UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007
Commission file number: 000-50499

MINDSPEED TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

|Delaware(State of incorporation)                                                                                   |  | 01-0616769(I.R.S. Employer
Identification No.)                        
|------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------
|4000 MacArthur Boulevard, East Tower
Newport Beach, California(Address of principal executive offices)             |  | 92660-3095(Zip code)                                                  
|Registrant's telephone number, including area code: (949) 579-3000                                                
|Securities registered pursuant to Section 12(b) of the Act:                                                       
|Common Stock $0.01 par value per share
(including associated Preferred Share Purchase Rights)(Title of Each Class) |  | The NASDAQ Stock Market LLC(Name of Each Exchange on Which Registered)
|Securities registered pursuant to Section 12(g) of the Act:                                                       
|None                                                                                                              

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes o No ý

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 ý No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large
Accelerated Filer o    Accelerated Filer ý    Non-accelerated Filer
o

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

The aggregate market value of the Registrant's voting and non-voting stock held by non-affiliates of the Registrant as of the end of its
most recently completed second fiscal quarter was approximately $245 million. Shares held by each officer and director and each person owning more than 10% of the outstanding voting and
non-voting stock have been excluded from this calculation because such persons may be deemed to be affiliates of the Registrant. This determination of potential affiliate status is not
necessarily a conclusive determination for other purposes. Shares held include shares of which certain of such persons disclaim beneficial ownership.

The
number of outstanding shares of the Registrant's Common Stock as of November 23, 2007 was 116,455,372.

Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement for the 2008 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A within 120 days
after the end of the 2007 fiscal year, are incorporated by reference into Part III of this Form 10-K.



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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements relating to Mindspeed Technologies, Inc. (including certain projections and business
trends) that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act), and are subject to the "safe harbor" created by those sections. All statements included in this Annual Report on Form 10-K, other than
those that are purely historical, are forward-looking statements. Words such as "expect," "believe," "anticipate," "outlook," "could," "target," "project," "intend," "plan," "seek," "estimate,"
"should," "may," "assume" and "continue," as well as variations of such words and similar expressions, also identify forward-looking statements. Forward-looking statements in this Annual Report on
Form 10-K include, without limitation, statements regarding:



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Our
expectations, beliefs, anticipations, objectives, intentions, plans and strategies regarding the future are not guarantees of future performance and are subject to risks and
uncertainties that could

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cause
actual results, and actual events that occur, to differ materially from results contemplated by the forward-looking statement. These risks and uncertainties include, but are not limited to:



The
forward-looking statements in this report are subject to additional risks and uncertainties, including those set forth in Item 1A"Risk Factors" and those detailed from
time to time in our other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof and, except as required by law, we undertake no
obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

Mindspeed®,
Mindspeed Technologies® and Comcerto® are registered trademarks of Mindspeed Technologies, Inc. Other brands, names and trademarks
contained in this report are the property of their respective owners.

For
presentation purposes of this Annual Report on Form 10-K, references made to the years ended September 30, 2007, 2006 and 2005 relate to the actual fiscal
years ended September 28, 2007, September 29, 2006 and September 30, 2005, respectively.

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PART I

Item 1.Business

Mindspeed Technologies, Inc. (we or Mindspeed) designs, develops and sells semiconductor networking solutions for communications applications in
enterprise, access, metropolitan and wide-area networks. Our products, ranging from optical network transceiver solutions to voice and Internet protocol (IP) processors, are sold to
original equipment manufacturers (OEMs) for use in a variety of network infrastructure equipment, including mixed media gateways, high-speed routers, switches, access multiplexers,
cross-connect systems, digital loop carrier equipment, IP private branch exchanges (PBXs) and optical modules. Service providers and enterprises use this equipment for the processing, transmission and
switching of high-speed voice, data and video traffic, including advanced services such as voice over Internet protocol (VoIP), within different segments of the communications network. Our
customers include Alcatel-Lucent, Cisco Systems, Inc., Huawei Technologies Co., LM Ericsson Telephone Company, Neophotonics Corporation, Nortel Networks, Inc., Nokia Siemens Networks,
and Zhongxing Telecom Equipment Corp. (ZTE).

We
believe the breadth of our product portfolio, combined with more than three decades of experience in semiconductor hardware, software and communications systems engineering, provide
us with a competitive advantage. We have proven expertise in signal, packet and transmission processing technologies, which are critical core competencies for successfully defining, designing and
implementing advanced semiconductor products for next-generation network infrastructure equipment. We seek to cultivate close relationships with leading network infrastructure OEMs to
understand emerging markets, technologies and standards. We focus our research and development efforts on applications in the segments of the telecommunications network which we believe offer the most
attractive growth prospects. Our business is fabless, which means we outsource all of our manufacturing needs, and we do not own or operate any semiconductor manufacturing facilities. We believe being
fabless allows us to minimize operating infrastructure and capital expenditures, maintain operational flexibility and focus our resources on the design, development and marketing of our
productsthe highest value-creation elements of our business model.

Spin-off from Conexant Systems, Inc.

Mindspeed was originally incorporated in Delaware in 2001 as a wholly owned subsidiary of Conexant Systems, Inc. On June 27, 2003, Conexant
completed the distribution to Conexant stockholders of all outstanding shares of common stock of Mindspeed (the distribution). In the distribution, each Conexant stockholder received one share of our
common stock (including an associated preferred share purchase right) for every three shares of Conexant common stock held and cash for any fractional share of our common stock. Following the
distribution, we began operations as an independent, publicly held company. Our common stock trades on the Nasdaq Global Market under the ticker symbol "MSPD."

Prior
to the distribution, Conexant transferred to us the assets and liabilities of its Mindspeed business, including the stock of certain subsidiaries, and certain other assets and
liabilities which were allocated to us under the Distribution Agreement entered into between us and Conexant. Also prior to the distribution, Conexant contributed to us cash in an amount such that at
the time of the distribution our cash balance was $100 million. We issued to Conexant a warrant to purchase 30 million shares of our common stock at a price of $3.408 per share,
exercisable for a period of ten years after the distribution. In connection with the Distribution, we and Conexant also entered into a Credit Agreement (terminated December 2004), an Employee
Matters Agreement, a Tax Allocation Agreement, a Transition Services Agreement and a Sublease.

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Industry Overview

Communications semiconductor products are a critical part of network infrastructure equipment. Network infrastructure OEMs require advanced communications
semiconductor productssuch as digital signal processors, transceivers, framers, packet and cell processors and switching solutionsthat are highly optimized for the equipment
employed by their customers. We seek to provide semiconductor products that enable network infrastructure OEMs to meet the needs of their service provider and enterprise customers in terms of system
performance, functionality and time-to-market.



Our semiconductor products are primarily focused on network infrastructure equipment applications in three segments of the broadly defined communications network:
enterprise networks, network access service areas, and metropolitan area networks. The type and complexity of network infrastructure equipment used in these network segments continues to expand,
driven by the need for the processing, transmission and switching of digital voice, data and video traffic over multiple communication media, at numerous transmission data rates and employing
different protocols. We also offer a limited number of products used in wide-area or long-haul networks.

Enterprisenetworks include equipment that is deployed primarily in the offices of commercial enterprises for voice and data
communications and access to outside networks. An enterprise network may be comprised of many local area networks, as well as client workstations, centralized database management systems, storage area
networks and other components. In enterprise networks, communications semiconductors facilitate the processing and transmission of voice, data and video traffic in converged IP networks that are
replacing the traditional separate telephone, data and video conferencing networks. Typical network infrastructure equipment found in enterprise networks that use our products include voice gateways,
IP PBXs, storage area network (SAN) routers and director class switches. In addition, a major trend in the broadcast video market is the switch from analog to digital television transmission and the
conversion from standard-definition television services to high-definition television (HDTV) services featuring more detailed images and digital surround sound. We offer a family of
broadcast-video products optimized for high-speed HDTV routing and production switcher applications.

Network Accessservice areas of the telecommunications network refer to the "last mile" of a telecommunications or cable service
provider's physical network (including copper, fiber optic or wireless transmission) and the network infrastructure equipment that connects end-users, typically located at a business or
residence, with metropolitan area and wide-area networks. For this portion of the network, infrastructure equipment requires semiconductors that enable reliable, high-speed
connectivity capable of aggregating or disaggregating and transporting multiple forms of voice, data and video traffic. In addition, communications semiconductors must accommodate multiple
transmission standards and communications protocols to provide a bridge between dissimilar access networks, for example, connecting wireless base station equipment to a wireline network. Typical
network infrastructure equipment found at the edge of the network access service area that use our products include optical note units (ONU), optical line terminals (OLT), remote access concentrators,
digital subscriber line (DSL) access multiplexers, mixed-media gateways, wireless base stations, digital loop carrier equipment and media converters.

Metropolitan Area Networks, or metro, service areas of the telecommunications network refer to the portion of a service provider's
physical network that enables high-speed communications within a city or a larger regional area. In addition, it provides the communications link between network access service areas and
the fiber optic-based, wide-area network. For metro equipment applications, communications semiconductors provide transmission and processing capabilities, as well as information
segmentation and classification, and routing and switching functionality, to support high-speed traffic

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from
multiple sources employing different transmission standards and communications protocols. These functions require signal conversion, signal processing and packet processing expertise to support
the design and development of highly integrated mixed-signal devices combining analog and digital functions with communications protocols and application software. Typical network infrastructure
equipment found in metro service areas that use our products include add-drop multiplexers, switches, high-speed routers, digital cross-connect systems, optical edge devices
and multiservice provisioning platforms.

The
telecommunications network, including the Internet, has evolved into a complex, hybrid series of digital and optical networks that connect individuals and businesses globally. These
new larger bandwidth, data-centric networks integrate voice, data and video traffic, operate over both wired and wireless media, link existing voice and data networks and cross traditional
enterprise, network access, metro and long haul service area boundaries. Network infrastructure OEMs are designing faster, more intelligent and more complex equipment to satisfy the needs of the
service providers as they continue to expand their network coverage and service offerings while upgrading and connecting or integrating existing networks of disparate types. In this demanding
environment, we believe network infrastructure OEMs select as their strategic partners communications semiconductor suppliers who can deliver advanced products that provide increased functionality,
lower total system cost and support for a variety of communications media, operating speeds and protocols.



We believe the breadth of our product portfolio, combined with our expertise in semiconductor hardware, software and communications systems engineering, provide
us with a competitive advantage in designing and selling our products to leading network infrastructure OEMs.

We
have proven expertise in signal, packet and transmission processing technologies. Signal processing involves both signal conversion and digital signal processing techniques that
convert and compress voice, data and video between analog and digital representations. Packet processing involves bundling or segmenting information traffic using standard protocols such as IP or
asynchronous transfer mode (ATM) and enables sharing of transmission bandwidth across a given communication medium.
Transmission processing involves the transport and receipt of voice, data and video traffic across copper wire and optical fiber communications media.

These
core technology competencies are critical for developing semiconductor networking solutions that enable the processing, transmission and switching of high-speed voice,
data and video traffic, employing multiple communications protocols, across disparate communications networks. Our core technology competencies are the foundation for developing our:



We
believe the software drivers and application software are an increasingly important part of the semiconductor networking solutions we offer to OEMs.

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We believe the market for network infrastructure equipment in general, and for communications semiconductors in particular, offers attractive
long-term growth prospects for several reasons:



Moreover,
we expect that network infrastructure OEMs will outsource more of their semiconductor component requirements to semiconductor suppliers, allowing the OEMs to reduce their
operating cost structure by shifting their focus and investment from internal application specific integrated circuit (ASIC) semiconductor design and development to more strategic systems development.

Strategy

Our objective is to grow our business and to become the leading supplier of semiconductor networking solutions to leading global network infrastructure OEMs in
key enterprise, network access and metro service area market segments. To achieve this objective, we are pursuing the following strategies:



We have established strong market positions for our products in the enterprise, network access and metro service areas of the telecommunications network. We
believe the markets for semiconductor products that address these applications will grow at faster rates than the markets for network infrastructure equipment in general. In addition, products which
address applications in the enterprise, network access and metro service areas and perform packet processing, transmission processing and/or signal processing functions typically command higher
average selling prices and higher margins, primarily due to their functional complexity and their software content. These two key attributes are expected to make the enterprise, network access and
metro service areas the most attractive market segments for the foreseeable future. We believe that our three core technology competencies, coupled with focused investments in product development,
will position us to increase our share in those target areas.



We identify and selectively establish strategic relationships with market leaders in the network infrastructure equipment industry to develop
next-generation products and, in some cases, customized solutions for their specific needs. We have an extensive history of working closely with our customers' research and development and
marketing teams to understand emerging markets, technologies and

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standards,
and we invest our product development resources in those areas. We believe our close relationships with leading network infrastructure OEMs facilitate early adoption of our semiconductor
products during development of their system-level products, enhance our ability to obtain design wins from those customers and encourage adoption of our technology throughout the industry.

In
North America, we have cultivated close relationships with leading network infrastructure OEMs, including Cisco Systems, Inc. and Nortel Networks, Inc. Abroad, we have
established close relationships with market leaders such as Huawei Technologies Co., Ltd., TrueLight Corporation and Zhongxing Telecom Equipment Corp. in the Asia-Pacific region and
Alcatel-Lucent, Nokia Siemens Networks, and LM Ericsson Telephone Company in Europe.



We build on the breadth of our product portfolio of physical-layer devices, together with our signal and packet processing devices and communications software
expertise, to increase our share of the silicon content in our customers' products. We offer a range of complementary products that are optimized to work with each other and provide our customers with
complete information receipt, processing and transmission functions. These complementary products allow infrastructure OEMs to source components that provide proven interoperability from a single
semiconductor supplier, rather than requiring OEMs to combine and coordinate individual components from multiple vendors. In addition, we offer highly integrated products such as our family of
Comcerto packet processors that provide our customers with a complete hardware and software solution in a single device. These integrated products perform functions typically requiring multiple
discrete components and software. We believe that this strategy of offering both complementary and integrated products increases product performance, speeds time-to-market and
lowers the total system cost for our customers.

The
breadth of our product portfolio also provides a competitive advantage for serving network convergence applications such as multiprotocol wireless-to-wireline
connectivity. These applications generally require a combination of processing, transmission or switching functionality to move high-speed voice and data traffic using multiple
communications protocols across disparate communications networks.



We provide broad-based technical and product design support to our customers through three dedicated teams: field application engineers, product application
engineers, and technical marketing personnel. We believe that comprehensive service and support are critical to shortening our customers' design cycles and maintaining a long-term
competitive position within the network infrastructure equipment market. Outstanding customer service and support are important competitive factors for semiconductor component suppliers like us
seeking to be the preferred suppliers to leading network infrastructure OEMs.

Products

We provide network infrastructure OEMs with a broad portfolio of advanced semiconductor networking solutions, ranging from physical-layer transceivers and framers
to higher-layer network processors. Our products can be classified into three focused product families: high-performance analog products, multiservice access digital signal processor (DSP)
products, and wide-area networking (WAN) communications products. These three product families are found in a variety of networking equipment designed to process, transmit and switch
voice, data and video traffic between, and within, the different segments of the communications network.

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Our high-performance analog transmission devices and switching products support storage area networking,
fiber-to-the-premise and broadcast video, as well as mainstream synchronous optical networking (SONET)/synchronous digital hierarchy (SDH) and
packet-over-SONET applications, typically operating at data transmission rates between 155 megabits per second (Mbps) and 10 gigabits per second (Gbps). Our transmission
products include laser drivers, transimpedance amplifiers, post amplifiers, clock and data recovery circuits, serializers/deserializers, video reclockers, cable drivers and line equalizers. These
products serve as the connection between a fiber optic or coaxial cable component interface and the remainder of the electrical subsystem in various network equipment and perform a variety of
functions, including:



Our
switching products include a family of high-speed crosspoint switches capable of switching traffic up to 4.25 Gpbs within various types of network switching equipment.
These crosspoint switches direct, or transfer, a large number of high-speed data input streams, regardless of traffic type, to different connection trunks for rerouting the information to
new destination points in the network. Crosspoint switches are often used to provide redundant traffic paths in networking equipment to protect against the loss of critical data from spurious network
outages or failures that may occur from time-to-time. Target equipment applications for our switching products include add-drop multiplexers,
high-density IP switches, storage-area routers and optical cross-connect systems. In addition, we offer crosspoint switches optimized for standard and
high-definition broadcast video routing and production switching applications at rates up to 3 Gbps.



Our software-configurable multiservice access DSP products serve as bridges for transporting voice, fax and modem transmissions between circuit-switched networks
and packet-based networks. Our multiservice access DSP device architecture combines the performance of a digital-signal processor core with the flexibility of a microcontroller core to support our
extensive suite of voice compression techniques, echo cancellers and communications protocols. These products process and translate voice and data and perform various management and reporting
functions. They compress the signals to minimize bandwidth consumption and modify or add communications protocols to accommodate transport of the signals across a variety of different networks.
Supported services include VoIP, voice-over-ATM (VoATM) and voice-over-DSL services, as well as wireline-to-wireless
connectivity.

Our
Comcerto family of packet processors includes a full range of software-compatible solutions that enable OEMs to provide scalable systems with customized features for carrier,
enterprise and customer premise applications. The high-density members of this family, the Comcerto 600, Comcerto 700 and Comcerto 900 series processors and related
software, provide a complete "system-on-a-chip" solution for carrier-class VoIP and VoATM applications. The Comcerto 600 is capable of handling more than 256
channels of both VoIP and VoATM traffic, while the Comcerto 700 supports more than 400 channels, and the Comcerto 900 supports more than 600 channels. All are targeted for use in media
gateways designed to bridge wireless, wireline and enterprise networks.

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The
Comcerto 500 and 800 series solutions are designed for enterprise voice and data processing applications. The Comcerto 500 series is a silicon
"PBX-on-a-chip" which supports all required voice processing functionality for up to 64 channels, including encryption. The Comcerto 800 series enables a new
class of "office-in-a-box" systems by combining a high-quality VoP subsystem with a high-performance routing and virtual private network
(VPN) engine. The Comcerto 800 series integrates voice processing, packet processing and encryption functionality into a single device for the rapidly growing market for VoP enterprise
networks. This product is targeted for use in enterprise voice gateways, IP PBXs and integrated access devices (IADs).

The
newest member of the Comcerto family, the Comcerto 100 series broadband services processor, is designed to support secure "triple-play" voice, video and data
networks for residential and small office/home office markets. The Comcerto 100 series processor integrates high-performance security processing, packet processing and quality of
service (QoS) capabilities for next-generation broadband customer premise equipment (CPE) enabling service providers to deliver sophisticated multimedia content to their subscribers.



Our WAN communications products include transmission solutions and high-performance ATM/multi-protocol label switching (MPLS) network processors that
facilitate the aggregation, processing and transport of voice and data traffic over copper wire or fiber optic cable to access metropolitan and long-haul networks.

Our
T1/E1, T3/E3 and SONET carrier devices incorporate high-speed analog, digital and mixed-signal circuit technologies and include multi-port framers and line
interface
units (LIUs) or transceivers for 1.5 Mbps to 155 Mbps data transmission. Framers format data for transmission and extract data at reception, while LIUs condition signals for transmission
and reception over multiple media. Our link-layer products include multi-channel, high-level data link channel (HDLC) communications controllers and multi-channel, inverse
multiplexing over ATM (IMA) traffic controllers. The IMA protocol enables the aggregation of multiple T1 or DSL lines to deliver higher data rates using existing ATM infrastructure while the HDLC
protocol is used for the packetization of data and the transfer of messaging and signaling information across the network. We also offer a family of symmetric DSL (SDSL) transceivers which enable
service providers to deliver Internet access at data transmission rates of 1.5 Mbps to 5.7 Mbps in both directions over copper wire, supporting telecommuting and branch office functions
worldwide.

Our
high-performance ATM/MPLS network processors are designed to offer advanced protocol translation and traffic management capabilities. Protocol translation occurs where
different types of networks and protocols interconnect. Traffic management describes a collection of functions which are used to optimally allocate network bandwidth and allow service providers to
provide differentiated services over their networks. Our software-programmable devices operate at data transmission rates from 1.5 Mbps to 2.5 Gbps. Our network processor devices address
internetworking applications, including ATM segmentation and reassembly, and a variety of traffic management functions, including traffic shaping, traffic policing and queue management, required by
these applications.

Our
wide-area networking communications products are designed for use in a variety of equipment including digital loop carriers, DSL access multiplexers, add-drop
multiplexers, switches, high-speed routers, digital cross-connect systems, optical edge devices, multiservice provisioning platforms, voice gateways and wireless base station controllers.

Through
the recent acquisition of certain assets of Ample Communications, Inc.,, we have entered the carrier Ethernet market. Our products in this area include Ethernet media
access controllers and oversubscription aggregators which have applications in both enterprise switches and telecom edge switches. These carrier Ethernet products add traffic shaping and quality of
service prioritization

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mechanisms
in order to provide the higher degree of traffic control needed in wide area networks that base their data transmission on the Ethernet protocol prevalent in local area networks.

Customers

We market and sell our semiconductor networking solutions directly to leading network infrastructure OEMs. We also sell our products indirectly through electronic
component distributors and third-party electronic manufacturing service providers, which manufacture products incorporating our
semiconductor networking solutions for OEMs. Sales to distributors accounted for approximately 54% of our revenues for fiscal 2007. For fiscal 2007, distributors Avnet, Inc. and Alltek
Technology Corporation accounted for 16% and 15%, respectively, of our net revenues.

Our
top five direct OEM customers for fiscal year 2007 were ADC DSL Systems, Inc., Alcatel-Lucent, Huawei Technologies Co., Nortel Networks, Inc. and Zhongxing Telecom
Equipment Corp. While our direct sales to these customers accounted for a total of approximately 14% of our fiscal 2007 net revenues, we believe indirect sales to these same customers represent a
significant additional portion of our net revenues. Including indirect sales, we believe that Cisco Systems, Inc. accounted for approximately 12% of our fiscal 2007 net revenues and that no
other OEM customer accounted for 10% or more of our net revenues. We believe that our significant indirect network infrastructure OEM customers for fiscal year 2007 also included Mitsubishi Electric
Corporation, Nokia Siemens Networks and TrueLight Corporation.

Our
customer base is widely dispersed geographically. Revenues derived from customers located in the Americas, Europe, and the Asia-Pacific region were 36%, 11% and 53%,
respectively, of our total revenues for fiscal 2007. We believe a substantial portion of the products we sell to OEMs and third-party manufacturing service providers in the Asia-Pacific
region is ultimately shipped to end-markets in the Americas and Europe. See Item 8. "Financial Statements and Supplementary Data," including Note 2 and Note 14 of
Notes to Consolidated Financial Statements for additional information on customers and geographic areas.

