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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended October 2, 2009
  Commission file number:
    001-31650
  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:
  (Title of Each Class)

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

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

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Documents
    Incorporated by Reference
  Form 10-K.




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEX-10.10EX-10.21EX-10.39EX-12.1EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents   FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K, Form 10-K
  
    the ability of our relationships with network infrastructure
    original equipment manufacturers to facilitate early adoption of
    our products, enhance our ability to obtain design wins and
    encourage adoption of our technology in the industry;
    the growth prospects for the network infrastructure equipment
    and communications semiconductors markets, including increased
    demand for network capacity, the continued upgrade and expansion
    of legacy networks, and the build-out of networks in developing
    countries;
    our expectation that OEMs will outsource more of their
    semiconductor component requirements to semiconductor suppliers;
    our plans to make substantial investments in research and
    development and participate in the formulation of industry
    standards;
    our belief that we can maximize our return on our research and
    development spending by focusing our investment in what we
    believe are key high-growth markets;
    our ability to achieve design wins and convert wins into revenue;
    the continuation of intense price and product competition, and
    the resulting declining average selling prices for our products;
    the impact of changes in customer purchasing activities,
    inventory levels and inventory management practices;
    the importance of attracting and retaining highly skilled,
    dedicated personnel;
    the challenges of shifting any operations or labor offshore,
    including the likelihood of competition in offshore markets for
    qualified personnel;
    our ability to achieve revenue growth and sustain profitability
    or to sustain positive cash flows from operations;
    our plans to reduce operating expenses, the amount and timing of
    any such expense reductions, and its effects on cash flow;
    our anticipation that we will not pay a dividend in the
    foreseeable future;
    our expectations regarding the growth in Chinas
    telecommunications industry;
    the dependence of our operating results on our ability to
    develop and introduce new products and enhancements to existing
    products on a timely basis;
    the continuation of a trend toward industry consolidation and
    the effect it could have on our operating results;
    our belief that we are benefiting from the increased deployment
    of internet protocol-based networks both in new network
    buildouts worldwide and the replacement of circuit-switched
    networks; 2




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
    the sufficiency of our existing sources of liquidity and
    expected sources of cash to repay the remaining
    $10.5 million in senior convertible debt and fund our
    operations, research and development efforts, anticipated
    capital expenditures, working capital and other financing
    requirements for the next 12 months;
    the circumstances under which we may need to seek additional
    financing, our ability to obtain any such financing and any
    consideration of acquisition opportunities;
    our expectation that our provision for income taxes for fiscal
    2010 will principally consist of income taxes related to our
    foreign operations;
    our expectations with respect to our recognition of income tax
    benefits in the future;
    our restructuring plans, including expected workforce
    reductions, the expected cost savings under our restructuring
    plans and the uses of those savings, the timing and amount of
    payments to complete the actions, the source of funds for such
    payments, the impact on our liquidity and the resulting
    decreases in our research and development and selling, general
    and administrative expenses, and the amounts of future charges
    to complete our restructuring plans;
    our beliefs regarding the effect of the disposition of pending
    or asserted legal matters and the possibility of future legal
    matters;
    our acquisition strategy, the means of financing such a
    strategy, and the impact of any past or future acquisitions,
    including the impact on revenue, margin and profitability;
    our plans relating to our use of stock-based compensation, the
    effectiveness of our incentive compensation programs and the
    expected amounts of stock-based compensation expense in future
    periods;
    our belief that the financial stability of suppliers is an
    important consideration in our customers purchasing
    decisions;
    the effects of a downturn in the semiconductor industry and the
    general economy at large, including the impact of slower
    economic activity, an increase in bankruptcy filings, concerns
    about inflation and deflation, increased energy costs, decreased
    consumer confidence, reduced corporate profits and capital
    spending, adverse business conditions and liquidity concerns in
    the wired and wireless communications markets, recent
    international conflicts and terrorist and military activity and
    the impact of natural disasters and public health emergencies on
    our revenue and results of operation;
    the impact of reductions, delays and cancellation of orders from
    key customers given our dependence on a relatively small number
    of end customers and distributors for a significant portion of
    our revenue and our lack of long term purchase commitments;
    the impact of volatility in the stock market on the market price
    of our common stock;
    the impact on our business if we fail to comply with the minimum
    listing requirements for continued quotation on the Nasdaq
    Global Market;
    the effect of changes in the amount of research coverage of our
    common stock, changes in earnings estimates or buy/sell
    recommendations by analysts and changes in investor perception
    of us and the industry in which we operate;
    the effect of shifts in our product mix and the effect of
    maturing products;
    the continued availability and costs of products from our
    suppliers;
    the value of our intellectual property, our ability to continue
    recognizing patent-related revenues from the sale or licensing
    of our intellectual property and our plans to pursue our current
    intellectual property strategy;
    our belief that the loss of any single patent, license, trade
    secret, know-how, trademark or copyright would not materially
    affect our business or financial condition;
    market demand for our new and existing products and our ability
    to increase our revenues; 3




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




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PART I
 
  Item 1.
    Business    
    Multiservice Accessproducts include low-power multi-core
    digital signal processor (DSP)
    system-on-a-chip
    (SoC) products for carrier-class triple-play edge gateways,
    metro trunking gateways and other Voice-over-IP (VoIP) and
    multi-play service platforms in the carrier infrastructure. Our
    products are also used in broadband customer-premises equipment
    (CPE) gateways and other equipment that carriers are deploying
    in order to deliver voice, data and video services to
    residential subscribers.
    High-Performance Analogproducts include high-density
    crosspoint switches, optical drivers and other devices, plus
    timing, equalization and signal-conditioning solutions for
    next-generation fiber access networks including ethernet passive
    optical networking (EPON) equipment. Our high-performance analog
    technology also helps address switching, timing and
    signal-conditioning challenges in enterprise storage equipment,
    and is being used in the broadcast-video network transition to
    3G high-definition (HD) transmission.
    Wide Area Networking (WAN) Communicationsproducts
    include a broad portfolio for legacy requirements in the
    existing circuit-switched network, as well as emerging 3G
    wireless backhaul applications.    
    packet processing in high-speed multi-service access
    applications including advanced VoIP and triple-play (voice,
    data and video) service delivery;
    high-speed analog transmission and switching for next-generation
    optical networking, enterprise storage and broadcast video
    transmission applications with difficult switching, timing and
    synchronization requirements; and
    WAN communications over the public switched telephone network
    (PSTN), which furnishes much of the Internets underlying
    long-distance infrastructure.     5




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Spin-off
    from Conexant Systems, Inc.
    Industry
    Overview
    Addressed
    Markets
    Enterprise
  Broadband Access
 6




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Metropolitan and Wide Area Networks
    The
    Mindspeed Approach
        
    low-power semiconductor device architectures, including
    mixed-signal devices and application-specific multi-core SoC
    solutions that combine core central processing units, digital
    signal processors and programmable hardware-accelerated protocol
    engines plus analog signal processing capabilities;
    highly optimized signal processing algorithms and communications
    protocols, which we implement in semiconductor devices,
    including echo-cancellation, wideband voice and advanced video
    technologies; 7




