Mindspeed Technologies, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-50499
MINDSPEED TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
(Full title of the plan)
MINDSPEED TECHNOLOGIES, INC.
(Name of issuer of the securities held pursuant to the plan)
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(Address of principal executive office)
MINDSPEED TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
Annual Report on Form 11-K
Index
*Other schedules are omitted because they are not required or are not applicable
based on disclosure requirements of the Employee Retirement Income Security Act of
1974 and regulations issued by the Department of Labor
2
June 28, 2007
Report of Independent Registered Public Accounting Firm
To the Administrative Committee of the
Mindspeed Technologies, Inc. Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the
Mindspeed Technologies, Inc. Retirement Savings Plan as of December 31, 2006 and 2005, 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 the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits 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, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Mindspeed Technologies, Inc. Retirement
Savings Plan as of December 31, 2006 and 2005, 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 performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of Schedule H, line 4i — Schedule of Assets
(Held at End of Year) as of December 31, 2006 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 supplemental schedule is the responsibility of
the Plan’s management. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a whole.
As discussed in Note 1, the Plan adopted Financial Accounting Standards Board Staff Position
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans, as of December 31, 2006 and 2005.
Lesley, Thomas, Schwarz & Postma, Inc.
A Professional Accountancy Corporation
Newport Beach, California
3
MINDSPEED TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2006 |
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2005 |
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ASSETS |
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Investments, at fair value (Note 2) |
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$ |
19,839,779 |
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$ |
15,062,721 |
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Receivables |
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Other |
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531 |
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21,288 |
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Total assets |
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19,840,310 |
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15,084,009 |
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LIABILITY |
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— |
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— |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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19,840,310 |
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15,084,009 |
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Adjustments from fair value to contract value for fully benefit-responsive
investment contracts |
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18,045 |
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18,854 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
19,858,355 |
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$ |
15,102,863 |
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See the accompanying notes to these financial statements.
4
MINDSPEED TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years Ended December 31, |
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2006 |
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2005 |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Investment income |
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Net appreciation in fair value of investments (Note 2) |
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$ |
1,068,777 |
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$ |
791,324 |
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Interest and dividends |
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89,671 |
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58,356 |
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1,158,448 |
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849,680 |
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Contributions |
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Participants |
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3,856,731 |
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4,192,126 |
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Company — Mindspeed Technologies, Inc. common stock |
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785,433 |
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866,759 |
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Rollovers |
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304,381 |
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407,104 |
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4,946,545 |
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5,465,989 |
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Total additions |
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6,104,993 |
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6,315,669 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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1,329,177 |
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813,277 |
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Administrative expenses |
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20,324 |
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20,007 |
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Total deductions |
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1,349,501 |
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833,284 |
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NET INCREASE |
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4,755,492 |
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5,482,385 |
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NET ASSETS AVAILABLE FOR BENEFITS, beginning of year |
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15,102,863 |
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9,620,478 |
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NET ASSETS AVAILABLE FOR BENEFITS, end of year |
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$ |
19,858,355 |
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$ |
15,102,863 |
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See the accompanying notes to these financial statements.
5
MINDSPEED TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006 AND 2005
NOTE 1 — DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following description of the Mindspeed Technologies, Inc. Retirement Savings Plan (the
“Plan”) provides only general information. Participants should refer to the Plan document for a
complete description of the Plan’s provisions.
General — The Plan became effective on July 1, 2003 and is intended to qualify as a
defined contribution plan under Section 401(a) of the Internal Revenue Code of 1986, as amended
(the “IRC”), covering all eligible employees of Mindspeed Technologies, Inc. (the “Company” or
“Plan Sponsor”). The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).
Eligibility — An employee will be permitted to participate in the Plan as soon as
practicable following his or her commencement of service with the Company, effective on the first
payroll payment date following his or her commencement of service as an employee.
Contributions — Participant contributions to the Plan are based upon a percentage of
base compensation as designated by each participant. Participants may contribute a percent of their
base compensation on a pre-tax or post-tax basis, or a combination of both, up to a maximum of
seventeen percent (17%). Participants who have attained age 50 before the end of the Plan year are
eligible to make catch-up contributions. Participant contributions are deposited with the Plan
after each pay period. Participants may also contribute amounts representing distributions from
other qualified defined benefit or defined contribution plans. Contributions are invested based on
each participant’s election in one or more of several investment funds.