Sales, Marketing and Technical Support

We have a worldwide sales, marketing and technical support organization comprised of 108 employees as of October 26, 2007, located in 3 domestic and 7
international sales locations. Our marketing, sales and field applications engineering teams, augmented by 16 electronic component distributors and 12 sales representative organizations, focus on
marketing and selling semiconductor networking solutions to worldwide network infrastructure OEMs.

We
maintain close working relationships with our customers throughout their lengthy product development cycle. Our customers may need six months or longer to test and evaluate our
products and an additional six months or longer to begin volume production of network infrastructure equipment that incorporates our products. During this process, we provide broad-based technical and
product design support to our customers through our field application engineers, product application engineers and technical marketing personnel. We believe that providing comprehensive product
service and support is critical to shortening our customers' design cycles and maintaining a competitive position in the network infrastructure equipment market.

Operations and Manufacturing

We are a fabless company, which means we do not own or operate foundries for wafer fabrication or facilities for device assembly and final test of our products.
Instead, we outsource wafer fabrication, assembly and testing of our semiconductor products to independent, third-party contractors. We use mainstream digital complementary metal-oxide semiconductor
(CMOS) process technology for the majority of our products; we rely on specialty processes for the remainder of products. Taiwan

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Semiconductor
Manufacturing Co., Ltd. (TSMC) is our principal foundry supplier of CMOS wafers and die. Our primary foundry supplier for specialty process requirements is Jazz
Semiconductor, Inc. We use several other suppliers for wafers used in older products. We believe that the raw materials, parts and supplies required by our foundry suppliers are generally
available at present and will be available in the foreseeable future.

Semiconductor
wafers are usually shipped to third-party contractors for device assembly and packaging where the wafers are cut into individual die, packaged and tested before final
shipment to customers. We use Amkor Technology, Inc. and other third-party contractors, located in the Asia-Pacific region, Europe and California, to satisfy a variety of assembly
and packaging technology and product testing requirements associated with the back-end portion of the manufacturing process.

We
qualify each of our foundry and back-end process providers. This qualification process consists of a detailed technical review of process performance, design rules,
process models, tools and support, as well as analysis of the subcontractor's quality system and manufacturing capability. We also participate in quality and reliability monitoring through each stage
of the production cycle by reviewing electrical and parametric data from our wafer foundry and back-end providers. We closely monitor wafer foundry production for overall quality,
reliability and yield levels.

Competition

The communications semiconductor industry in general, and the markets in which we compete in particular, are intensely competitive. We compete worldwide with a
number of U.S. and international suppliers that are both larger and smaller than us in terms of resources and market share. We expect intense competition to continue.

Our
principal competitors are Applied Micro Circuits Corporation, Centillium Communications, Inc., Conexant Systems, Inc., Exar Corporation, Freescale
Semiconductor, Inc., Gennum Corporation, Infineon Technologies A.G., Maxim Integrated Products, Inc., PMC-Sierra, Inc., Texas Instruments Incorporated, Transwitch
Corporation and Vitesse Semiconductor Corporation.

We
believe that the principal competitive factors for semiconductor suppliers in each of our served markets are:



While
we believe that we compete favorably with respect to each of these factors, many of our current and potential competitors have certain advantages over us, including:



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As
a result, these competitors may be able to devote greater resources to the development, promotion and sale of their products than we can. Our competitors may also be able to adapt
more quickly to new or emerging technologies and changes in customer requirements or may be more able to respond to the cyclical fluctuations or downturns that affect the semiconductor industry from
time to time. Moreover, we have incurred substantial operating losses and we anticipate future losses. If we are not successful in assuring our customers of our financial stability, our OEM customers
may choose semiconductor suppliers whom they believe have a stronger financial position or liquidity, which may materially adversely affect our business.

Backlog

Our sales are made primarily pursuant to standard purchase orders for delivery of products. Because industry practice allows customers to cancel orders with
limited advance notice to us prior to shipment, we believe that backlog as of any particular date is not a reliable indicator of our future revenue levels.

Research and Development

We have significant research, development, engineering and product design capabilities. As of October 26, 2007, we had 304 employees engaged in research
and development activities. We perform research and product development activities at our headquarters in Newport Beach, California and at 8 design centers. In order to enhance the
cost-effectiveness of our operations, we have increasing sought to shift portions of our research and development operations to jurisdictions with lower cost structures than that available
in the United States. Our design centers are strategically located to take advantage of key technical and engineering talent. Our success depends to a substantial degree upon our ability to develop
and introduce in a timely fashion new products and enhancements to our existing products that meet changing customer requirements and emerging industry standards. We have made and plan to make
substantial investments in research and development and to participate in the formulation of industry standards. In addition, we actively collaborate with technology leaders to define and develop
next-generation technologies.

We
spent approximately $57.4 million, $64.1 million, and $71.4 million on research and development activities in fiscal years 2007, 2006 and 2005, respectively. The
decreases in our research and development expenses reflect the workforce reductions and other cost reduction actions we implemented in fiscal years 2002 through 2007.

Intellectual Property

Our success and future revenue growth depend, in part, on the intellectual property that we own and develop, including patents, licenses, trade secrets,
know-how, trademarks and copyrights, and on our ability to protect our intellectual property. We continuously review our patent portfolio to maximize its value to us, abandoning or selling
inapplicable or less useful patents and filing new patents important to our product roadmap. Our patent portfolio may be used to avoid, defend or settle any potential litigation with respect to
various technologies contained in our products. The portfolio may also provide negotiating leverage in attempts to cross-license patents or technologies with third parties. We may also seek to
leverage our patent portfolio by licensing or selling our patents or other intellectual property. We rely primarily on patent, copyright, trademark and trade secret laws, as well as employee and
third-party nondisclosure and confidentiality agreements and other methods to protect our proprietary technologies and processes. In connection with our participation in the development of various
industry standards, we may be required to reasonably license certain of our patents to other

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parties,
including competitors that develop products based upon the adopted industry standards. We have also entered into agreements with certain of our customers and granted these customers the right
to use our proprietary technology in the event that we file for bankruptcy protection or take other equivalent actions. While in the aggregate our intellectual property is considered important to our
operations, no single patent, license, trade secret, know-how, trademark or copyright is considered of such importance that its loss or termination would materially affect our business or
financial condition.

Employees

As of October 26, 2007, we had 527 full-time employees, of whom approximately 361 were engineers. Our employees are not covered by any
collective bargaining agreements and we have not experienced a work stoppage in the past five years. We believe our future success will depend in large part on our ability to continue to attract,
motivate, develop and retain highly skilled and dedicated technical, marketing and management personnel.

Cyclicality

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion,
evolving technical standards, short product life cycles and wide fluctuations in product supply and demand. From time to time, these and other factors,
together with changes in general economic conditions, cause significant upturns and downturns in the industry, and in our business in particular.

In
addition, our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, such as demand for network infrastructure equipment, the
timing of receipt, reduction or cancellation of significant orders, fluctuations in the levels of component inventories held by our customers, the gain or loss of significant customers, market
acceptance of our products and our customers' products, our ability to develop, introduce and market new products and technologies on a timely basis, the availability and cost of products from our
suppliers, new product and technology introductions by competitors, intellectual property disputes, and the timing and extent of product development costs.

Available Information

We maintain an Internet website at http://www.mindspeed.com. Our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and other
information related to our company, are available free of charge on this site as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission
(SEC). Our Code of Business Conduct and Ethics, Guidelines on Corporate Governance and Board Committee Charters are also available on our website. We will provide reasonable quantities of paper copies
of filings free of charge upon request. In addition, we will provide a copy of the Board Committee Charters to stockholders upon request. No portion of our Internet website or the information
contained in or connected to the website is incorporated into this Annual Report on Form 10-K.

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Item 1A.Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, including those listed below, any one of which could cause our
actual results to vary materially from recent results or from our anticipated future results. Any of these risks could also materially and adversely affect our business, financial condition or the
price of our common stock or other securities.

We are incurring substantial operating losses, and we anticipate additional future losses.

We incurred a net loss of $21.9 million for fiscal 2007 compared to net losses of $24.5 million in fiscal 2006 and $62.6 million in fiscal
2005. We expect that we will continue to incur losses at least through the first half of fiscal 2008, and we may incur additional losses and negative cash flows in subsequent periods.

In
order to become profitable, or to generate positive cash flows from operations, we must reduce operating expenses or increase our revenues. Through fiscal 2007, we have completed a
series of cost reduction actions which have improved our operating cost structure. These expense reductions alone may not make us profitable or allow us to sustain profitability if it is achieved. Our
ability to achieve the necessary revenue growth will depend on increased demand for network infrastructure equipment that incorporates our products, which in turn depends primarily on the level of
capital spending by communications service providers and enterprises. We may not be successful in achieving the necessary revenue growth or the expected expense reductions. Moreover, we may be unable
to sustain past or expected future expense reductions in subsequent periods. We may not achieve profitability or sustain such profitability, if achieved.

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.

For fiscal 2007, our net cash used in operating activities was $10.0 million compared to net cash used in operating activities of $15.9 million for
fiscal 2006 and $30.2 million for fiscal 2005. Our principal sources of liquidity are our existing cash balances, marketable securities and cash generated from product sales. As of
September 30, 2007, our cash and cash equivalents totaled $25.8 million. We believe that our existing sources of liquidity will be sufficient to fund our operations, research and
development efforts, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months. However, this may not be the case, and if we continue to
incur operating losses and negative cash flows in the future, we may need to reduce further our operating costs or obtain alternate sources of financing, or both. We may not have access to additional
sources of capital on favorable terms or at all. If we raise additional funds through the issuance of equity, equity-based or debt securities, such securities may have rights, preferences or
privileges senior to those of our common stock and our stockholders may experience dilution of their ownership interests.

We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion,
evolving technical standards, short product life cycles and wide fluctuations in product supply and demand. From time to time these and other factors, together with changes in general economic
conditions, cause significant upturns and downturns in the industry in general, and in our business in particular. Periods of industry downturns have been characterized by diminished product demand,
production overcapacity, high inventory levels and accelerated erosion of average selling prices. These factors have caused substantial fluctuations in our revenues and our results of operations in
the past and we may experience similar fluctuations in our business in the future.

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Our operating results are subject to substantial quarterly and annual fluctuations.

Our revenues and operating results have fluctuated in the past and may fluctuate in the future. These fluctuations are due to a number of factors, many of which
are beyond our control. These factors include, among others:



The
foregoing factors are difficult to forecast, and these, as well as other factors, could materially and adversely affect our quarterly or annual operating results.

The increasing significance of our foreign operations exposes us to risks that are beyond our control and could affect our ability to operate
successfully.

In order to enhance the cost-effectiveness of our operations, we have increasingly sought to shift portions of our research and development and
customer support operations to jurisdictions with lower cost structures than that available in the United States. The transition of even a portion of our business operations to new facilities in a
foreign country involves a number of logistical and technical challenges that could result in product development delays and operational interruptions, which could reduce our revenues and adversely
affect our business. We may encounter complications associated with the set-up, migration and operation of business systems and equipment in a new facility. This could result in delays in
our research and development efforts and otherwise disrupt our operations. If such delays or disruptions occur, they could damage our reputation and otherwise adversely affect our business and results
of operations.

To
the extent that we shift any operations or labor offshore to jurisdictions with lower cost structures, we may experience challenges in effectively managing those operations as a
result of several factors, including time zone differences and regulatory, legal, cultural and logistical issues. Additionally, the relocation of labor resources may have a negative impact on our
existing employees, which could negatively impact our operations. If we are unable to effectively manage our offshore research and

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development
staff and any other offshore operations, our business and results of operations could be adversely affected.

We
cannot be certain that any shifts in our operations to offshore jurisdictions will ultimately produce the expected cost savings. We cannot predict the extent of government support,
availability of qualified workers, future labor rates or monetary and economic conditions in any offshore locations where we may operate. Although some of these factors may influence our decision to
establish or increase our offshore operations, there are inherent risks beyond our control, including:



We
will likely be faced with competition in these offshore markets for qualified personnel, including skilled design and technical personnel, and we expect this competition to increase
as companies expand their operations offshore. If the supply of such qualified personnel becomes limited due to increased competition or otherwise, it could increase our costs and employee turnover
rates. One or more of these factors or other factors relating to foreign operations could result in increased operating expenses
and make it more difficult for us to manage our costs and operations, which could cause our operating results to decline and result in reduced revenues.

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.

We are entirely dependent upon outside wafer fabrication facilities, known as foundries, for wafer fabrication services. Our principal suppliers of wafer
fabrication services are TSMC and Jazz. We are also dependent upon third parties, including Amkor, for the assembly and testing of all of our products. Under our fabless business model, our
long-term revenue growth is dependent on our ability to obtain sufficient external manufacturing capacity, including wafer production capacity. Periods of upturns in the semiconductor
industry may be characterized by rapid increases in demand and a shortage of capacity for wafer fabrication and assembly and test services.

The
risks associated with our reliance on third parties for manufacturing services include:



Our
standard lead time, or the time required to manufacture our products (including wafer fabrication, assembly and testing) is typically 12 to 16 weeks. During periods of
manufacturing capacity shortages, the foundries and other suppliers on whom we rely may devote their limited capacity to fulfill the production requirements of other clients that are larger or better
financed than we are, or who have superior contractual rights to enforce manufacture of their products, including to the exclusion of producing our products.

Additionally,
if we are required to seek alternative foundries or assembly and test service providers, we would be subject to longer lead times, indeterminate delivery schedules and
increased

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manufacturing
costs, including costs to find and qualify acceptable suppliers. For example, if we choose to use a new foundry, the qualification process may take as long as six months over the
standard lead time before we can begin shipping products from the new foundry.

Wafer
fabrication processes are subject to obsolescence, and foundries may discontinue a wafer fabrication process used for certain of our products. In such event, we generally offer our
customers a "last-time buy" program to satisfy their anticipated requirements for our products. The unanticipated discontinuation of a wafer fabrication process on which we rely may
adversely affect our revenues and our customer relationships.

The
foundries and other suppliers on whom we rely may experience financial difficulties or suffer disruptions in their operations due to causes beyond our control, including labor
strikes, work stoppages, electrical power outages, fire, earthquake, flooding or other natural disasters. Certain of our suppliers' manufacturing facilities are located near major earthquake fault
lines in the Asia-Pacific region and in California. In the event of a disruption of the operations of one or more of our suppliers, we may not have an alternate source immediately
available. Such an event could cause significant delays in shipments until we are able to shift the products from an affected facility or supplier to another facility or supplier. The manufacturing
processes we rely on are specialized and are available from a limited number of suppliers. Alternate sources of manufacturing capacity, particularly wafer production capacity, may not be available to
us on a timely basis. Even if alternate manufacturing capacity is available, we may not be able to obtain it on favorable terms, or at all. Difficulties or delays in securing an adequate supply of our
products on favorable terms, or at all, could impair our ability to meet our customers' requirements and have a material adverse effect on our operating results.

In
addition, the highly complex and technologically demanding nature of semiconductor manufacturing has caused foundries to experience, from time to time, lower than anticipated
manufacturing yields, particularly in connection with the introduction of new products and the installation and start-up of new process technologies. Lower than anticipated manufacturing
yields may affect our ability to fulfill our customers' demands for our products on a timely basis. Moreover, lower than anticipated manufacturing yields may adversely affect our cost of goods sold
and our results of operations.

We are subject to intense competition.

The communications semiconductor industry in general, and the markets in which we compete in particular, are intensely competitive. We compete worldwide with a
number of U.S. and international semiconductor manufacturers that are both larger and smaller than we are in terms of resources and market share. We currently face significant competition in our
markets and expect that intense price and product competition will continue. This competition has resulted, and is expected to continue to result, in declining average selling prices for our products.

Many
of our current and potential competitors have certain advantages over us, including:



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As
a result, these competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or may be able to devote greater resources to the
development, promotion and sale of their products than we can. Moreover, we have incurred substantial operating losses and we anticipate future losses. We believe that financial stability of suppliers
is an important consideration in our customers' purchasing decisions. If our OEM customers perceive that we lack adequate financial stability, they may choose semiconductor suppliers that they believe
have a stronger financial position or liquidity.

Current
and potential competitors also have established or may establish financial or strategic relationships among themselves or with our existing or potential customers, resellers or
other third parties. These relationships may affect customers' purchasing decisions. Accordingly, it is possible that new competitors or alliances among competitors could emerge and rapidly acquire
significant market share. We may not be able to compete successfully against current and potential competitors.

Industry consolidation may harm our operating results.

There has been an increasing trend toward industry consolidation in our markets in recent years, particularly among major network equipment and telecommunications
companies. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue
operations. While we cannot predict how consolidation in our industry will affect our customers or competitors, rapid consolidation will lead to fewer customers, with the effect that loss of a major
customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants. Increased consolidation and competition for fewer customers may
result in pricing pressures or a loss in market share, each of which could materially impact our business.

Our success depends on our ability to develop competitive new products in a timely manner.

Our operating results will depend largely on our ability to continue to introduce new and enhanced semiconductor products on a timely basis. Successful product
development and introduction depends on numerous factors, including, among others:



We
may not have sufficient resources to make the substantial investment in research and development in order to develop and bring to market new and enhanced products, particularly if we
are required to take further cost reduction actions. Furthermore, we are required to evaluate expenditures for planned product development continually and to choose among alternative technologies
based on our expectations of future market growth. We may be unable to develop and introduce new or enhanced products in a timely manner, our products may not satisfy customer requirements or achieve
market acceptance, or we may be unable to anticipate new industry standards and technological changes. We also may not be able to respond successfully to new product announcements and introductions by
competitors.

Research
and development projects may experience unanticipated delays related to our internal design efforts. New product development also requires the production of photomask sets and
the

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production
and testing of sample devices. In the event we experience delays in obtaining these services from the wafer fabrication and assembly and test vendors on whom we rely, our product
introductions may be delayed and our revenues and results of operations may be adversely affected.

If we are not able to keep abreast of the rapid technological changes in our markets, our products could become obsolete.

The demand for our products can change quickly and in ways we may not anticipate because our markets generally exhibit the following characteristics:



Our
products could become obsolete sooner than we expect because of faster than anticipated, or unanticipated, changes in one or more of the technologies related to our products. The
introduction of new technology representing a substantial advance over current technology could adversely affect demand for our existing products. Currently accepted industry standards are also
subject to change, which may also contribute to the obsolescence of our products. If we are unable to develop and introduce new or enhanced products in a timely manner, our business may be adversely
affected.

Uncertainties involving the ordering and shipment of our products could adversely affect our business.

Our sales are typically made pursuant to individual purchase orders and we generally do not have long-term supply arrangements with our customers.
Generally, our customers may cancel orders until 30 days prior to shipment. In addition, we sell a substantial portion of our products through
distributors, some of whom have a right to return unsold products to us. Sales to distributors accounted for approximately 54% of our net revenues for fiscal 2007.

Because
of the significant lead times for wafer fabrication and assembly and test services, we routinely purchase inventory based on estimates of end-market demand for our
customers' products, which may be subject to dramatic changes and is difficult to predict. This difficulty may be compounded when we sell to OEMs indirectly through distributors or contract
manufacturers, or both, as our forecasts of demand are then based on estimates provided by multiple parties. In addition, our customers may change their inventory practices on short notice for any
reason. The cancellation or deferral of product orders, the return of previously sold products or overproduction due to the failure of anticipated orders to materialize could result in our holding
excess or obsolete inventory, which could result in write-downs of inventory. Conversely, if we fail to anticipate inventory needs we may be unable to fulfill demand for our products, resulting in a
loss of potential revenue.

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.

Our products are not sold directly to the end-user but are components of other products. As a result, we rely on network infrastructure OEMs to select
our products from among alternative offerings to be designed into their equipment. We may be unable to achieve these "design wins." Without design wins from OEMs, we would be unable to sell our
products. Once an OEM designs another supplier's semiconductors into one of its product platforms, it is more difficult for us to achieve future design wins with that OEM's product platform because
changing suppliers involves significant cost, time, effort and risk. Achieving a design win with a customer does not ensure that we will receive significant

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revenues
from that customer and we may be unable to convert design wins into actual sales. Even after a design win, the customer is not obligated to purchase our products and can choose at any time to
stop using our products if, for example, its own products are not commercially successful.

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.

Our customers generally need six months or longer to test and evaluate our products and an additional six months or more to begin volume production of equipment
that incorporates our products. These lengthy periods also increase the possibility that a customer may decide to cancel or change product plans, which could reduce or eliminate sales to that
customer. As a result of this lengthy sales cycle, we may incur significant research and development and selling, general and administrative expenses before
we generate any revenues from new products. We may never generate the anticipated revenues if our customers cancel or change their product plans.

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.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and
may in the future assert patent, copyright, trademark and other intellectual property rights against technologies that are important to our business. The resolution or compromise of any litigation or
other legal process to enforce such alleged third party rights, including claims arising through our contractual indemnification of our customers, or claims challenging the validity of our patents,
regardless of its merit or resolution, could be costly and divert the efforts and attention of our management and technical personnel.

We
may not prevail in any such litigation or other legal process or we may compromise or settle such claims because of the complex technical issues and inherent uncertainties in
intellectual property disputes and the significant expense in defending such claims. If litigation or other legal process results in adverse rulings, we may be required to:



In
connection with the distribution, we generally assumed responsibility for all contingent liabilities and litigation against Conexant or its subsidiaries related to our business.

If we are not successful in protecting our intellectual property rights, it may harm our ability to compete.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as employee and third-party nondisclosure and confidentiality agreements and
other methods, to protect our proprietary technologies and processes. We may be required to engage in litigation to enforce or protect our

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intellectual
property rights, which may require us to expend significant resources and to divert the efforts and attention of our management from our business operations. In particular:



Despite
the preventive measures and precautions that we take, a third party could copy or otherwise obtain and use our technology without authorization, develop similar technology
independently or design around our patents. We generally enter into confidentiality agreements with our employees, consultants and strategic partners. We also try to control access to and distribution
of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products, services or
technology without our authorization. Also, former employees may seek employment with our business partners, customers or competitors, and the confidential nature of our proprietary information may
not be maintained in the course of such future employment. Further, in some countries outside the United States, patent protection is not available or not reliably enforced. Some countries that do
allow registration of patents do not provide meaningful redress for patent violations. As a result, protecting intellectual property in those countries is difficult and competitors may sell products
in those countries that have functions and features that infringe on our intellectual property.