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
    critical software drivers and application software to perform
    signal, packet and transmission processing tasks, plus
    programming tools, which customers can use to add their own
    proprietary value to designs based on our SoCs;
    specialized analog semiconductor products, which solve difficult
    system challenges in synchronous optical network (SONET) and
    dense wavelength division multiplexing (DWDM) telecommunications
    equipment, broadcast video systems, and enterprise applications
    including PCI Express, Serial-Attached SCSI (SAS)/Serial ATA
    (SATA) and Ethernet blade servers plus 10G Ethernet local area
    network switching;
    traditional transmission components for the PSTN which continues
    to provide the underlying long-distance backbone for
    todays Internet infrastructure.  Increasing
    Demand for Communications Semiconductors
    
    We anticipate that demand for network capacity will continue to
    increase, driven by:  
    Internet user growth;
    higher network utilization rates as carriers seek to maximize
    the return on the capital and operational investments in their
    network infrastructure; and
    growing consumer and business demand for VoIP and other
    bandwidth-intensive services and applications, such as wireless
    data transfer and video/multimedia content delivery.  
    We believe that incumbent telecommunications carriers,
    integrated communication service providers and cable multiple
    service operators worldwide will continue to upgrade and expand
    legacy portions of their networks to accommodate new service
    offerings and to reduce operating costs. This upgrade and
    expansion cycle, along with the development of new,
    next-generation networks, requires the development of a variety
    of new equipment created from advanced semiconductor solutions.
    In certain countries, we expect that service providers will
    continue the build-out of telecommunication networks, many of
    which were previously government owned and are now often taking
    the lead on new technology deployment, ahead of more established
    regions in terms of creating high-growth market opportunities
    for the latest advances.
    We also believe that many technologies developed to solve
    high-speed optical networking challenges also apply to
    challenges in other portions of the network infrastructure. For
    instance, high-speed backplanes for DWDM equipment have
    sophisticated timing and signal-conditioning requirements that
    are similar to those required in enterprise storage and
    broadcast video transmission applications. In both cases,
    advanced silicon is a critical enabler for system designs.    Strategy
    Focus
    on Increasing Share in Growth Applications
   8




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Expand
    Strategic Relationships with Industry-Leading Global Network
    Infrastructure OEMs and Maximize Design Win Share
      Capitalize
    on the Breadth of Our Product and Intellectual Property
    Portfolio
         9




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Provide
    Outstanding Technical Support and Customer Service
    Products
    Multiservice
    Access DSP Products
      PBX-on-a-chip office-in-a-box
   10




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High-Performance
    Analog Products
  (SONET)/synchronous
  
    converting incoming optical signals from fiber optic cables to
    electrical signals for processing and transport over a wireline
    medium and vice-versa;
    conditioning the signal to remove unwanted noise or errors;
    combining lower speed signals from multiple parallel paths into
    higher speed serial paths, and vice-versa, for bandwidth
    economy; and
    amplifying and equalizing weaker signals as they pass through a
    particular systems equipment, media or network.    WAN
    Communications Products
     11




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Customers
        Sales,
    Marketing and Technical Support
   12




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Operations
    and Manufacturing
        Competition
        
    time-to-market;
    product quality, reliability and performance;
    customer support;
    price and total system cost;
    new product innovation;
    compliance with industry standards; 13




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
    design wins;
    market acceptance of our, or our competitors products;
    production efficiencies; and
    general economic conditions.    
    stronger financial position and liquidity;
    longer, or stronger, presence in key markets;
    greater name recognition;
    more secure supply chain;
    lower cost alternatives to our products;
    access to larger customer bases; and
    significantly greater sales and marketing, manufacturing,
    distribution, technical and other resources.    Backlog
    Research
    and Development
      Intellectual
    Property
   14




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Employees
    Cyclicality
      Available
    Information
  http://www.mindspeed.com. Form 10-K, Form 10-Q, Form 8-K Form 10-K.
 
  Item 1A.
    Risk
    Factors   15




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We
    have substantial cash requirements to fund our operations,
    research and development efforts and capital expenditures. Our
    capital resources are limited and capital needed for our
    business may not be available when we need it.
    We
    have incurred operating losses in the past and we may incur
    losses in future periods.
    and/or
  Our
    operating results may be adversely impacted by worldwide
    political and economic uncertainties and specific conditions in
    the markets we address, including the cyclical nature of and
    volatility in the semiconductor industry. As a result, the
    market price of our common stock may decline.
   16




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The
    price of our common stock may fluctuate
    significantly.
    
    our operating and financial performance and prospects, including
    our ability to regain and sustain the profitability we achieved
    in the fourth quarter of fiscal 2008;
    the depth and liquidity of the market for our common stock which
    can impact, among other things, the volatility of our stock
    price and the availability of market participants to borrow
    shares;
    investor perception of us and the industry in which we operate;
    the level of research coverage of our common stock;
    changes in earnings estimates or buy/sell recommendations by
    analysts;
    the issuance and sale of additional shares of common stock;
    general financial and other market conditions; and
    domestic and international economic conditions.   17




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Our
    operating results are subject to substantial quarterly and
    annual fluctuations.
    
    changes in end-user demand for the products manufactured and
    sold by our customers;
    the effects of competitive pricing pressures, including
    decreases in average selling prices of our products;
    the gain or loss of significant customers;
    market acceptance of our products and our customers
    products;
    our ability to develop, introduce, market and support new
    products and technologies on a timely basis;
    intellectual property disputes;
    the timing of receipt, reduction or cancellation of significant
    orders by customers;
    fluctuations in the levels of component inventories held by our
    customers and changes in our customers inventory
    management practices;
    shifts in our product mix and the effect of maturing products;
    availability and cost of products from our suppliers;
    the timing and extent of product development costs;
    new product and technology introductions by us or our
    competitors;
    fluctuations in manufacturing yields; and
    significant warranty claims, including those not covered by our
    suppliers.    The
    loss of one or more key customers or distributors, or the
    diminished demand for our products from a key customer could
    significantly reduce our revenues and profits.
    We may
    not be able to attract and retain qualified personnel necessary
    for the design, development, sale and support of our products.
    Our success could be negatively affected if key personnel
    leave.
   18




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We are
    entirely dependent upon third parties for the manufacture of our
    products and are vulnerable to their capacity constraints during
    times of increasing demand for semiconductor
    products.
      
    the lack of assured supply, potential shortages and higher
    prices;
    the effects of disputes or litigation involving our third-party
    foundries;
    increased lead times;
    limited control over delivery schedules, manufacturing yields,
    production costs and product quality; and
    the unavailability of, or delays in obtaining, products or
    access to key process technologies.       19




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start-up
  We are
    subject to the risks of doing business
    internationally.
    
    currency exchange rate fluctuations;
    local economic and political conditions;
    disruptions of capital and trading markets;
    accounts receivable collection and longer payment cycles;
    wage inflation;
    difficulties in staffing and managing foreign operations;
    potential hostilities and changes in diplomatic and trade
    relationships;
    restrictive governmental actions (such as restrictions on the
    transfer or repatriation of funds and trade protection measures,
    including export duties and quotas and customs duties and
    tariffs);
    changes in legal or regulatory requirements;
    difficulty in obtaining distribution and support;
    the laws and policies of the U.S. and other countries
    affecting trade, foreign investment and loans and import or
    export licensing requirements; 20




