PROXY STATEMENT
MANAGEMENT'S
DISCUSSION
AND ANALYSIS
1996 CONSOLIDATED
FINANCIAL STATEMENTS
AND NOTES
PLACE OF MEETING:
The Cotillion
360 Creekside Drive
Palatine, Illinois 60067
To the Stockholders:
Notice is hereby given that the annual meeting of stockholders of Motorola, Inc. (the "Company" or "Motorola"), a Delaware corporation, will be held at The Cotillion, 360 Creekside Drive, Palatine, Illinois 60067 on Tuesday, May 6, 1997 at 5:00 P.M., local time, for the following purposes:
1. To elect directors for the ensuing year;
2. To act upon such other matters, as may properly come before the meeting.
Only stockholders of the Company of record at the close of business on March 14, 1997 will be entitled to vote at the meeting.
Please note that attendance at the meeting will be limited to stockholders of Motorola as of
the record date
(or their authorized representatives) holding admission tickets or other evidence of
ownership. The admission ticket is detachable from your proxy card. If your shares are held
by a bank or broker, please bring to the meeting your bank or broker statement evidencing
your beneficial ownership of Motorola stock to gain admission to the meeting.
Stockholders are requested to vote their proxies by telephone as described in the enclosed instruction card (if they are stockholders of record) or, date, sign and mail their proxies in the form enclosed even though they now plan to attend the meeting. If stockholders are present at the meeting, their proxies may be withdrawn, whether previously voted by telephone or by mail, and they may vote personally on all matters brought before the meeting.
By order of the Board of Directors
A. Peter Lawson
Secretary
March 21, 1997
We hope you will attend the stockholders' meeting. In order that there may be a proper
representation at the meeting, stockholders are requested to vote their proxies either by
telephone (if they are stockholders of record) or by sending the proxy cards in the enclosed
envelope which requires no postage if mailed in the United States. Attention to this request
will reduce the Company's expense in soliciting proxies.