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

Although we, our customers and our suppliers rigorously test our products, our products are complex and may contain errors, defects or bugs when first introduced
or as new versions are released. We have in the past experienced, and may in the future experience, errors, defects and bugs. If any of our products contain production defects or reliability, safety,
quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to buy our products, which could adversely affect our ability to
retain existing customers and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products to our customers, which could adversely affect our results
of operations.

If
defects or bugs are discovered after commencement of commercial production of a new product, we may be required to make significant expenditures of capital and other resources to
resolve the problems. This could result in significant additional development costs and the diversion of technical and other resources from our other development efforts. We could also incur
significant costs to repair or replace defective products and we could be subject to claims for damages by our customers or others against us. We could also be exposed to product liability claims of
indemnification claims by our customers. These costs or damages could have a material adverse effect on our financial condition and results of operations.

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.

Our future success depends on our ability to attract, retain and motivate qualified personnel, including executive officers and other key management, technical
and support personnel. As the source of our technological and product innovations, our key technical personnel represent a significant asset. The
competition for such personnel can be intense in the semiconductor industry. We may not be able to attract and retain qualified management and other personnel necessary for the design, development,
sale and support of our products.

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In periods of poor operating performance, we have experienced, and may experience in the future, particular difficulty attracting and retaining key personnel. If we are not successful in
assuring our employees of our financial stability and our prospects for success, our employees may seek other employment, which may materially and adversely affect our business. Moreover, our recent
expense reduction and restructuring initiatives, including a series of worldwide workforce reductions, have significantly reduced the number of our technical employees. We intend to continue to expand
our international business activities including expansion of design and operational centers abroad and may have difficulty attracting and maintaining international employees. The loss of the services
of one or more of our key employees, including Raouf Y. Halim, our chief executive officer, or certain key design and technical personnel, or our inability to attract, retain and motivate qualified
personnel could have a material adverse effect on our ability to operate our business.

Approximately
7% of our engineers are foreign nationals working in the United States under visas. The visas held by many of our employees permit qualified foreign nationals working in
specialty occupations, such as certain categories of engineers, to reside in the United States during their employment. The number of new visas approved each year may be limited and may restrict our
ability to hire additional qualified technical employees. In addition, immigration policies are subject to change, and these policies have generally become more stringent since the events of
September 11, 2001. Any additional significant changes in immigration laws, rules or regulations may further restrict our ability to retain or hire technical personnel.

We are subject to the risks of doing business internationally.

A significant part of our strategy involves our continued pursuit of growth opportunities in a number of international markets. We market, sell, design and
service our products internationally. Sales to customers located outside the United States, primarily in the Asia-Pacific region and Europe, were approximately 69% of our net revenues for
fiscal 2007. In addition, we have design centers, customer support centers, and rely on suppliers, located outside the United States, including foundries and assembly and test service providers
located in the Asia-Pacific region. Our international sales and operations are subject to a number of risks inherent in selling and operating abroad which could adversely affect our
ability to increase or maintain our foreign sales. These include, but are not limited to, risks regarding:



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Because
most of our international sales, other than sales to Japan (which are denominated principally in Japanese yen), are currently denominated in U.S. dollars, our products could
become less competitive in international markets if the value of the U.S. dollar increases relative to foreign currencies. As we continue to shift a portion of our operations offshore, more of our
expenses are incurred in currencies other than those in which we bill for the related services. An increase in the value of certain currencies, such as the Euro, Ukrainian hryvnia and Indian rupee,
against the U.S. dollar could increase costs of our offshore operations by increasing labor and other costs that are denominated in local currencies.

From
time to time we may enter into foreign currency forward exchange contracts to mitigate the risk of loss from currency exchange rate fluctuations for foreign currency commitments
entered into in the ordinary course of business. We have not entered into foreign currency forward exchange contracts for other purposes. Our financial condition and results of operations could be
adversely affected by currency fluctuations.

We may make business acquisitions or investments, which involve significant risk.

We may from time to time make acquisitions, enter into alliances or make investments in other businesses to complement our existing product offerings, augment our
market coverage or enhance our technological capabilities. However, any such transactions could result in:



Integrating
acquired organizations and their products and services may be expensive, time-consuming and a strain on our resources and our relationships with employees,
customers and suppliers, and ultimately may not be successful. The benefits or synergies we may expect from the acquisition of complementary or supplementary businesses may not be realized to the
extent or in the time frame we initially anticipate.

Additionally,
in periods subsequent to an acquisition, we must evaluate goodwill and acquisition-related intangible assets for impairment. When such assets are found to be impaired, they
will be written down to estimated fair value, with a charge against earnings.

The price of our common stock may fluctuate significantly.

The price of our common stock is volatile and may fluctuate significantly. There can be no assurance as to the prices at which our common stock will trade or that
an active trading market in our common
stock will be sustained in the future. The market price at which our common stock trades may be influenced by many factors, including:



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In
addition, public stock markets have experienced, and may in the future experience, extreme price and trading volume volatility, particularly in the technology sectors of the market.
This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to or disproportionately impacted by the operating performance
of these companies. These broad market fluctuations may adversely affect the market price of our common stock. If our common stock trades below $1.00 for 30 consecutive trading days, or if we
otherwise do not meet the requirements for continued quotation on the Nasdaq Global Market, our common stock
could be delisted, which would adversely affect the ability of investors to sell shares of our common stock and could otherwise adversely affect our business.

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

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations (see "Critical Accounting
Policies" in Part II, Item 7 of this Form 10-K). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and
changes in rulemaking by the regulatory bodies. Factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could
significantly affect our results of operations.

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.

Conexant holds a warrant to acquire 30 million shares of our common stock at a price of $3.408 per share, exercisable through June 27, 2013,
representing approximately 16% of our outstanding common stock on a fully diluted basis. The warrant may be transferred or sold in whole or part at any time. If Conexant sells the warrant or if
Conexant or a transferee of the warrant exercises the warrant and sells a substantial number of shares of our common stock in the future, or if investors perceive that these sales may occur, the
market price of our common stock could decline or market demand for our common stock could be sharply reduced. As of September 30, 2007, we have $46.0 million principal amount of
convertible senior notes outstanding. These notes are convertible at any time, at the option of the holder, into approximately 432.9004 shares of common stock per $1,000 principal amount of notes or
an aggregate of approximately 19.9 million shares of our common stock. The conversion of the notes and subsequent sale of a substantial number of shares of our common stock could also adversely
affect demand for, and the market price of, our common stock. Each of these transactions could adversely affect our ability to raise additional financing by issuing equity or equity-based securities
in the public capital markets.

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Antidilution and other provisions in the warrant issued to Conexant may also adversely affect our stock price or our ability to raise additional
financing.

The warrant issued to Conexant contains antidilution provisions that provide for adjustment of the warrant's exercise price, and the number of shares issuable
under the warrant, upon the occurrence of certain events. If we issue, or are deemed to have issued, shares of our common stock, or securities convertible into our common stock, at prices below the
current market price of our common stock (as defined in the warrant) at the time of the issuance of such securities, the warrant's exercise price will be reduced and the number of shares issuable
under the warrant will be increased. The amount of such adjustment if any, will be determined pursuant to a formula specified in the warrant and will depend on the number of shares issued, the
offering price and the current market price of our common stock at the time of the issuance of such securities. Adjustments to the warrant pursuant to these antidilution provisions may result in
significant dilution to the interests of our existing stockholders and may adversely affect the market price of our common stock. The antidilution provisions may also limit our ability to obtain
additional financing on terms favorable to us.

Moreover,
we may not realize any cash proceeds from the exercise of the warrant held by Conexant. A holder of the warrant may opt for a cashless exercise of all or part of the warrant.
In a cashless exercise, the holder of the warrant would make no cash payment to us, and would receive a number of shares of our common stock having an aggregate value equal to the excess of the
then-current market price of the shares of our common stock issuable upon exercise of the warrant over the exercise price of the warrant. Such an issuance of common stock would be
immediately dilutive to the interests of other stockholders.

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.

Some of our directors are Conexant directors, and our non-executive chairman of the board is chairman of the board of Conexant. Several of our
directors and executive officers own Conexant common stock and hold options to purchase Conexant common stock. Service on our board of directors and as a director or officer of Conexant, or ownership
of Conexant common stock by our directors and executive officers, could create, or appear to create, potential conflicts of interest when directors and officers are faced with decisions that could
have different implications for us and Conexant. For example, potential conflicts could arise in connection with decisions involving the warrant to purchase our common stock issued to Conexant, or
other agreements entered into between us and Conexant in connection with the distribution.

Our
restated certificate of incorporation includes provisions relating to the allocation of business opportunities that may be suitable for both us and Conexant based on the relationship
to the companies of the individual to whom the opportunity is presented and the method by which it was presented and also includes provisions limiting challenges to the enforceability of contracts
between us and Conexant.

We
may have difficulty resolving any potential conflicts of interest with Conexant, and even if we do, the resolution may be less favorable than if we were dealing with an entirely
unrelated third party.

Provisions in our organizational documents and rights plan and Delaware law will make it more difficult for someone to acquire control of us.

Our restated certificate of incorporation, our amended and restated bylaws, our amended rights agreement and the Delaware General Corporation Law contain several
provisions that would make

27

---



more
difficult an acquisition of control of us in a transaction not approved by our board of directors. Our restated certificate of incorporation and amended and restated bylaws include provisions
such as:



Our
rights agreement gives our stockholders certain rights that would substantially increase the cost of acquiring us in a transaction not approved by our board of directors.

In
addition to the rights agreement and the provisions in our restated certificate of incorporation and amended and restated bylaws, Section 203 of the Delaware General
Corporation Law generally provides that a corporation shall not engage in any business combination with any interested stockholder during the three-year period following the time that such
stockholder becomes an interested stockholder, unless a majority of the directors then in office approves either the business combination or the transaction that results in the stockholder becoming an
interested stockholder or specified stockholder approval requirements are met.

Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

At October 26, 2007, we occupied our headquarters located in Newport Beach, California (which includes design and sales offices), 8 design centers and 10
sales locations. These facilities had an aggregate floor space of approximately 270,000 square feet, all of which is leased, consisting of approximately 193,000 square feet at our headquarters, 58,000
square feet at our design centers and 19,000 square feet at our sales locations. In June 2008, we plan to reduce the space we rent at our headquarters by approximately 50,000 square feet. This
space has been unoccupied since early 2007 when we recorded an impairment charge for the remaining rent to be paid on this space. We believe our properties are well maintained, are in sound operating
condition and contain all the equipment and facilities to operate at present levels.

Through
our design centers, we provide design engineering and product application support and after-sales service to our OEM customers. The design centers are strategically located to
take advantage of key technical and engineering talent worldwide.

Item 3.Legal Proceedings

We are currently not engaged in legal proceedings that require disclosure under this Item.

Item 4.Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our stockholders during the quarter ended September 30, 2007.

28

---





PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities

Market Information

Our common stock is traded on the Nasdaq Global Market under the symbol "MSPD." The following table lists the high and low sales price of our common stock as
reported by the Nasdaq Global Market for the periods indicated.

High

LowFiscal 2006Quarter ended December 31, 2005

$
2.38

$
1.70Quarter ended March 31, 2006

$
4.05

$
2.41Quarter ended June 30, 2006

$
4.25

$
2.30Quarter ended September 30, 2006

$
2.62

$
1.39Fiscal 2007Quarter ended December 31, 2006

$
2.05

$
1.62Quarter ended March 31, 2007

$
2.53

$
1.75Quarter ended June 30, 2007

$
2.38

$
1.95Quarter ended September 30, 2007

$
2.25

$
1.59


Recent Share Prices and Holders

The last reported sale price of our common stock on November 27, 2007 was $1.39 and there were approximately 37,826 holders of record of our common stock.
However, many holders' shares are listed under their brokerage firms' names.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any earnings for use in our business and do not anticipate paying cash
dividends in the foreseeable future.

Issuer Purchases of Equity Securities

|                                      |  | Total Number of
Shares (or Units)
Purchased |     | Average Price
Paid per Share
(or Unit) |      | Total Number of
Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs |   | Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May yet be
Purchased Under the
Plans or Programs
|------------------------------------- |  | ------------------------------------------- | --- | -------------------------------------- | ---- | ------------------------------------------------------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------
|June 30, 2007 to July 27, 2007        |  | 639                                         | (a) | $                                      | 2.21 |                                                                                             |  |                                                                                                                        
|July 28, 2007 to August 24, 2007      |  |                                            |     | $                                      |     |                                                                                             |  |                                                                                                                        
|August 25, 2007 to September 28, 2007 |  |                                            |     | $                                      |     |                                                                                             |  |                                                                                                                        
|                                      |  |                                             |     |                                        |      |                                                                                             |   |                                                                                                                        
|                                      |  | 639                                         |     | $                                      | 2.21 |                                                                                             |  |                                                                                                                        
|                                      |  |                                             |     |                                        |      |                                                                                             |   |                                                                                                                        

---

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act or the Exchange Act that might incorporate future filings,
including this Annual Report on Form 10-K, in whole or in part, the Stock Performance Graph which follows shall not be deemed to be incorporated by reference in

29

---



to any such filings except to the extent that we specifically incorporate any such information into any such future filings. The Stock Performance Graph is not, and shall not be deemed to be,
"soliciting material" or "filed" with the Securities and Exchange Commission.

Stock Performance Graph

Set forth below is a line graph comparing the cumulative total stockholder return on our common stock against the cumulative total return of the Nasdaq U.S. Index
and the Nasdaq Electronic Components Index. The graph assumes that $100 was invested on June 30, 2003, the first day of public trading of our common stock, in each of our common stock, the
Nasdaq U.S. Index and the Nasdaq Electronic Components Index and that all dividends were reinvested. No cash dividends have been paid or declared on our common stock. Total return is based on
historical results and is not intended to indicate future performance.

COMPARISON OF CUMULATIVE TOTAL RETURN*AMONG MINDSPEED TECHNOLOGIES, INC., THE NASDAQ U.S. INDEX
AND THE NASDAQ ELECTRONIC COMPONENTS INDEX

GRAPHIC

|                                   |  | Cumulative Total Return September 30,
|---------------------------------- |  | -------------------------------------
|
|
|Mindspeed Technologies, Inc.       |  | $                                    
|Nasdaq U.S. Index                  |  |                                      
|Nasdaq Electronic Components Index |  |                                      

30

---





Item 6.Selected Financial Data

The selected consolidated financial data presented below should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements and the notes thereto appearing elsewhere in this Annual Report on Form 10-K. Our consolidated
selected financial data have been derived from our audited consolidated financial statements. The selected financial data include our results of operations and financial position while we were part of
Conexant prior to June 27, 2003. The financial data for periods prior to June 27, 2003 do not reflect what our results of operations and financial position would have been if we had
operated as an independent public company during those periods.

|                                                          |                                                           | Year Ended September 30, |        
|--------------------------------------------------------- | --------------------------------------------------------- | ------------------------ | -------
|
|
|Statement of Operations Data                              |                                                           |                          |        
|Net revenues                                              |                                                           | $                        | 127,805
|Cost of goods sold                                        |                                                           |                          | 42,334 
|                                                          |                                                           |                          |        
|                                                          | Gross margin                                              |                          |        
|Operating expenses:                                       |                                                           |                          |        
|                                                          | Research and development                                  |                          |        
|                                                          | Selling, general and administrative                       |                          |        
|                                                          | Amortization of intangible assets                         |                          |        
|                                                          | Special charges(1)                                        |                          |        
|                                                          |                                                           |                          |        
|                                                          |                                                           | Total operating expenses |        
|                                                          |                                                           |                          |        
|Operating loss                                            |                                                           |                          | (20,085
|Interest expense                                          |                                                           |                          | (2,240 
|Other income, net                                         |                                                           |                          | 522    
|                                                          |                                                           |                          |        
|Loss before income taxes                                  |                                                           |                          | (21,803
|Provision for income taxes                                |                                                           |                          | 111    
|                                                          |                                                           |                          |        
|Loss before cumulative effect of accounting change        |                                                           |                          | (21,914
|Cumulative effect of change in accounting for goodwill(2) |                                                           |                          |       
|                                                          |                                                           |                          |        
|Net loss                                                  |                                                           | $                        | (21,914
|                                                          |                                                           |                          |        
|Loss per share, basic and diluted:                        |                                                           |                          |        
|                                                          | Loss before cumulative effect of accounting change        |                          | $      
|                                                          | Cumulative effect of change in accounting for goodwill(2) |                          |        
|                                                          |                                                           |                          |        
|                                                          | Net loss                                                  |                          | $      
|                                                          |                                                           |                          |        

|                          |  | As of September 30,
|------------------------- |  | -------------------
|
|Balance Sheet Data        |  |                    
|Cash and cash equivalents |  | $                  
|Marketable Securities     |  |                    
|Working capital           |  |                    
|Total assets              |  |                    
|Long-term debt            |  |                    
|Stockholders' equity      |  |                    

---

31

---





Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We design, develop and sell semiconductor networking solutions for communications applications in enterprise, access, metropolitan and wide-area
networks. Our products, ranging from optical network transceiver solutions to voice and Internet protocol (IP) processors, are classified into three focused product families:
high-performance analog products, multiservice access digital signal processor (DSP) products and wide area networking (WAN) communications products. Our products are sold to original
equipment manufacturers (OEMs) for use in a variety of network infrastructure equipment, including mixed media gateways, high-speed routers, switches, access multiplexers, cross-connect
systems, add-drop multiplexers, digital loop carrier equipment, IP private branch exchanges (PBXs) and optical modules. Service providers use this equipment for the processing,
transmission and switching of high-speed voice, data and video traffic, including advanced services such as voice-over-IP (VoIP), within different segments of the
communications network. Our OEM customers include Alcatel-Lucent, Cisco Systems, Inc., Huawei Technologies Co., Ltd., LM Ericsson Telephone Company, Nortel Networks, Inc., Nokia
Siemens Networks and Zhongxing Telecom Equipment Corp. (ZTE).

Trends and Factors Affecting Our Business

Our products are components of network infrastructure equipment. As a result, we rely on network infrastructure OEMs to select our products from among alternative
offerings to be designed into their equipment. These "design wins" are an integral part of the long sales cycle for our products. Our customers may need six months or longer to test and evaluate our
products and an additional six months or more to begin volume production of equipment that incorporates our products. We believe our close relationships with leading network infrastructure OEMs
facilitate early adoption of our products during development of their products, enhance our ability to obtain design wins and encourage adoption of our technology by the industry.

We
market and sell our semiconductor products directly to network infrastructure OEMs. We also sell our products indirectly through electronic component distributors and third-party
electronic manufacturing service providers, who manufacture products incorporating our semiconductor networking solutions for OEMs. Sales to distributors accounted for approximately 54% of our
revenues for fiscal 2007. Sales to customers located outside the United States, primarily in the Asia-Pacific region and Europe, were approximately 69% of our net revenues for fiscal 2007.
We believe a substantial portion of the products we sell to OEMs and third-party manufacturing service providers in the Asia-Pacific region is ultimately shipped to end markets in the
Americas and Europe.

We
have significant research, development, engineering and product design capabilities. Our success depends to a substantial degree upon our ability to develop and introduce in a timely
fashion new products and enhancements to our existing products that meet changing customer requirements and emerging industry standards. We have made, and plan to make, substantial investments in
research and development and to participate in the formulation of industry standards. We spent approximately $57.4 million on research and development for fiscal 2007. We seek to maximize our
return on our research and development spending by focusing our research and development investment in what we believe are key high-growth markets, including VoIP and
high-performance analog applications. We have developed and maintain a broad intellectual property portfolio, and we intend to periodically enter into strategic arrangements to leverage
our portfolio by licensing or selling our patents or other intellectual property that are no longer core to our business. We recognized our first revenues from the sale of patents during the fourth
quarter of fiscal 2007.

We
are dependent upon third parties for the manufacture, assembly and testing of our products. Our ability to bring new products to market, to fulfill orders and to achieve
long-term revenue growth is dependent on our ability to obtain sufficient external manufacturing capacity, including wafer

32

---



fabrication
capacity. Periods of upturn in the semiconductor industry may be characterized by rapid increases in demand and a shortage of capacity for wafer fabrication and assembly and test services.
In such periods, we may experience longer lead times or indeterminate delivery schedules, which may adversely affect our ability to fulfill orders for our products. During periods of capacity
shortages for manufacturing, assembly and testing services, our primary foundries and other suppliers may devote their limited capacity to fulfill the requirements of other clients that are larger
than we are, or who have superior contractual rights to enforce manufacture of their products, including to the exclusion of producing our products. We may also incur increased manufacturing costs,
including costs of finding acceptable alternative foundries or assembly and test service providers.

In
order to achieve profitability, we must reduce operating expenses or achieve substantial revenue growth. Through fiscal 2007, we have completed a series of cost reduction actions
which have improved our operating cost structure.

Our
ability to achieve the necessary revenue growth will depend on increased demand for network infrastructure equipment that incorporates our products, which in turn depends primarily
on the level of capital spending by communications service providers. We believe the market for network infrastructure equipment in general, and for communications semiconductors in particular, offers
attractive long-term growth prospects due to increasing demand for network capacity, the continued upgrading and expansion of existing networks and the build-out of
telecommunication networks in developing countries. However, the semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence
and price erosion, evolving technical standards, short product life cycles and wide fluctuations in product supply and demand. In addition, there has been an increasing trend toward industry
consolidation, particularly among major network equipment and telecommunications companies. Consolidation in the industry may lead to pricing pressure and loss of market share. These factors have
caused substantial fluctuations in our revenues and our results of operations in the past, and we may experience cyclical fluctuations in our business in the future.

On
September 25, 2007, we acquired the product portfolio and intellectual property assets of Ample Communications, Inc., an innovative developer of Ethernet media access
controller (MAC) products for carrier Ethernet aggregation applications. We paid approximately $4.6 million in cash to acquire the assets in a private foreclosure sale from Ample's senior
creditor.

Ample's
products ship to major OEM equipment customers for installation in Ethernet metropolitan, access, and enterprise networks, including wireless/cellular backhaul and
Ethernet-over-SONET applications. We intend to market, sell and support these Ethernet aggregation products with densities ranging from two to 24 ports and Ethernet
transmission speeds from 10 Mbps to 10 Gbps. We also expect to develop and further extend the Ethernet MAC product line.