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
    environmental laws and regulations governing, among other
    things, air emissions, wastewater discharges, the contents of
    our products, the use, handling and disposal of hazardous
    substances and wastes, soil and groundwater contamination and
    employee health and safety;
    tax laws;
    limitations on our ability under local laws to protect our
    intellectual property;
    cultural differences in the conduct of business; and
    natural disasters, acts of terrorism and war.      We are
    subject to intense competition.
      
    stronger financial position and liquidity;
    longer, or stronger, presence in key markets;
    greater name recognition;
    more secure supply chain;
    lower cost alternatives to our products;
    access to larger customer bases; and
    significantly greater sales and marketing, manufacturing,
    distribution, technical and other resources.     21




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Our
    success depends on our ability to develop competitive new
    products in a timely manner and keep abreast of the rapid
    technological changes in our market.
      
    our ability to anticipate customer and market requirements and
    changes in technology and industry standards;
    our ability to accurately define new products;
    our ability to complete development of new products, and bring
    our products to market, on a timely basis;
    our ability to differentiate our products from offerings of our
    competitors; and
    overall market acceptance of our products.      Industry
    consolidation may harm our operating results.
    Uncertainties
    involving the ordering and shipment of our products could
    adversely affect our business.
   22




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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.
    Because
    of the lengthy sales cycles of many of our products, we may
    incur significant expenses before we generate any revenues
    related to those products.
    We may
    be subject to claims, or we may be required to defend and
    indemnify customers against claims, of infringement of
    third-party intellectual property rights or demands that we, or
    our customers, license third-party technology, which could
    result in significant expense.
      
    pay substantial damages for past, present and future use of the
    infringing technology;
    cease the manufacture, use or sale of infringing products; 23




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
    discontinue the use of infringing technology;
    expend significant resources to develop non-infringing
    technology;
    pay substantial damages to our customers or end users to
    discontinue use or replace infringing technology with
    non-infringing technology;
    license technology from the third party claiming infringement,
    which license may not be available on commercially reasonable
    terms, or at all; or
    relinquish intellectual property rights associated with one or
    more of our patent claims, if such claims are held invalid or
    otherwise unenforceable.    If we
    are not successful in protecting our intellectual property
    rights, it may harm our ability to compete.
    
    the steps we take to prevent misappropriation or infringement of
    our intellectual property may not be successful;
    any existing or future patents may be challenged, invalidated or
    circumvented; or
    the measures described above may not provide meaningful
    protection.    The
    complexity of our products may lead to errors, defects and bugs,
    which could subject us to significant costs or damages and
    adversely affect market acceptance of our
    products.
     24




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We may
    make business acquisitions or investments, which involve
    significant risk.
    
    issuances of equity securities dilutive to our existing
    stockholders;
    substantial cash payments;
    the incurrence of substantial debt and assumption of unknown
    liabilities;
    large one-time write-offs;
    amortization expenses related to intangible assets;
    ability to use our net operating loss carryforwards;
    the diversion of managements attention from other business
    concerns; and
    the potential loss of key employees, customers and suppliers of
    the acquired business.      Our
    ability to utilize our net operating loss carryforwards and
    certain other tax attributes may be limited.
    Our
    results of operations could vary as a result of the methods,
    estimates and judgments we use in applying our accounting
    policies.
  Form 10-K).
 25




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Substantial
    sales of the shares of our common stock issuable upon conversion
    of our convertible senior notes or exercise of the warrant
    issued to Conexant could adversely affect our stock price or our
    ability to raise additional financing in the public capital
    markets.
    Antidilution
    and other provisions in the warrant issued to Conexant may also
    adversely affect our stock price or our ability to raise
    additional financing.
      Some
    of our directors and executive officers may have potential
    conflicts of interest because of their positions with Conexant
    or their ownership of Conexant common stock.
     26




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Provisions
    in our organizational documents and stockholders rights
    agreements and Delaware law will make it more difficult for
    someone to acquire control of us.
    
    the division of our board of directors into three classes to be
    elected on a staggered basis, one class each year;
    the exclusive responsibility of the board of directors to fill
    vacancies on the board of directors;
    the ability of our board of directors to issue shares of our
    preferred stock in one or more series without further
    authorization of our stockholders;
    a prohibition on stockholder action by written consent;
    a requirement that stockholders provide advance notice of any
    stockholder nominations of directors or any proposal of new
    business to be considered at any meeting of stockholders;
    a requirement that a supermajority vote be obtained to remove a
    director for cause or to amend or repeal certain provisions of
    our restated certificate of incorporation or amended and
    restated bylaws;
    elimination of the right of stockholders to call a special
    meeting of stockholders; and
    a fair price provision.     
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties     27




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Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   
  PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High

LowFiscal 2008Quarter ended December 28, 2007

$
9.20


$
5.65Quarter ended March 28, 2008

$
6.10


$
2.40Quarter ended June 27, 2008

$
4.75


$
2.35Quarter ended October 3, 2008

$
4.40


$
2.08Fiscal 2009Quarter ended January 2, 2009

$
1.95


$
0.56Quarter ended April 3, 2009

$
1.63


$
0.71Quarter ended July 3, 2009

$
2.39


$
1.61Quarter ended October 2, 2009

$
3.06


$
1.96   Recent
    Share Prices and Holders
    Dividend
    Policy
    Use of
    Proceeds from Sale of Registered Securities
   28




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Oct. 2,


Oct. 3,


Sept. 28,


Sept. 29,


Sept. 30,2009


2008


2007


2006


2005(In thousands, except per share amounts)Statement of Operations DataNet revenues:Products

$
121,552


$
144,349


$
125,805


$
135,919


$
111,777Intellectual Property


5,000



16,350



2,000







Total net revenues


126,552



160,699



127,805



135,919



111,777Cost of goods sold (including impairments and other charges of
    $3,667 in fiscal 2009)


49,981



47,625



42,334



43,592



33,704Gross margin


76,571



113,074



85,471



92,327



78,073Operating expenses:Research and development


50,650



56,217



57,447



64,104



71,355Selling, general and administrative


41,582



46,984



43,385



46,970



41,871Amortization of intangible assets


















20,481Special charges(1)


6,896



211



4,724



2,550



5,999Total operating expenses


99,128



103,412



105,556



113,624



139,706Operating (loss)/income


(22,557
)


9,662



(20,085
)


(21,297
)


(61,633
)Interest expense


(1,803
)


(2,360
)


(2,240
)


(2,231
)


(1,788
)Other income, net


2,811



544



522



863



1,162(Loss)/income before income taxes


(21,549
)


7,846



(21,803
)


(22,665
)


(62,259
)Provision for income taxes


482



611



111



1,849



370Net (loss)/income

$
(22,031
)

$
7,235


$
(21,914
)

$
(24,514
)

$
(62,629
)(Loss)/income per share:(Loss)/income per share, basic

$
(0.91
)

$
0.31


$
(0.99
)

$
(1.16
)

$
(3.06
)(Loss)/income per share, diluted

$
(0.91
)

