<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________ .
Commission file number: 000-24923
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
(Full title of the plan)
CONEXANT SYSTEMS, INC.
(Name of issuer of the securities held pursuant to the plan)
4311 JAMBOREE ROAD
NEWPORT BEACH, CA 92660
(Address of principal executive office)
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<PAGE> 2
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
Index
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of net assets available for benefits
as of September 30, 1999 4
Statement of changes in net assets available for benefits for the
period from January 1, 1999 (date of inception) to September 30, 1999 5
Notes to financial statements for the period from January 1, 1999
(date of inception) to September 30, 1999 6
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of assets held for investment purposes
as of September 30, 1999 11
Line 27d - Schedule of reportable series of transactions for the period
from January 1, 1999 (date of inception) to September 30, 1999 12
(Schedules, other than those listed above, are omitted because of the absence
of conditions under which they are required.)
Signature 13
Exhibits
23 Independent Auditors' Consent 14
</TABLE>
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Conexant Systems, Inc.
Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Conexant Systems, Inc. Retirement Savings Plan (the Plan) as of September
30, 1999, and the related statement of changes in net assets available for
benefits for the period from January 1, 1999 (date of inception) to September
30, 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
September 30, 1999, and the changes in net assets available for benefits for the
period from January 1, 1999 (date of inception) to September 30, 1999 in
conformity with accounting principles generally accepted in the United States of
America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules: (1) Line 27a
- - Schedule of assets held for investment purposes as of September 30, 1999, and
(2) Line 27d - Schedule of reportable series of transactions for the period
from January 1, 1999 (date of inception) to September 30, 1999, are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
information, by fund, in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits is presented for
the purpose of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of the
individual funds. The supplemental schedules and supplemental information by
fund are the responsibility of the Plan's management. Such supplemental
schedules and supplemental information, by fund, have been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 27, 2000
3
<PAGE> 4
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments at fair value (Note 3):
Shares of mutual funds $ 12,703,879
Conexant common stock fund 21,969,261
Participant loans receivable 254,040
------------
Total assets 34,927,180
LIABILITIES:
Excess contributions payable to participants 573
------------
NET ASSETS AVAILABLE FOR BENEFITS $ 34,926,607
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY
CONEXANT EQUITY- EMERGING DIVERSIFIED DIVIDEND SMALL-CAP MID-CAP
STOCK FUND INCOME MARKETS INTERNATIONAL GROWTH STOCK STOCK
----------- ---------- ---------- ------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, January 1, 1999 $ -- $ -- $ -- $ -- $ -- $ -- $ --
Participants contributions and
rollovers 3,441,981 1,264,911 254,505 600,306 3,697,536 422,419 817,341
Employer contributions 7,124,876 -- -- -- -- -- --
Net appreciation (depreciation) in
fair value of investments 10,730,690 (42,943) 26,138 50,631 (343,723) 13,733 (10,633)
Interest income 685 13,796 11 72 230,959 1,267 34,096
Participant loan repayments 3,813 201 45 252 685 144 265
Benefits paid to participants (262,385) (6,990) (2,948) (11,211) (31,662) (6,286) (7,831)
Participant loan withdrawals (106,297) (9,429) (1,138) (4,743) (21,044) (4,513) (7,086)
Excess contributions payable to
participants -- -- -- -- -- -- --
Administrative and other expenses (18,136) (7,776) (1,655) (1,987) (7,475) (627) (439)
Transfers between funds 1,048,877 37,341 (19,446) (19,333) (310,116) (32,091) (46,172)
Transfer of Conexant employees
assets from Wells Fargo to
Fidelity 5,157 -- -- -- -- -- --
----------- ---------- ---------- -------- ---------- -------- --------
