Motorola, Inc. and Consolidated Subsidiaries Management is responsible for the preparation, integrity and objectivity of the consolidated financial statements and other financial information presented in this report. The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles, applying certain estimates and judgments as required. Motorola's internal controls are designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard, verify and maintain accountability of assets. Such controls are based on established written policies and procedures, are implemented by trained, skilled personnel with an appropriate segregation of duties and are monitored through a comprehensive internal audit program. These policies and procedures prescribe that the Company and all its employees are to maintain the highest ethical standards and that its business practices throughout the world are to be conducted in a manner which is above reproach. KPMG Peat Marwick LLP, independent auditors, are retained to audit Motorola's financial statements. Their accompanying report is based on audits conducted in accordance with generally accepted auditing standards, which includes the consideration of the Company's internal controls to establish a basis for reliance thereon in determining the nature, timing and extent of audit tests to be applied. The Board of Directors exercises its responsibility for these financial statements through its Audit Committee, which consists entirely of independent non-management Board members. The Audit Committee meets periodically with the independent auditors and with the Company's internal auditors, both privately and with management present, to review accounting, auditing, internal controls and financial reporting matters. Gary L. Tooker Vice Chairman and Chief Executive Officer Carl F. Koenemann Executive Vice President and Chief Financial Officer

The Board of Directors and Stockholders of Motorola, Inc.: We have audited, in accordance with generally accepted auditing standards, the consolidated balance sheets of Motorola, Inc. and consolidated subsidiaries as of December 31, 1995 and 1994, and the related statements of consolidated earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, appearing in the appendix to the proxy statement for the 1996 Annual Meeting of Shareholders of the Corporation (not presented herein); and in our report dated January 9, 1996, except for Note 6, which is as of February 16, 1996, also appearing in that proxy statement appendix, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed con- solidated financial statements is fairly presented, in all material respects, in relation to the consolidated financial statements from which it has been derived. KPMG Peat Marwick LLP Chicago, Illinois February 16, 1996