$
0.31


$
(0.99
)

$
(1.16
)

$
(3.06
)Shares used in computation of net (loss)/ income per share, in
    thousands:Basic


24,156



23,046



22,156



21,107



20,438Diluted


24,156



23,202



22,156



21,107



20,438   Oct. 2,

Oct. 3,

Sept. 28,

Sept. 29,

Sept. 30,2009

2008

2007

2006

2005(In thousands)Balance Sheet DataCash and cash equivalents

$
20,891


$
43,033


$
25,796


$
29,976


$
15,335Marketable securities














11,260



40,094Working capital


14,086



50,277



35,814



50,880



59,332Total assets


62,560



100,604



82,079



96,542



105,504Long-term debt


15,000



45,648



45,037



44,618



44,219Stockholders equity


17,265



27,958



14,246



23,476



33,826     (1)
    
    Special charges consist of asset impairments and restructuring
    charges. 29




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  carrier-class customer-premises signal-conditioning
    
    packet processing in high-speed multi-service access
    applications including advanced VoIP and triple-play (voice,
    data and video) service delivery;
    high-speed analog transmission and switching for next-generation
    optical networking, enterprise storage and broadcast video
    transmission applications with difficult switching, timing and
    synchronization requirements; and
    WAN communications over the public switched telephone network,
    which furnishes much of the Internets underlying
    long-distance infrastructure.    Trends
    and Factors Affecting Our Business
     30




---



##### Table of Contents



fiber-to-the-building
  broadcast-video
  and/or
   31




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
  stock-based
  Inventories
      Stock-Based Compensation Black-Scholes
  Revenue Recognition 985-605, 985-605,
 32




---



##### Table of Contents



Deferred Income Taxes and Uncertain Tax
    Positions and/or
 33




---



##### Table of Contents



Impairment of Long-Lived Assets
  Recent
    Accounting Pronouncements
    820-10, 820-10, 820-10 820-10, 820-10
   34




---



##### Table of Contents



820-10-65, ASC 820-10-65, 320-10-65, 320-10-65, 825-10-65, 825-10-65, 820-10-65 320-10-65 other-than-temporarily other-than-temporarily 825-10-65
  855-10, Form 10-K.
   35




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##### Table of Contents



2009-13, ASU 2009-13 2009-14, 2009-14. 2009-13 2009-13 2009-14
  Results
    of Operations
  Net
    Revenues
  Fiscal
    2009 Compared to Fiscal 2008; Fiscal 2008 Compared to Fiscal
    2007
    2009


Change


2008


Change


2007(Dollars in millions)Multiservice access DSP products

$
49.5



2
%

$
48.4



41
%

$
34.3High-performance analog products


39.1



(7
)%


41.9



12
%


37.5WAN communications products


33.0



(39
)%


54.0



0
%


54.0Intellectual property


5.0



(70
)%


16.4



720
%


2.0Net revenues

$
126.6



(21
)%

$
160.7



26
%

$
127.8   IP-based fiber-to-the-premise T/E
 36




---



##### Table of Contents



IP-based
  Gross
    Margin
  2009

Change

2008

Change

2007(Dollars in millions)Gross margin

$
76.6



(32
)%

$
113.1



32
%

$
85.5Percent of net revenues


61
%






70
%






67
%     write-down
     37




---



##### Table of Contents



Research
    and Development
  2009

Change

2008

Change

2007(Dollars in millions)Research and development expenses

$
50.7



(10
)%

$
56.2



(2
)%

$
57.4Percent of net revenues


40
%






35
%






45
%       Selling,
    General and Administrative
  2009

Change

2008

Change

2007(Dollars in millions)Selling, general and administrative expenses

$
41.6



(11
)%

$
47.0



8
%

$
43.4Percent of net revenues


33
%






29
%






34
%       Special
    Charges
    2009


2008


2007(Dollars in millions)Asset impairments

$
2.9


$



$
Restructuring charges


4.0



0.2



4.7Total special charges

$
6.9


$
0.2


$
4.7  38




---



##### Table of Contents



Asset
    Impairments
    Restructuring
    Charges
  Mindspeed Second Quarter Fiscal 2009 Restructuring
    Plan 
    Workforce


Facility andReductions


Other


TotalCharged to costs and expenses

$
1,047


$
87


$
1,134Cash payments


(969
)






(969
)Non-cash charges






(87
)


(87
)Restructuring balance, October 2, 2009

$
78


$



$
78     Mindspeed First Quarter Fiscal 2009 Restructuring
    Plan 
 39




---



##### Table of Contents



Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
2,405


$
368


$
2,773Cash payments


(2,115
)


(190
)


(2,305
)Non-cash charges


(3
)


(92
)


(95
)Restructuring balance, October 2, 2009

$
287


$
86


$
373     Mindspeed Restructuring Plans 
  Interest
    Expense
  2009

2008

2007(Dollars in millions)Interest expense

$
(1.8
)

$
(2.4
)

$
(2.2
)     Other
    Income, Net
  2009

2008

2007(Dollars in millions)Other income, net

$
2.8


$
0.5


$
0.5     Provision
    for Income Taxes
  2009

2008

2007(Dollars in millions)Provision for income taxes

$
0.5


$
0.6


$
0.1    40




---



##### Table of Contents



Liquidity
    and Capital Resources
    and/or
       41




---



##### Table of Contents



Revolving
    Credit Facility and Convertible Senior Notes
  Revolving
    Credit Facility
        3.75% Convertible
    Senior Notes due 2009
     42




---



##### Table of Contents



6.50% Convertible
    Senior Notes due 2013
       43




---



##### Table of Contents



Conexant
    Warrant
       44




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodContractual Obligations

Total


<1 Year


1-3 Years


3-5 Years


>5 Years(In millions)Long-term debt

$
25.5


$
10.5


$
15.0


$



$
Interest expense on long-term debt


4.2



1.2



3.0







Operating leases


8.6



5.6



1.9



1.1



Purchase obligations


7.5



4.9



2.6







Employee severance


0.8



0.8











Other


1.1



0.4



0.7







Total

$
47.7


$
23.4


$
23.2


$
1.1


$
             Off-Balance
    Sheet Arrangements
   45




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
      Foreign
    Exchange Risk
     46




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED
    BALANCE SHEETS
  October 2,


October 3,2009


2008(In thousands, except share amounts)ASSETSCurrent AssetsCash and cash equivalents

$
20,891


$
43,033Receivables, net of allowances for doubtful accounts of $144
    (2009) and $342 (2008)


7,662



14,398Inventories


10,902



16,187Deferred tax assets  current


1,574



144Prepaid expenses and other current assets


2,529



2,994Total current assets


43,558



76,756Property, plant and equipment, net


11,018



12,600Intangible assets, net






2,480Goodwill






2,429License agreements, net


6,505



3,347Other assets


1,479



2,992Total assets

$
62,560


$
100,604LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
6,338


$
11,265Accrued compensation and benefits


5,788



6,778Accrued income tax


525



412Deferred income on sales to distributors


2,604



4,869Deferred revenue


1,106



562Restructuring


448



8Convertible senior notes  short term


10,486



Other current liabilities


2,177



2,585Total current liabilities


29,472



26,479Convertible senior notes  long term


15,000



45,648Other liabilities


823



519Total liabilities


45,295



72,646Commitments and contingencies (Notes 7 and 8)






