Motorola Solutions, Inc. — Director's Dealing 2004

Nov 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FREESCALE SEMICONDUCTOR INC (FSL)
CIK: 0001272547
Period of Report: 2004-11-26

Reporting Person: MOTOROLA INC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-23	Class B Common Stock	$	J	8399719	Disposed		Class A Common Stock (8399719)	Direct
2004-11-26	Class B Common Stock	$	J	269978659	Disposed		Class A Common Stock (269978659)	Direct

Footnotes

F1: Each share of Class B Common Stock is convertible while beneficially owned by Motorola or any of its affiliates (excluding issuer and its subsidiaries) at the option of the holder into one share of Class A Common Stock. Following the distribution described in footnote 3. below, the Class B Common Stock will no longer be convertible into shares of Class A Common Stock. Any conversions are effected on a one-for-one basis.

F2: Freescale Semiconductor, Inc. ("FSL"), in connection with its initial public offering in July 2004 granted an over-allotment option to the underwriters with respect to 18,243,243 shares of Class A Common Stock. The over-allotment option was exercised in part for 8,399,719 shares of Class A Common Stock. Pursuant to the terms of the Master Separation and Distribution Agreement between Motorola and FSL, entered into as of April 4, 2004, as supplemented, Motorola returned to FSL a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock issued upon exercise of such option and the cash proceeds received by FSL in respect to such exercise by the underwriters (net of underwriting discounts and commissions) was distributed in cash by FSL to Motorola on July 23, 2004.

F3: Motorola on December 2, 2004 is distributing shares of Class B Common Stock on a pro rata basis to its stockholders of record on November 26, 2004.