Stock-Based Compensation Programs

We use stock-based compensation to attract and retain employees and to provide long-term incentive compensation that aligns the interests of our
employees with those of our stockholders. Prior to fiscal 2006, our stock-based compensation consisted principally of stock options. Eligible employees received grants of stock options at the time of
hire; we also made broad-based stock option grants covering substantially all of our employees annually. Stock option awards have exercise prices not less than the market price of our common stock at
the grant date and a contractual term of eight or ten years, and are subject to time-based vesting (generally over four years). From time to time we have also used restricted stock awards
with time-based vesting for incentive or retention purposes.

Beginning
in fiscal 2006, we revised our stock-based compensation arrangements to provide current and long-term incentive compensation, principally through restricted stock
awards. During fiscal 2007 and fiscal 2006, we granted an aggregate of 2.8 million shares and 4.2 million shares, respectively, of

33

---



restricted
stock to our employees. These awards principally consisted of broad-based grants, covering substantially all of our employees. One broad-based grant was intended to provide performance
emphasis and incentive compensation through vesting tied to each employee's performance against individual goals for each of the fiscal years. Another broad-based grant of restricted stock was
intended to provide long-term incentive compensation; these awards vest ratably over a period of four years, and require continued service. In fiscal 2006, certain senior management
personnel also received additional restricted stock awards having vesting tied to our achievement of an operating profit.

From
time to time, we also grant stock options or other stock-based awards for incentive or retention purposes. We periodically review, and may further revise, our compensation
arrangements based on our assessment of the effectiveness of our compensation arrangements and to keep our overall compensation package at market levels.

Effective
October 1, 2005, we adopted Financial Accounting Standards (SFAS) 123R, "Share-Based Payment" using the "modified prospective application." SFAS 123R
requires that we account for all stock-based compensation transactions using a fair-value method and recognize the fair value of each award as an expense over the service period. As
required by SFAS 123R, our stock-based compensation expense for fiscal 2006 and fiscal 2007 includes the fair value of new awards, modified awards and any unvested awards outstanding at
October 1, 2005. However, the consolidated financial statements for periods prior to the adoption of SFAS 123R have not been restated to reflect the fair value method of accounting for
stock-based compensation. The fair value of restricted stock awards is based upon the market price of our common stock at the grant date. We estimate the fair value of stock option awards, as of the
grant date, using the Black-Scholes option-pricing model. The fair value of each award is recognized on a straight-line basis over the vesting or service period.

Stock-based
compensation expense totaling $7.3 million, $7.5 million and $400,000 for fiscal 2007, fiscal 2006 and fiscal 2005, respectively, is included in cost of goods
sold, research and development expenses, selling, general and administrative expenses and special charges. The increase principally reflects the cost of restricted stock and other awards made during
fiscal 2007 and fiscal 2006, as well as the cost of awards outstanding at October 1, 2005 but vesting after that date. As of September 30, 2007, there was unrecognized compensation
expense of $2.5 million related to unvested stock options, which we expect to recognize over a weighted-average period of 2.4 years and unrecognized compensation expense of
$3.5 million related to unvested restricted stock awards, which we expect to recognize over a weighted-average period of 1.7 years.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Among the significant estimates affecting our consolidated financial statements are those relating to inventories, revenue recognition, allowances for
doubtful accounts, stock-based compensation, income taxes and impairment of long-lived assets. We regularly evaluate our estimates and assumptions based upon historical experience and
various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. To the extent actual results differ from those estimates; our future results of operations may be affected.

InventoriesWe write down our inventory for estimated obsolete or unmarketable inventory in an amount equal to the difference
between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than our estimates,
additional inventory write-downs may be required. In the event we

34

---



experience
unanticipated demand and are able to sell a portion of the inventories we have previously written down, our gross margins will be favorably affected.

Stock-Based CompensationWe account for stock-based compensation in accordance with SFAS No. 123R, "Share-Based
Payment." SFAS 123R requires that we account for all stock-based compensation transactions using a fair-value method and recognize the fair value of each award as an expense over
the service period. The fair value of restricted stock awards is based upon the market price of our common stock at the grant date. We estimate the fair value of stock option awards, as of the grant
date, using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires that we make a number of estimates, including the expected option term, the expected volatility in the
price of our common stock, the risk-free rate of interest and the dividend yield on our common stock. If our expected option term and stock-price volatility assumptions were different, the
resulting determination of the fair value of stock option awards could be materially different. In addition, judgment is also required in estimating the number of share-based awards that we expect
will ultimately vest upon the fulfillment of service conditions (such as time-based vesting) or the achievement of specific performance conditions. If the actual number of awards that
ultimately vest differs significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.

Revenue RecognitionWe recognize revenues when the following fundamental criteria are met: (i) persuasive evidence of
an arrangement exists; (ii) delivery has occurred; (iii) our price to the
customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss transfer to the customer, in
accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred in all instances where the earnings process is incomplete. We make certain product sales to
electronic component distributors under agreements allowing for a right to return unsold products. We defer the recognition of revenue on all sales to these distributors until the products are sold by
the distributors to a third party. We record a reserve for estimated sales returns and allowances in the same period as the related revenues are recognized. We base these estimates on our historical
experience or the specific identification of an event necessitating a reserve. To the extent actual sales returns differ from our estimates, our future results of operations may be affected.
Development revenue is recognized when services are performed and was not significant for any of the periods presented. Revenues from the sale of intellectual property is recognized when the above
mentioned four criteria are met and was not significant for any of the periods presented.

Deferred Income TaxesWe have provided a full valuation allowance against our U.S federal and state deferred tax assets. If
sufficient evidence of our ability to generate future U.S federal and/or state taxable income becomes apparent, we may be required to reduce our valuation allowance, resulting in income tax benefits
in our statement of operations. We evaluate the realizability of our deferred tax assets and assess the need for a valuation allowance quarterly.

Impairment of Long-Lived AssetsWe continually monitor and review long-lived assets, including fixed
assets, goodwill and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of
recoverability is based on an estimate of the undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of cash flows is based upon, among other
things, certain assumptions about expected future operating performance, growth rates and other factors. Our estimates of undiscounted cash flows may differ from actual cash flows due to, among other
things, technological changes, economic conditions, changes to our business model or changes in our operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than
the carrying value, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset.

35

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Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
("FIN 48") which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes."
This pronouncement recommends a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in the Company's tax
return. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim periods and disclosure requirements for uncertain tax positions. The accounting provisions of FIN 48
will be effective for our first fiscal quarter of fiscal 2008. We are in the process of evaluating the effect, if any, the adoption of FIN 48 will have on our financial statements.

In
September 2006, the FASB issued Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurement",, which defines fair value, establishes a framework for measuring fair
value and expands disclosures regarding assets and liabilities measured at fair value. We will be required to adopt SFAS 157 in the first quarter of fiscal 2009 and do not expect that the
adoption will have a material impact on our financial condition or results of operations.

In
February 2007, the FASB issued Financial Accounting Standards (SFAS) No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." The statement permits
entities to choose to measure many financial instruments and certain other items at fair value that are currently not required to be measured at fair value. We will be required to adopt
SFAS 159 in the first quarter of fiscal 2009 and do not expect that the adoption will have a material impact on our financial condition or results of operations.

In
June 2007, the FASB ratified Emerging Issues Task Force consensus on EITF Issue No. 07-3, "Accounting for Non-refundable Advanced Payments for Goods or
Services to be Used in Future Research and Development Activities." EITF Issue No. 07-3 requires that these payments be deferred and capitalized and expensed as goods are delivered
or as the related services are performed. We will be required to adopt EITF 07-3 in the first quarter of fiscal 2009 and do not expect that the adoption will have a material impact
on our financial condition or results of operations.

Results of Operations



In the fourth quarter of fiscal 2007, our net revenues grew 5% year over year, reaching $33.7 million. Our fiscal 2007 fourth quarter net revenues
increased approximately 1% from fiscal 2007 third quarter net revenues of $33.2 million. Over the past year we have been reviewing our portfolio of intellectual property with a view to license
some of our key patents. In addition, we have been considering the sale of certain patents that are no longer core to our business. In the fourth quarter of 2007, we recognized our first revenues from
these efforts. Our operating loss for the fiscal 2007 fourth quarter was $375,000 compared to $7.0 million in the fourth quarter of fiscal 2006. The decrease in our operating loss reflects a
higher gross margin of $2.8 million and decreased operating expenses of $3.7 million mainly due to cost cutting measures implemented beginning in the first quarter of fiscal 2007.

36

---



Net Revenues



The following table summarizes our net revenues:

2007

Change

2006

Change

2005(Dollars in millions)Multiservice access DSP products

$
36.3

(3
)%
$
37.4

13
%
$
33.1High-performance analog products


37.5

(12
)%

42.7

58
%

27.1WAN communications products


54.0

(3
)%

55.8

8
%

51.6Net revenues

$
127.8

(6
)%
$
135.9

22
%
$
111.8


The
6% decrease in our net revenues for fiscal 2007 compared to fiscal 2006 reflects lower sales volumes across each of our product families. Net revenues from our multiservice access
DSP products decreased $1.1 million, or 3%, reflecting a decrease in sales in our legacy products mostly offset by increased sales volumes across our newer VoIP product families as well as
revenues recorded on the sale of intellectual property. We are experiencing increased sales volumes of our newer VoIP product families as telecommunication service providers install equipment to
transmit their voice traffic over IP data networks. We believe we are benefiting from the increasing deployment of IP-based networks both in new network buildouts (particularly in Asia)
and the replacement of circuit-switched networks. Net revenues from our high-performance analog products decreased by $5.2 million, or 12%, mostly due to decreased shipments of our
physical media dependent devices serving fiber optic markets somewhat offset by increased shipments of video infrastructure products serving standard and high definition broadcast video markets. Sales
of our WAN communications products decreased by $1.8 million, or 3%, primarily resulting from a slowdown in consumption of our products in access and metropolitan area network applications such
as T/E carrier transmission products. These decreases were partially offset by an increase in demand for our ATM/MPLS network processor products for use in wireless, enterprise and broadband
infrastructure applications.

For
fiscal 2006, the 22% increase in our net revenues compared to fiscal 2005 reflects higher sales volumes across each of our product families. Net revenues from our multiservice access
DSP products increased $4.3 million, or 13%, reflecting increased sales volumes across the majority of our VoIP product families. Net revenues from our high-performance analog
products increased by $15.6 million, or 58%, benefiting from increased shipments of our crosspoint switches, physical media
dependent devices serving fiber optic markets and video infrastructure products serving standard and high definition broadcast video markets. Sales of our WAN communications products increased by
$4.2 million, or 8%, reflecting increased shipments of our T/E carrier transmission products serving metro access and aggregation as well as wireless markets, partially offset by lower demand
for our ATM/MPLS network processor products serving router markets.

Gross Margin

2007

Change

2006

Change

2005(Dollars in millions)Gross margin

$
85.5

(7
)%
$
92.3

18
%
$
78.1Percent of net revenues


67
%



68
%



70
%


Gross
margin represents net revenues less cost of goods sold. As a fabless semiconductor company, we use third parties (including TSMC, Jazz and Amkor) for wafer fabrication and assembly
and test services. Our cost of goods sold consists predominantly of: purchased finished wafers; assembly and test services; royalty and other intellectual property costs; labor and overhead costs
associated with product procurement; and sustaining engineering expenses pertaining to products sold.

37

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Our
gross margin for fiscal 2007 decreased $6.8 million over fiscal 2006, principally reflecting the 6% decrease in our net revenues. Our gross margin as a percent of net revenues
for fiscal 2007 decreased 1% from fiscal 2006 primarily as a result of a $1.5 million reduction in the benefit related to the sale of inventory previously written down to a zero cost basis in
2001. In addition, the change in provision for excess and obsolete inventories was an increase in the provision of $1.8 million in fiscal 2007 compared to a net decrease of $586,000 for fiscal
2006. Our gross margin for fiscal 2006 increased $14.2 million over fiscal 2005, principally reflecting the 22% increase in our net revenues in fiscal 2006 and the favorable effect of increased
manufacturing volumes, net favorable impact of higher than anticipated manufacturing yields, a net decrease in the provision for excess and obsolete inventories, partially offset by a greater level of
depreciation on photomask production tooling and a higher level of variable manufacturing overhead. Our gross margin as a percent of net revenues for fiscal 2006 declined from fiscal 2005 primarily as
a result of a reduction in the benefit related to the sale of inventory previously written down to a zero cost basis in 2001. The change in provision for excess and obsolete inventories was a decrease
of $586,000 for fiscal 2006, compared to an increase in the provision of $489,000 for fiscal 2005.

Our
gross margins also benefited from the sale of inventories with an original cost of $4.0 million (2007), $5.5 million (2006) and $8.7 million (2005) that we had
written down to a zero cost basis during fiscal 2001. These sales resulted from renewed demand for certain products that was not anticipated at the time of the write-downs. The previously
written-down inventories were generally sold at prices which exceeded their original cost.

In
fiscal 2001, we recorded an aggregate of $83.5 million of inventory write-downs, reducing the cost basis of the affected inventories to zero. The fiscal 2001 inventory
write-downs resulted from the sharply reduced end-customer demand for network infrastructure equipment during that period. As a result of these market conditions, we experienced a
significant number of order cancellations and a decline in the volume of new orders beginning in the fiscal 2001 first quarter. The inventories written down in fiscal 2001 principally consisted of
multiservice access processors and DSL transceivers.

We
assess the recoverability of our inventories at least quarterly through a review of inventory levels in relation to foreseeable demand (generally over twelve months). Foreseeable
demand is based upon all available information, including sales backlog and forecasts, product marketing plans and product life cycles. When the inventory on hand exceeds the foreseeable demand, we
write down the value of those inventories which, at the time of our review, we expect to be unable to sell. The amount of the inventory write-down is the excess of historical cost over
estimated realizable value. Once established, these write-downs are considered permanent adjustments to the cost basis of the excess inventory.

Our
products are used by OEMs that have designed our products into network infrastructure equipment. For many of our products, we gain these design wins through a lengthy sales cycle,
which often includes providing technical support to the OEM customer. In the event of the loss of business from existing OEM customers, we may be unable to secure new customers for our existing
products without first achieving new design wins. When the quantities of inventory on hand exceed foreseeable demand from existing OEM customers into whose products our products have been designed, we
generally will be unable to sell our excess inventories to others, and the estimated realizable value of such inventories to us is generally zero.

From
the time of the fiscal 2001 inventory write-downs through September 30, 2007, we scrapped a portion of these inventories having an original cost of $39.8 million and
sold a portion of these inventories with an original cost of $36.0 million. The sales resulted from increased demand beginning in the first quarter of fiscal 2002 which was not anticipated at
the time of the write-downs. As of September 30, 2007, we continued to hold inventories with an original cost of $7.7 million which were previously written down to a zero cost basis. We
currently intend to hold these remaining inventories and will sell these inventories if we continue to experience a renewed demand for these products.

38

---



While
there can be no assurance that we will be able to do so, if we are able to sell a portion of the inventories which are carried at zero cost basis, our gross margins will be favorably affected by
an amount equal to the original cost of the zero-cost basis inventory sold. To the extent that we do not experience renewed demand for the remaining inventories, they will be scrapped as
they become obsolete.

We
base our assessment of the recoverability of our inventories, and the amounts of any write-downs, on currently available information and assumptions about future demand and market
conditions. Demand for our products may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than those projected by management. In the event that
actual demand is lower than originally projected, additional inventory write-downs may be required.

Research and Development

2007

Change

2006

Change

2005(Dollars in millions)Research and development expenses

$
57.4

(10
)%
$
64.1

(10
)%
$
71.4Percent of net revenues


45
%



47
%



64
%


Our
research and development (R&D) expenses consist principally of direct personnel costs, photomasks, electronic design automation tools and pre-production evaluation and
test costs. The $6.7 million decrease in R&D expenses from fiscal 2007 to fiscal 2006 principally reflects a $4.0 million decrease in compensation and personnel-related costs and a
$0.5 million decrease in the cost of our facilities resulting from our expense reduction actions. The decrease in R&D expenses also reflects a $1.4 million decrease in depreciation
expense, principally resulting from certain assets reaching the end of their depreciable lives, and a $0.6 million decrease in the cost of materials, photomasks and preproduction devices.

The
decrease in R&D expenses fiscal 2006 compared to fiscal 2005 includes a $4.3 million decrease in compensation and personnel-related costs, partly attributable to a
one-time vacation requirement, a $2.7 million decrease in depreciation expense and a $2.2 million decrease in materials, supplies and mask sets, principally resulting from
the expense reduction actions we completed in fiscal 2005. During fiscal 2005, we reduced our workforce and closed design centers in Herzlia, Israel and Lisle, Illinois. The affected research and
development programs were principally our asynchronous transfer mode (ATM)/multi-protocol label switching (MPLS) network processor products and, to a lesser extent, our T/E carrier transmission
products. These personnel-related cost savings were partly offset by increased headcount and spending directed toward VoIP products and our high-performance analog products, and by a
$2.5 million increase in stock based compensation expense. The decrease in R&D expenses in fiscal 2006 also reflects lower costs for materials, photomasks and preproduction devices resulting
from the aforementioned expense reduction actions and the reduction in new product development activities in the ATM/MPLS and T/E carrier transmission product lines.

Selling, General and Administrative

2007

Change

2006

Change

2005(Dollars in millions)Selling, general and administrative expenses

$
43.4

(8
)%
$
47.0

12
%
$
41.9Percent of net revenues


34
%



35
%



37
%


Our
selling, general and administrative (SG&A) expenses include personnel costs, independent sales representative commissions and product marketing, applications engineering and other
marketing costs. Our SG&A expenses also include costs of corporate functions including accounting, finance, legal, human resources, information systems and communications. The $3.6 million
decrease in our

39

---



SG&A
expenses for fiscal 2007 compared to fiscal 2006 reflects a $1.3 million decrease in personnel-related costs and a $0.6 million decrease in the cost of our facilities, all of which
are a result of our expense reduction actions. In addition, insurance costs decreased $0.4 million and commissions expense decreased $0.8 million as a result of a reduction in the usage
of outside sales representatives.

The
increase in our SG&A expenses for fiscal 2006 compared to fiscal 2005 principally reflects a $3.9 million increase in stock-based compensation expense, partially offset by the
benefit of a one-time vacation requirement. The increase also reflects increased compensation and personnel-related costs and higher sales commissions associated with the 22% increase in
sales for fiscal 2006 compared to fiscal 2005.

Amortization of Intangible Assets and Change in Accounting for Goodwill

2007

2006

2005(Dollars in millions)Amortization of intangible assets

$


$


$
20.5


Amortization
of intangible assets decreased to zero beginning in fiscal 2006 because the remainder of our intangible assets became fully amortized during fiscal 2005, reducing their
carrying value to zero. Intangible assets were amortized over periods averaging approximately five years for each major asset class and extending to various dates through June 2005. In
conjunction with the acquisition of certain assets of Ample Communications, Inc. which occurred at the end of the fourth quarter of fiscal 2007, we have recorded intangible assets over periods
ranging from three months to ten years that will be amortized beginning in fiscal 2008.

Special Charges

Special charges consist of the following:

2007

2006

2005(In millions)Asset impairments

$


$


$
0.8Restructuring charges


4.7


2.6


5.2$
4.7

$
2.6

$
6.0




During fiscal 2005, we recorded asset impairment charges totaling $810,000 related to property and equipment that we determined to abandon or scrap, including
assets associated with the closure of our former design centers in Herzlia, Israel and Lisle, Illinois.

We
continually monitor and review long-lived assets, including fixed assets and intangible assets, for possible impairment. Future impairment tests may result in significant
write-downs of the value of our assets.



Mindspeed 2007 Restructuring PlanDuring the first and second quarters of fiscal 2007, we implemented
a restructuring plan under which we reduced our workforce by approximately 49 employees. The affected employees included approximately 38 persons in research and development, 8 in sales and
marketing and 3 in general and administrative functions. In connection with this reduction in workforce, we recorded a charge of $2.4 million for severance benefits payable to the affected
employees and $75,000 for the value of stock-based compensation awards that will vest without future service to us. On December 1, 2006, we vacated approximately 50,000 square feet of excess
space at our Newport Beach headquarters and recorded a charge related to contractual obligations on this space

40

---



of
approximately $1.9 million. This charge was increased by $0.6 million during the second fiscal quarter of 2007 and an additional $0.2 million in the fourth fiscal quarter of
2007 as a result of a change in sub-lease income estimates. We expect to incur a total of $0.2 million of additional restructuring costs in future periods related to this plan.

Activity
and liability balances related to the Mindspeed 2007 restructuring plan through September 30, 2007 are as follows (in thousands):

Workforce
Reductions

Facility
and Other

TotalCharged to costs and expenses

$
2,418

$
2,834

$
5,252Cash payments


(2,119
)

(1,582
)

(3,701
)Reversal of non-cash charges


(75
)




(75
)Restructuring balance, September 30, 2007

$
224

$
1,252

$
1,476


Mindspeed 2006 Restructuring PlanIn March 2006, we implemented a restructuring plan under which we reduced our
workforce by approximately 21 employees. The affected employees included approximately 9 persons in research and development, 6 in sales and marketing and 6 in general and administrative
functions. In July 2006, we continued this restructuring plan and reduced our workforce by an additional 19 employees. The affected employees included approximately 17 persons in
research and development and 2 in sales and marketing. In connection with the 2006 restructuring plan, we recorded $2.4 million of restructuring charges for fiscal 2006. These restructuring
charges included $2.1 million of severance benefits payable to 40 employees and $294,000 for the value of stock-based compensation awards that vest without future service to us. Activity and
liability balances related to the Mindspeed 2006 restructuring plan through September 30, 2007 are as follows (in thousands):

Workforce
ReductionsCharged to costs and expenses

$
2,406Cash payments


(1,215
)Reversal of non-cash charges


(294
)Restructuring balance, September 30, 2006


897Reversal of previously accrued costs and expenses


(197
)Cash payments


(706
)Non-cash charges


14Restructuring balance, September 30, 2007

$
8


Other Restructuring PlansIn fiscal 2002, 2003 and 2005, we implemented a number of cost reduction initiatives to improve our
operating cost structure. The cost reduction initiatives included workforce reductions, significant reductions in capital spending, the consolidation of certain facilities and salary reductions for
the senior management team. During the year ended September 30, 2007, we made cash payments of $439,000 under these restructuring plans and reversed $331,000 of previously accrued costs and
expenses related to a facility closure. As of September 30, 2007, there were no remaining liabilities under these restructuring plans.