Stockholders EquityPreferred stock, $0.01 par value: 25,000 shares
    authorized; no shares issued or outstanding






Common stock, $0.01 par value, 100,000 shares
    authorized; 28,756 (2009) and 23,852 (2008) issued and
    outstanding shares


288



239Additional paid-in capital


280,919



269,487Accumulated deficit


(249,074
)


(227,043
)Accumulated other comprehensive loss


(14,868
)


(14,725
)Total stockholders equity


17,265



27,958Total liabilities and stockholders equity

$
62,560


$
100,604    47




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
  October 2,


October 3,


Sept. 28,2009


2008


2007(In thousands, except per share amounts)Net revenues:Products

$
121,552


$
144,349


$
125,805Intellectual Property


5,000



16,350



2,000Total net revenues


126,552



160,699



127,805Cost of goods sold (including impairments and other charges of
    $3,667 in fiscal 2009)


49,981



47,625



42,334Gross margin


76,571



113,074



85,471Operating expenses:Research and development


50,650



56,217



57,447Selling, general and administrative


41,582



46,984



43,385Special charges


6,896



211



4,724Total operating expenses


99,128



103,412



105,556Operating (loss)/gain


(22,557
)


9,662



(20,085
)Interest expense


(1,803
)


(2,360
)


(2,240
)Other income, net


2,811



544



522(Loss)/income before income taxes


(21,549
)


7,846



(21,803
)Provision for income taxes


482



611



111Net (loss)/income

$
(22,031
)

$
7,235


$
(21,914
)(Loss)/income per share:(Loss)/income per share, basic

$
(0.91
)

$
0.31


$
(0.99
)(Loss)/income per share, diluted

$
(0.91
)

$
0.31


$
(0.99
)Shares used in computation of net (loss)/income per share, in
    thousands:Basic


24,156



23,046



22,156Diluted


24,156



23,202



22,156    48




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  October 2,


October 3,


Sept. 28,2009


2008


2007(In thousands)Cash Flows From Operating ActivitiesNet (loss)/income

$
(22,031
)

$
7,235


$
(21,914
)Adjustments required to reconcile net (loss)/income to net cash
    (used in)/provided by operating activities:Depreciation and amortization


6,106



7,173



5,681Asset impairments


5,498







Restructuring charges


4,031



140



4,663Stock compensation


2,675



5,506



7,301Provision for bad debts


(11
)


(12
)


(131
)Inventory provisions


657



(900
)


1,790Gain on debt extinguishment


(2,880
)






Other noncash items, net


352



79



176Changes in assets and liabilities, net of effects of
    acquisitions:Receivables


6,903



(741
)


1,361Inventories


4,628



(264
)


2,554Accounts payable


(5,069
)


5,380



(5,096
)Deferred income on sales to distributors


(2,265
)


646



(177
)Restructuring


(3,391
)


(1,616
)


(4,846
)Accrued expenses and other current liabilities


(1,379
)


2,546



(1,209
)Other


791



1,523



(195
)Net cash (used in)/provided by operating activities


(5,385
)


26,695



(10,042
)Cash Flows From Investing ActivitiesCapital expenditures


(8,058
)


(7,514
)


(4,074
)Acquisition of assets, net of cash acquired






(1,172
)


(4,875
)Purchases of
    available-for-sale
    marketable securities










(15,682
)Sales of
    available-for-sale
    marketable securities










26,100Maturities of
    held-to-maturity
    marketable securities










863Net cash (used in)/provided by investing activities


(8,058
)


(8,686
)


2,332Cash Flows From Financing ActivitiesExtinguishment of convertible debt


(17,320
)






Proceeds from equity financing, net of offering costs of $791


8,947







Debt issuance costs


(256
)


(805
)


Proceeds from exercise of stock options and warrants






111



3,412Net cash (used in)/provided by financing activities


(8,629
)


(694
)


3,412Effect of foreign currency exchange rates on cash


(70
)


(78
)


118Net (decrease)/increase in cash and cash equivalents


(22,142
)


17,237



(4,180
)Cash and cash equivalents at beginning of period


43,033



25,796



29,976Cash and cash equivalents at end of period

$
20,891


$
43,033


$
25,796    49




---



##### Table of Contents



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





Other


TotalCommon Stock


Paid-in


Accumulated


Comprehensive


StockholdersShares


Amount


Capital


Deficit


Loss


Equity(In thousands)Balance at September 29, 2006


22,140


$
222


$
251,487


$
(212,566
)

$
(15,667
)

$
23,476Net loss














(21,914
)






(21,914
)Currency translation adjustments


















734



734Comprehensive loss






















(21,180
)Issuance of common stock


1,018



10



4,702











4,712Common stock repurchased and retired


(6
)






(63
)










(63
)Compensation expense related to employee stock plans










7,301











7,301Balance at September 28, 2007


23,152



232



263,427



(234,480
)


(14,933
)


14,246Cumulative effect of adopting FIN 48














202







202Balance at September 28, 2007


23,152



232



263,427



(234,278
)


(14,933
)


14,448Net income














7,235







7,235Currency translation adjustments


















208



208Comprehensive income






















7,443Issuance of common stock


700



7



558











565Common stock repurchased and retired










(4
)










(4
)Compensation expense related to employee stock plans










5,506











5,506Balance at October 3, 2008


23,852



239



269,487



(227,043
)


(14,725
)


27,958Net loss














(22,031
)






(22,031
)Currency translation adjustments


















(143
)


(143
)Comprehensive income






















(22,174
)Sale of common stock, net of offering costs


4,750



47



8,806











8,853Issuance of common stock


195



2



(1
)










1Common stock repurchased and retired


(41
)






(49
)










(49
)Compensation expense related to employee stock plans










2,676











2,676Balance at October 2, 2009


28,756


$
288


$
280,919


$
(249,074
)

$
(14,868
)

$
17,265    50




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    The
    Company    and/or
    2.
    Summary
    of Significant Accounting Policies  Basis of Presentation
 51




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Reverse Stock Split one-for-five
  Fiscal Periods
  Use of Estimates
  Revenue Recognition 985-605, 985-605,
       52




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Cash and Cash Equivalents
  Inventories
  Property, Plant and Equipment
 53




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
  Intangible Assets, net
  License Agreements
  Impairment of Long-Lived Assets
  Foreign Currency Translation and
    Remeasurement
  Research and Development 
  Product Warranties
  Stock-Based Compensation
 54




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Segments
  Fair Value Measurements 
  Other Income, net
  Income Taxes
    Per Share Information
   55




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Concentrations
    2009

2008

2007Customer A


16
%


11
%


16
%Customer B


14
%


16
%


15
%Customer C


13
%


6
%


5
%Customer D


12
%


5
%


5
%     2009

2008Customer A


19
%


9
%Customer B


10
%


8
%Customer E


10
%


9
%Customer F


5
%


11
%Customer G


0
%


20
%   Supplemental Cash Flow Information
  Comprehensive Income/(Loss)
  Recent Accounting Standards 820-10, 820-10,
 56