The Company may make discretionary matching contributions up to one hundred percent (100%) on
the first four percent (4%) of base compensation that an employee contributes each pay period. The
Company may also make a profit sharing contribution at its discretion, to be determined by the Plan
Administrative Committee. The Company’s matching contributions and profit sharing contributions are
in the form of common stock of the Company, but may, at the discretion of the Board of Directors,
be in cash or in any combination of cash and common stock of the Company. Company matching
contributions are deposited with the Plan after each pay period. The Company matching contributions
for the years ended December 31, 2006 and 2005 consisted of shares of the Company’s common stock
valued at $785,433 and $866,759, respectively, at the time of the contributions. The Company made
no profit sharing contribution for the years ended December 31, 2006 or 2005.
Participant Accounts — Each participant’s account is credited with the participant’s
contribution and allocations of (a) the Company’s contribution and (b) Plan earnings, and charged
with an allocation of administrative expenses. Allocations of profit sharing contributions are
based on a participant’s base compensation. Allocations of earnings and expenses are based on a
participant’s account balances. The benefit to which a participant is entitled is the benefit that
can be provided from the participant’s vested account.
Plan participants may choose among various investment options, as more fully described in the
information package provided to eligible employees by the Company.
Vesting — Participants are fully vested in all contributions and earnings on
contributions.
Forfeitures — Participants are fully vested in their accounts upon entry to the Plan,
therefore, the Plan does not allow for forfeitures.
Administrative Expenses — The employer absorbs significant costs of the Plan. Certain
administrative functions are performed by officers and employees of the Company. No such officer or
employee receives compensation from the Plan.
6
Payment of Benefits — Plan benefits are distributed in a lump sum or installments.
Active participants may withdraw the pre-tax portion of their account in a lump sum in the
event of undue financial hardship or part or all of their account upon attainment of age fifty-nine
and one half (591/2). Withdrawals made under this provision are limited to one withdrawal every six
(6) months.
Participant Loans — Participants may generally borrow an amount not exceeding the
least of fifty percent (50%) of their balance, $50,000, or the aggregate of the balances in the
borrower’s pre-tax contribution and post-tax contribution accounts. The loans are collateralized by
the participant’s vested interest in the Plan.
Non-Distributed Benefits — The Plan does not accrue non-distributed benefits related
to participants who have withdrawn from the Plan, but recognizes such benefits as a deduction from
net assets in the period in which such benefits are paid.
Non-Discrimination Testing for Employee and Employer Contributions — The Plan, as
required by the IRC, performs annual tests between highly compensated participants versus
non-highly compensated participants to ensure that highly compensated participants are not
disproportionately favored under the Plan. If the Plan fails the tests, it must refund some of the
excess deferral contributions. Excess deferral contributions which are refunded within two and
one-half months of the Plan year end are accrued as a liability to the Plan. Excess deferral
contributions which are not refunded within two and one-half months of the Plan year end are
recorded as a distribution in the Plan year in which the refund is paid.
Investment Valuation and Income Recognition — The Plan’s investments are stated at
fair value. Mutual funds are valued at quoted market prices which represent the net asset values of
shares held by the Plan at year end. The Company’s common stock is traded on a national securities
exchange and is valued at the last reported sales price on the last business day of the Plan year.
Participant loans are valued at their outstanding balances which approximate fair value.
The investments in the fully benefit-responsive investment contracts are also stated at
contract value which is equal to principal balance plus accrued interest. As provided in the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP),
an investment contract is generally valued at contract value, rather than fair value, to the extent
it is fully benefit-responsive. The fair value of fully benefit-responsive investment contracts is
calculated using a discounted cash flow model which considers recent fee bids as determined by
recognized dealers, discount rate and the duration of the underlying portfolio securities.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Accounting Estimates — The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
New Accounting Pronouncements - As of December 31, 2006, the Plan adopted Financial
Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No.
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare
and Pension Plans (the FSP). The FSP requires the Statement of Net Assets Available for Benefits
present the fair value of the Plan’s investments as well as the adjustment from fair value to
contract value for the fully benefit-responsive investment contracts. The Statement of Changes in
Net Assets Available for Benefits is prepared on a contract value basis for the fully
benefit-responsive investment contracts. The FSP was applied retroactively to the prior period
presented on the Statement of Net Assets Available for Benefits as of December 31, 2005.
In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS
157), Fair Value Measurements. SFAS 157 establishes a single authoritative definition of fair
value, sets out a framework
7
for measuring fair value and requires additional disclosures about fair value measurement.
SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007. The Company does not believe the adoption of SFAS 157 will have a material impact on the
financial statements.
NOTE 2 — INVESTMENTS
The following table presents the fair values of investments as of the dates indicated.
Investments that represent five percent (5%) or more of the Plan’s net assets at December 31, 2006
or 2005 are separately identified:
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December 31, |
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2006 |
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2005 |
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PARTICIPANT DIRECTED INVESTMENTS |
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Common/collective trust: |
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Fully benefit-responsive investment contract: |
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Fidelity Managed Income Portfolio Trust |
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$ |
1,795,386 |
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* |
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$ |
1,660,711 |
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* |
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Mutual funds: |
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Spartan U.S. Equity Index Fund |
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1,673,763 |
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* |
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1,235,519 |
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* |
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Fidelity Dividend Growth Fund |
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1,584,658 |
|
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* |
|
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1,265,709 |
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* |
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Fidelity Diversified International Stock Fund |
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1,522,775 |
|
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* |
|
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584,637 |
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Baron Growth Fund |
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1,502,361 |
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* |
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935,522 |
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* |
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Fidelity Mid Cap Stock Fund |
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1,177,089 |
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* |
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672,209 |
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Fidelity Low-Priced Stock Fund |
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1,122,569 |
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* |
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964,640 |
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* |
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The Oakmark Select Fund Class I |
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919,690 |
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|
876,127 |
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* |
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Other |
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4,983,666 |
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3,366,314 |
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Total mutual funds |
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14,486,571 |
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9,900,677 |
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Mindspeed Technologies, Inc. common stock |
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3,209,251 |
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* |
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3,275,916 |
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* |
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Interest bearing cash |
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134,901 |
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|
113,796 |
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Participant loans |
|
|
213,670 |
|
|
|
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|
|
|
111,621 |
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|
$ |
19,839,779 |
|
|
|
|
|
|
$ |
15,062,721 |
|
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* Represents 5% or more of the Plan’s net assets
The Plan’s investments (including gains and losses on investments bought and sold, as well as
held) appreciated (depreciated) in value for the years ended December 31, 2006 and 2005. A summary
of the change in fair value of the investments is as follows:
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Years Ended December 31, |
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2006 |
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2005 |
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Mindspeed Technologies, Inc. common stock |
|
$ |
(618,029 |
) |
|
$ |
266,416 |
|
Common/collective trust |
|
|
73,264 |
|
|
|
51,093 |
|
Mutual funds |
|
|
1,613,542 |
|
|
|
473,815 |
|
|
|
|
|
|
|
|
|
|
$ |
1,068,777 |
|
|
$ |
791,324 |
|
|
|
|
|
|
|
|
NOTE 3 — PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. Participants are always fully vested in their accounts.
8
NOTE 4 — TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated
November 16, 2004, that the Plan and related trust were designed in accordance with the applicable
regulations of the Internal Revenue Code (IRC). The Company and the plan administrator believe that
the Plan is currently designed and operated in compliance with the applicable requirements of the
IRC and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for
income taxes has been included in the Plan’s financial statements.
During 2006, Fidelity Management Trust Company (a wholly owned subsidiary of Fidelity
Investments), the Plan Trustee, determined that interest rates on participant loans were not being
properly updated, and therefore, new loans were being issued at interest rates other than those
dictated by the Plan. In October 2006, the Plan Trustee submitted a Group Voluntary Compliance
Program filing with the IRS. The IRS has accepted the Trustee’s correction policy, and these
corrections are expected to be completed during 2007. The Company does not expect this issue to
have any adverse affect on the group’s qualification or any material impact on the financial
statements.
NOTE 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.
NOTE 6 — RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and units of participation in a
common/collective trust managed by Fidelity Investments. Fidelity Management Trust Company (a
wholly owned subsidiary of Fidelity Investments) is the Plan Trustee and, therefore, these
transactions qualify as party-in-interest transactions for which a statutory exemption exists. The
Plan also holds investments in the common stock of Mindspeed Technologies, Inc., the Plan Sponsor.
These transactions also qualify as party-in-interest transactions for which a statutory exception
exists.