Net increase (decrease) 21,969,261 1,249,111 255,512 613,987 3,215,160 394,046 779,541
----------- ---------- ---------- -------- ---------- -------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, September 30, 1999 $21,969,261 $1,249,111 $ 255,512 $613,987 $3,215,160 $394,046 $779,541
=========== ========== ========== ======== ========== ======== ========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------------------
FIDELITY
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY MANAGED SPARTAN
FREEDOM FREEDOM FREEDOM FREEDOM FREEDOM INCOME U.S. EQUITY
INCOME 2000 2010 2020 2030 PORTFOLIO INDEX
-------- -------- -------- -------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, January 1, 1999 $ -- $ -- $ -- $ -- $ -- $ -- $ --
Participants contributions and
rollovers 90,351 115,266 600,859 883,039 652,790 722,379 2,947,103
Employer contributions -- -- -- -- -- 1 --
Net appreciation (depreciation) in
fair value of investments (687) 228 5,507 8,094 10,475 -- (32,766)
Interest income 1,301 1,197 7,909 13,946 8,499 18,881 20,584
Participant loan repayments 12 149 56 363 133 4,128 1,847
Benefits paid to participants (2,405) (309) (6,126) (1,386) (5,588) (5,225) (40,470)
Participant loan withdrawals (945) (1,123) (2,350) (16,349) (14,283) (42,777) (32,528)
Excess contributions payable to
participants -- -- -- -- -- -- --
Administrative and other expenses (53) (159) (956) (1,143) (916) (1,067) (1,680)
Transfers between funds (26,134) (6,664) (116) (73,897) (22,562) (101,310) (220,733)
Transfer of Conexant employees
assets from Wells Fargo to
Fidelity -- -- -- -- -- 70,690 --
-------- -------- -------- -------- -------- --------- ----------
Net increase (decrease) 61,440 108,585 604,783 812,667 628,548 665,700 2,641,357
-------- -------- -------- -------- -------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, September 30, 1999 $ 61,440 $108,585 $604,783 $812,667 $628,548 $ 665,700 $2,641,357
======== ======== ======== ======== ======== ========= ==========
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------
EXCESS
PARTICIPANT CONTRIBUTIONS
FIDELITY U.S. LOANS PAYABLE TO
BOND INDEX RECEIVABLE PARTICIPANTS TOTAL
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, January 1, 1999 $ -- $ -- $ -- $ --
Participants contributions and
rollovers 892,598 -- -- 17,403,384
Employer contributions -- -- -- 7,124,877
Net appreciation (depreciation) in
fair value of investments (20,351) -- -- 10,394,393
Interest income 19,304 -- -- 372,507
Participant loan repayments 62 (12,155) -- --
Benefits paid to participants (8,771) -- -- (399,593)
Participant loan withdrawals (1,590) 266,195 -- --
Excess contributions payable to
participants -- -- (573) (573)
Administrative and other expenses (166) -- -- (44,235)
Transfers between funds (207,644) -- -- --
Transfer of Conexant employees
assets from Wells Fargo to
Fidelity -- -- -- 75,847
----------- ----------- ----- -----------
Net increase (decrease) 673,442 254,040 (573) 34,926,607
----------- ----------- ----- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, September 30, 1999 $ 673,442 $ 254,040 $(573) $34,926,607
=========== =========== ===== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General - Effective January 1, 1999, Conexant Systems, Inc. (the Company
or Plan Sponsor) adopted the Conexant Systems, Inc. Retirement Savings
Plan (the Plan). The Plan is a defined-contribution plan designed to
qualify under Internal Revenue Code (the Code) Section 401(a). The Plan
covers substantially all non-union employees of the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). At September 30, 1999, the Plan had 2,762 participants.
Contributions - During the period ended September 30, 1999, participants
could elect to contribute up to 15% of pretax or post-tax annual
compensation, as defined in the Plan, subject to the annual maximum
pre-tax dollar limit established by the IRS. The Company matched 100% of
employee contributions up to the first 6% of employee compensation
contributed to the Plan; Company contributions are directed to the
Conexant Stock Fund. The amount allocated in each calendar year to any
participant cannot exceed the lesser of $30,000 or 25% of the
participant's total compensation. For purposes of this limitation,
amounts allocated shall comprise Company matching contributions and the
participant's pretax and post-tax contributions.