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  820-10 820-10 820-10
      820-10-65, 820-10-65, 320-10-65, 320-10-65, 825-10-65, 825-10-65, 820-10-65 320-10-65 other-than-temporarily other-than-temporarily 825-10-65
 57




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  855-10, Form 10-K.
    2009-13, 2009-13 2009-14, 2009-14. 2009-13 2009-13 2009-14
 58




---



##### Table of Contents



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


2008Work-in-process

$
4,124


$
8,620Finished goods


6,778



7,567$
10,902


$
16,187           Deferred
    Income on Shipments to Distributors
    October 2,


October 3,2009


2008Deferred revenue on shipments to distributors

$
2,984


$
5,387Deferred cost of inventory on shipments to distributors


(422
)


(576
)Reserves


42



58Deferred income on sales to distributors

$
2,604


$
4,869  59




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    2009


2008Machinery and equipment

$
73,825


$
73,229Leasehold improvements


3,840



3,70277,665



76,931Accumulated depreciation and amortization


(66,647
)


(64,331
)$
11,018


$
12,600   Intangible
    Assets and Goodwill
    4.
    Income
    Taxes    2009


2008


2007Current:Foreign

$
1,147


$
99


$
566State and local


22



10



10Total current


1,169



109



576Deferred:Foreign


(687
)


502



(465
)State and local










Total deferred


(687
)


502



(465
)$
482


$
611


$
111  60




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007U.S. federal statutory tax at 35%

$
(7,542
)

$
2,733


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


(827
)


739



(1,481
)Foreign income taxes in excess of U.S.


298



420



(293
)Research and development credits










(2,592
)Valuation allowance


8,773



(33,837
)


13,992Reversal of research and development credits, federal and state






29,041



Other


(220
)


1,515



(1,873
)Provision for income taxes

$
482


$
611


$
111     2009


2008


2007United States

$
(22,015
)

$
7,328


$
(22,926
)Foreign


466



518



1,123$
(21,549
)

$
7,846


$
(21,803
)     2009


2008Deferred tax assets:Inventories

$
10,267


$
12,118Deferred revenue


1,213



1,999Accrued compensation and benefits


1,275



1,292Product returns and allowances


516



745Net operating losses


241,489



232,890Stock options


3,932



Foreign deferred taxes


1,801



1,113Property, plant and equipment


510



Other


3,933



5,244Valuation allowance


(257,072
)


(248,299
)Total deferred tax assets


7,864



7,102Deferred tax liabilities:Property, plant and equipment






379Deferred state taxes


6,063



5,610Total deferred tax liabilities


6,063



5,989Net deferred tax assets

$
1,801


$
1,113    61




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                de-recognition,
   62




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        TotalBalance as of October 3, 2008

$
36,506Increases in tax positions for current year


526Balance at October 2, 2009

$
37,032       5.
    Fair
    Value Measurements      
    Level 1 uses unadjusted quoted prices that are available in
    active markets for identical assets or liabilities. The
    Companys Level 1 assets include investments in money
    market funds.
    Level 2 uses inputs other than quoted prices included in
    Level 1 that are either directly or indirectly observable
    through correlation with market data. These include quoted
    prices for similar assets or liabilities in active markets;
    quoted prices for identical or similar assets or liabilities in
    markets that are not active; and inputs to valuation models or
    other pricing methodologies that do not require significant
    judgment because the inputs used in the model, such as interest
    rates and volatility, can be corroborated by readily observable
    market data. The Companys Level 2 liabilities include
    convertible senior notes. 63




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Level 3 uses one or more significant inputs that are
    unobservable and supported by little or no market activity, and
    reflect the use of significant management judgment. Level 3
    assets and liabilities include those whose fair value
    measurements are determined using pricing models, discounted
    cash flow methodologies or similar valuation techniques and
    significant management judgment or estimation. The Company does
    not have any assets or liabilities that are valued using inputs
    identified under a Level 3 hierarchy.    Quoted Prices inActive Markets

Significant Other

Total Fair Valuefor Identical

Observable

as ofInstruments

Inputs

October 2,October 2, 2009

(Level 1)

(Level 2)

2009Assets:Cash equivalents

$
20,891






$
20,891Liabilities:Senior convertible debt





$
25,096


$
25,096   Quoted Prices inActive Markets

Significant Other

Total Fair Valuefor Identical

Observable

as ofInstruments

Inputs

October 3,October 3, 2008

(Level 1)

(Level 2)

2008Assets:Cash equivalents

$
43,033






$
43,033Liabilities:Senior convertible debt





$
41,161


$
41,161     October 2, 2009

October 3, 2008Carrying

Fair

Carrying

FairAmount

Value

Amount

ValueAssets:Cash equivalents

$
20,891


$
20,891


$
43,033


$
43,033Liabilities:Senior convertible debt

$
25,486


$
25,096


$
46,000


$
41,161   6.
    Revolving
    Credit Facility and Convertible Senior Notes  Revolving
    Credit Facility
   64




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.75% Convertible
    Senior Notes due 2009
       65




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Form S-3
      6.50% Convertible
    Senior Notes due 2013
         66




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        7.
    Commitments        Fiscal Year2010

$
5,5242011


1,1402012


7082013


7042014


361Thereafter


Total minimum future lease payments

$
8,437  67




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Contingencies      9.
    Guarantees    10.
    Capital
    Stock    5 100 5 100
 68




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 100
  Warrants
      11.
    Stock-Based
    Compensation     69




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009

2008

2007Weighted-average fair value of options granted

$
1.08


$
1.84


$
5.80Weighted-average assumptions:Expected volatility


87
%


64
%


74
%Dividend yield










Expected option life


2.8 years



3.2 years



3.3 yearsRisk-free interest rate


1.4
%


2.8
%


4.7
%       2009


2008Cost of goods sold

$
85


$
173Research and development


765



2,267Selling, general and administrative


1,825



3,066Total stock-based compensation expense

$
2,675


$
5,506   Stock
    Compensation Plans
     70




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Option Awards
   71




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##### Table of Contents



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

Average

AggregateNumber of

Average

Remaining

IntrinsicShares

Exercise Price

Contractual Term

ValueOutstanding at September 29, 2006


4,439


$
11.60



4.3 years


$
1.9 millionExercisable at September 29, 2006


3,734


$
11.30



3.9 years


$
1.4 millionGranted


491



10.85Exercised


(422
)


8.05






$
1.2 millionForfeited or expired


(526
)


13.25Outstanding at September 28, 2007


3,982


$
11.65



4.0 years


$
1.4 millionExercisable at September 28, 2007


3,308


$
11.55



3.3 years


$
1.3 millionGranted


495



4.20Exercised


(18
)


5.97






$
33,000Forfeited or expired


(931
)


12.15Outstanding at October 3, 2008


3,528


$
10.50



3.7 years


$
Exercisable at October 3, 2008


2,704


$
11.59



2.6 years


$
Granted


1,294



1.98Exercised













$
Forfeited or expired


(1,694
)


