Exhibit 99.2

Motorola, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(In millions, except per share amounts)

	For the Nine Months Ended October 2, 2004
	Historical			Adjustments					Pro Forma
Net sales	$	25,885			($4,287	)	(A	)
					883		(B	)	$	22,481
Costs of sales		16,725			(2,662	)	(A	)
					876		(B	)		14,939
Gross margin		9,160								7,542
Selling, general and administrative expenses		3,736			(654	)	(A	)
					26		(C	)		3,108
Research and development expenditures		2,956			(720	)	(A	)
					8		(C	)		2,244
Reorganization of businesses		5			10		(A	)		15
Freescale separation costs		69			(69	)	(A	)		—
Other charges (income)		9			52		(A	)		61
Operating earnings		2,385								2,114
Other income (expense):
Interest expense, net		(180	)		5		(A	)		(175	)
Gains on sales of investments and businesses, net		391			(43	)	(A	)		348
Minority interest		(46	)		30		(A	)		(16	)
Other		(107	)		5		(A	)		(102	)
Total other income (expense)		58								55
Earnings before income taxes		2,443								2,169
Income tax expense (benefit)		1,558			(892	)	(A	)
					(9	)	(D	)		657
Net earnings	$	885							$	1,512
Historical earnings per common share
Basic	$	0.38
Diluted	$	0.37
Pro forma earnings per common share
Basic									$	0.64
Diluted									$	0.63
Weighted average common shares outstanding
Basic		2,349.6								2,349.6
Diluted		2,393.8								2,393.8

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

Motorola, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(In millions, except per share amounts)

	For the Year Ended December 31, 2003
	Historical			Adjustments					Pro Forma
Net sales	$	27,058			($4,864	)	(A	)
					961		(B	)	$	23,155
Costs of sales		18,101			(3,451	)	(A	)
					938		(B	)		15,588
Gross margin		8,957								7,567
Selling, general and administrative expenses		4,073			(642	)	(A	)
					98		(C	)		3,529
Research and development expenditures		3,771			(1,005	)	(A	)
					33		(C	)		2,799
Reorganization of businesses		86			(63	)	(A	)		23
Other charges (income)		(57	)							(57	)
Operating earnings		1,084								1,273
Other income (expense):
Interest expense, net		(295	)		5		(A	)		(290	)
Gains on sales of investments and businesses, net		643			(104	)	(A	)		539
Other		(139	)		(3	)	(A	)		(142	)
Total other income (expense)		209								107
Earnings before income taxes		1,293								1,380
Income tax expense (benefit)		400			87		(A	)
					(39	)	(D	)		448
Net earnings	$	893							$	932
Historical earnings per common share
Basic	$	0.38
Diluted	$	0.38
Pro forma earnings per common share
Basic									$	0.40
Diluted									$	0.40
Weighted average common shares outstanding
Basic		2,321.9								2,321.9
Diluted		2,351.2								2,351.2

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

Motorola, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of October 2, 2004
(In millions, except per share amounts)

	Historical			Adjustments					Pro Forma
Assets
Cash and cash equivalents	$	10,801		$	(2,173	)	(E	)	$	8,628
Short-term investments		152								152
Accounts receivable, net		5,367			(327	)	(E	)		5,040
Inventories, net		3,191			(713	)	(E	)		2,478
Deferred income taxes		1,098			(14	)	(E	)		1,084
Other current assets		1,381			(214	)	(E	)		1,167
Total current assets		21,990								18,549
Property, plant and equipment, net		4,550			(2,238	)	(E	)		2,312
Investments		2,894			(34	)	(E	)		2,860
Deferred income taxes		2,975			(21	)	(E	)		2,954
Other assets		2,141			(288	)	(E	)		1,853
Total assets	$	34,550							$	28,528
Liabilities and Stockholders’ Equity
Notes payable and current portion of long-term debt	$	336			(4	)	(E	)	$	332
Accounts payable		3,332			(249	)	(E	)		3,083
Accrued liabilities		6,925			(482	)	(E	)		6,443
Total current liabilities		10,593								9,858
Non-current deferred tax		—								—
Long-term debt		6,259			(1,250	)	(E	)		5,009
Intercompany debt		—			(2,972	)	(E	)
					2,972		(F	)		—
Other liabilities		2,548			(191	)	(E	)		2,357
Minority interest		1,303			(1,246	)	(E	)		57
Stockholders’ Equity
Preferred stock, $100 par value		—								—
Common stock, $3 par value		7,096								7,096
Additional paid-in capital		3,154								3,154
Retained earnings		3,705			513		(E	)
					(3,114	)	(F	)		1,104
Non-owner changes to equity		(108	)		(141	)	(E	)
					142		(F	)		(107	)
Total stockholders’ equity		13,847								11,247
Total liabilities and stockholders’ equity	$	34,550							$	28,528

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

Motorola, Inc. and Subsidiaries
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(A)	Represents the deletion of the financial results of Freescale Semiconductor, formerly the Company’s Semiconductor Products Segment, which are included in the historical financial results of Motorola.
(B)	Represents the removal of intercompany sales eliminations and the related intercompany profits attributable to sales between Freescale Semiconductor and other Motorola businesses.
(C)	Adds back general corporate allocated expenses which were previously included in the financial results of Freescale Semiconductor (included in footnote (A) above).
(D)	Represents the tax effect of the pro forma adjustments impacting the earnings (loss) before income taxes discussed in (B) and (C) above.
(E)	Represents the deletion of the net assets of Freescale Semiconductor which are included in the historical financial results of Motorola.
(F)	Represents the forgiveness of the intercompany indebtedness of Freescale Semiconductor to Motorola.