As
of September 30, 2007, we have a remaining accrued restructuring balance for all restructuring plans totaling $1.5 million principally representing obligations under
non-cancelable leases, employee severance benefits and other contractual commitments. We expect to pay these obligations over their respective terms, which expire at various dates through
fiscal 2009. The payments will be funded from available cash balances and funds from product sales and are not expected to significantly impact liquidity.

41

---





Interest Expense

2007

2006

2005(In millions)Interest expense

$
(2.2
)
$
(2.2
)
$
(1.8
)


Interest
expense for fiscal 2007, 2006 and 2005 represents interest on the $46 million convertible senior notes we issued in December 2004. Interest expense increased for
fiscal 2006, as compared to fiscal 2005, because the notes were outstanding during the entire fiscal 2006 year.

Other Income, Net

2007

2006

2005(In millions)Other income, net

$
0.5

$
0.9

$
1.2


Other
income principally consists of interest income, foreign exchange gains and losses, franchise taxes and other non-operating gains and losses. The decrease in other
income in fiscal 2007 as compared to fiscal 2006 principally reflects lower interest income resulting from the lower cash, cash equivalent and marketable security balances. The decrease in other
income in fiscal 2006 as compared to fiscal 2005 principally reflects lower interest income resulting from the lower cash, cash equivalent and marketable security balances partially offset by higher
interest rates that prevailed during fiscal 2006.

Provision for Income Taxes

2007

2006

2005(In millions)Provision for income taxes

$
0.1

$
1.8

$
0.4


Our
provision for income taxes for fiscal years 2007, 2006 and 2005 principally consisted of income taxes incurred by our foreign subsidiaries. As a result of our recent operating losses
and our expectation of future operating results, we determined that it is more likely than not that the U.S. federal and state income tax benefits (principally net operating losses we can carry
forward to future years) which arose during fiscal 2007, 2006, and 2005 will not be realized. Accordingly, we have not recognized any income tax benefits relating to our U.S. federal and state
operating losses for those periods and we do not expect to recognize any income tax benefits relating to future operating losses until we believe that such tax benefits are more likely than not to be
realized. We expect that our provision for income taxes for fiscal 2008 will principally consist of income taxes related to our foreign operations.

As
of September 30, 2007, we had a valuation allowance of $282 million against our U.S. federal and state deferred tax assets (which reduces their carrying value to zero)
because we do not expect to realize these deferred tax assets through the reduction of future income tax payments. As of September 30, 2007, we had U.S. federal net operating loss carryforwards
of approximately $633 million, including the net operating loss carryforwards we retained in the distribution.

Quarterly Results of Operations

The following table presents our operating results for each of the eight fiscal quarters in the period ended September 30, 2007. The information for each
of these quarters is derived from our unaudited interim financial statements which have been prepared on the same basis as the audited consolidated financial statements included in this Annual Report
on Form 10-K. In our opinion, all necessary adjustments, which consist only of normal and recurring accruals as well as the inventory

42

---



write-downs
and special charges, have been included to fairly present our unaudited quarterly results. This data should be read together with our consolidated financial statements and the notes
thereto included in this report.

|                                                          |                          | Three Months Ended |        
|--------------------------------------------------------- | ------------------------ | ------------------ | -------
|
|Statements of Operations Data                             |                          |                    |        
|Net revenues                                              |                          | $                  | 33,203 
|Cost of goods sold                                        |                          |                    | 10,482 
|                                                          |                          |                    |        
|Gross margin                                              |                          |                    | 22,721 
|Research and development                                  |                          |                    | 16,512 
|Selling, general and administrative                       |                          |                    | 11,036 
|Special charges                                           |                          |                    | 25     
|                                                          |                          |                    |        
|                                                          | Total operating expenses |                    |        
|                                                          |                          |                    |        
|Operating loss                                            |                          |                    | (4,852 
|Interest expense                                          |                          |                    | (552   
|Other income (expense), net                               |                          |                    | 374    
|                                                          |                          |                    |        
|Loss before income taxes                                  |                          |                    | (5,030 
|Provision (benefit) for income taxes                      |                          |                    | 474    
|                                                          |                          |                    |        
|Net loss                                                  |                          | $                  | (5,504 
|                                                          |                          |                    |        
|Net loss per share, basic and diluted                     |                          | $                  | (0.05  
|                                                          |                          |                    |        
|Shares used in computing basic and diluted loss per share |                          |                    | 103,698

The changes in our quarterly net revenues for fiscal 2006 and 2007 generally reflect increased shipments throughout most of 2006 which slowed down
in the fourth quarter of fiscal 2006 and into the first two quarters of fiscal 2007 as a result of consolidations at some of our larger OEM customers. In addition, in the second and third quarters of
fiscal 2006 we believe we experienced a build up of inventory at our customers that resulted in lower shipments in the fourth quarter of fiscal 2006 and into fiscal 2007. By the third quarter of
fiscal 2007, both the consolidations at our customers and build-up of inventory in the channel were substantially remedied. In the fourth quarter of fiscal 2007, we recognized our first
revenues from the sale of a patent.

The
changes in our quarterly gross margin for fiscal 2006 and 2007 generally reflect the changes in sales volume experienced in each respective quarter.

Our
quarterly R&D expenses generally decreased through fiscal 2006 and 2007 as a result of the workforce reductions and other cost reduction initiatives we have implemented.

In
fiscal 2006 and fiscal 2007, we recorded special charges for our restructuring plans.

Interest
expense for fiscal 2006 and fiscal 2007 represents interest on the $46 million convertible senior notes we issued in December 2004. Other income decreased during
fiscal 2007 as a result of lower invested cash balances.

In
the past, our quarterly operating results have fluctuated due to a number of factors, many of which are outside our control. These include changes in the overall demand for network
infrastructure equipment, the timing of new product introductions, the timing of receipt, reduction or cancellation of significant orders by customers, supply availability and other factors that have
had a significant impact on our revenues and gross margins. Significant quarterly fluctuations in results of operations have also caused significant fluctuations in our liquidity and working capital,
including our cash and cash equivalents, accounts receivable and payable and inventories.

43

---



Liquidity and Capital Resources

Cash used in operating activities was $10.0 million for fiscal 2007 compared to $15.9 million for fiscal 2006 and $30.2 million for fiscal
2005. Operating cash flows for fiscal 2007 reflect our net loss of $21.9 million, partially offset by non-cash charges (depreciation, stock compensation, inventory provisions and
other) of $14.8 million, and net working capital increases of approximately $2.9 million.

The
net working capital increases for fiscal 2007 included a $5.1 million decrease in accounts payable and a $1.4 million decrease in accrued expenses and other current
liabilities mainly due to the timing of vendor payments. These amounts were partially offset by a $2.6 million decrease in net inventories resulting from our efforts to reduce inventory on hand
and a $1.4 million decrease in accounts receivable resulting from a decrease in our average collection period.

Cash
provided by investing activities of $2.3 million for fiscal 2007 consisted of net sales of marketable securities (net of purchases) of $11.3 million, partially offset
by capital expenditures of $4.1 million and the acquisition of assets from Ample Communications of $4.9 million. Cash provided by investing activities of $25.2 million for fiscal
2006 principally consisted of net sales of marketable securities (net of purchases) of $29.7 million, partially offset by capital expenditures of $4.5 million. Cash used in investing
activities of $44.7 million for fiscal 2005 principally consisted of net purchases of marketable securities of $40.9 million and capital expenditures of $4.0 million, partly
offset by proceeds from asset sales of $151,000.

Cash
provided by financing activities of $3.4 million for fiscal 2007 consisted of proceeds from the exercise of stock options. Cash provided by financing activities of
$5.3 million for fiscal 2006 consisted of proceeds from the exercise of stock options. Cash provided by financing activities of $46.6 million for fiscal 2005 consisted of net proceeds of
$43.9 million from the sale of $46 million principal amount of convertible senior notes and proceeds of $3.1 million from the exercise of stock options and warrants, partially
offset by debt issuance costs of $433,000.



In December 2004, we sold $46.0 million aggregate principal amount of Convertible Senior Notes due 2009 for net proceeds (after discounts and
commissions) of approximately $43.9 million. The notes are senior unsecured obligations, ranking equal in right of payment with all future unsecured indebtedness. The notes bear interest at a
rate of 3.75%, payable semiannually in arrears each May 18 and November 18. We used approximately $3.3 million of the proceeds to purchase U.S. government securities that were
pledged to the trustee for the payment of the first four scheduled interest payments on the notes when due.

The
notes are convertible, at the option of the holder, at any time prior to maturity into shares of our common stock. Upon conversion, we may, at our option, elect to deliver cash in
lieu of shares of our common stock or a combination of cash and shares of common stock. Effective May 13, 2005, the conversion price of the notes was adjusted to $2.31 per share of common
stock, which is equal to a conversion rate of approximately 432.9004 shares of common stock per $1,000 principal amount of notes. Prior to this adjustment, the conversion price applicable to the notes
was $2.81 per share of common stock, which was equal to approximately 355.8719 shares of common stock per $1,000 principal amount of notes. The adjustment was made pursuant to the terms of the
indenture governing the notes. The conversion price is subject to further adjustment under the terms of the indenture to reflect stock dividends, stock splits, issuances of rights to purchase shares
of common stock and certain other events.

If
we undergo certain fundamental changes (as defined in the indenture), holders of notes may require us to repurchase some or all of their notes at 100% of the principal amount plus
accrued and unpaid interest. If, upon notice of certain events constituting a fundamental change, holders of the

44

---



notes
elect to convert the notes, we will be required to increase the number of shares issuable upon conversion by up to 65.13 shares per $1,000 principal amount of notes. The number of additional
shares, if any, will be determined by the table set forth in the indenture governing the notes. In the event of a non-stock change of control constituting a "public acquirer change of
control" (as defined in the indenture), we may, in lieu of issuing additional shares or making an additional cash payment upon conversion as required by the indenture, elect to adjust the conversion
price and the related conversion obligation such that the noteholders will be entitled to convert their notes into a number of shares of public acquirer common stock.

For
financial accounting purposes, our contingent obligation to issue additional shares or make additional cash payment upon conversion following a fundamental change is an "embedded
derivative." As of September 30, 2007, the estimated fair value of our liability under the fundamental change adjustment was not significant.



In the distribution, we issued to Conexant a warrant to purchase 30 million shares of our common stock at a price of $3.408 per share, exercisable for a
period of ten years after the distribution. The warrant contains antidilution provisions that provide for adjustment of the exercise price, and the number of shares issuable under the warrant, upon
the occurrence of certain events. If we issue, or are deemed to have issued, shares of our common stock, or securities convertible into our common stock, at prices below the current market price of
our common stock (as defined in the warrants) at the time of the issuance of such securities, the warrant's exercise price will be reduced and the number of shares issuable under the warrant will be
increased. The amount of such adjustment, if any, will be determined pursuant to a formula specified in the warrant and will depend on the number of shares issued, the offering price and the current
market price of our common stock at the time of the issuance of such securities. Adjustments to the warrant pursuant to these antidilution provisions may result in significant dilution to the
interests of our existing stockholders and may adversely affect the market price of our common stock. The antidilution provisions may also limit our ability to obtain additional financing on terms
favorable to us.

Moreover,
we may not realize any cash proceeds from the exercise of the warrant held by Conexant. A holder of the warrant may opt for a cashless exercise of all or part of the warrant.
In a cashless exercise, the holder of the warrant would make no cash payment to us and would receive a number of shares of our common stock having an aggregate value equal to the excess of the
then-current market price of the shares of our common stock issuable upon exercise of the warrant over the exercise price of the warrant. Such an issuance of common stock would be
immediately dilutive to the interests of other stockholders.



Our principal sources of liquidity are our existing cash balances, marketable securities and cash generated from product sales. As of September 30, 2007,
our cash and cash equivalents totaled $25.8 million. Our working capital at September 30, 2007 was $35.8 million.

In
order to become profitable, or to generate positive cash flows from operations, we must further reduce operating expenses and/or increase revenues. Through fiscal 2007, we have
completed a series of cost reduction actions which have improved our operating cost structure. These expense reductions alone may not make us profitable or allow us to sustain profitability if it is
achieved. Our ability to achieve the necessary revenue growth will depend on increased demand for network infrastructure equipment that incorporates our products, which in turn depends primarily on
the level of capital spending by communications service providers and enterprises. We may not be successful in achieving

45

---



the
necessary revenue growth or we may be unable to sustain past and future expense reductions in subsequent periods. We may not achieve profitability or sustain such profitability, if achieved.

We
believe that our existing sources of liquidity, along with cash expected to be generated from product sales, will be sufficient to fund our operations, research and development
efforts, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months. We will need to continue a focused program of capital expenditures to
meet our research and development and corporate requirements. We may also consider acquisition opportunities to extend our technology portfolio and design expertise and to expand our product
offerings. In order to fund capital expenditures, increase our working capital or complete any acquisitions, we may seek to obtain additional debt or equity financing. We may also need to seek to
obtain additional debt or equity financing if we experience downturns or cyclical fluctuations in our business that are more severe or longer than anticipated or if we fail to achieve anticipated
revenue and expense levels. However, we cannot assure you that such financing will be available to us on favorable terms, or at all.

Contractual Obligations

The following table summarizes the future payments we are required to make under contractual obligations as of September 30, 2007:

Payments Due by PeriodContractual Obligations

Total

<1 Year

1 - 3 Years

3 - 5 Years

>5 Years(In millions)Long-term debt

$
46.0

$


$
46.0

$


$
Interest expense on long-term debt


4.3


1.7


2.6





Operating leases


20.9


8.6


11.3


0.6


0.4Purchase obligations


6.8


1.8


2.6


2.4


Total

$
78.0

$
12.1

$
62.5

$
3.0

$
0.4


Long-term
debt consists of $46.0 million aggregate principal amount of our Convertible Senior Notes. The notes bear interest at a rate of 3.75%, payable semiannually
in arrears each May 18 and November 18, and mature on November 18, 2009.

In
June 2007, we extended our Sublease with Conexant pursuant to which we lease our headquarters in Newport Beach, California. The Sublease, which had been amended and restated in
March 2005, had an initial term through June 2008. The Sublease was extended for an additional two year term (through June 2010) for a reduced amount of space. Rent payable under
the Sublease for the next 12 months is approximately $3.9 million and will be reduced to approximately $3.1 million annually thereafter resulting from the space reduction. Rent
payable is subject to annual increases of 3%, plus a prorated portion of operating expenses associated with the leased property. We estimate our minimum future obligation under the Sublease at
approximately $15.8 million over the remainder of the lease term, but actual costs under the Sublease will vary based upon Conexant's actual costs. In addition, each year we may elect to
purchase certain services from Conexant based on a prorated portion of Conexant's actual costs.

We
lease our other facilities and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2014 and contain various provisions for
rental adjustments, including, in certain cases, adjustments based on increases in the Consumer Price Index. The leases generally contain renewal provisions for varying periods of time. Although we
have entered into non-cancelable subleases with anticipated rental income totaling $1.1 million and extending to various dates through fiscal 2010, we have not reduced the amount of
our contractual obligations under the related operating leases to take into account the anticipated rental income.

46

---



Off-Balance Sheet Arrangements

We have made guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain
transactions. In connection with the distribution, we generally assumed responsibility for all contingent liabilities and then-current and future litigation against Conexant or its
subsidiaries related to the Mindspeed business. We may also be responsible for certain federal income tax liabilities under the Tax Allocation Agreement between us and Conexant, which provides that we
will be responsible for certain taxes imposed on us, Conexant or Conexant stockholders. In connection with certain facility leases, we have indemnified our lessors for certain claims arising from the
facility or the lease. We indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and
indemnities varies, and in many cases is indefinite. The majority of our guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to
make. We have not recorded any liability for these guarantees and indemnities in the accompanying consolidated balance sheets.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents consist of demand deposits and highly-liquid money market funds. Our marketable securities consist of auction rate securities whose
interest rates reset periodically (generally every seven or twenty-eight days) and U.S. Treasury securities having maturities of less than eighteen months. Our main investment objectives are the
preservation of investment capital and the maximization of after-tax returns on our investment portfolio. Consequently, we invest in the securities that meet high credit quality standards
and we limit the amount of our credit exposure to any one issuer. We do not use derivative instruments for speculative or investment purposes.



Our cash and cash equivalents and marketable securities are not subject to significant interest rate risk due to the short maturities or variable interest rate
characteristics of these instruments. As of September 30, 2007, the carrying value of our cash and cash equivalents approximates fair value.

Our
long-term debt consists of convertible senior notes which bear interest at a fixed rate of 3.75%. Consequently, our results of operations and cash flows are not subject
to any significant interest rate risk relating to our long-term debt.



We transact business in various foreign currencies and we face foreign exchange risk on assets and liabilities that are denominated in foreign currencies. The
majority of our foreign exchange risks are not hedged; however, from time to time, we may utilize foreign currency forward exchange contracts to hedge a portion of our exposure to foreign exchange
risk. These hedging transactions are intended to offset the gains and losses we experience on foreign currency transactions with gains and losses on the forward contracts, so as to mitigate our
overall risk of foreign exchange gains and losses. We do not enter into forward contracts for speculative or trading purposes. At September 30, 2007, we held no foreign currency forward
exchange contracts. Based on our overall currency rate exposure at September 30, 2007, a 10% change in currency rates would not have a material effect on our consolidated financial position,
results of operations or cash flows.

47

---





Item 8.Financial Statements and Supplementary Data

MINDSPEED TECHNOLOGIES, INC.        CONSOLIDATED BALANCE SHEETS

|                                              |                                                                                                           | September 30,                              |       
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------
|
|
|ASSETS                                        |                                                                                                           |                                            |       
|Current Assets                                |                                                                                                           |                                            |       
|                                              | Cash and cash equivalents                                                                                 |                                            | $     
|                                              | Marketable securities                                                                                     |                                            |       
|                                              | Receivables, net of allowances for doubtful accounts of $353 (2007) and $447 (2006)                       |                                            |       
|                                              | Inventories                                                                                               |                                            |       
|                                              | Other current assets                                                                                      |                                            |       
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total current assets                       |       
|Property, plant and equipment, net            |                                                                                                           |                                            | 13,147
|Intangible assets, net                        |                                                                                                           |                                            | 3,200 
|Goodwill                                      |                                                                                                           |                                            | 2,324 
|License agreements, net                       |                                                                                                           |                                            | 1,798 
|Other assets                                  |                                                                                                           |                                            | 3,444 
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total assets                               |       
|                                              |                                                                                                           |                                            |       
|LIABILITIES AND STOCKHOLDERS' EQUITY          |                                                                                                           |                                            |       
|Current Liabilities                           |                                                                                                           |                                            |       
|                                              | Accounts payable                                                                                          |                                            | $     
|                                              | Deferred revenue                                                                                          |                                            |       
|                                              | Accrued compensation and benefits                                                                         |                                            |       
|                                              | Accrued income tax                                                                                        |                                            |       
|                                              | Restructuring                                                                                             |                                            |       
|                                              | Other current liabilities                                                                                 |                                            |       
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total current liabilities                  |       
|Convertible senior notes                      |                                                                                                           |                                            | 45,037
|Other liabilities                             |                                                                                                           |                                            | 444   
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total liabilities                          |       
|                                              |                                                                                                           |                                            |       
|Commitments and contingencies (Notes 6 and 7) |                                                                                                           |                                            |      
|Stockholders' Equity                          |                                                                                                           |                                            |       
|                                              | Preferred stock, $0.01 par value: 25,000 shares authorized; no shares issued or outstanding               |                                            |       
|                                              | Common stock, $0.01 par value, 500,000 shares authorized; 115,759 (2007) and 110,702 (2006) issued shares |                                            |       
|                                              | Additional paid-in capital                                                                                |                                            |       
|                                              | Accumulated deficit                                                                                       |                                            |       
|                                              | Accumulated other comprehensive loss                                                                      |                                            |       
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total stockholders' equity                 |       
|                                              |                                                                                                           |                                            |       
|                                              |                                                                                                           | Total liabilities and stockholders' equity |       
|                                              |                                                                                                           |                                            |       

See
accompanying notes to consolidated financial statements.

48

---



MINDSPEED TECHNOLOGIES, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                               |                                       | Years Ended September 30, |        
|---------------------------------------------- | ------------------------------------- | ------------------------- | -------
|
|
|Net revenues                                   |                                       | $                         | 127,805
|Cost of goods sold                             |                                       |                           | 42,334 
|                                               |                                       |                           |        
|Gross margin                                   |                                       |                           | 85,471 
|Operating expenses:                            |                                       |                           |        
|                                               | Research and development              |                           |        
|                                               | Selling, general and administrative   |                           |        
|                                               | Amortization of intangible assets     |                           |        
|                                               | Special charges                       |                           |        
|                                               |                                       |                           |        
|                                               |                                       | Total operating expenses  |        
|                                               |                                       |                           |        
|Operating loss                                 |                                       |                           | (20,085
|Interest expense                               |                                       |                           | (2,240 
|Other income, net                              |                                       |                           | 522    
|                                               |                                       |                           |        
|Loss before income taxes                       |                                       |                           | (21,803
|Provision for income taxes                     |                                       |                           | 111    
|                                               |                                       |                           |        
|Net loss                                       |                                       | $                         | (21,914
|                                               |                                       |                           |        
|                                               | Net loss per share, basic and diluted |                           | $      
|                                               |                                       |                           |        
|Number of shares used in per share computation |                                       |                           | 110,779

See
accompanying notes to consolidated financial statements.

