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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, 2001
[ ] 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)
================================================================================
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
Index
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statements of net assets available for benefits
as of September 30, 2001 and 2000 4
Statements of changes in net assets available for
benefits for the years ended September 30, 2001 and 2000 5
Notes to financial statements 6
SUPPLEMENTAL SCHEDULE:
Schedule of assets held for investment purposes
as of September 30, 2001 13
(Schedules, other than the schedule listed above, are omitted
because of the absence of conditions under which they are required.)
Signature 14
2
INDEPENDENT AUDITORS' REPORT
To Conexant Systems, Inc.
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Conexant Systems, Inc. Retirement Savings Plan (the Plan) as of September 30,
2001 and 2000, and the related statements of changes in net assets available for
benefits for the years then ended. 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 audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of September 30,
2001 and 2000, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Index is presented for the purpose of additional analysis and is not a required
part of the basic financial statements, but is 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
schedule is the responsibility of the Plan's management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2001
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
March 22, 2002
3
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF SEPTEMBER 30, 2001 AND 2000
--------------------------------------------------------------------------------
2001 2000
----------- -----------
ASSETS:
Investments, at fair value (Note 3):
Conexant common stock funds $23,332,662 $43,194,423
Shares of mutual funds 39,342,561 30,003,234
Interest in collective trust 4,129,383 2,361,395
Participant loans receivable 1,592,088 1,282,713
----------- -----------
Total investments 68,396,694 76,841,765
Contributions receivable:
Employer -- 23,579
Other 47,664 155,057
----------- -----------
Total contributions receivable 47,664 178,636
Cash 254,652 538,962
----------- -----------
Total assets 68,699,010 77,559,363
LIABILITIES:
Payable for excess contributions 20,041 12,037
Other liabilities 37,086 95,962
----------- -----------
Total liabilities 57,127 107,999
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $68,641,883 $77,451,364
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
--------------------------------------------------------------------------------
2001 2000
------------ ------------
ADDITIONS (REDUCTIONS):
Investment income (loss):
Net appreciation (depreciation) in fair value of investments $(55,383,331) $ 775,504
Net investment gain in collective trust 188,706 85,294
Interest and dividends 1,645,891 1,383,903
------------ ------------
Total investment income (loss) (53,548,734) 2,244,701
Contributions:
Participant 28,313,683 24,389,684
Employer 15,431,393 9,332,700
Rollover 4,388,228 8,159,995
Transfer of funds to Fidelity 868 168,384
------------ ------------
Total contributions 48,134,172 42,050,763
------------ ------------
Total additions (reductions), net (5,414,562) 44,295,464
DEDUCTIONS:
Benefits paid and other distributions to participants (3,227,960) (1,643,960)
Administrative fees and other deductions (166,959) (126,747)
------------ ------------
Total deductions (3,394,919) (1,770,707)
------------ ------------
NET INCREASE (DECREASE) (8,809,481) 42,524,757
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 77,451,364 34,926,607
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 68,641,883 $ 77,451,364
============ ============
The accompanying notes are an integral part of these financial statements.
5
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
Effective January 1, 1999, Conexant Systems, Inc. (the Company or Plan
Sponsor) adopted the Conexant Systems, Inc. Retirement Savings Plan (the
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 - 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, 2001, the Plan had 4,374 participants.
Fidelity Investments Institutional Operations Company, Inc. provides
recordkeeping services to the Plan in its capacity as agent for the
trustee, Fidelity Management Trust Company (Fidelity), pursuant to the
terms of the Trust Agreement between Conexant Systems, Inc. Master Trust
(the Trust) and Fidelity Management Trust Company. All of the Plan's
assets and the assets of the Conexant Systems, Inc. Hourly Employees'
Savings Plan are kept in the Trust. As of September 30, 2001 and 2000,
the Plan owned 96% and 95%, respectively, of the total net assets
available for benefits in the Trust. Net assets of the Trust and
plan-specific expenses are allocated to the Plans based on specific
identification. Net investment income, gains and losses, and general
expenses are allocated based on the Plans' proportional share of net
assets in the Trust.
Contributions - Effective October 1999, participants could elect 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 pretax dollar limit established by the Internal Revenue Service
(IRS). Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently
offers 16 mutual funds, an interest in a collective trust, and the
Conexant Stock Fund B as investment options for participants. The
Company matches 100% up to the first 4% of employee compensation
contributed to the Plan. The Company may also, at its discretion, 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. All Company contributions are directed to the Conexant
Stock Fund A (not participant-directed).