NOTE 7 — RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500:
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| |
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December 31, |
|
| |
|
2006 |
|
Net assets available for benefits per the financial statements |
|
$ |
19,858,355 |
|
Less: Adjustment from fair value to contract value for fully
benefit-responsive
investment contracts |
|
|
(18,045 |
) |
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
19,840,310 |
|
|
|
|
|
The following is a reconciliation of investment income per the financial statements to the Form
5500:
| |
|
|
|
|
| |
|
Year Ended |
|
| |
|
December 31, |
|
| |
|
2006 |
|
Total investment income per the financial statements |
|
$ |
1,158,448 |
|
Less: Adjustment from fair value to contract value for fully
benefit-responsive
investment contracts |
|
|
(18,045 |
) |
|
|
|
|
Total investment income per the Form 5500 |
|
$ |
1,140,403 |
|
|
|
|
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9
MINDSPEED TECHNOLOGIES, INC. RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2006
FEIN: 01-0616769
PLAN NUMBER: 001
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
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(c) Description of |
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Investment Including |
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(b) Identity of |
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Maturity Date, Rate of |
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Issue, Borrower, |
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Interest, Collateral, |
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(e) Current |
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Lessor or Similar Party |
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Par or Maturity Value |
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(d) Cost |
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Value |
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* |
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Fidelity Investments |
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Interest bearing cash |
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* |
* |
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$ |
134,901 |
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* |
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Fidelity Investments |
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Fidelity Fund |
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* |
* |
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164,245 |
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* |
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Fidelity Investments |
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Fidelity Growth Company Fund |
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* |
* |
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792,864 |
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* |
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Fidelity Investments |
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Fidelity OTC Portfolio Fund |
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* |
* |
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105,753 |
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* |
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Fidelity Investments |
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Fidelity Low-Priced Stock Fund |
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* |
* |
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1,122,569 |
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* |
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Fidelity Investments |
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Fidelity Diversified International Fund |
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* |
* |
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1,522,775 |
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* |
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Fidelity Investments |
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Fidelity Dividend Growth Fund |
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* |
* |
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1,584,658 |
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* |
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Fidelity Investments |
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Fidelity Mid-Cap Stock Fund |
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* |
* |
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1,177,089 |
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* |
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Fidelity Investments |
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Fidelity Freedom Income Fund |
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* |
* |
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77,619 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2000 Fund |
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* |
* |
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56,130 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2005 Fund |
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* |
* |
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2,000 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2010 Fund |
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* |
* |
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234,648 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2015 Fund |
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* |
* |
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35,237 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2020 Fund |
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* |
* |
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410,191 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2025 Fund |
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* |
* |
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43,017 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2030 Fund |
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* |
* |
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336,163 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2035 Fund |
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* |
* |
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121,032 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2040 Fund |
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* |
* |
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113,264 |
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* |
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Fidelity Investments |
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Fidelity Freedom 2050 Fund |
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* |
* |
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314 |
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* |
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Fidelity Investments |
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Fidelity Intermediate Government Income Fund |
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* |
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119,993 |
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* |
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Fidelity Investments |
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Fidelity Managed Income Portfolio Trust |
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* |
* |
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1,795,386 |
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* |
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Fidelity Investments |
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Fidelity U.S. Bond Index Fund |
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* |
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585,535 |
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T. Rowe Price |
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T. Rowe Price Emerging Market Stock Fund |
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* |
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807,092 |
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Ariel |
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Ariel Fund |
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* |
* |
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484,553 |
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Baron Funds |
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Baron Growth Fund |
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* |
* |
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1,502,361 |
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Oakmark Funds |
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The Oakmark Select Fund Class I |
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* |
* |
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919,690 |
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Spartan |
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Spartan U.S. Equity Index Fund |
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* |
* |
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1,673,763 |
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Van Kampen |
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Van Kampen Growth & Income Fund Class A |
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* |
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494,016 |
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* |
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Mindspeed |
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Technologies, Inc. |
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Common stock, 1,680,236 shares |
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* |
* |
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3,209,251 |
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* |
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Participant loans |
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Interest rates ranging from 5.75% to 10% |
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$ |
0 |
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213,670 |
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$ |
19,839,779 |
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* Party-in-interest for which a statutory exception exists
** Historical cost information is not required for participant directed investment funds
See Independent Auditors’ Report and the accompanying notes to financial statements.
10
SIGNATURE
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.
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MINDSPEED TECHNOLOGIES, INC.
RETIREMENT SAVINGS PLAN
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| Date: June 28, 2007 |
By: |
/s/ Bradley W. Yates
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Bradley W. Yates |
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Senior Vice President and Chief Administrative Officer of Mindspeed Technologies, Inc. and Member of the Plan Administrative Committee |
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11
EXHIBIT INDEX
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23
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Consent of Independent Registered Public Accounting Firm |
12