49

---





MINDSPEED TECHNOLOGIES, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                     |                                                                    | Years Ended September 30,                      |        
|------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | ---------------------------------------------- | -------
|
|
|Cash Flows From Operating Activities                                                 |                                                                    |                                                |        
|Net loss                                                                             |                                                                    | $                                              | (21,914
|Adjustments required to reconcile net loss to net cash used in operating activities: |                                                                    |                                                |        
|                                                                                     | Depreciation                                                       |                                                |        
|                                                                                     | Amortization of intangible assets                                  |                                                |        
|                                                                                     | Asset impairments                                                  |                                                |        
|                                                                                     | Provision for bad debts                                            |                                                |        
|                                                                                     | Inventory provisions                                               |                                                |        
|                                                                                     | Stock compensation                                                 |                                                |        
|                                                                                     | Other noncash items, net                                           |                                                |        
|                                                                                     | Changes in assets and liabilities, net of effects of acquisitions: |                                                |        
|                                                                                     |                                                                    | Receivables                                    |        
|                                                                                     |                                                                    | Inventories                                    |        
|                                                                                     |                                                                    | Accounts payable                               |        
|                                                                                     |                                                                    | Deferred revenue                               |        
|                                                                                     |                                                                    | Accrued expenses and other current liabilities |        
|                                                                                     |                                                                    | Other                                          |        
|                                                                                     |                                                                    |                                                |        
|Net cash used in operating activities                                                |                                                                    |                                                | (10,042
|                                                                                     |                                                                    |                                                |        
|Cash Flows From Investing Activities                                                 |                                                                    |                                                |        
|Sales of assets                                                                      |                                                                    |                                                |       
|Capital expenditures                                                                 |                                                                    |                                                | (4,074 
|Acquisition of assets, net of cash acquired                                          |                                                                    |                                                | (4,875 
|Purchases of available-for-sale marketable securities                                |                                                                    |                                                | (15,682
|Sales of available-for-sale marketable securities                                    |                                                                    |                                                | 26,100 
|Purchases of held-to-maturity marketable securities                                  |                                                                    |                                                |       
|Maturities of held-to-maturity marketable securities                                 |                                                                    |                                                | 863    
|                                                                                     |                                                                    |                                                |        
|Net cash provided by (used in) investing activities                                  |                                                                    |                                                | 2,332  
|                                                                                     |                                                                    |                                                |        
|Cash Flows From Financing Activities                                                 |                                                                    |                                                |        
|Sale of convertible senior notes                                                     |                                                                    |                                                |       
|Exercise of stock options and warrants                                               |                                                                    |                                                | 3,412  
|Deferred financing costs                                                             |                                                                    |                                                |       
|                                                                                     |                                                                    |                                                |        
|Net cash provided by financing activities                                            |                                                                    |                                                | 3,412  
|                                                                                     |                                                                    |                                                |        
|Effect of foreign currency exchange rates on cash                                    |                                                                    |                                                | 118    
|Net (decrease) /increase in cash and cash equivalents                                |                                                                    |                                                | (4,180 
|Cash and cash equivalents at beginning of period                                     |                                                                    |                                                | 29,976 
|                                                                                     |                                                                    |                                                |        
|Cash and cash equivalents at end of period                                           |                                                                    | $                                              | 25,796 
|                                                                                     |                                                                    |                                                |        

See
accompanying notes to consolidated financial statements.

50

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MINDSPEED TECHNOLOGIES, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND        COMPREHENSIVE LOSS

|                                                     |                    | Common Stock |   |   |       |   |   | Accumulated
Other
Comprehensive
Loss |   |   |         
|---------------------------------------------------- | ------------------ | ------------ | - | - | ----- | - | - | ------------------------------------ | - | - | --------
|
|
|
|Balance at September 30, 2004                        |                    | 100,619      |   |   | 1,006 |   |   | 231,368                              |   |   | (125,423
|Net loss                                             |                    |             |   |   |      |   |   |                                     |   |   | (62,629 
|Currency translation adjustments                     |                    |             |   |   |      |   |   |                                     |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|                                                     | Comprehensive loss |              |   |   |       |   |   |                                      |   |   |         
|Issuance of common stock                             |                    | 3,233        |   |   | 33    |   |   | 5,209                                |   |   |        
|Compensation expense related to employee stock plans |                    |             |   |   |      |   |   | 426                                  |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|Balance at September 30, 2005                        |                    | 103,852      |   |   | 1,039 |   |   | 237,003                              |   |   | (188,052
|Net loss                                             |                    |             |   |   |      |   |   |                                     |   |   | (24,514 
|Currency translation adjustments                     |                    |             |   |   |      |   |   |                                     |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|                                                     | Comprehensive loss |              |   |   |       |   |   |                                      |   |   |         
|Issuance of common stock                             |                    | 6,850        |   |   | 68    |   |   | 6,342                                |   |   |        
|Common stock repurchased and retired                 |                    | (115         | ) |   | (1    | ) |   | (258                                 | ) |   |         
|Compensation expense related to employee stock plans |                    | 115          |   |   | 1     |   |   | 7,515                                |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|Balance at September 30, 2006                        |                    | 110,702      |   | $ | 1,107 |   | $ | 250,602                              |   | $ | (212,566
|Net loss                                             |                    |             |   |   |      |   |   |                                     |   |   | (21,914 
|Currency translation adjustments                     |                    |             |   |   |      |   |   |                                     |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|                                                     | Comprehensive loss |              |   |   |       |   |   |                                      |   |   |         
|Issuance of common stock                             |                    | 5,088        |   |   | 51    |   |   | 4,661                                |   |   |        
|Common stock repurchased and retired                 |                    | (31          | ) |   |      |   |   | (63                                  | ) |   |         
|Compensation expense related to employee stock plans |                    |             |   |   |      |   |   | 7,301                                |   |   |        
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         
|Balance at September 30, 2007                        |                    | 115,759      |   | $ | 1,158 |   | $ | 262,501                              |   | $ | (234,480
|                                                     |                    |              |   |   |       |   |   |                                      |   |   |         

See
accompanying notes to consolidated financial statements.

51

---





MINDSPEED TECHNOLOGIES, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Mindspeed Technologies, Inc. (Mindspeed or the Company) designs, develops and sells semiconductor networking solutions for communications applications in
enterprise, access, metropolitan and wide-area networks. On June 27, 2003, Conexant Systems, Inc. (Conexant) completed the distribution (the Distribution) to Conexant
stockholders of all 90,333,445 outstanding shares of common stock of its wholly owned subsidiary, Mindspeed. In the Distribution, each Conexant stockholder received one share of Mindspeed common stock
(including an associated preferred share purchase right) for every three shares of Conexant common stock held and cash for any fractional share of Mindspeed common stock. Following the Distribution,
Mindspeed began operations as an independent, publicly held company.

Prior
to the Distribution, Conexant transferred to Mindspeed the assets and liabilities of the Mindspeed business, including the stock of certain subsidiaries, and certain other assets
and liabilities which were allocated to Mindspeed under the Distribution Agreement entered into between Conexant and Mindspeed. Also prior to the Distribution, Conexant contributed to Mindspeed cash
in an amount such that at the time of the Distribution Mindspeed's cash balance was $100 million. Mindspeed issued to Conexant a warrant to purchase 30 million shares of Mindspeed common
stock at a price of $3.408 per share, exercisable for a period beginning one year and ending ten years after the Distribution. In connection with the Distribution, Mindspeed and Conexant also entered
into a Credit Agreement (terminated December 2004), an Employee Matters Agreement, a Tax Allocation Agreement, a Transition Services Agreement and a Sublease.



The consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, include the accounts
of Mindspeed and each of its subsidiaries. All accounts and transactions among Mindspeed and its subsidiaries have been eliminated in consolidation. In the opinion of management, the accompanying
consolidated condensed financial statements contain all adjustments, consisting of adjustments of a normal recurring nature and the special charges (Note 12), necessary to present fairly the
Company's financial position, results of operations and cash flows.



In order to become profitable, or to generate positive cash flows from operations, the Company must further reduce operating expenses and/or increase revenues.
Through fiscal 2007, it has completed a series of cost reduction actions which have improved its operating cost structure. These expense reductions alone may not make the Company profitable or allow
it to sustain profitability if it is achieved. The Company's ability to achieve the necessary revenue growth will depend on increased demand for network infrastructure equipment that incorporates its
products, which in turn depends primarily on the level of capital spending by communications service providers and enterprises. The Company may not be successful in achieving the necessary revenue
growth or may be unable to sustain past and future expense reductions in subsequent periods. The Company may not achieve profitability or sustain such profitability, if achieved.

The
Company believes that its existing sources of liquidity, along with cash expected to be generated from product sales, will be sufficient to fund its operations, research and
development efforts, anticipated capital expenditures, working capital and other financing requirements for at least

52

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the
next twelve months. The Company will need to continue a focused program of capital expenditures to meet its research and development and corporate requirements. The Company may also consider
acquisition opportunities to extend its technology portfolio and design expertise and to expand its product offerings. In order to fund capital expenditures, increase its working capital or complete
any acquisitions, the Company may seek to obtain additional debt or equity financing. The Company may also need to seek to obtain additional debt or equity financing if it experiences downturns or
cyclical fluctuations in its business that are more severe or longer than anticipated or if it fails to achieve anticipated revenue and expense levels. However, the Company cannot assure you that such
financing will be available to it on favorable terms, or at all.

2. Summary of Significant Accounting Policies

Fiscal PeriodsThe Company maintains a fifty-two/fifty-three week fiscal year ending on
the Friday closest to September 30. Fiscal years 2007, 2006, and 2005 comprised 52 weeks and ended on September 28, September 29, and September 30, respectively. For
convenience, the accompanying consolidated financial statements have been shown as ending on the last day of the calendar month.

Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Among the significant estimates affecting the financial
statements are those related to the allowance for doubtful accounts, inventories, long-lived assets, stock compensation, income taxes, restructuring costs and litigation. On an ongoing
basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates.

Revenue RecognitionRevenues are recognized when the following fundamental criteria are met: (i) persuasive evidence of
an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery
occurs when goods are shipped and title and risk of loss transfer to the customer, in accordance with the terms specified in the arrangement with the customer. Revenue recognition is deferred in all
instances where the earnings process is incomplete. Certain product sales are made to electronic component distributors under agreements allowing for a right to return unsold products. Recognition of
revenue on all sales to these distributors is deferred until the products are sold by the distributors to a third party. A provision for estimated sales returns and allowances from other customers is
made in the same period as the related revenues are recognized, based on historical experience or the specific identification of an event necessitating a reserve. Development revenue is recognized
when services are performed and was not significant for any of the periods presented. Revenue from the sale of intellectual property is recognized when the above mentioned four criteria are met and
was not significant for any of the periods presented.

Cash and Cash EquivalentsThe Company considers all highly liquid investments with insignificant interest rate risk and
original maturities of three months or less from the date of purchase to be cash equivalents. The carrying amounts of cash and cash equivalents approximate their fair values.

InventoriesInventories are stated at the lower of cost or market. Cost is computed using the average cost method on a
currently adjusted standard basis (which approximates actual cost); market is based upon estimated net realizable value. The valuation of inventories at the lower of cost or market requires the use of
estimates as to the amounts of current inventories that will be sold. These estimates

53

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are
dependent on the Company's assessment of current and expected orders from its customers, and orders generally are subject to cancellation with limited advance notice prior to shipment.

Property, Plant and EquipmentProperty, plant and equipment is stated at cost. Depreciation is based on estimated useful lives
(principally 10 years for furniture and fixtures; 3 to 5 years for machinery and equipment and photomasks; 3 years for computer software; and the shorter of the remaining terms of
the leases or the estimated economic useful lives of the improvements for land and leasehold improvements). Significant renewals and betterments are capitalized and replaced units are written off.
Maintenance and repairs are charged to expense.

GoodwillGoodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net
identified tangible and intangible assets acquired. The Company performs a two-step process on an annual basis, or more frequently if necessary, to determine 1) whether the fair
value of the relevant reporting unit exceeds carrying value and 2) to measure the amount of an impairment loss, if any. The Company completed this process in September 2007 and
determined that there was no impairment to goodwill.

Intangible Assets, netIntangible assets, net, consist of backlog, customer relationships and developed technology and are
amortized on a straight-line basis over estimated useful lives of 3 months to 10 years.

License AgreementsLicense agreements consist mainly of licenses of intellectual property that the Company uses in certain of
its products. These licensed assets are amortized on a straight-line basis over the estimated production life cycle of each respective product, usually ranging from 3 to 5 years.
The Company expects to record amortization of its license agreements of $645,000 (2008), $543,000 (2009), $309,000 (2010), $141,000 (2011) and $118,000 (2012), and the weighted average remaining life
was 29 months.

Impairment of Long-Lived AssetsThe Company continually monitors events or changes in circumstances that could
indicate that the carrying amount of long-lived assets to be held and used, including intangible assets, may not be recoverable. The determination of recoverability is based on an estimate
of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. When impairment is indicated for a long-lived asset, the amount of impairment loss is
the excess of net book value over
fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During fiscal 2005, the Company recorded impairment charges
as discussed in Note 12. As of September 30, 2007, the Company identified no circumstances that indicated a potential impairment of any of its long-lived assets.

Foreign Currency Translation and RemeasurementThe Company's foreign operations are subject to exchange rate fluctuations and
foreign currency transaction costs. The functional currency of the Company's principal foreign subsidiaries is the local currency. Assets and liabilities denominated in foreign functional currencies
are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates and income and expense items are translated at the average exchange rates prevailing during the period.
The resulting foreign currency translation adjustments are accumulated as a component of other comprehensive income. For the remainder of the Company's foreign subsidiaries, the functional currency is
the U.S. dollar. Inventories, property, plant and equipment, cost of goods sold and depreciation for those operations are remeasured from foreign currencies into U.S. dollars at historical exchange
rates; other accounts are translated at current exchange rates. Gains and losses

54

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resulting
from those remeasurements are included in earnings. Gains and losses resulting from foreign currency transactions are recognized currently in earnings.

Research and DevelopmentResearch and development costs, other than software development costs, are expensed as incurred.
Development costs for software to be sold or marketed are capitalized following attainment of technological feasibility. No development costs that qualify for capitalization were incurred during any
of the periods presented.

Product WarrantiesThe Company's products typically carry a warranty for periods of up to five years. The Company establishes
reserves for estimated product warranty costs in the period the related revenue is recognized, based on historical experience and any known product warranty issues.

Recent Accounting StandardsIn July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48") which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with
FASB Statement No. 109, "Accounting for Income Taxes." This pronouncement recommends a recognition threshold and measurement process for recording in the financial statements uncertain tax
positions taken or expected to be taken in the Company's tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim
periods and disclosure requirements for uncertain tax positions. The accounting provisions of FIN 48 will be effective for the Company's first fiscal quarter ended December 31, 2007 of
fiscal 2008. The Company is in the process of evaluating the effect, if any, the adoption of FIN 48 will have on its financial statements.

In
September 2006, the FASB issued Financial Accounting Standard (SFAS) No. 157, "Fair Value Measurement", which defines fair value, establishes a framework for measuring
fair value and expands disclosures about assets and liabilities measured at fair value. The Company will be required to adopt SFAS 157 in the first quarter of fiscal 2009 and does not expect
that the adoption will have a material impact on its financial condition or results of operations.

In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." The statement permits entities to choose to measure
many financial instruments and certain other items at fair value that are currently not required to be measured at fair value. The Company will be required to adopt SFAS 159 in the first
quarter of fiscal 2009 and does not expect that the adoption will have a material impact on its financial condition or results of operations.

In
June 2007, the FASB ratified Emerging Issues Task Force ("EITF") consensus on EITF Issue No. 07-3, "Accounting for Non-refundable Advanced
Payments for Goods or Services to be Used in Future Research and Development Activities." EITF Issue No. 07-3 requires that these payments be deferred and capitalized and expensed
as goods are delivered or as the related services are performed. The Company will be required to adopt EITF 07-3 in the first quarter of fiscal 2009 and does not expect that the
adoption will have a material impact on its financial condition or results of operations.

Stock-Based CompensationEffective October 1, 2005, the Company adopted SFAS No. 123 (revised 2004),
"Share-Based Payment" (SFAS 123R) to account for stock-based compensation. SFAS 123R requires that the Company account for all stock-based compensation transactions using a
fair-value method and recognize the fair value of each award as an expense over the service period. The fair value of restricted stock awards is based upon the market price of the
Company's common stock at the grant date. The Company estimates the fair value of stock options granted using the Black-

55

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Scholes
option pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company's common stock,
the risk-free rate of interest and the dividend yield on the Company's common stock. Judgment is required in estimating the number of share-based awards that we expect will ultimately vest
upon the fulfillment of service conditions (such as time-based vesting) or the achievement of specific performance conditions. The financial statements include amounts that are based on
the Company's best estimates and judgments. Prior to fiscal 2006, the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB")
Option No. 25 "Accounting for Stock Issued to Employees" (see Note 10).

Income TaxesThe provision for income taxes is determined in accordance with SFAS No. 109, "Accounting For Income
Taxes." Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax
rates in effect for the year in which the differences are expected to reverse. A
valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss Per ShareBasic loss per share is based on the weighted-average number of shares of common stock outstanding during the
period. Diluted loss per share also includes the effect of stock options, warrants and other common stock equivalents outstanding during the period if such securities are dilutive. Because the Company
incurred a net loss in each of the periods presented, the potential dilutive effect of the Company's outstanding stock options, stock warrants and convertible senior notes was not included in the
computation of diluted loss per share because these securities were antidilutive.

ConcentrationsFinancial instruments that potentially subject the Company to a concentration of credit risk consist
principally of cash and cash equivalents, marketable securities and trade accounts receivable. Cash and cash equivalents consist of demand deposits and money market funds maintained with several
financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with
high-credit quality financial institutions and therefore have minimal credit risk. Marketable securities consist of U.S. Treasury securities and auction rate securities, all of which are
high investment grade. The Company, by policy, limits the amount of credit exposure through diversification and investment in highly rated securities. The Company's trade accounts receivable primarily
are derived from sales to manufacturers of network infrastructure equipment and electronic component distributors. Management believes that credit risks on trade accounts receivable are moderated by
the diversity of its end customers and geographic sales areas. The Company performs ongoing credit evaluations of its customers' financial condition and requires collateral, such as letters of credit
and bank guarantees, whenever deemed necessary.

The
following individual customers accounted for 10% or more of net revenues:

2007

2006

2005Customer A

16
%
17
%
16
%Customer B

15
%
11
%
12
%Customer C

7
%
11
%
14
%Customer D

4
%
7
%
11
%


56

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The
following individual customers accounted for 10% or more of total accounts receivable at fiscal year ends:

2007

2006Customer A

24
%
21
%Customer C

16
%
16
%Customer E

13
%
11
%


Supplemental Cash Flow InformationInterest paid was $1.7 million, $1.7 million and $0.8 million for
fiscal 2007, fiscal 2006 and fiscal 2005, respectively. Income taxes paid, net of refunds received, were $2.3 million, ($36,000), and $400,000 during fiscal 2007, fiscal 2006 and fiscal 2005,
respectively. Capital expenditures included in accounts payable for the year ended September 30, 2007 were $979,000.

The
details of assets acquired is as follows (in thousands):

2007Fair value of assets acquired

$
6,068Liabilities created


1,173Total net assets acquired


4,895Less cash acquired


20Net cash paid for acquisition

$
4,875


Comprehensive LossAccumulated other comprehensive loss at September 30, 2007 and 2006 consists of foreign currency
translation adjustments. Foreign currency translation adjustments are not presented net of any tax effect as the Company does not expect to incur any tax liability or realize any benefit related
thereto.

3. Supplemental Financial Statement Data



There are no marketable securities at September 30, 2007. Marketable securities at September 30, 2006 consisted of the following (in thousands):

Amortized
Cost

Fair
ValueAvailable-for-sale securities:Auction rate securities

$
10,400

$
10,400Held-to-maturity securities:U.S. Treasury securities

$
860

$
858Less amounts classified as noncurrent





$
860

$
858


Available-for-sale
marketable securities consist of auction rate securities with interest at rates that are reset periodically (generally every seven or
twenty-eight days), each having contractual maturity dates in excess of ten years. These securities are recorded at fair value in the accompanying balance

57

---



sheets;
any unrealized gains/losses are included in other comprehensive income, unless a loss is determined to be other than temporary. As of September 30, 2006, there were no unrealized
holding gains or losses. The Company classifies all available-for-sale securities as current assets in the accompanying balance sheets because the Company has the ability and
intent to sell these securities as necessary to meet its liquidity requirements.

Held-to-maturity
marketable securities consist of U.S. Treasury securities having an aggregate face amount of approximately $860,000 purchased in connection with
the sale of $46.0 million aggregate principal amount of Convertible Senior Notes. These securities, which matured in November 2006, were pledged to the trustee for the payment of the
fourth scheduled interest payment on the notes when due. Consequently, these securities were classified as held-to-maturity securities and were recorded at their amortized
cost.



Inventories at fiscal year ends consist of the following (in thousands):

2007

2006Work-in-process

$
7,497

$
9,120Finished goods


7,526


9,888$
15,023

$
19,008


The
Company assesses the recoverability of inventories through an ongoing review of inventory levels in relation to sales backlog and forecasts, product marketing plans and product life
cycles. When the inventory on hand exceeds the foreseeable demand, the value of inventory that at the time of the review is not expected to be sold is written down. The amount of the
write-down is the excess of historical cost over estimated realizable value (generally zero). Once established, these write-downs are considered permanent adjustments to the cost basis of
the excess inventory.

The
assessment of the recoverability of inventories, and the amounts of any write-downs, are based on currently available information and assumptions about future demand (generally over
twelve months) and market conditions. Demand for the Company's products may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than those
projected by management. In the event that actual demand is lower than originally projected, additional inventory write-downs may be required.

The
Company may retain and make available for sale some or all of the inventories which have been written down. In the event that actual demand is higher than originally projected, the
Company may be
able to sell a portion of these inventories in the future. The Company generally scraps inventories which have been written down and are identified as obsolete.

The
Company's gross margin included a benefit of $4.0 million (2007), $5.5 million (2006) and $8.7 million (2005) from the sale of inventories that the Company had
written down to a zero cost basis during fiscal 2001. As of September 30, 2007, the Company continued to hold inventories with an original cost of $7.7 million which were previously
written down to a zero cost basis.

58

---







Property, plant and equipment at fiscal year ends consist of the following (in thousands):

2007

2006Machinery and equipment

$
72,158

$
69,995Leasehold improvements


3,541


3,489Construction in progress


1,914


1,72277,613


75,206Accumulated depreciation and amortization


(64,466
)

(62,245
)$
13,147

$
12,961




In conjunction with the acquisition of certain assets of Ample Communications, Inc. on September 25, 2007, the Company acquired certain intangible
assets (see Note 15). These intangible assets consist of backlog (approximately $100,000), developed technology (approximately $3,100,000) and goodwill (approximately $2,324,000). The Company
expects to record amortization of its intangible assets of $720,000 in fiscal 2008 and $620,000 in fiscal 2009 through fiscal 2012. The weighted average remaining life of the amortizable intangible
assets is approximately 58 months.