Effective January 1, 2002, the Plan was amended to modify the
Company-matching contribution from a fixed percentage to a percentage to
be determined from time to time by the Employee Benefit Plan Committee,
in its sole discretion, and to remove the additional Company
variable-matching contribution. The Plan was also amended to add a
Company discretionary profit-sharing contribution, to be determined by
the Employee Benefit Plan Committee, in its sole discretion, based upon
the financial performance of the Company. The discretionary
profit-sharing contribution is to be allocated to all eligible
participants employed on the last day of the plan year on a pro-rata
basis based on each participant's compensation.
6
The amount allocated to any participant cannot exceed the lesser of
$35,000 or 25% of the participant's total compensation for the plan year
ended September 30, 2001. For purposes of this limitation, amounts
allocated shall comprise Company matching contributions and the
participant's pretax and post-tax contributions. In December 2000, the
Company allocated a discretionary variable match to all employees that
participated in the Plan during the year ended September 30, 2000, which
additional match totaled $4,079,047. No discretionary variable match was
provided during the year ended September 30, 2001.
Participant Accounts - Each participant's account reflects the
participant's contributions, the Company's matching contributions, an
allocation of Plan earnings (losses), and an allocation of
administrative expenses. Allocations of administrative expenses are
equally allocated to all participants.
Participants are permitted at any time to transfer all or a portion of
the value of their interest in the Plan's investment funds (including
Conexant Stock Fund B) which are attributable to their own participant
contributions into one or more of the other investment funds. A
participant who has attained the age of 59 1/2, whether or not retired
from the Company, is permitted to elect at any time to transfer all or a
portion of the total value of their interest in Conexant Stock Fund A to
any one or more of the other investment funds. For participants still
employed with the Company, all subsequent Company-matching contributions
and Company profit-sharing contributions, if any, will continue to be in
Conexant common stock and will continue to be directed into Conexant
Stock Fund A.
Investment Options - As of September 30, 2001 and 2000, the Plan offered
investment options in the following funds (percentages are approximate
and descriptions are based on information extracted from the related
prospectus):
Conexant Stock Fund B - Conexant Systems, Inc. common stock,
cash, and the proceeds and income on such cash and common stock.
Franklin Small-Cap Growth Fund - A (Fund removed during fiscal
year 2001) - Primarily invests in equity securities of companies
with market capitalizations of less than $1.5 billion at the
time of the investment. The fund may also invest a portion of
its assets in foreign securities, including those of developing
markets issuers, which involve greater risk.
Franklin Small Mid-Cap Growth Fund - A (Fund added during fiscal
year 2001) - Normally invests at least 80% of its net assets in
equity securities of small capitalization companies and in the
equity securities of mid-capitalization companies. The fund may
invest in equity securities of larger companies, initial public
offerings of securities and may invest a very small portion of
its assets in private or illiquid securities, such as late-stage
venture capital financings.
Fidelity Fund - Invests primarily in common stocks. The fund
potentially invests a portion of its assets in bonds, including
lower-quality debt securities. Invests in domestic and foreign
issuers.
Fidelity Growth Company Fund - Invests primarily in common
stocks of domestic and foreign issuers. The fund invests in
companies that it believes have above-average growth potential.
7
Fidelity OTC Portfolio Fund - Normally invests primarily in
common stocks with at least 65% of its assets in securities
principally traded on the over-the-counter (OTC) market, which
has more small- and medium-sized companies than other markets.
Potentially, the fund may invest in non-OTC securities. The fund
may invest in domestic and foreign issuers. Securities traded on
the OTC market tend to be from smaller or newer companies, which
generally involve greater investment risk than investments in
larger, well-known companies.
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 a relatively low Gross National Product compared
to the world's major economies, but with potential for rapid
growth.
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 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 - 30% in Fidelity stock mutual funds,
42% in Fidelity bond mutual funds, and 28% in Fidelity money
market mutual funds. Percentage mix will gradually become more
conservative over time.
Fidelity Freedom 2010 Fund - 49% in Fidelity stock mutual funds,
43% in Fidelity bond mutual funds, and 8% in Fidelity money
market mutual funds. Percentage mix will gradually become more
conservative over time.
Fidelity Freedom 2020 Fund - 72% in Fidelity stock mutual funds
and 28% in Fidelity bond mutual funds. Percentage mix will
gradually become more conservative over time.
Fidelity Freedom 2030 Fund - 83% in Fidelity stock mutual funds
and 17% in Fidelity bond mutual funds. Percentage mix will
gradually become more conservative over time.
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.
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.
8
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.
Vesting - Participant elective deferral contributions and Company
contributions are fully vested at all times.