Effective October 1999, the Plan was amended to provide for employees to
contribute from 1% to 17% of base compensation through payroll
deductions on a pretax, post-tax, or combination basis, up to the
annual maximum pre-tax dollar limit established by the IRS. The Company
will match 100% up to the first 4% of employee compensation contributed.
The Company may also make an additional variable match of between 0% and
100% on the first 4% an employee contributes, depending on the Company's
overall financial performance. The Company match will be directed into
the Conexant Stock Fund and begins immediately upon enrollment.
Participant Accounts - Each participant's account is credited with the
participant's contributions, the Company's matching contributions, and
an allocation of Plan earnings (losses), and charged with an allocation
of administrative expenses.
Investment Options - Upon enrollment in the Plan, a participant may
direct employee contributions, as follows:
For the period from January 1, 1999 through September 30, 1999,
Fidelity offered investment options in the following funds
(percentages are approximate):
Conexant Stock Fund - Conexant Systems, Inc. common
stock, cash, and the proceeds and income on such cash
and common stock.
Fidelity Equity-Income Fund - Primary investment focus
on income-producing stocks, such as common and preferred
stocks, with some limited focus on bonds producing
income (in general, would avoid securities without
proven earnings or credit).
Fidelity Emerging Markets Fund - Primary investment
focus is stock of companies in emerging markets, with
emphasis on countries with relatively low GNPs compared
to the world's major economies, but with potential for
rapid growth.
6
<PAGE> 7
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999 (CONTINUED)
- --------------------------------------------------------------------------------
Fidelity Diversified International Fund - Primary focus
is stocks of larger companies which are located outside
the United States and which are viewed as being
undervalued.
Fidelity Dividend Growth Fund - Stocks of companies that
have potential to increase the amount of their dividends
or to begin paying them if none are being paid now.
Fidelity Small-Cap Stock Fund - Normally invests at
least 65% of its assets in companies with
capitalizations similar to those in the Russell 2000
Index.
Fidelity Mid-Cap Stock Fund - Primary focus in stocks of
mid-size companies with capitalizations within the range
of the Standard & Poors MidCap 400 (approximate
capitalization of $110 million to $5 billion).
Fidelity Freedom Income Fund - 20% in Fidelity stock
mutual funds, 40% in Fidelity bond mutual funds, and 40%
in Fidelity money market mutual funds.
Fidelity Freedom 2000 Fund - 41% in Fidelity stock
mutual funds, 44% in Fidelity bond mutual funds, and 15%
in Fidelity money market mutual funds. Percentage mix
will gradually become more conservative over time.
Fidelity Freedom 2010 Fund - 65% in Fidelity stock
mutual funds, 33% in Fidelity bond mutual funds, and 2%
in Fidelity money market mutual funds. Percentage mix
will gradually become more conservative over time.
Fidelity Freedom 2020 Fund - 80% in Fidelity stock
mutual funds and 20% in Fidelity bond mutual funds.
Percentage mix will gradually become more conservative
over time.
Fidelity Freedom 2030 Fund - 84% in Fidelity stock
mutual funds, and 16% in Fidelity bond mutual funds.
Percentage mix will gradually become more conservative
over time.
Fidelity Managed Income Portfolio (Stable Value Fund) -
Primarily invests in investment contracts providing a
stated rate of interest which is offered by major
insurance companies, with some investment in certain
types of fixed income securities to provide daily
liquidity.
Spartan U.S. Equity Index Fund - Primary investment
focus on the 500 domestic companies that make up the S&P
500 and in other securities that are based on the value
of that Index.