Prior
to fiscal 2007, intangible assets consisting of developed technology (approximately $228 million), customer base (approximately $28 million) and other intangibles
(approximately $11 million) were amortized over periods averaging approximately five years for each major asset class and extending to various dates through June 2005. Amortization of
intangible assets totaled $20.5 million in fiscal 2005. Amortization of intangible assets was zero for fiscal 2006 because the remainder of the intangible assets became fully amortized during
fiscal 2005, reducing their carrying value to zero.

4. Income Taxes

The components of the provision for income taxes are as follows (in thousands):

2007

2006

2005Current:United States

$


$


$
Foreign


566


2,137


24State and local


10


10


15Total current


576


2,147


39Deferred:United States








Foreign


(465
)

(298
)

331State and local








Total deferred


(465
)

(298
)

331$
111

$
1,849

$
370


59

---



A
reconciliation of income taxes computed at the U.S. federal statutory income tax rate to the provision for income taxes on continuing operations follows (in thousands):

2007

2006

2005U.S. federal statutory tax at 35%

$
(7,642
)
$
(7,933
)
$
(21,791
)State taxes, net of federal effect


(1,481
)

(3,612
)

(1,563
)Foreign income taxes in excess of U.S.


(293
)

(524
)

(866
)Research and development credits


(2,592
)

(3,443
)

(2,819
)Valuation allowance


13,992


17,187


26,836Other


(1,873
)

174


573Provision for income taxes

$
111

$
1,849

$
370


Income
(loss) before income taxes consists of the following components (in thousands):

2007

2006

2005United States

$
(22,926
)
$
(29,418
)
$
(65,749
)Foreign


1,123


6,753


3,490$
(21,803
)
$
(22,665
)
$
(62,259
)


Deferred
income tax assets and liabilities at fiscal year-ends consist of the tax effects of temporary differences related to the following (in thousands):

2007

2006Deferred tax assets:Inventories

$
14,083

$
16,746Deferred revenue


1,831


1,984Accrued compensation and benefits


1,256


1,155Product returns and allowances


801


674Net operating losses


233,909


221,294Research and development and investment credits


36,021


31,932Foreign deferred taxes


1,615


1,150Property, plant and equipment


673


Other


6,547


7,517Valuation allowance


(282,136
)

(268,144
)Total deferred tax assets


14,600


14,308Deferred tax liabilities:Intangible assets





Property, plant and equipment





1,283Deferred state taxes


12,985


11,875Other





Total deferred tax liabilities


12,985


13,158Net deferred tax assets

$
1,615

$
1,150


60

---



Based
upon the Company's operating losses and expected future operating results, management determined that it is more likely than not that the U.S. federal and state deferred tax assets
as of September 30, 2007 and 2006 will not be realized through the reduction of future income tax payments. Consequently, the Company has established a valuation allowance for its net U.S.
federal and state deferred tax assets as of those dates. Foreign deferred tax assets consist mainly of research and development credits and are expected to be realized through a reduction of future
tax payments, therefore no valuation allowance has been established for these deferred tax assets.

Through
the Distribution date, Mindspeed's results of operations were included in Conexant's consolidated federal and state income tax returns. The provision for income taxes and the
related deferred tax assets and liabilities for periods prior to the Distribution were calculated as if Mindspeed had filed separate tax returns as an independent company.

In
connection with the Distribution, Mindspeed and Conexant entered into a tax allocation agreement which provides, among other things, for the allocation between Conexant and Mindspeed
of federal, state, local and foreign tax liabilities relating to Mindspeed. The tax allocation agreement also allocates the liability for any taxes that may arise in connection with the Distribution.
The tax allocation agreement generally provides that Conexant will be responsible for any such taxes. However, Mindspeed will be responsible for any taxes imposed on Mindspeed, Conexant or Conexant
stockholders if either the Distribution fails to qualify as a reorganization for U.S. federal income tax purposes or the distribution of Mindspeed Technologies common stock is disqualified as a
tax-free transaction to Conexant for U.S. federal income tax purposes and such failure or disqualification is attributable to post-Distribution transaction actions by
Mindspeed, its subsidiaries or its stockholders.

As
of September 30, 2007, Mindspeed had U.S. federal net operating loss carryforwards of approximately $632.9 million, which expire at various dates from 2010 through 2028,
and aggregate state net operating loss carryforwards of approximately $143.1 million, which expire at various dates from 2007 through 2028. Mindspeed also has U.S. federal and state research
and development tax credit carryforwards of approximately $16.1 million and $19.9 million, respectively. The U.S. federal credits expire at various dates from 2010 through 2028, while
the state credits have no expiration date.

The
deferred tax assets as of September 30, 2007 include a deferred tax asset of $10.9 million representing net operating losses arising from the exercise of stock options
by Mindspeed employees. To the extent the Company realizes any tax benefit for the net operating losses attributable to the stock option exercises, such amount would be credited directly to
stockholders' equity.

The
Company has not provided for U.S. taxes or foreign withholding taxes on approximately $500,000 of undistributed earnings from its foreign subsidiaries because such earnings are to be
reinvested indefinitely. If these earnings were distributed, foreign tax credits may become available under current law to reduce the resulting U.S. income tax liability.

5. Convertible Senior Notes

In December 2004, the Company sold $46.0 million aggregate principal amount of Convertible Senior Notes due 2009 for net proceeds (after discounts
and commissions) of approximately $43.9 million. The notes are senior unsecured obligations of the Company, ranking equal in right of payment with all future unsecured indebtedness. The notes
bear interest at a rate of 3.75%, payable semiannually in arrears each May 18 and November 18. The Company used approximately $3.3 million

61

---



of
the proceeds to purchase U.S. government securities that were pledged to the trustee for the payment of the first four scheduled interest payments on the notes when due.

The
notes are convertible, at the option of the holder, at any time prior to maturity into shares of the Company's common stock. Upon conversion, the Company may, at its option, elect to
deliver cash in lieu of shares of its common stock or a combination of cash and shares of common stock. Effective May 13, 2005, the conversion price of the notes was adjusted to $2.31 per share
of common stock, which is equal to a conversion rate of approximately 432.9004 shares of common stock per $1,000 principal amount of notes. Prior to this adjustment, the conversion price applicable to
the notes was $2.81 per share of common stock, which was equal to approximately 355.8719 shares of common stock per $1,000 principal amount of notes. The adjustment was made pursuant to the terms of
the indenture governing the notes. The conversion price is subject to further adjustment under the terms of the indenture to reflect stock dividends, stock splits, issuances of rights to purchase
shares of common stock and certain other events.

If
the Company undergoes certain fundamental changes (as defined in the indenture), holders of notes may require the Company to repurchase some or all of their notes at 100% of the
principal amount plus accrued and unpaid interest. If, upon notice of certain events constituting a fundamental change, holders of the notes elect to convert the notes, the Company will be required to
increase the number of shares issuable upon conversion by up to 65.13 shares per $1,000 principal amount of notes. The number of additional shares, if any, will be determined by the table set forth in
the indenture governing the notes. In the event of a non-stock change of control constituting a "public acquirer change of control" (as defined in the indenture), the Company may, in lieu
of issuing additional shares or making an additional cash payment upon conversion as required by the indenture, elect to adjust the conversion price and the related conversion obligation such that the
noteholders will be entitled to convert their notes into a number of shares of public acquirer common stock.

For
financial accounting purposes, the Company's contingent obligation to issue additional shares or make additional cash payment upon conversion following a fundamental change is an
"embedded derivative." As of September 30, 2007, the estimated fair value of the Company's liability under the fundamental change adjustment was not significant.

In
connection with the sale of the notes, the Company granted the purchasers certain registration rights. The Company's Form S-3 registration statement covering the
resale of the notes and the sale of shares issuable upon conversion of the notes was declared effective by the SEC on April 6, 2005.

Upon
completion of the sale of the notes, the $50 million Credit Agreement with Conexant was terminated. The Company had made no borrowings under the credit facility, and no
portion of the related warrant is, or will become, exercisable.

As
of September 30, 2007, the estimated fair value of the convertible senior notes was approximately $40.5 million.

6. Commitments

In June 2007, the Company extended its Sublease with Conexant pursuant to which the Company leases its headquarters in Newport Beach, California. The
Sublease, which had been amended and restated in March 2005, had an initial term through June 2008. The Sublease has been extended for an additional two year term (through
June 2010) for a reduced amount of space. Rent payable under the

62

---



Sublease
for the next 12 months is approximately $3.9 million and will be reduced to approximately $3.1 million annually thereafter resulting from the space reduction. Rent
payable is subject to annual increases of 3%, plus a prorated portion of operating expenses associated with the leased property. The Company estimates its minimum future obligation under the Sublease
at approximately $15.8 million over the remainder of the lease term, but actual costs under the Sublease will vary based upon Conexant's actual costs. In addition, each year the Company may
elect to purchase certain services from Conexant based on a prorated portion of Conexant's actual costs.

The
Company leases its other facilities and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2014 and contain various
provisions for rental adjustments including, in certain cases, adjustments based on increases in the Consumer Price Index. The leases generally contain renewal provisions for varying periods of time.

Rental
expense was approximately $6.4 million (2007), $7.7 million (2006) and $7.3 million (2005). Rental expense includes $5.3 million (2007),
$6.5 million (2006), and $3.7 million (2005) paid to Conexant under the Sublease. As of September 30, 2007, the Company's minimum future obligations under operating
leases (including the estimated minimum future obligation under the Sublease) are as follows (in thousands):

Fiscal Year2008

$
8,5982009


6,5012010


4,7302011


4132012


209Thereafter


400Total minimum future lease payments

$
20,851


The
minimum future lease payments as of September 30, 2007 include an aggregate of $1.2 million relating to facilities no longer occupied by the Company, which is included
in the restructuring liability in the accompanying consolidated balance sheets.

7. Contingencies

Various lawsuits, claims and proceedings have been or may be instituted or asserted against Conexant or Mindspeed, including those pertaining to product
liability, intellectual property, environmental, safety and health, and employment matters. In connection with the Distribution, Mindspeed assumed responsibility for all contingent liabilities and
current and future litigation against Conexant or its subsidiaries to the extent such matters relate to Mindspeed.

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

63

---



8. Guarantees

The Company has made guarantees and indemnities, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain
transactions. In connection with the Distribution, the Company generally assumed responsibility for all contingent liabilities and then-current and future litigation against Conexant or
its subsidiaries related to Mindspeed. The Company may also be responsible for certain federal income tax liabilities under the tax allocation agreement between Mindspeed and Conexant, which provides
that the Company will be responsible for certain taxes imposed on Mindspeed, Conexant or Conexant stockholders. In connection with the sales of its products, the Company provides intellectual property
indemnities to its customers. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease. The Company indemnifies its
directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is
indefinite. The guarantees and indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales. Some customer guarantees
and indemnities, and the majority of other guarantees and indemnities, do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company
has not recorded any liability for these guarantees and indemnities in the accompanying consolidated balance sheets.

9. Capital Stock

The Company's authorized capital consists of 500,000,000 shares of common stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value
$0.01 per share, of which 2,500,000 shares are designated as Series A junior participating preferred stock (Junior Preferred Stock).

The
Company has a preferred share purchase rights plan to protect stockholders' rights in the event of a proposed takeover of the Company. Pursuant to the preferred share purchase right
(a Right) attached to each share of common stock, the holder may, in certain takeover-related circumstances,
become entitled to purchase from the Company 1/100th of a share of Junior Preferred Stock at a price of $20, subject to adjustment. Also, in certain takeover-related circumstances, each Right (other
than those held by an acquiring person) will generally be exercisable for shares of the Company's common stock or stock of the acquiring person having a then-current market value of twice
the exercise price. In certain events, each Right may be exchanged by the Company for one share of common stock or 1/100th of a share of Junior Preferred Stock. The Rights expire on June 26,
2013, unless earlier exchanged or redeemed at a redemption price of $0.01 per Right, subject to adjustment.



In the Distribution, Mindspeed issued to Conexant a warrant to purchase 30 million shares of Mindspeed common stock at a price of $3.408 per share,
exercisable through June 27, 2013. The $89 million fair value of the warrant (estimated by management at the time of the Distribution using the Black-Scholes option pricing model) was
recorded as a return of capital to Conexant. As of September 30, 2007, the entire warrant remains outstanding.

The
warrant held by Conexant contains antidilution provisions that provide for adjustment of the warrant's exercise price, and the number of shares issuable under the warrant, upon the
occurrence of certain events. In the event that the Company issues, or is deemed to have issued, shares of its common stock, or securities convertible into its common stock, at prices below the
current market price

64

---



of
its common stock (as defined in the warrant) at the time of the issuance of such securities, the warrant's exercise price will be reduced and the number of shares issuable under the warrant will be
increased. The amount of such adjustment, if any, will be determined pursuant to a formula specified in the warrant and will depend on the number of shares issued, the offering price and the current
market price of the common stock at the time of the issuance of such securities.

Also
in the Distribution, as a result of adjustments made to an outstanding warrant to purchase shares of Conexant common stock, Mindspeed issued to Jazz Semiconductor, Inc.
(Jazz) a warrant to purchase 1,036,806 shares of Mindspeed common stock, at a price of $2.5746 per share. During fiscal 2005, the Company issued 478,405 shares of its common stock upon the exercise of
all remaining warrants held by Jazz for aggregate proceeds of $1.2 million.

10. Stock-Based Compensation

Effective October 1, 2005, the Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" (SFAS 123R). SFAS 123R requires that
the Company account for all stock-based compensation using a fair-value method and recognize the fair value of each award as an expense over the service period. For fiscal 2005 and earlier
years, the Company accounted for stock-based compensation using the intrinsic value method of APB Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations and
followed the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS 148 "Accounting for Stock-Based CompensationTransition
and Disclosure." Under the intrinsic value method required by APB 25, the Company generally recognized no compensation expense with respect to stock option awards or awards under the employee
stock purchase plan.

The
Company elected to adopt SFAS 123R using "modified prospective application." Under that method, compensation expense includes the fair value of new awards, modified awards and
any unvested awards outstanding at October 1, 2005. However, the consolidated financial statements for periods prior to the adoption of SFAS 123R have not been restated to reflect the
fair value method of accounting for stock-based compensation. Stock-based compensation expense for fiscal 2005 and earlier years represents the cost of restricted stock awards determined in accordance
with APB 25. The Company elected the transition method described in FASB Staff Position ("FSP") FAS 123R-3 related to accounting for the tax effects of share-based payment
awards to employees.

Stock-based
compensation awards generally vest over time and require continued service to the Company and, in some cases, require the achievement of specified performance conditions. The
amount of compensation expense recognized is based upon the number of awards that are ultimately expected to vest. The Company estimates forfeiture rates of 10% to 12.5% depending on the
characteristics of the award.

As
a result of the Company's recent operating losses and its expectation of future operating results, no income tax benefits have been recognized for any U.S. federal and state operating
lossesincluding those related to stock-based compensation expense. The Company does not expect to recognize any income tax benefits relating to future operating losses until it determines
that such tax benefits are more likely than not to be realized.

65

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The
fair value of stock options awarded was estimated at the date of grant using the Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions
used and the resulting fair value of options granted:

2007

2006

2005Weighted-average fair value of options granted

$
1.16

$
1.53

$
1.05Weighted-average assumptions:Expected volatility


74
%

77
%

80
%Dividend yield








Expected option life


3.3 years


3.4 years


2.2 yearsRisk-free interest rate


4.7
%

4.7
%

3.9
%


The
expected option term was estimated based upon historical experience and management's expectation of exercise behavior. The expected volatility of the Company's stock price is based
upon the historical daily changes in the price of the Company's common stock since our spin-off from Conexant. The risk-free interest rate is based upon the current yield on
U.S. Treasury securities having a term similar to the expected option term. Dividend yield is estimated at zero because the Company does not anticipate paying dividends in the foreseeable future.

Stock-based
compensation expense related to employee stock options and restricted stock under SFAS 123R was allocated as follows (in thousands):

2007

2006Cost of goods sold

$
385

$
399Research and development


2,587


2,757Selling, general and administrative


4,260


4,040Special charges


69


320Total stock-based compensation expense

$
7,301

$
7,516


Had
the Company recorded compensation expense using the accounting method recommended by SFAS No. 123 for the fiscal year ended September 30, 2005, net income and net
income per share would have been approximated in the following (in thousands, except per share amounts):

2005Net loss, as reported

$
(62,629
)Stock-based employee compensation expense included in the determination of reported net loss


(426
)Stock-based employee compensation expense determined under the fair value method


11,890Pro forma net loss

$
(74,093
)Net loss per share, basic and diluted:As reported

$
(0.61
)Pro forma

$
(0.73
)


66

---





The Company has two principal stock incentive plans: the 2003 Long-Term Incentives Plan and the Directors Stock Plan. The 2003 Long-Term
Incentives Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards to officers and employees of the Company. The Directors Stock Plan
provides for the grant of stock options, restricted stock units and other stock-based awards to the Company's non-employee directors. As of September 30, 2007, an aggregate of
4.1 million shares of the Company's common stock were available for issuance under these plans. On March 5, 2007 the stockholders of the Company approved plan amendments which, among
other things, (1) increased the authorized number of shares reserved for issuance under the 2003 Long-Term Incentives Plan to 19.3 million shares, (2) removed the
"evergreen" provision from the Directors Stock Plan that automatically increased the number of shares available under the Plan each year and (3) fixed the total number of shares authorized for
issuance under the Directors Stock Plan at 1,440,000.

The
Company also has a 2003 Stock Option Plan, under which stock options were issued in connection with the Distribution. In the Distribution, each holder of a Conexant stock option
(other than options held by persons in certain foreign locations) received an option to purchase a number of shares of Mindspeed common stock. The number of shares subject to, and the exercise prices
of, the outstanding Conexant options and the Mindspeed options were adjusted so that the aggregate intrinsic value of the options was equal to the intrinsic value of the Conexant option immediately
prior to the Distribution and the ratio of the exercise price per share to the market value per share of each option was the same immediately before and after the Distribution. As a result of such
option adjustments, Mindspeed issued options to purchase an aggregate of approximately 29.9 million shares of its common stock to holders of Conexant stock options (including Mindspeed
employees) under the 2003 Stock Option Plan. There are no shares available for new stock option awards under the 2003 Stock Option Plan. However, any shares subject to the unexercised portion of any
terminated, forfeited or cancelled option are available for future option grants only in connection with an offer to exchange outstanding options for new options.

Prior
to February 2007, the Company maintained employee stock purchase plans for its domestic and foreign employees. Under SFAS 123R, the plans were
non-compensatory and the Company has recorded no compensation expense in connection therewith. The employee stock
purchase plans were terminated by the Company's board of directors effective February 28, 2007. During the years ended September 30, 2007 and 2006, the Company issued 35,000 and 108,000
shares of its common stock under the employee stock purchase plan for net proceeds of $81,000 and $298,000, respectively.



Prior to fiscal 2006, stock-based compensation consisted principally of stock options. Eligible employees received grants of stock options at the time of hire;
the Company also made broad-based stock option grants covering substantially all employees annually. Stock option awards have exercise prices not less than the market price of the common stock at the
grant date and a contractual term of

67

---



eight
or ten years, and are subject to time-based vesting (generally over four years). The following table summarizes stock option activity under all plans (shares in thousands):

|                                  |  | Number
of Shares |   | Weighted
Average
Exercise Price |      | Weighted
Average
Remaining
Contractual Term |           | Aggregate
Intrinsic
Value
|--------------------------------- |  | ---------------- | - | ------------------------------- | ---- | ------------------------------------------- | --------- | -------------------------
|Outstanding at September 30, 2004 |  | 26,859           |   | $                               | 2.30 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Exercisable at September 30, 2004 |  | 17,722           |   | $                               | 2.13 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Granted                           |  | 3,143            |   |                                 | 2.26 |                                             |           |                          
|Exercised                         |  | (1,188           | ) |                                 | 1.59 |                                             |           |                          
|Forfeited or expired              |  | (2,734           | ) |                                 | 2.52 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Outstanding at September 30, 2005 |  | 26,080           |   | $                               | 2.30 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Exercisable at September 30, 2005 |  | 19,104           |   | $                               | 2.21 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Granted                           |  | 1,023            |   |                                 | 2.71 |                                             |           |                          
|Exercised                         |  | (3,009           | ) |                                 | 1.76 |                                             |           |                          
|Forfeited or expired              |  | (1,898           | ) |                                 | 3.18 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Outstanding at September 30, 2006 |  | 22,196           |   | $                               | 2.32 |                                             | 4.3 years |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Exercisable at September 30, 2006 |  | 18,672           |   | $                               | 2.26 |                                             | 3.9 years |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Granted                           |  | 2,456            |   |                                 | 2.17 |                                             |           |                          
|Exercised                         |  | (2,109           | ) |                                 | 1.61 |                                             |           |                          
|Forfeited or expired              |  | (2,634           | ) |                                 | 2.65 |                                             |           |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Outstanding at September 30, 2007 |  | 19,909           |   | $                               | 2.33 |                                             | 4.0 years |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          
|Exercisable at September 30, 2007 |  | 16,540           |   | $                               | 2.31 |                                             | 3.3 years |                          
|                                  |  |                  |   |                                 |      |                                             |           |                          

As
of September 30, 2007, there was unrecognized compensation expense of $2.5 million related to unvested stock options, which the Company expects to recognize over a
weighted-average period of 2.4 years.

The
following table summarizes all options to purchase Mindspeed common stock outstanding at September 30, 2007 (shares in thousands):

Outstanding

ExercisableRange of Exercise Prices

Number
of Shares

Average
Remaining
Contractual
Life (Years)

Weighted-
Average
Exercise
Price

Number
of Shares

Weighted-
Average
Exercise
Price$0.25 - $  1.58

1,995

3.0

$
1.05

1,848

$
1.021.61 -    2.27

7,630

2.4


1.93

5,199


1.832.28 -    2.73

7,570

3.0


2.45

7,397


2.452.79 -    4.41

2,333

2.2


3.54

1,779


3.584.46 -  23.29

381

1.4


7.47

317


7.530.25 -  23.29

19,909

2.6


2.33

16,540


2.31


68

---





The outstanding stock options include options held by Mindspeed employees to purchase an aggregate of 14.2 million shares of Mindspeed common stock, which
are summarized in the following table (shares in thousands):

Outstanding

ExercisableRange of Exercise Prices

Number
of Shares

Average
Remaining
Contractual
Life (Years)

Weighted-
Average
Exercise
Price

Number
of Shares

Weighted-
Average
Exercise
Price$0.25 - $  1.51

851

3.3

$
1.14

704

$
1.081.61 -    2.27

5,504

4.6


1.97

3,092


1.822.28 -    2.73

5,609

3.7


2.48

5,447


2.482.82 -    4.41

1,941

3.5


3.44

1,403


3.464.46 -  12.74

315

3.7


7.35

256


7.440.25 -  12.74

14,220

3.9


2.44

10,902


2.44




The Company's stock incentive plans also provide for awards of restricted shares of common stock and other stock-based incentive awards and from time to time the
Company has used restricted stock awards for incentive or retention purposes. Restricted stock awards have time-based vesting and/or performance conditions and are generally subject to
forfeiture if employment terminates prior to the end of the service period or if the prescribed performance criteria are not met. Restricted stock awards are valued at the grant date based upon the
market price of the Company's common stock and the fair value of each award is charged to expense over the service period.