Payment of Benefits - Balances may be withdrawn when participants become
disabled, die, retire, or terminate employment. Such balances may be
kept in the Plan, in any of the Plan's investment options, if the
balance is greater than $5,000. Upon retirement, a participant may elect
to receive a lump-sum amount or ten or fewer annual installments equal
to the value of his or her account.
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 account balance
in the Plan or $50,000. The minimum loan is $1,000. Loans are repayable
ratably through biweekly 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 last day of the preceding quarter in which the loan funds, plus 1%
(7.75% at September 30, 2001). As of September 30, 2001 and 2000, no
participant loans were delinquent.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Presentation - The accompanying financial
statements and supplemental schedule have been prepared on the accrual
basis of accounting in accordance with accounting principles generally
accepted in the United States of America, and present the net assets
available for benefits and changes in those net assets.
Reclassifications - Certain prior year amounts have been reclassified to
conform to the current year presentation.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America 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 Plan's investments are valued at their quoted
market price. Purchases and sales of securities are recorded on a
trade-date basis. Dividends are recorded on the ex-dividend date.
Payment of Benefits - Benefits are recorded when paid.
9
Administrative Expenses - The costs of administering the Plan are paid
for by the Company, with the exception of a per participant fee charged
by Fidelity Investments, which is applied equally to all participant
accounts on a quarterly basis.
Derivative Financial Instruments - Derivative financial instruments are
accounted for in accordance with Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities". SFAS 133 requires that the Plan recognize all
derivatives as either assets or liabilities in the statement of net
assets available for benefits and measure those instruments at fair
value. As of September 30, 2001 and 2000, the Plan had no derivative
financial instruments.
3. INVESTMENTS
The following is a summary of investments held as of September 30:
2001 2000
----------------------------- -----------------------------
Cost Fair value Cost Fair value
------------ ------------ ------------ ------------
Conexant Stock Fund A $ 30,147,764 $ 13,715,921 $ 16,112,450 $ 24,027,810
Conexant Stock Fund B 26,577,356 9,616,741 18,968,415 19,166,613
Franklin Small-Cap Growth A -- -- 424,236 444,935
Franklin Small Mid-Cap Growth A 1,277,628 838,656 -- --
Fidelity Fund 451,161 354,452 168,587 158,957
Fidelity Growth Company 2,617,309 1,699,532 941,721 973,719
Fidelity OTC Portfolio 861,782 487,675 284,120 255,434
Fidelity Equity-Income 3,460,869 2,971,055 2,156,893 2,132,735
Fidelity Emerging Markets 892,524 605,091 692,012 634,911
Fidelity Diversified International 2,976,229 2,392,508 1,794,864 1,889,040
Fidelity Dividend Growth 9,348,623 8,075,815 5,979,716 6,169,462
Fidelity Mid-Cap Stock 6,829,644 5,391,021 3,647,055 4,276,874
Fidelity Freedom Income 378,335 365,563 222,446 225,584
Fidelity Freedom 2000 498,781 460,632 268,030 272,844
Fidelity Freedom 2010 1,959,205 1,693,091 1,326,582 1,389,237
Fidelity Freedom 2020 3,130,465 2,453,114 2,240,758 2,340,551
Fidelity Freedom 2030 2,730,869 2,070,047 1,594,017 1,676,438
Fidelity U.S. Bond Index 3,069,728 3,185,620 1,389,974 1,385,504
Spartan U.S. Equity Index 8,015,076 6,298,689 5,583,459 5,777,009
Fidelity Managed Income Portfolio
(stable value) 4,129,383 4,129,383 2,361,395 2,361,395
Participant loans receivable
(bearing interest from 7.75% to 10.50%) 1,592,088 1,592,088 1,282,713 1,282,713
------------ ------------ ------------ ------------
$110,944,819 $ 68,396,694 $ 67,439,443 $ 76,841,765
============ ============ ============ ============
10
The following table presents investments that represent 5% or more of
the Plan's net assets at fair value as of September 30:
2001 2000
----------- -----------
Conexant Stock Fund A $13,715,921 $24,027,810
Conexant Stock Fund B 9,616,741 19,166,613
Fidelity Dividend Growth 8,075,815 6,169,462
Fidelity Mid-Cap Stock 5,391,021 4,276,874
Spartan U.S. Equity Index 6,298,689 5,777,009
Fidelity Managed Income Portfolio (stable value) 4,129,383 2,361,395
The Plan's investments (including gains and losses on investments bought
and sold, as well as held) depreciated in value for the year ended
September 30, 2001 and appreciated in value for the year ended September
30, 2000. A summary of the change in fair value of the investments is as
follows:
2001 2000
------------ ------------
Conexant Stock Fund A $(25,039,701) $ 704,178
Conexant Stock Fund B (19,402,789) (1,732,190)
Mutual funds (10,940,841) 1,803,516
Interest in collective trust 188,706 85,294
------------ ------------
$(55,194,625) $ 860,798
============ ============
4. INCOME TAXES
On December 13, 2000, the Company received a favorable determination
letter from the IRS with respect to the Plan, as amended. The favorable
determination is subject to the adoption of certain proposed amendments
that define and modify certain elements in the Plan document. On January
12, 2001, the proposed amendments were adopted by the Company's Board of
Directors and were given retroactive effect as of January 1, 1999. The
Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRS
and the related trust is tax exempt. 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 statements of net assets available for benefits
and the statements of changes in net assets available for benefits.