7
<PAGE> 8
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD FROM
JANUARY 1, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30,
1999 (CONTINUED)
- --------------------------------------------------------------------------------
Fidelity U.S. Bond Index Fund - Investment-grade (medium
to high quality) or above with maturities of at least
one year, including U.S. Treasury and U.S. government
securities, corporate bonds, asset-backed and
mortgage-backed securities, and U.S. dollar-denominated
foreign securities.
Vesting - Participant elective contributions and Company contributions
are fully vested at all times. Vested balances may be withdrawn when
participants become disabled, die, retire, or terminate employment.
Payment of Benefits - Upon retirement or termination of service, a
participant may elect to receive a lump-sum amount or ten or fewer
annual installments (upon retirement only) equal to the value of his or
her account, or keep the account in the Plan and maintain his or her
account in any of the Plan's investment options, if the balance is
greater than $5,000.
Plan Termination - Although it has not expressed any intent to do so,
the Company has the right under the Plan to discontinue contributions at
any time and to amend or terminate the Plan subject to the provisions of
ERISA.
Participant Loans Receivable - Participants who are active employees of
the Company may borrow up to the lesser of 50% of their vested account
balance in the Plan or $50,000. The minimum loan is $1,000. Loans are
repayable through payroll deductions over a period not to exceed five
years, except for loans for the purchase or construction of a
participant's principal residence, which provide for repayment over a
reasonable period of time that may not exceed ten years. Loans bear
interest at the prime rate, as published by the Wall Street Journal on
the loan funding date, plus 1%. As of September 30, 1999, no participant
loans were delinquent.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements and
supplemental schedules have been prepared on the accrual basis of
accounting and present the net assets available for benefits and changes
in those net assets.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the reported
amounts and disclosures. Accordingly, actual results may differ from
those estimates.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. The Company stock is valued at its quoted market
price. Purchases and sales of securities are recorded on a trade-date
basis.
8
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CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999 (CONTINUED)
- --------------------------------------------------------------------------------
Administrative Expenses - The costs of administering the Plan are paid
for by the Company, with the exception of fees charged by Fidelity
Investments, which are applied directly to participants' accounts.
3. INVESTMENTS
Investments held at September 30, 1999, are as follows:
<TABLE>
<CAPTION>
COST FAIR VALUE
---- ----------
<S> <C> <C>
Conexant Stock Fund $11,476,284 $21,969,261
Fidelity Equity-Income 1,294,766 1,249,111
Fidelity Emerging Markets 237,489 255,512
Fidelity Diversified International 566,425 613,987
Fidelity Dividend Growth 3,559,191 3,215,160
Fidelity Small-Cap Stock 382,204 394,046
Fidelity Mid-Cap Stock 791,802 779,541
Fidelity Freedom Income 61,941 61,440
Fidelity Freedom 2000 108,396 108,585
Fidelity Freedom 2010 599,490 604,783
Fidelity Freedom 2020 808,063 812,667
Fidelity Freedom 2030 619,476 628,548
Fidelity Managed Income Portfolio 665,700 665,700
Spartan U.S. Equity Index 2,685,622 2,641,357
Fidelity U.S. Bond Index 690,853 673,442
Participant loans receivable 254,040 254,040
----------- -----------
$24,801,742 $34,927,180
=========== ===========
</TABLE>
The following table presents investments that represent 5% or more of
the Plan's net assets at fair value at September 30, 1999:
Conexant Stock Fund $21,969,261
Fidelity Dividend Growth 3,215,160
Spartan U.S. Equity Index 2,641,357
9
<PAGE> 10
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999 (CONTINUED)
- --------------------------------------------------------------------------------
4. INCOME TAXES
The Company is currently in the process of applying for an IRS
determination letter with respect to the Plan's initial qualification.
The Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Code and the related trust was tax-exempt as of the financial statement
date. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
5. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed-income securities, and mutual funds. Investment
securities are exposed to various risks, such as interest rate, market,
and credit. Because of the risks associated with certain investment
securities and the uncertainties related to changes in the value of
investment securities, it is possible that changes in the value of such
securities may materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits.
* * * * * *
10
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CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR, RATE OF INTEREST, COLLATERAL, FAIR
OR SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
- ----------------- ----------------------------- ----------- -----------
<S> <C> <C> <C>
Conexant Stock Fund $11,476,284 $21,969,261
Fidelity Investments Fidelity Equity Income 1,294,766 1,249,111
Fidelity Investments Fidelity Emerging Markets 237,489 255,512
Fidelity Investments Fidelity Diversified International 566,425 613,987
Fidelity Investments Fidelity Dividend Growth 3,559,191 3,215,160
Fidelity Investments Fidelity Small-Cap Stock 382,204 394,046
Fidelity Investments Fidelity Mid-Cap Stock 791,802 779,541
Fidelity Investments Fidelity Freedom Income 61,941 61,440
Fidelity Investments Fidelity Freedom 2000 108,396 108,585
Fidelity Investments Fidelity Freedom 2010 599,490 604,783
Fidelity Investments Fidelity Freedom 2020 808,063 812,667
Fidelity Investments Fidelity Freedom 2030 619,476 628,548
Fidelity Investments Fidelity Managed Income Portfolio 665,700 665,700
Fidelity Investments Spartan U.S. Equity Index 2,685,622 2,641,357
Fidelity Investments Fidelity U.S. Bond Index 690,853 673,442
Participant loans receivable
(interest rate of 8.75%) 254,040 254,040
----------- -----------
$24,801,742 $34,927,180
=========== ===========
</TABLE>
11
<PAGE> 12
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS
FOR THE PERIOD FROM JANUARY 1, 1999
(DATE OF INCEPTION) TO SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL TOTAL NUMBER OF NUMBER OF REALIZED
DESCRIPTION OF ASSET PURCHASES SALES PURCHASES SALES GAIN (LOSS)
- -------------------- ----------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Conexant Stock Fund $11,743,588 $505,017 169 102 $ 237,713
Fidelity Equity Income 1,377,013 84,960 137 92 2,713
Fidelity Emerging Markets 273,868 44,494 92 50 8,115
Fidelity Diversified
International 615,055 51,699 119 80 3,069
Fidelity Dividend Growth 4,083,365 524,482 168 136 308
Fidelity Small-Cap Stock 431,816 51,503 103 65 1,891
Fidelity Mid-Cap Stock 871,750 81,576 122 82 1,628
Fidelity Freedom Income 92,327 30,200 66 26 (186)
Fidelity Freedom 2000 119,120 10,763 66 26 39
Fidelity Freedom 2010 625,806 26,530 82 44 214
Fidelity Freedom 2020 909,567 104,994 102 61 3,489
Fidelity Freedom 2030 694,434 76,361 101 61 1,403
Fidelity Managed Income
Portfolio 920,944 255,237 123 92
Spartan U.S. Equity Index 3,074,563 400,441 166 135 11,500
Fidelity U.S. Bond Index 947,647 253,854 135 99 (2,941)
</TABLE>
12
<PAGE> 13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities and Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
CONEXANT SYSTEMS, INC. RETIREMENT SAVINGS PLAN
Date: March 27, 2000 By: /s/ Balakrishnan S. Iyer
------------------------------------------------
Balakrishnan S. Iyer
Senior Vice President and Chief Financial
Officer of Conexant Systems, Inc. and Member of
the Plan Committee
13
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
23 Independent Auditors' Consent
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-68755 of Conexant Systems, Inc. on Form S-8 of our report dated March 27,
2000, appearing in this Annual Report on Form 11-K of Conexant Systems, Inc.
Retirement Savings Plan for the period from January 1, 1999 (date of inception)
through September 30, 1999.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 27, 2000