Restricted
stock grants totaled 2.8 million shares (2007), 4.2 million shares (2006) and 421,000 shares (2005). In fiscal 2007 and 2006, new awards of stock-based
compensation have principally consisted of restricted stock awards. The majority of the restricted stock awards are intended to provide performance emphasis and incentive compensation through vesting
tied to each employee's performance against individual goals, as well as to improvements in the Company's operating performance. The actual amounts of expense will depend on the number of awards that
ultimately vest upon the satisfaction of the related performance and service conditions.

The
fair value of each award is charged to expense over the service period. The actual amounts of expense will depend on the number of awards that ultimately vest upon the satisfaction
of the related

69

---



performance
and service conditions. The following table summarizes restricted stock award activity (shares in thousands):

Number of
Shares

Weighted-
Average
Grant Date
Fair ValueNonvested shares at September 30, 2005

423

$
2.13Granted

4,165


2.57Vested

(541
)

2.42Forfeited

(376
)

2.54Nonvested shares at September 30, 2006

3,671

$
2.54Granted

2,782


1.91Vested

(2,656
)

2.31Forfeited

(608
)

2.44Nonvested shares at September 30, 2007

3,189

$
2.17


The
total fair value of shares vested during the year ended September 30, 2007 was $5.7 million. As of September 30, 2007 there was unrecognized compensation expense
of $3.5 million related to unvested restricted stock awards, which the Company expects to recognize over a weighted-average period of 1.7 years.

11. Employee Benefit Plans

The Company sponsors a 401(k) retirement savings plan for its eligible employees. Prior to the Distribution, Mindspeed employees were eligible to participate in
similar plans sponsored by Conexant. The Company matches a portion of employee contributions and funds the matching contribution in shares of its common stock. The Company issued 612,000 shares
(2007), 331,000 shares (2006) and 483,000 shares (2005) of its common stock to fund the matching contributions. The Company recognized expenses under the retirement savings plans, including amounts
allocated from Conexant, of $1.2 million (2007), $0.8 million (2006) and $0.9 million (2005).

12. Special Charges

Special charges consist of the following (in thousands):

2007

2006

2005Asset impairments

$


$


$
810Restructuring charges


4,724


2,550


5,189$
4,724

$
2,550

$
5,999




During fiscal 2005, the Company recorded asset impairment charges totaling $810,000 related to property and equipment that it determined to abandon or scrap,
including assets associated with the closure of the Company's former design centers in Herzlia, Israel and Lisle, Illinois.

70

---



The
Company continually monitors and reviews long-lived assets, including fixed assets and intangible assets, for possible impairment. Future impairment tests may result in
significant write-downs of the value of its assets.



Mindspeed 2007 Restructuring PlanDuring the first and second quarters of fiscal 2007, the Company
implemented a restructuring plan under which it reduced its workforce by approximately 49 employees. The affected employees included approximately 38 persons in research and development, 8 in sales
and marketing and 3 in general and administrative functions. In connection with this reduction in workforce, the Company recorded a charge of $2.4 million for severance benefits payable to the
affected employees and $75,000 for the value of stock-based compensation awards that will vest without future service to the Company. On December 1, 2006, the Company vacated approximately
50,000 square feet of excess space at its Newport Beach headquarters and recorded a charge related to contractual obligations on this space of approximately $1.9 million. This charge was
increased by $0.6 million during the second fiscal quarter and an additional $0.2 million in the fourth fiscal quarter as a result of a change in sub-lease income estimates.
The Company expects to incur a total of $0.2 million of additional restructuring costs in future periods related to this plan.

Activity
and liability balances related to the Mindspeed 2007 restructuring plan through September 30, 2007 are as follows (in thousands):

Workforce
Reductions

Facility
and Other

TotalCharged to costs and expenses

$
2,418

$
2,834

$
5,252Cash payments


(2,119
)

(1,582
)

(3,701
)Reversal of non-cash charges


(75
)




(75
)Restructuring balance, September 30, 2007

$
224

$
1,252

$
1,476


Mindspeed 2006 Restructuring PlanIn March 2006, the Company implemented a restructuring plan under which it reduced
its workforce by approximately 21 employees. The affected employees included approximately 9 persons in research and development, 6 in sales and marketing and 6 in general and administrative
functions. In July 2006, the Company continued this restructuring plan and reduced its workforce by an additional 19 employees. The affected employees included approximately 17 persons
in research and development and 2 in sales and marketing. In connection with the 2006 restructuring plan, the Company recorded $2.4 million of restructuring charges for fiscal 2006. These
restructuring charges included $2.1 million of severance benefits payable to 40 employees and $294,000 for the value of stock-based compensation awards that vest without future service to the
Company.

71

---



Activity
and liability balances related to the Mindspeed 2006 restructuring plan through September 30, 2007 are as follows (in thousands):

Workforce
ReductionsCharged to costs and expenses

$
2,406Cash payments


(1,215
)Reversal of non-cash charges


(294
)Restructuring balance, September 30, 2006


897Reversal of previously accrued costs and expenses


(197
)Cash payments


(706
)Non-cash charges


14Restructuring balance, September 30, 2007

$
8


Other Restructuring PlansIn fiscal 2002, 2003 and 2005, the Company implemented a number of cost reduction initiatives to
improve its operating cost structure. The cost reduction initiatives included workforce reductions, significant reductions in capital spending, the consolidation of
certain facilities and salary reductions for the senior management team. During the year ended September 30, 2007, the Company made cash payments of $439,000 under these restructuring plans and
reversed $331,000 of previously accrued costs and expenses related to a facility closure. As of September 30, 2007, there were no remaining liabilities under these restructuring plans.

As
of September 30, 2007, the Company has a remaining accrued restructuring balance for all restructuring plans totaling $1.5 million principally representing obligations
under non-cancelable leases, employee severance benefits and other contractual commitments. The Company expects to pay these obligations over their respective terms, which expire at
various dates through fiscal 2009. The payments will be funded from available cash balances and funds from product sales and are not expected to significantly impact liquidity.

13. Related Party Transactions

The Company leases its headquarters and principal design center in Newport Beach, California from Conexant. For the years ended September 30, 2007, 2006,
and 2005, rent and operating expenses paid to Conexant were $6.6 million, $6.5 million and $3.7 million respectively.

The
Company made no sales to Conexant during the years ended September 30, 2007 and 2006 and has no liability in accounts payable to Conexant at September 30, 2007 and
2006. Sales to Conexant were $1.2 million in fiscal 2005.

72

---



14. Segment and Other Information

The Company operates a single business segment which designs, develops and sells semiconductor networking solutions for communications applications in enterprise,
access, metropolitan and wide-area networks. Revenues by product line are as follows (in thousands):

2007

2006

2005Multiservice access DSP products

$
36,340

$
37,404

$
33,048High-performance analog products


37,482


42,742


27,087WAN communications products


53,983


55,773


51,642$
127,805

$
135,919

$
111,777


Revenues
by geographic area are presented based upon the country of destination. Revenues by geographic area are as follows (in thousands):

2007

2006

2005United States

$
39,036

$
41,151

$
32,764Other Americas


7,197


4,510


9,602Total Americas


46,233


45,661


42,366Malaysia


8,841


16,999


16,894Taiwan


6,937


7,088


7,299China


35,343


35,501


20,412Japan


7,411


7,376


5,417Other Asia-Pacific


8,576


6,754


4,509Total Asia-Pacific


67,108


73,718


54,531Europe, Middle East and Africa


14,464


16,540


14,880$
127,805

$
135,919

$
111,777


No
other foreign country represented 10% or more of net revenues for any of the periods presented. The Company believes a substantial portion of the products sold to original equipment
manufacturers (OEMs) and third-party manufacturing service providers in the Asia-Pacific region are ultimately shipped to end-markets in the Americas and Europe.

Long-lived
assets consist of property, plant and equipment, license agreements, goodwill and intangible assets and other long-term assets. Long-lived
assets by geographic area at fiscal year-ends are as follows (in thousands):

2007

2006United States

$
19,074

$
14,553Europe, Middle East and Africa


1,262


1,771Asia-Pacific


2,233


491$
22,569

$
16,815


73

---



15. Asset Acquisition

On September 25, 2007, the Company, through its wholly-owned subsidiary, Mindspeed Development Sub, Inc., completed its acquisition of certain
assets of Ample Communications, Inc. (Ample), pursuant to an Asset Purchase Agreement, dated as of September 4, 2007, between Buyer and Silicon Valley Bank as agent for itself and Gold
Hill Lending Group 03, LP (the Seller).

Pursuant
to the terms of the Asset Purchase Agreement, the Company paid $4.6 million for certain of Ample's assets, including intellectual property, inventory, accounts
receivable, backlog and certain contract rights. During the time between signing and closing, the Company advanced certain funds to Seller solely to enable Seller and its representatives to service
and maintain the assets to be purchased. The Company is in the process of obtaining third party valuations of the intangible assets; thus, the allocation of the purchase price is preliminary and
subject to refinement. The preliminary purchase price is:

Total cash consideration

$
5,401Acquisition related transaction costs


667Less cash acquired


20Total preliminary purchase price

$
6,048


Acquisition
related transaction costs include Mindspeed's estimate of legal and accounting fees and other external costs directly related to the transaction.

Net
assets acquired consist of the following:

Inventories, net

$
359Accounts receivable


5Certain identified fixed assets


160Intangible assets


3,200Goodwill


2,324Total assets acquired

$
6,048


Identifiable
intangible assets as reflected in the preliminary valuation performed by a third-party appraiser consist of the following:

Estimated
Fair Value

Estimated
average
remaining
useful lifeBacklog

$
100

3 monthsDeveloped technology


3,100

5 yearsTotal intangible assets

$
3,200


74

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Mindspeed Technologies, Inc.:

We
have audited the accompanying consolidated balance sheets of Mindspeed Technologies, Inc. and subsidiaries (the "Company") as of September 30, 2007 and 2006, and the
related consolidated statements of operations, cash flows, and stockholders' equity and comprehensive loss for each of the three years in the period ended September 30, 2007. Our audits also
included the financial statement schedule listed in Item 15(a) (2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We
conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at September 30, 2007 and
2006, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2007, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over
financial reporting as of September 30, 2007, based on the criteria established inInternal ControlIntegrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 30, 2007, expressed an unqualified opinion on management's assessment of the effectiveness of
the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

|                                 |  | DELOITTE & TOUCHE LLP
|-------------------------------- |  | ---------------------
|Costa Mesa, CA
November 30, 2007 |  |                      

75

---





Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2007. Disclosure controls and procedures are defined under SEC rules as controls and
other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within required time periods. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of September 30, 2007, these disclosure
controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting
is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control
over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide
reasonable assurance that transactions are recorded as necessary for
preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that
unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent
limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

There
were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2007 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

Our
management evaluated the effectiveness of our internal control over financial reporting based on the framework inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, management concluded that the company's internal control
over financial reporting was effective as of September 30, 2007. Deloitte & Touche LLP has audited our assessment of our internal control over financial reporting and their report is
included in herein.

76

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Mindspeed Technologies, Inc.:

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that Mindspeed Technologies, Inc. and
subsidiaries (the "Company") maintained effective internal control over financial reporting as of September 30, 2007, based on the criteria established inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A
company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of September 30, 2007, is fairly stated, in all material
respects, based on the criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2007, based on the
criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission.

77

---



We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement
schedule as of and for the year ended September 30, 2007, of the Company and our report dated November 30, 2007, expressed an unqualified opinion on those consolidated financial
statements and the financial statement schedule.

|                                 |  | DELOITTE & TOUCHE LLP
|-------------------------------- |  | ---------------------
|Costa Mesa, CA
November 30, 2007 |  |                      

78

---





Item 9B.Other Information

Not applicable.

PART III

Certain information required by Part III is omitted from this Annual Report and is incorporated herein by reference to the Company's definitive Proxy
Statement for the 2008 Annual Meeting of Stockholders (the Proxy Statement) to be filed with the SEC.

Item 10.Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference from the sections entitled "Election of Directors," "Executive Officers," "Board
Committees and Meetings" and "Other MattersSection 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement.

We
have adopted a code of ethics entitled "Standards of Business Conduct," that applies to all employees, including our executive officers and directors. A copy of the standards of
business conduct is posted on our website(www.mindspeed.com). In addition, we will provide to any person without charge a copy of the standards upon
written request to our secretary at the address above. In the event that we make any amendment to, or grant any waiver from, a provision of the standards of business conduct that requires disclosure
under applicable results, we will disclose such amendment or waiver and the reasons therefore as required by the SEC and Nasdaq.

Item 11.Executive Compensation

The information required by this Item is incorporated herein by reference to the sections entitled "Executive Officer and Director Compensation," "Compensation
Committee Interlocks and Insider Participation," and "Compensation Committee Report" in the Proxy Statement.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the sections entitled "Equity Compensation Plan Information" and "Security Ownership
of Certain Beneficial Owners and Management" in the Proxy Statement.

Item 13.Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the sections entitled "Certain Relationships and Related Transactions" and "Director
Independence" in the Proxy Statement.

Item 14.Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the section entitled "Principal Accounting Fees and Services" in the Proxy Statement.

79

---



PART IV

Item 15.Exhibits and Financial Statement Schedules



The following consolidated financial statements of the Company for the three fiscal years ended September 30, 2007 are included herewith:

Consolidated
Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows, Consolidated Statements of Stockholders' Equity and Comprehensive Loss, Notes
to Consolidated Financial Statements, and Report of Independent Registered Public Accounting Firm



Schedule IIValuation and Qualifying Accounts

All other schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, or because the
required information is included in the consolidated financial statements or notes thereto.



|2.1 |  | Asset Purchase Agreement, dated as of September 4, 2007, by and between Silicon Valley Bank, as agent for itself and Gold Hill Lending Group 03, LP and Mindspeed Development Sub, Inc., filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated September 25, 2007, is incorporated herein by reference.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 |  | 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.                                                                                                                      
|4.1 |  | Specimen certificate for the Registrant's Common Stock, par value $.01 per share, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form 10 (File No. 1-31650), is incorporated herein by reference.                                                                                                      
|4.2 |  | Rights Agreement dated as of June 26, 2003, by and between the Registrant and Mellon Investor Services LLC, as Rights Agent, filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated July 1, 2003, is incorporated
herein by reference.                                                                  
|4.3 |  | First Amendment to Rights Agreement, dated as of December 6, 2004, by and between the Registrant and Mellon Investor Services LLC, filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is
incorporated herein by reference.                                                        
|4.4 |  | Common Stock Purchase Warrant dated June 27, 2003, filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-109523), is incorporated herein by reference.                                                                                                               
|4.5 |  | 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.                                               
|4.6 |  | Indenture, dated as of December 8, 2004, between the Registrant and Wells Fargo Bank, N.A., filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                               
|    |  |                                                                                                                                                                                                                                                                                                                            

80

---



|4.7    |  | Form of 3.75% Convertible Senior Notes due 2009, attached as Exhibit A to the Indenture (Exhibit 4.6 hereto), is incorporated herein by reference.                                                                                                                                                                                                                
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.8    |  | Registration Rights Agreement, dated as of December 8, 2004, by and between the Registrant and Lehman Brothers Inc., filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K dated December 2, 2004, 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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                          
|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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                      
|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 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.                                                 
|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 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.                                                     
|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 quarter ended December 31, 2005, is incorporated herein by reference.                                                   
|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 dated July 1, 2003, is incorporated herein by
reference.                                                                                                                        
|10.7   |  | Amended and Restated Sublease, dated March 24, 2005, by and between Conexant Systems, Inc. and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, is
incorporated herein by reference.                                                                                                 
|10.8   |  | Purchase Agreement, dated December 2, 2004, between the Registrant and Lehman Brothers Inc., filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                                                                    
|10.9   |  | Pledge Agreement, dated as of December 8, 2004, by the Registrant in favor of Wells Fargo Bank, N.A., filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by
reference.                                                                                                                           
|10.10  |  | Control Agreement, dated as of December 8, 2004, by and among the Registrant and Wells Fargo Bank, N.A., in its capacity as trustee, and Wells Fargo Bank, N.A., in its capacity as securities intermediary and depositary bank, filed as
Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated December 2, 2004, is incorporated herein by reference.
|*10.11 |  | Form of Employment Agreement between the Registrant and certain executives of the Registrant, filed as Exhibit 10.8.1 to the Registrant's Registration Statement on Form 10 (File No. 1-31650), is incorporated herein by
reference.                                                                                                                              
|*10.12 |  | Schedule identifying parties to and terms of agreements with the Registrant substantially identical to the Employment Agreement constituting Exhibit 10.11 hereto.                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                   

81

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|*10.13 |  | 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 quarter ended March 31, 2005, is incorporated herein by reference.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.14 |  | Schedule identifying parties to agreements with the Registrant substantially identical to the Form of Indemnification Agreement constituting Exhibit 10.13 hereto, filed as Exhibit 10.15 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 2005, is incorporated herein by reference.   
|*10.15 |  | Mindspeed Technologies, Inc. 2003 Employee Stock Purchase Plan, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                                                             
|*10.16 |  | Mindspeed Technologies, Inc. 2003 Non-Qualified Employee Stock Purchase Plan, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by
reference.                                                                                               
|*10.17 |  | Mindspeed Technologies, Inc. 2003 Stock Option Plan, filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-106146), is incorporated herein by reference.                                                                                                                
|*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 dated March 5, 2007 is incorporated herein by reference.                                                                                                           
|*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 quarter ended June 30, 2005, is incorporated herein
by reference.                                                                           
|*10.20 |  | Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated
herein by reference.                                                                    
|*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 quarter ended June 30, 2005, is incorporated
herein by reference.                                                                       
|*10.22 |  | Restricted Stock Award 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 year ended September 30, 2004, is
incorporated herein by reference.                                                          
|*10.23 |  | Mindspeed Technologies, Inc. Directors Stock Plan, as amended and restated, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 17, 2007, is incorporated herein by reference.                                                                                                                     
|*10.24 |  | 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 quarter ended June 30, 2005, is incorporated herein by
reference.                                                                                     
|*10.25 |  | Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. Directors Stock Plan, filed as Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by
reference.                                                                              
|*10.26 |  | Mindspeed Technologies, Inc. Retirement Savings Plan, filed as Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                               

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|*10.27  |  | Mindspeed Technologies, Inc. Deferred Compensation Plan, filed as Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, is incorporated herein by reference.                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.28  |  | Amendment No. 1 to Mindspeed Technologies, Inc. Deferred Compensation Plan, filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, is incorporated herein by
reference.                                            
|*10.29  |  | 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 quarter ended March 31, 2006, is incorporated herein by
reference.                              
|*10.30  |  | Restricted Shares Award 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 quarter ended March 31, 2006, is
incorporated herein by reference.                 
|*+10.31 |  | Confidential Severance Agreement and General Release, dated June 26, 2006, by and between Danny Shamlou and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2006, is incorporated herein by reference.
|*10.32  |  | Agreement and General Release, dated August 27, 2006, by and between Dave Carroll and the Registrant, filed as Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2006, is incorporated
herein by reference.                      
|*10.33  |  | Agreement, dated January 31, 2007, by and between Bradley W. Yates and the Registrant, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, is incorporated herein by
reference.                                 
|*10.34  |  | Summary of Director Compensation Arrangements, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, is incorporated herein by reference.                                                                             
|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.                                                                                                                                                                          

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83

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See subsection (a) (3) above.



The financial statement schedule for Mindspeed Technologies, Inc. is set forth in (a) (2) of Item 15 above.

84

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on this 30th day of November, 2007.

| |  | MINDSPEED TECHNOLOGIES, INC.
| |  | ----------------------------
| |  | By:                         

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed on the 30th day of November, 2007, by the following persons on behalf of the
Registrant and in the capacities indicated:

|Signature                                 |  | Title                                                                                                               
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|                                          |  |                                                                                                                     
|/s/RAOUF Y. HALIMRaouf Y. Halim           |  | Chief Executive Officer and Director
(Principal Executive Officer)                                                  
|/s/SIMON BIDDISCOMBESimon Biddiscombe     |  | Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
|/s/DWIGHT W. DECKER*Dwight W. Decker      |  | Chairman of the Board of Directors                                                                                  
|/s/DONALD H. GIPS*Donald H. Gips          |  | 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** |  | 
|---- | --------------------------------------------------- |  | 

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85

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

|Description                    |                                          | Balance at
Beginning
of Year |   | Additions
Charged to Costs and
Expenses |  | Deductions(1) |       | Balance
at End
of Year
|------------------------------ | ---------------------------------------- | ---------------------------- | - | --------------------------------------- |  | ------------- | ----- | ----------------------
|
|Year ended September 30, 2007: |                                          |                              |   |                                         |  |               |       |                       
|                               | Allowance for doubtful accounts          |                              | $ | 447                                     |  | $             | (94   | )                     
|                               | Reserve for sales returns and allowances |                              |   | 1,165                                   |  |               | 780   |                       
|Year ended September 30, 2006: |                                          |                              |   |                                         |  |               |       |                       
|                               | Allowance for doubtful accounts          |                              | $ | 462                                     |  | $             | (15   | )                     
|                               | Reserve for sales returns and allowances |                              |   | 1,356                                   |  |               | 149   |                       
|Year ended September 30, 2005: |                                          |                              |   |                                         |  |               |       |                       
|                               | Allowance for doubtful accounts          |                              | $ | 627                                     |  | $             | (160  | )                     
|                               | Reserve for sales returns and allowances |                              |   | 922                                     |  |               | 1,206 |                       

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EXHIBIT INDEX

|10.12 |  | Schedule identifying parties to and terms of agreements with the Registrant substantially identical to the Employment Agreement constituting Exhibit 10.11 hereto.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                               

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