11
6. NONPARTICIPANT-DIRECTED INVESTMENTS
As employer contributions are in the form of Conexant common stock, and
such investments cannot be transferred to other funds, except as
described in Note 1, these investments are considered
nonparticipant-directed investments.
Information about the net assets at fair value and significant
components of the changes in net assets relating to
nonparticipant-directed investments is as follows:
2001 2000
------------ ------------
Net assets:
Conexant Stock Fund A $ 13,715,921 $ 24,027,810
============ ============
Changes in net assets:
Contributions $ 15,431,393 $ 9,332,700
Net appreciation (depreciation) (25,039,701) 704,178
Transfers 131 2,212
Withdrawal (703,712) (701,753)
------------ ------------
$(10,311,889) $ 9,337,337
============ ============
7. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by an
affiliate of Fidelity. Fidelity is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest
transactions. Administrative fees paid by the Plan for investment
management services amounted to $166,959 and $126,747 for the years
ended September 30, 2001 and 2000, respectively.
8. SUBSEQUENT EVENT
On January 7, 2002, the Board of Directors of Conexant Systems, Inc.
approved a resolution to change the plan year-end to December 31,
effective with the plan year beginning October 1, 2001.
* * * * * *
12
CONEXANT SYSTEMS, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF SEPTEMBER 30, 2001
--------------------------------------------------------------------------------
(A) (B) (C)
IDENTITY OF DESCRIPTION OF INVESTMENT,
ISSUE, BORROWER, INCLUDING MATURITY DATE, (E)
LESSOR, OR SIMILAR RATE OF INTEREST, COLLATERAL, (D) CURRENT
PARTY PAR, OR MATURITY VALUE COST VALUE
----- ----------------------- ---------------------------------- ------------ ------------
* Fidelity Investments Conexant Stock Fund A $ 30,147,764 $ 13,715,921
* Fidelity Investments Conexant Stock Fund B 26,577,356 9,616,741
Franklin Resources, Inc. Franklin Small Mid-Cap Growth A 1,277,628 838,656
* Fidelity Investments Fidelity Fund 451,161 354,452
* Fidelity Investments Fidelity Growth Company 2,617,309 1,699,532
* Fidelity Investments Fidelity OTC Portfolio 861,782 487,675
* Fidelity Investments Fidelity Equity-Income 3,460,869 2,971,055
* Fidelity Investments Fidelity Emerging Markets 892,524 605,091
* Fidelity Investments Fidelity Diversified International 2,976,229 2,392,508
* Fidelity Investments Fidelity Dividend Growth 9,348,623 8,075,815
* Fidelity Investments Fidelity Mid-Cap Stock 6,829,644 5,391,021
* Fidelity Investments Fidelity Freedom Income 378,335 365,563
* Fidelity Investments Fidelity Freedom 2000 498,781 460,632
* Fidelity Investments Fidelity Freedom 2010 1,959,205 1,693,091
* Fidelity Investments Fidelity Freedom 2020 3,130,465 2,453,114
* Fidelity Investments Fidelity Freedom 2030 2,730,869 2,070,047
* Fidelity Investments Fidelity U.S. Bond Index 3,069,728 3,185,620
* Fidelity Investments Spartan U.S. Equity Index 8,015,076 6,298,689
* Fidelity Investments Fidelity Managed Income Portfolio
(stable value) 4,129,383 4,129,383
Participant loans receivable
(interest rates ranging from 7.75%
to 10.50%) 1,592,088 1,592,088
------------ ------------
$110,944,819 $ 68,396,694
============ ============
----------
* Identified as a party-in-interest to the Plan.
13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities 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, 2002 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
14
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
23 Independent Auditors' Consent