11.40Outstanding at October 2, 2009


3,128


$
6.48



4.9 years


$
Exercisable at October 2, 2009


1,461


$
10.84



2.8 years


$
       Outstanding

ExercisableAverage

Weighted-



Weighted-Remaining

Average



AverageNumber of

Contractual

Exercise

Number of

ExerciseRange of Exercise Prices

Shares

Life (Years)

Price

Shares

Price$0.75 - $4.85


1,849



3.0


$
2.59



245


$
4.135.02 -  9.75


356



2.1



8.32



340



8.3610.00 - 19.65


885



1.2



12.66



838



12.7220.07 - 27.82


16



1.3



21.99



16



21.9932.20 - 47.50


22



2.6



44.17



22



44.170.75 - 47.50


3,128



2.2



6.48



1,461



10.84   Restricted
    Stock Awards
   72




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##### Table of Contents



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

Grant DateShares

Fair ValueNonvested shares at September 29, 2006


735


$
12.70Granted


556



9.55Vested


(531
)


11.55Forfeited


(122
)


12.20Nonvested shares at September 28, 2007


638


$
10.85Granted


772



4.49Vested


(594
)


7.64Forfeited


(134
)


8.87Nonvested shares at October 3, 2008


682


$
6.69Granted


211



1.86Vested


(472
)


6.61Forfeited


(50
)


7.02Nonvested shares at October 2, 2009


371


$
4.50     12.
    Asset
    Acquisition     73




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total cash consideration

$
5,401Acquisition related transaction costs


667Less cash acquired


20Total preliminary purchase price

$
6,048       Inventories, net

$
359Accounts receivable


5Certain identified fixed assets


160Intangible assets


3,200Goodwill


2,324Total assets acquired

$
6,048     September 28,

Purchase Price

October 3,2007

Adjustments

2008Goodwill

$
2,324


$
105


$
2,429     EstimatedAverageEstimated


RemainingFair Value


Useful LifeBacklog

$
100



3 monthsDeveloped technology


3,100



5 yearsTotal intangible assets

$
3,200     13.
    Asset
    Impairments and Other Charges   74




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        14.
    Special
    Charges    2009


2008


2007($ in thousands)Asset impairments

$
2,865


$



$
Restructuring charges


4,031



211



4,724Total special charges

$
6,896


$
211


$
4,724   Asset
    Impairments
   75




---



##### Table of Contents



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


Facility andReductions


Other


TotalCharged to costs and expenses

$
1,047


$
87


$
1,134Cash payments


(969
)






(969
)Non-cash charges






(87
)


(87
)Restructuring balance, October 2, 2009

$
78


$



$
78     Mindspeed First Quarter Fiscal 2009 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
2,405


$
368


$
2,773Cash payments


(2,115
)


(190
)


(2,305
)Non-cash charges


(3
)


(92
)


(95
)Restructuring balance, October 2, 2009

$
287


$
86


$
373     Mindspeed Restructuring Plans 
 76




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Employee
    Benefit Plans    16.
    Related
    Party Transactions      17.
    Segment
    and Other Information    2009


2008


2007Multiservice access DSP products

$
49,452


$
48,402


$
34,340High-performance analog products


39,084



41,900



37,482WAN communications products


33,016



54,047



53,983Intellectual property


5,000



16,350



2,000$
126,552


$
160,699


$
127,805     2009


2008


2007United States

$
30,571


$
51,775


$
39,036Other Americas


6,531



6,317



7,197Total Americas


37,102



58,092



46,233Malaysia


6,949



7,097



8,841Taiwan


3,699



5,803



6,937China


52,266



49,574



35,343Japan


4,257



8,040



7,411Other Asia-Pacific


10,094



11,999



8,576Total Asia-Pacific


77,265



82,513



67,108Europe, Middle East and Africa


12,185



20,094



14,464$
126,552


$
160,699


$
127,805  77




---



##### Table of Contents



2009


2008United States

$
15,663


$
18,912Europe, Middle East and Africa


1,191



1,237Asia-Pacific


2,146



2,175$
19,000


$
22,324   18.
    Subsequent
    Events     78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
        Deloitte &
    Touche LLP
    79




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
    Managements
    Report on Internal Control over Financial Reporting
      Internal Control  Integrated Framework
   
  PART III
   
  Item 10.
    Directors,
    Executive Officers and Corporate Governance   80




---



##### Table of Contents



(www.mindspeed.com) Form 10-K.
 
  Item 11.
    Executive
    Compensation   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  Item 14.
    Principal
    Accounting Fees and Services   
  PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
      Supplemental Schedules
  Schedule II 
    Valuation and Qualifying Accounts
    Exhibits
  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 (SEC File
    No. 000-50499). 81




---



##### Table of Contents



3
.1

Restated Certificate of Incorporation of the Registrant, filed
    as Exhibit 4.1 to the Registrants Registration
    Statement on
    Form S-3
    (Registration Statement
    No. 333-106146),
    is incorporated herein by reference.3
.2

Certificate of Amendment to the Restated Certificate of
    Incorporation of the Registrant, filed as Exhibit 3.1 to
    the Registrants Current Report on
    Form 8-K
    filed on July 1, 2008, is incorporated herein by reference
    (SEC File
    No. 001-31650).3
.3

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

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

Specimen certificate for the Registrants Common Stock, par
    value $.01 per share, filed as Exhibit 4.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).4
.2

Rights Agreement dated as of June 26, 2003, by and between
    the Registrant and Mellon Investor Services LLC, as Rights
    Agent, filed as Exhibit 4.1 to the Registrants
    Current Report on
    Form 8-K
    filed on July 1, 2003, is incorporated herein by reference
    (SEC File
    No. 001-31650).4
.3

First Amendment to Rights Agreement, dated as of
    December 6, 2004, by and between the Registrant and Mellon
    Investor Services LLC, filed as Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed on December 8, 2004, is incorporated herein by
    reference (SEC File
    No. 001-31650).4
.4

Second Amendment to Rights Agreement, dated as of June 16,
    2008, by and between the Registrant and Mellon Investor Services
    LLC, filed as Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    filed on June 18, 2008, is incorporated herein by reference
    (SEC File
    No. 000-50499).4
.5

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

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

Registration Rights Agreement dated as of June 27, 2003, by
    and between the Registrant and Conexant Systems, Inc., filed as
    Exhibit 4.6 to the Registrants Registration Statement
    on
    Form S-3
    (Registration Statement
    No. 333-109523),
    is incorporated herein by reference.4
.8

Indenture, dated as of 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
    filed on December 8, 2004, is incorporated herein by
    reference (SEC File
    No. 001-31650).4
.9

Form of 3.75% Convertible Senior Notes due 2009, attached
    as Exhibit A to the Indenture (Exhibit 4.7 hereto), is
    incorporated herein by reference.4
.10

Indenture, dated as of August 1, 2008, between the
    Registrant and Wells Fargo Bank, N.A., filed as Exhibit 4.1
    to the Registrants Current Report on
    Form 8-K
    filed on August 4, 2008, is incorporated herein by
    reference (SEC File
    No. 001-31650).4
.11

Form of 6.50% Convertible Senior Notes due 2013, attached
    as Exhibit A to the Indenture (Exhibit 4.9 hereto), is
    incorporated herein by reference.10
.1

