Conexant Launches Next Step in Its Strategic Evolution Toward Three Independent Leadership Companies

New Publicly Traded Companies Will Focus On Mobile Communications, Broadband Access and Internet Infrastructure Markets

NEWPORT BEACH, Calif. Conexant Systems, Inc., a worldwide leader in semiconductor system solutions for communications applications, today announced that it has taken the next step in its strategic evolution toward the creation of three independent, publicly traded companies focused on growth opportunities in the mobile communications, broadband access and Internet infrastructure markets.

Conexant began life as a publicly traded company three years ago, said Dwight W. Decker, Conexant chairman and chief executive officer. At that time, we were a broad-based supplier of semiconductor solutions for all important communications applications. As an independent public company, we recognized the value of focus, and we organized our efforts and investments around successful execution in three distinct growth markets -- mobile communications, broadband access and Internet infrastructure. In September 2000, we took the first step to structure our business in alignment with this market-focused strategy by announcing our plan to separate our Internet infrastructure business in order to sharpen its unique customer focus, enhance its competitive position, and realize its full growth potential.

Today we launch the next step in our strategy by announcing the separation of our mobile communications and broadband access businesses, Decker continued. We are convinced that these three planned pure-play semiconductor companies, focused on delivering integrated solutions for mobile communications, broadband access and Internet infrastructure applications, will address the highest growth opportunities and provide Conexant shareowners, employees and customers with the greatest value over time.

In a separate announcement today, Conexant provided details on a definitive agreement under which it will merge its wireless business with Alpha Industries, Inc. to create the pure-play world leader in radio frequency (RF) and complete semiconductor system solutions for mobile communications applications. When this mobile communications transaction is complete, which is expected in the second calendar quarter of 2002, the new Conexant will consist of a broadband access business and an Internet infrastructure business.

Conexant intends to separate its Internet infrastructure business, Mindspeed Technologies™, into an independent, publicly traded company as soon as business and market conditions permit. When this second transaction is complete, the new Conexant will focus its efforts exclusively on broadband access applications. At that time, continuing Conexant shareowners will hold ownership positions in three independent, publicly traded companies.

Broadband Access

Conexant s broadband access business has developed a comprehensive suite of technologies that enable digital entertainment and information networks for the home and small office. Building on its leading market-share positions in both the traditional analog dial-up communications and analog broadcast video segments, the company has established one of the industry s strongest product and technology portfolios for key emerging digital broadband access and media processing markets. This portfolio includes high-speed cable and DSL modems, satellite and fixed-wireless broadband access solutions, key system and software expertise for both media and protocol gateway processing, and home and small office networking utilizing Ethernet, HomePNA, powerline and wireless LAN technologies.

Together, these products and technologies are used to connect personal access products such as set-top boxes, residential gateways, PCs, and game consoles to voice, video and data processing services over broadband connections.

Conexant has built one of the industry s strongest portfolios both for today s broadband access applications and for emerging broadband media gateways that are expected to redefine home and small-office communications, Decker said. ``Our voice, video and data technologies are bringing the broadband digital world to the home and small office. As a company focused exclusively on broadband access, Conexant will be ideally positioned to continue its drive toward integrated, leadership solutions in these high-growth markets.

Broadband access customers include the leading manufacturers of broadband communications devices, personal computers, interactive set-top boxes and Internet gaming consoles, such as Dell, Echostar, Gateway, Hewlett-Packard, Microsoft, Motorola, NEC, Pace, Samsung, Sony, and Thomson Multimedia.

Mindspeed Technologies

Mindspeed delivers a complete portfolio of semiconductor networking solutions for systems that aggregate, transmit and switch data, video and voice from the edge of the Internet to metropolitan-area and long-haul networks. The company s Internet-edge products consist of multi-service gateway and DSL solutions that are employed in a broad range of network platforms including remote access concentrators, voice gateways, digital loop carriers, DSL access multiplexers and integrated access devices.

For metropolitan-area and long-haul networks, the company s offerings include T/E carrier, ATM and SONET/SDH transceivers, switch fabrics, network processors, and software solutions. These products deliver core communications functionality in high-speed routers, ATM switches, optical switches, add-drop multiplexers, digital cross-connect systems, and dense wave division multiplexers.

Mindspeed customers include tier-one manufacturers and emerging market leaders in Internet infrastructure equipment such as Alcatel, Ciena, Cisco, Ericsson, Fujitsu, Huawei, Juniper, Lucent, Nortel, Siemens and Tellium.

Over the past several years, we have assembled the industry s most comprehensive portfolio of complete solutions for Internet infrastructure applications, said Raouf Halim, chief executive officer of Mindspeed. ``Leading networking equipment suppliers worldwide now rely on Mindspeed s portfolio to deliver advanced high-speed data, voice and video applications to enterprise and network service-provider customers.

Note to Editors, Analysts and Investors

Alpha and Conexant will be holding a conference call to discuss the merger agreement. The call will take place on Monday, Dec. 17, 2001 at 6:00 a.m. PST, 9 a.m. EST. To listen to the conference call via telephone, please call 800-680-9685 (domestic) or 334-323-7242 (international), security code: USA. To listen via the Internet, please visit www.alphaind.com, www.conexant.com, or www.ccbn.com. Playback of the conference call will begin at 9:00 a.m. PST on Monday, Dec. 17, and end at 5:00 p.m. PST on Friday, Dec. 21. The replay will be available on Alpha s web site at www.alphaind.com, or at Conexant s web site at www.conexant.com, or by calling 800-858-5309 (domestic) or 334-323-9869 (international), access code: 40313, pass code 16809.

About Conexant

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

Conexant s personal networking business is focused on wireless communications, digital infotainment and personal computing products that are used in mobile communications and the broadband digital home. Mindspeed Technologies designs, develops and sells a complete portfolio of semiconductor networking solutions that facilitate the aggregation, transmission and switching of data, video and voice from the edge of the Internet to linked metropolitan area networks and long-haul networks.

Conexant, headquartered in Newport Beach, Calif., delivered revenues of $1.1 billion for fiscal 2001, and has approximately 6,900 employees worldwide. The company is a member of the S&P 500 and Nasdaq-100 indices. To learn more, visit us at www.conexant.com or www.mindspeed.com.

Safe Harbor Statement

This press 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: maintaining a consistent and reliable source of energy; global economic and market conditions, such as 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 and extent of utilization of manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection for the related intellectual property; the successful planned disposition of certain assets; the successful separation of the Company s Internet infrastructure and personal networking businesses; the successful merger of the Company s wireless business with Alpha Industries, Inc.; the ability to attract and retain qualified personnel; labor relations of the company, its customers and suppliers; and the uncertainties of litigation, as well as other risks and uncertainties, including but not limited to the security and safety risks of our employees and of Company facilities and those risks and uncertainties 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.

Contact:
Conexant Systems, Inc., Newport Beach
Gwen Carlson, 949/483-7363
Thomas Schiller, 949/483-2698 (Investor Relations)