UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2005 FREESCALE SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) Delaware 001-32241 20-0443182 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 6501 William Cannon Drive West, Austin, Texas 78735 (Address of principal executive offices, including zip code) (512) 895-2000 (Registrant's telephone number, including area code) NA (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2--Financial Information. Item 2.02. Results of Operations and Financial Condition. On January 18, 2005, Freescale Semiconductor, Inc. (the "Company") issued a press release announcing our financial results for our fiscal year ended December 31, 2004. A copy of our press release is attached as Exhibit 99.1 to this report. Item 5.02 Departure of Directors or Principal Officers: Election of Directors; Appointment of Principal Officers (b) The Company issued a press release on January 18, 2005, announcing that Scott Anderson, President and Chief Operating Officer, will end his employment with the Company effective February 12, 2005. Section 9--Financial Statements and Exhibits. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Freescale Semiconductor, Inc., dated January 18, 2005. 99.2 Press release of Freescale Semiconductor, Inc. dated January 18, 2005, announcing that Scott Anderson will end his employment with the company. The information in Item 2.02 above and the attached exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FREESCALE SEMICONDUCTOR, INC. By: /s/ John D. Torres -------------------------------------- Name: John D. Torres Title: Senior Vice President, General Counsel and Secretary Date: January 18, 2005. Exhibit Index Exhibit Number Description --------------- --------------------------------------------------- 99.1 Press release of Freescale Semiconductor, Inc., dated January 18, 2005. 99.2 Press release of Freescale Semiconductor, Inc. dated January 18, 2005, announcing that Scott Anderson will end his employment with the company.