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

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

Amendment No. 1 to Employee Matters Agreement dated as of
    June 27, 2003, by and between Conexant Systems, Inc. and
    the Registrant, dated January 13, 2005, filed as
    Exhibit 10.3 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499). 82




---



##### Table of Contents



10
.4

Amendment No. 2 to Employee Matters Agreement dated as of
    June 27, 2003, by and between Conexant Systems, Inc. and
    the Registrant, dated July 1, 2005, filed as
    Exhibit 10.4 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499).10
.5

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

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

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 fiscal quarter ended April 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).10
.8

Form of Exchange Agreement, dated as of July 30, 2008, by
    and between the Company and the holders of the Registrants
    6.50% Convertible Senior Notes due 2013, filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on August 4, 2008, is incorporated herein by
    reference (SEC File
    No. 001-31650).*10
.9

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

Schedule identifying parties to and terms of agreements with the
    Registrant substantially identical to the form of Employment
    Agreement filed as Exhibit 10.9 hereto.*10
.11

Form of Employment Agreement of the Registrant, filed as
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 3, 2009 (SEC File
    No. 001-31650).*10
.12

Form of Indemnification Agreement entered into between the
    Registrant and the Chief Executive Officer, Chief Financial
    Officer and each of the directors of the Registrant, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.13

Mindspeed Technologies, Inc. 2003 Stock Option Plan, as amended
    and restated, filed as Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.14

Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, as
    amended and restated, filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 13, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).*10
.15

Form of Stock Option Award under the Mindspeed Technologies,
    Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.4
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.16

Stock Option Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.3 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 3, 2009, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.17

Form of Restricted Stock Award under the Mindspeed Technologies,
    Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.6
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.18

Restricted Stock Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2004, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.19

Form of Restricted Stock Unit Award under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.20 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.20

Restricted Stock Unit Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.21 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650). 83




---



##### Table of Contents



*10
.21

Mindspeed Technologies, Inc. Directors Stock Plan, as amended
    and restated.*10
.22

Form of Stock Option Award under the Mindspeed Technologies,
    Inc. Directors Stock Plan, filed as Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.23

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 fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.24

Form of Restricted Shares Award under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006, is
    incorporated herein by reference (SEC File
    No. 000-50499).*10
.25

Restricted Shares Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006, is
    incorporated herein by reference (SEC File
    No. 000-50499).*10
.26

Form of Restricted Stock Unit Award under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on April 11, 2008, is incorporated herein by
    reference (SEC File
    No. 000-50499).*10
.27

Restricted Stock Unit Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on April 11, 2008, is incorporated herein by
    reference (SEC File
    No. 000-50499).*10
.28

Mindspeed Technologies, Inc. Retirement Savings Plan, filed as
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.29

Mindspeed Technologies, Inc. Deferred Compensation Plan, as
    amended and restated, filed as Exhibit 10.30 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.30

Confidential Severance and General Release Agreement, effective
    as of October 10, 2008, by and between Thomas Stites and
    the Registrant, filed as Exhibit 10.32 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.31

Summary of Director Compensation Arrangements, filed as
    Exhibit 10.33 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    by reference (SEC File
    No. 001-31650).*10
.32

Non-Qualified Stock Option Award Agreement, dated July 25,
    2008 by and between the Registrant and Bret W. Johnsen, filed as
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.33

Summary of Cash Bonus Arrangement, filed as Exhibit 10.11
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.34

Letter Agreement, dated as of November 23, 2007, entered
    into between the Registrant and the Chief Executive Officer of
    the Registrant, filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on November 29, 2007, is incorporated herein by
    reference (SEC File
    No. 000-50499).*10
.35

Letter Agreement, dated as of December 11, 2008, entered
    into between the Registrant and the Chief Executive Officer of
    the Registrant, filed as Exhibit 10.37 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.36

Letter Agreement, dated as of November 23, 2007, entered
    into between the Registrant and Simon Biddiscombe, filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on November 29, 2007, is incorporated herein by
    reference (SEC File
    No. 000-50499).*10
.37

Amendment to Letter Agreement, dated as of April 15, 2008,
    entered into between the Registrant and Simon Biddiscombe, filed
    as Exhibit 10.2 to the Registrants Quarterly Report
    on
    Form 10-Q
    for the fiscal quarter ended March 28, 2008, is
    incorporated herein by reference (SEC File
    No. 000-50499). 84




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##### Table of Contents



*+10
.38

Confidential Severance and General Release Agreement, effective
    as of April 3, 2009, by and between the Registrant and
    Preetinder S. Virk, filed as Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 3, 2009, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.39

Confidential Severance and General Release Agreement, effective
    as of August 21, 2009, by and between the Registrant and
    Thomas O. Morton.10
.40

Loan and Security Agreement, dated as of September 30,
    2008, by and between the Registrant and Silicon Valley Bank,
    filed as Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    filed on October 6, 2008, is incorporated herein by
    reference (SEC File
    No. 001-31650).10
.41

Amendment No. 1 to Loan and Security Agreement, dated
    March 2, 2009, by and between the Registrant and Silicon
    Valley Bank, filed as Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on March 18, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).12
.1

Statement re: Computation of Ratios.21


List of subsidiaries of the Registrant.23


Consent of independent registered public accounting firm.24


Power of attorney, authorizing certain persons to sign this
    Annual Report on
    Form 10-K
    on behalf of certain directors and officers of the Registrant.31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Chief Executive Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan or arrangement.+
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a grant of confidential treatment. Omitted portions
    have been filed separately with the SEC.  Exhibits
    Financial Statement Schedules
   85




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##### Table of Contents



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

Title/s/  Raouf
    Y. HalimRaouf
    Y. Halim

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

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

Chairman of the Board of Directors/s/  Michael
    T. Hayashi*Michael
    T. Hayashi*

Director/s/  Ming
    Louie*Ming
    Louie

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

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

Director*By:

/s/  Raouf
    Y. HalimRaouf
    Y. Halim,
    Attorney-in-Fact**     **
    
    By authority of the power of attorney filed as Exhibit 24
    hereto. 86




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##### Table of Contents



SCHEDULE II
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at

Charged to



Balance atBeginning of

Costs and



End ofDescription

Year

Expenses

Deductions(1)

Year(In thousands)Year ended October 2, 2009:Allowance for doubtful accounts

$
342


$
(11
)

$
(187
)

$
144Reserve for sales returns and allowances


1,555



417



(804
)


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

$
353


$
(11
)

$



$
342Reserve for sales returns and allowances


1,589



460



(494
)


1,555Year ended September 28, 2007:Allowance for doubtful accounts

$
447


$
(94
)

$



$
353Reserve for sales returns and allowances


1,165



780



(356
)


1,589     (1)
    
    Deductions in the allowance for doubtful accounts reflect
    amounts written off. 87




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##### Table of Contents



EXHIBIT INDEX
  10
.10

Schedule identifying parties to and terms of agreements with the
    Registrant substantially identical to the form of Employment
    Agreement filed as Exhibit 10.9 hereto.10
.21

Mindspeed Technologies, Inc. Directors Stock Plan, as amended
    and restated.10
.39

Confidential Severance and General Release Agreement, effective
    as of August 21, 2009, by and between the Registrant and
    Thomas O. Morton.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.  88