Conexant to Complete Mindspeed Spin-Off Ahead of Schedule.

Business Editors/High-Tech Writers

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--May 13, 2003

Culmination of Focused Business Creation Strategy Will Create Two

Independent Communications Semiconductor Companies on June 27;

Distribution Ratio to be 1 for 3

Conexant Systems, Inc. (Nasdaq:CNXT), a worldwide leader in semiconductor system solutions for communications applications, today announced that it plans to complete the tax-free spin-off to shareholders of Mindspeed Technologies(TM), its Internet infrastructure business, ahead of schedule on June 27.

Previously, the company had said only that it would complete the spin-off, which has been approved in principle by the company's board of directors, sometime this summer. The spin-off will create two separate, independent, publicly traded communications semiconductor companies and complete the company's focused business creation strategy. In the spin-off, Conexant shareowners will receive one share of Mindspeed for every three shares of Conexant common stock held as of a record date to be determined.

"The separation of Mindspeed and Conexant ahead of schedule on June 27 marks the final step in our focused business creation strategy," said Dwight W. Decker, Conexant chairman and chief executive officer. "At that point, we will have created five separate companies over the past 18 months, three of which will shortly be publicly traded. Each company in the Conexant portfolio will focus its energy and resources exclusively on the requirements of the market it addresses. We are convinced that this singular focus will produce a level of success that will provide shareowners, employees and customers with the greatest value over time."

Completion of the spin-off is subject to satisfaction of certain conditions, including effectiveness of Mindspeed's Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 26, 2003. Mindspeed plans to file an amendment to the Form 10 later today.

"We have made substantial progress toward completing the final steps of our spin-off from Conexant," said Raouf Halim, chief executive officer of Mindspeed. "The Mindspeed team is looking forward to becoming a solidly capitalized, independent public company focused on delivering silicon and software solutions to our customers in the telecommunication carrier and enterprise networking infrastructure equipment markets."

At the time of the spin-off, Mindspeed will receive $100 million in cash from Conexant, with an additional $50 million in cash available in contingent financing. Application has been made to list Mindspeed's shares on the American Stock Exchange under the ticker symbol MND. Conexant's shares will continue to trade on the Nasdaq exchange under the ticker symbol CNXT.

Mindspeed designs, develops and sells semiconductor networking solutions for communications applications in enterprise, access, metropolitan and wide area networks. Mindspeed's three key product families include multiservice access solutions designed to support voice and data services across wireline and wireless networks, T/E carrier physical- and link-layer solutions, and ATM/MPLS network processors, complemented by a family of high performance analog transmission devices and switching solutions.

When the separation is complete, the continuing Conexant will consist of the Broadband Communications segment, which develops and delivers integrated solutions that enable digital entertainment and information networks for the home and small office. Key products include DSL and cable modem solutions, home network processors, broadcast video encoders and decoders, digital set-top box components and systems solutions, and the foundation dial-up modem business.

The successful execution of Conexant's focused business creation strategy will be completed upon the separation of Mindspeed and Conexant. In March 2002, Conexant joined forces with The Carlyle Group to form Jazz Semiconductor, a privately held high performance radio frequency and mixed signal silicon wafer foundry.

In June 2002, Conexant combined its wireless communications business with Alpha Industries to form Skyworks Solutions, Inc. (Nasdaq:SWKS), the leading wireless semiconductor company focused on radio frequency and complete semiconductor system solutions for mobile communications applications, and in July 2002, Conexant combined its digital imaging business with Zing Network to form Pictos Technologies, a privately held, leading supplier of semiconductor and software solutions for digital imaging applications.

About Conexant

Conexant Systems, Inc., a worldwide leader in semiconductor system solutions for communications applications, leverages its expertise in mixed-signal processing to deliver integrated systems and semiconductor products through two separate businesses.

The Broadband Communications business develops and delivers integrated semiconductor solutions that enable digital entertainment and information networks for the home and small office. Its product portfolio includes the building blocks required for bridging cable, satellite, and terrestrial data and digital video networks.

Mindspeed Technologies(TM), the company's Internet infrastructure business, designs, develops and sells semiconductor networking solutions for communications applications in enterprise, access, metropolitan and wide area networks. Conexant is headquartered in Newport Beach, Calif. To learn more, visit us at www.conexant.com or www.mindspeed.com.

Safe Harbor Statement

This news release contains statements relating to future results of Conexant (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to: the cyclical nature of the semiconductor industry and the markets addressed by the company's and its customers' products; demand for and market acceptance of new and existing products; successful development of new products; the timing of new product introductions; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; product obsolescence; the ability to develop and implement new technologies and to obtain protection for the related intellectual property; the successful implementation of the company's expense reduction and restructuring initiatives; the successful separation of the company's Broadband Communications and Mindspeed Technologies(TM) businesses; the ability to attract and retain qualified personnel; and the uncertainties of litigation, as well as other risks and uncertainties, including those detailed from time to time in the company's Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Note to Editors: Conexant and Mindspeed are trademarks of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners.