Motorola Solutions, Inc. — Director's Dealing 2004

Jul 15, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FREESCALE SEMICONDUCTOR INC (FSL)
CIK: 0001272547
Period of Report: 2004-07-15

Reporting Person: MOTOROLA INC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (278378378)		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 any distribution of Class B Common Stock to Motorola common stockholders in a transaction (including any distribution in exchange for Motorola shares or securities) intended to qualifiy as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any successor statute ("Tax-Free Spin-Off"), shares of Class B Common Stock will no longer be convertible into shares of Class A Common Stock.

F2: All shares of Class B Common Stock automatically convert into Class A Common Stock if a Tax-Free Spin-Off has not occurred and the number of outstanding shares of Class B Common Stock benefically owned by Motorola and its affiliates (excluding the issuer and its subsidiaries) falls below 50% of the aggregate number of outstanding shares of common stock.

F3: Any conversions are effected on a one-for-one basis.