Freescale Announces Pricing Terms and Extension of Expiration Date for Its Previously Announced Tender Offers and Consent Solici

  
    
  
  
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) announced today 
      the pricing terms for its previously announced tender offers and consent 
      solicitations for any and all of its outstanding $350,000,000 aggregate 
      principal amount of 6.875% senior notes due 2011 and any and all of its 
      outstanding $500,000,000 aggregate principal amount of 7.125% senior 
      notes due 2014 pursuant to the Offer to Purchase and Consent 
      Solicitation Statement, dated October 23, 2006.
    
    
      The total consideration for each $1,000 principal amount of 2011 notes 
      validly tendered and not withdrawn prior to 5:00 p.m., prevailing 
      Eastern Time on November 3, 2006 is $1,054.69, which includes a consent 
      payment of $30.00 per $1,000 principal amount of 2011 notes. The total 
      consideration for the 2011 notes was determined by reference to a fixed 
      spread of 50 basis points over the yield of the 5.0% U.S. Treasury note 
      due July 31, 2008, which was calculated at 2:00 p.m., prevailing Eastern 
      Time on November 6, 2006, and assumes a settlement date of November 29, 
      2006. The reference yield and tender offer yield for the 2011 notes are 
      4.865% and 5.365%, respectively.
    
    
      The total consideration for each $1,000 principal amount of 2014 notes 
      validly tendered and not withdrawn prior to the consent date is 
      $1,076.42, which includes a consent payment of $30.00 per $1,000 
      principal amount of 2014 notes. The total consideration for the 2014 
      notes was determined by reference to a fixed spread of 50 basis points 
      over the yield of the 3.625% U.S. Treasury note due July 15, 2009, which 
      was calculated at 2:00 p.m., prevailing Eastern Time on November 6, 
      2006, and assumes a settlement date of November 29, 2006. The reference 
      yield and tender offer yield for the 2014 notes are 4.752% and 5.252%, 
      respectively.
    
    
      In addition, Freescale announced that it is extending the expiration 
      date for the offers from 5:00 p.m. prevailing Eastern Time on November 
      21, 2006 to 5:00 p.m. prevailing Eastern Time on November 27, 2006.
    
    
      The tender offer consideration that will be payable in respect of any 
      such 2011 notes and 2014 notes validly tendered subsequent to the 
      consent date, but on or prior to 5:00 p.m., prevailing Eastern Time on 
      November 27, 2006, and accepted for purchase by Freescale will be an 
      amount equal to the total consideration minus the $30.00 consent payment 
      per $1,000 principal amount of 2011 notes and 2014 notes. In addition to 
      the total consideration or the tender offer consideration, as 
      applicable, Freescale will pay accrued and unpaid interest up to, but 
      not including, the settlement date for all such 2011 notes and 2014 
      notes purchased in the offers.
    
    
      The tender offers remain open and are scheduled to expire on the above 
      expiration date, unless extended or earlier terminated. The tender 
      offers are subject to the satisfaction of certain conditions, including 
      the receipt of specified financing, the consummation of the merger 
      pursuant to the previously announced Agreement and Plan of Merger dated 
      as of September 15, 2006, by and among Freescale, Firestone Holdings LLC 
      and Firestone Acquisition Corporation and certain other customary 
      conditions.
    
    
      Freescale has engaged Credit Suisse Securities (USA) LLC and Citigroup 
      Corporate and Investment Banking to act as dealer managers in connection 
      with the tender offers and solicitation agents in connection with the 
      consent solicitations. Any questions or requests for assistance may be 
      directed to either Credit Suisse Securities (USA) LLC by telephone at 
      [phone] (U.S. toll-free) or [phone] (collect), or 
      Citigroup Corporate and Investment Banking by telephone at (800) 
      558-3745 (U.S. toll-free) or [phone] (collect). D.F. King & Co., 
      Inc. has been retained as Tender Agent and as Information Agent in 
      connection with the tender offers and consent solicitations. Requests 
      for additional copies of the Statement or any other document may be 
      directed to D.F. King & Co., Inc. by telephone at [phone] (U.S. 
      toll-free), or in writing at 48 Wall Street, New York, New York 10005.
    
    
      The tender offers and consent solicitations are being made solely by 
      means of Freescale’s Offer to Purchase and 
      Consent Solicitation Statement, dated October 23, 2006. Under no 
      circumstances shall this press release constitute an offer to purchase 
      or the solicitation of an offer to sell the notes or any other 
      securities of Freescale. In any jurisdiction where the laws require the 
      tender offers or consent solicitations to be made by a licensed broker 
      or dealer, the tender offers or consent solicitations shall be deemed 
      made on behalf of Freescale by Credit Suisse Securities (USA) LLC or 
      Citigroup Global Markets Inc. or one or more registered brokers or 
      dealers under the laws of such jurisdiction.
    
