Conexant Begins Operations as Independent Company Following Spin-Off From Rockwell.

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Jan. 4, 1999--

Shares of $1.2 Billion Company's Stock Begin Regular Trading on

NASDAQ National Market System

Conexant Systems Inc. (Nasdaq:CNXT) has started operations as the largest independent company focused exclusively on providing semiconductor products for communications electronics.

The company's stock, which has been trading on a "when issued" basis since Dec. 9, began regular trading this morning on the NASDAQ National Market System.

Conexant was created from Rockwell International Corp.'s spin-off of its $1.2 billion Rockwell Semiconductor Systems business to Rockwell shareowners. Rockwell announced the transaction last June and completed it at the close of business last Thursday with the distribution of one share of Conexant stock for every two shares of Rockwell stock.

The new company is headed by Dwight W. Decker, who was previously president of Rockwell Semiconductor Systems and is now chairman and chief executive officer of Conexant. Conexant adopted its new name in November to more clearly communicate the company's focus on next-generation connectivity solutions.

"We're very pleased with the warm reception that Conexant has gotten from our customers, partners and investors," Decker said. "We've done a considerable amount of work preparing for our spin-off, and are well positioned to operate as an independent entity that combines a 30-year heritage of market leadership with the fresh outlook of a brand new company."

The world's leading supplier of semiconductor products for analog modems and facsimile machines, Conexant has rapidly diversified its business into a number of adjacent wireless and wireline markets that leverage core technologies for the mixing and processing of complex analog and digital communications signals. The company has built leadership positions in a variety of complementary market segments, and offers a broad range of products for applications in personal computing, digital infotainment, personal imaging, wireless communications and network access.

During the past six months, Conexant has taken a number of steps to prepare for the spin-off. The company has reorganized its management team, added key new senior executives, elected the initial members of its new board of directors, and initiated a $200 million cost-reduction program aimed at improving its competitiveness as an independent operation.

Conexant's management team now includes:

-- Moiz Beguwala, who was recently appointed senior vice president and general manager for the Wireless Communications Division. He previously served in the same role for Conexant's Personal Computing Division.

-- F. Matthew Rhodes, who was recently promoted to senior vice president and general manager of the Personal Computing Division, after serving in a variety of marketing and management positions since joining the company in 1996.

-- Anthony C. D'Augustine, who is senior vice president and general manager for the Digital Infotainment Division, a position he has held since 1996.

-- Kevin V. Strong, who was recently promoted to senior vice president and general manager of the Personal Imaging Division, after serving in a variety of marketing and management positions since joining the company in 1984.

-- Raouf Y. Halim, who is senior vice president and general manager for the Network Access Division, a position he has held since 1996.

Conexant has created and filled three new senior management posts in preparation for operating as an independent, publicly traded company. In October, Conexant appointed Balakrishnan ("Bala") S. Iyer to the new position of senior vice president and chief financial officer, reporting to Decker. Previously, Iyer was senior vice president and chief financial officer for VLSI Technology Inc.

The company also has appointed Dennis E. O'Reilly to the new position of senior vice president and general counsel, also reporting to Decker. O'Reilly was previously director of business development for the Mobile and Handheld Products Group at Intel Corp.

Thomas A. Stites joins Conexant this month as the new senior vice president of communications, responsible for overall communications strategy. Stites was the former vice president of communications for Advanced Micro Devices.

Conexant begins operations with nearly 6,300 employees, including approximately 2,100 located at its Newport Beach headquarters. The company has design, engineering, manufacturing, marketing, sales and service facilities in North America, Europe, Japan and Asia Pacific.

Conexant Systems is the $1.2 billion company that was created when Rockwell International Corp. spun off its semiconductor systems business to shareowners in December 1998. Conexant is the world's largest independent company focused exclusively on providing semiconductor products for communications electronics.

With more than 30 years of experience in developing analog modem technology, the company leverages its expertise in mixed-signal processing and communications technology to deliver integrated systems and semiconductor products for a broad range of communications applications. These products facilitate communications worldwide through wireline voice and data communications networks, cordless and cellular wireless telephony systems, and emerging cable and wireless broadband communications networks. The company aligns its business into five product platforms: Personal Computing, Personal Imaging, Wireless Communications, Digital Infotainment, and Network Access.