    
      About Freescale Semiconductor
    
    
      Freescale Semiconductor, Inc. is a global leader in the design and 
      manufacture of embedded semiconductors for the automotive, consumer, 
      industrial, networking and wireless markets. Freescale became a publicly 
      traded company in July 2004. The company is based in Austin, Texas, and 
      has design, research and development, manufacturing or sales operations 
      in more than 30 countries. Freescale, a member of the S&P 500(R), is one 
      of the world’s largest semiconductor companies 
      with 2005 sales of $5.8 billion (USD).
    
    
      www.Freescale.com
    
    
      Freescale(TM) and the Freescale logo are trademarks of Freescale 
      Semiconductor, Inc. The Power Architecture and Power.org wordmarks and 
      the Power and Power.org logos and related marks are trademarks and 
      service marks licensed by Power.org. All other product or service names 
      are the property of their respective owners.
    
    
      Caution Regarding Forward-Looking Statements
    
    
      This press release contains “forward-looking 
      statements” within the meaning of the Private 
      Securities Litigation Reform Act of 1995. Forward-looking statements may 
      be identified by words such as expects, anticipates, plans, believes, 
      estimates, will or words of similar meaning and include statements 
      regarding the plans and expectations for the future. The forward-looking 
      statements contained in this press release include statements about the 
      consideration for each series of notes and the anticipated timing of the 
      tender offers. Forward-looking statements are based on management’s 
      current expectations and assumptions, which are subject to inherent 
      uncertainties, risks and changes in circumstances that are difficult to 
      predict and could cause actual outcomes to differ materially from the 
      expectations of Freescale and its management. The following factors, 
      among others, could cause actual results to differ materially from those 
      described in the forward-looking statements: risks associated with 
      uncertainty as to whether the tender offers will be completed, costs and 
      potential litigation associated with the tender offers, the inability to 
      obtain or meet specific conditions imposed for the tender offers, the 
      failure of to meet the closing conditions and to consummate the merger, 
      the extent and timing of regulatory approvals and the risk factors 
      discussed from time to time by Freescale in reports filed with the 
      Securities and Exchange Commission (the “SEC”). 
      We urge you to carefully consider the risks which are described in 
      Freescale’s Annual Report on Form 10-K for the 
      year ended December 31, 2005, Quarterly Report on Form 10-Q for the 
      quarter ended September 29, 2006 and in Freescale’s 
      other SEC filings. Freescale undertakes no obligation to publicly update 
      any forward-looking statement, whether as a result of new information, 
      future developments or otherwise.
    
  
Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) announced
today the pricing terms for its previously announced tender offers and
consent solicitations for any and all of its outstanding $350,000,000
aggregate principal amount of 6.875% senior notes due 2011 and any and
all of its outstanding $500,000,000 aggregate principal amount of
7.125% senior notes due 2014 pursuant to the Offer to Purchase and
Consent Solicitation Statement, dated October 23, 2006.

   The total consideration for each $1,000 principal amount of 2011
notes validly tendered and not withdrawn prior to 5:00 p.m.,
prevailing Eastern Time on November 3, 2006 is $1,054.69, which
includes a consent payment of $30.00 per $1,000 principal amount of
2011 notes. The total consideration for the 2011 notes was determined
by reference to a fixed spread of 50 basis points over the yield of
the 5.0% U.S. Treasury note due July 31, 2008, which was calculated at
2:00 p.m., prevailing Eastern Time on November 6, 2006, and assumes a
settlement date of November 29, 2006. The reference yield and tender
offer yield for the 2011 notes are 4.865% and 5.365%, respectively.

   The total consideration for each $1,000 principal amount of 2014
notes validly tendered and not withdrawn prior to the consent date is
$1,076.42, which includes a consent payment of $30.00 per $1,000
principal amount of 2014 notes. The total consideration for the 2014
notes was determined by reference to a fixed spread of 50 basis points
over the yield of the 3.625% U.S. Treasury note due July 15, 2009,
which was calculated at 2:00 p.m., prevailing Eastern Time on November
6, 2006, and assumes a settlement date of November 29, 2006. The
reference yield and tender offer yield for the 2014 notes are 4.752%
and 5.252%, respectively.

   In addition, Freescale announced that it is extending the
expiration date for the offers from 5:00 p.m. prevailing Eastern Time
on November 21, 2006 to 5:00 p.m. prevailing Eastern Time on November
27, 2006.

   The tender offer consideration that will be payable in respect of
any such 2011 notes and 2014 notes validly tendered subsequent to the
consent date, but on or prior to 5:00 p.m., prevailing Eastern Time on
November 27, 2006, and accepted for purchase by Freescale will be an
amount equal to the total consideration minus the $30.00 consent
payment per $1,000 principal amount of 2011 notes and 2014 notes. In
addition to the total consideration or the tender offer consideration,
as applicable, Freescale will pay accrued and unpaid interest up to,
but not including, the settlement date for all such 2011 notes and
2014 notes purchased in the offers.

   The tender offers remain open and are scheduled to expire on the
above expiration date, unless extended or earlier terminated. The
tender offers are subject to the satisfaction of certain conditions,
including the receipt of specified financing, the consummation of the
merger pursuant to the previously announced Agreement and Plan of
Merger dated as of September 15, 2006, by and among Freescale,
Firestone Holdings LLC and Firestone Acquisition Corporation and
certain other customary conditions.

   Freescale has engaged Credit Suisse Securities (USA) LLC and
Citigroup Corporate and Investment Banking to act as dealer managers
in connection with the tender offers and solicitation agents in
connection with the consent solicitations. Any questions or requests
for assistance may be directed to either Credit Suisse Securities
(USA) LLC by telephone at [phone] (U.S. toll-free) or (212)
325-7596 (collect), or Citigroup Corporate and Investment Banking by
telephone at [phone] (U.S. toll-free) or [phone]
(collect). D.F. King & Co., Inc. has been retained as Tender Agent and
as Information Agent in connection with the tender offers and consent
solicitations. Requests for additional copies of the Statement or any
other document may be directed to D.F. King & Co., Inc. by telephone
at [phone] (U.S. toll-free), or in writing at 48 Wall Street,
New York, New York 10005.

   The tender offers and consent solicitations are being made solely
by means of Freescale's Offer to Purchase and Consent Solicitation
Statement, dated October 23, 2006. Under no circumstances shall this
press release constitute an offer to purchase or the solicitation of
an offer to sell the notes or any other securities of Freescale. In
any jurisdiction where the laws require the tender offers or consent
solicitations to be made by a licensed broker or dealer, the tender
offers or consent solicitations shall be deemed made on behalf of
Freescale by Credit Suisse Securities (USA) LLC or Citigroup Global
Markets Inc. or one or more registered brokers or dealers under the
laws of such jurisdiction.

   About Freescale Semiconductor

   Freescale Semiconductor, Inc. is a global leader in the design and
manufacture of embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets. Freescale became a
publicly traded company in July 2004. The company is based in Austin,
Texas, and has design, research and development, manufacturing or
sales operations in more than 30 countries. Freescale, a member of the
S&P 500(R), is one of the world's largest semiconductor companies with
2005 sales of $5.8 billion (USD).

   www.Freescale.com

   Freescale(TM) and the Freescale logo are trademarks of Freescale
Semiconductor, Inc. The Power Architecture and Power.org wordmarks and
the Power and Power.org logos and related marks are trademarks and
service marks licensed by Power.org. All other product or service
names are the property of their respective owners.

   Caution Regarding Forward-Looking Statements

   This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by words such as expects,
anticipates, plans, believes, estimates, will or words of similar
meaning and include statements regarding the plans and expectations
for the future. The forward-looking statements contained in this press
release include statements about the consideration for each series of
notes and the anticipated timing of the tender offers. Forward-looking
statements are based on management's current expectations and
assumptions, which are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and could cause
actual outcomes to differ materially from the expectations of
Freescale and its management. The following factors, among others,
could cause actual results to differ materially from those described
in the forward-looking statements: risks associated with uncertainty
as to whether the tender offers will be completed, costs and potential
litigation associated with the tender offers, the inability to obtain
or meet specific conditions imposed for the tender offers, the failure
of to meet the closing conditions and to consummate the merger, the
extent and timing of regulatory approvals and the risk factors
discussed from time to time by Freescale in reports filed with the
Securities and Exchange Commission (the "SEC"). We urge you to
carefully consider the risks which are described in Freescale's Annual
Report on Form 10-K for the year ended December 31, 2005, Quarterly
Report on Form 10-Q for the quarter ended September 29, 2006 and in
Freescale's other SEC filings. Freescale undertakes no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future developments or otherwise.