SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the ten months ended: December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number: 1-5442
---------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
-------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
General Instrument Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3575653
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
181 West Madison Street, Chicago, Illinois 60602
------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 541-5000
---------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
Financial Statements as of and for the Ten-Month
Period Ended December 31, 1994 and Supplemental
Schedules as of and for the Ten-Month Period Ended
December 31, 1994 and Independent Auditors' Report
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits as of
December 31, 1994, with Fund Information
Statement of Changes in Net Assets Available for Benefits
for the Ten-Month Period Ended December 31, 1994, with
Fund Information
Notes to Financial Statements for the Ten-Month Period
Ended December 31, 1994
SUPPLEMENTAL SCHEDULES:
Item 27a -Schedule of Assets Held for Investment Purposes
as of December 31, 1994
Item 27d - Schedule of Reportable Transactions for the
Ten-Month Period Ended December 31, 1994
Note: Supplemental Schedules are included for filing with the
Annual Return on Form 5500. Supplemental Schedules not included
herein are omitted due to the absence of conditions under which
they would be required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
General Instrument (Puerto Rico), Inc. Savings Plan:
We have audited the accompanying statement of net assets available for
benefits of General Instrument (Puerto Rico), Inc. Savings Plan (the
"Plan") as of December 31, 1994, and the related statement of changes
in net assets available for benefits for the ten-month period then
ended. These financial statements are the responsibility of the
Plan's Administrative Committee. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly in all
material respects, the net assets available for benefits of the Plan
as of December 31, 1994, and the changes in net assets available for
benefits for the ten-month period then ended, in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of (1) assets held for investment purposes as of December
31, 1994 and (2) reportable transactions for the ten-month period
ended December 31, 1994 are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental information by fund is presented for the purpose of
additional analysis of the basic financial statements rather than to
present information regarding the net assets available for benefits
and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements.
The supplemental schedules and fund information are the responsibility
of the Plan's Administrative Committee. Such supplemental schedules
and fund information have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche
- -----------------------
Deloitte & Touche
Parsippany, New Jersey
June 19, 1995
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
Fund
Information
<CAPTION> Vanguard
General Vanguard World Fund-
Instrument Vanguard World Intern-
Corportion Investment Index VMMR VFISF Vanguard Fund-U.S ational
Common Contract Wellington 500 Federal GNMA STAR Growth Growth Un-
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio allocated Total
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, $ 123,322 $ 28,388 $ 79,862 $ 55,636 $9,791 $22,365 $ 22,131 $ 12,869 $ 22,647 $ - $377,011
at fair value
Contributions
receivable:
Employees 1,412 3,306 9,662 6,818 1,317 3,039 3,173 1,556 1,906 - 32,189
Employer 14,633 - - - - - - - - 18,045 32,678
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
Total
assets 139,367 31,694 89,524 62,454 11,108 25,404 25,304 14,425 24,553 18,045 441,878
LIABILITIES:
Accrued
liabilities 167 167 167 167 167 167 167 167 167 - 1,503
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 139,200 $ 31,527 $ 89,357 $ 62,287 $ 10,941 $ 25,237 $ 25,137 $ 14,258 $ 24,386 $ 18,045 $ 440,375
========== ========== ========== ========= ========= ========= ======== ========= ========== ========= =========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
TEN-MONTH PERIOD ENDED DECEMBER 31, 1994
Fund
Information
<CAPTION>
General Vanguard World Fund-
Instrument Vanguard World Intern-
Corportion Investment Index VMMR VFISF Vanguard Fund-U.S. ational
Common Contract Wellington 500 Federal GNMA STAR Growth Growth Un-
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio allocated Total
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employees $ 10,508 $ 31,831 $ 91,733 $ 61,616 $ 12,505 $ 25,692 $25,476 $ 15,758 $ 20,596 $ - $295,715
Employer 124,329 - - - - - - - - 18,045 142,374
Other - - 893 298 - 893 - 447 447 - 2,978
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
Net contri-
butions 134,837 31,831 92,626 61,914 12,505 26,585 25,476 16,205 21,043 18,045 441,067
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
INVESTMENT
INCOME:
Interest - 616 - - - - - - - - 616
Dividends - - 1,924 1,068 183 629 1,003 134 272 - 5,213
Net gain
(loss) on
investments 4,331 - (1,749) (359) - (358) (983) 287 (810) - 359
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
Net
investment
income 4,331 616 175 709 183 271 20 421 (538) - 6,188
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
Total
additions 139,168 32,447 92,801 62,623 12,688 26,856 25,496 16,626 20,505 18,045 447,255
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
DISTRIBUTIONS 592 387 586 - 410 202 - - - - 2,177
ADMINISTRATIVE
EXPENSES 1,252 533 792 589 302 323 359 271 282 - 4,703
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
Total
deductions 1,844 920 1,378 589 712 525 359 271 282 - 6,880
TRANSFER
(TO) FROM
OTHER FUNDS 1,876 - (2,066) 253 (1,035) (1,094) - (2,097) 4,163 - -
---------- ---------- ---------- --------- --------- --------- -------- --------- ---------- --------- ---------
NET ASSETS
AVAILABLE
FOR BENEFITS,
END OF
PERIOD $ 139,200 $ 31,527 $ 89,357 $ 62,287 $ 10,941 $ 25,237 $ 25,137 $ 14,258 $ 24,386 $ 18,045 $440,375
========== ========== ========== ========= ========= ========= ======== ========= ========== ========= =========
See notes to financial statements.
</TABLE>
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
TEN-MONTH PERIOD ENDED DECEMBER 31, 1994
A. DESCRIPTION OF THE PLAN
1. General - The General Instrument (Puerto Rico), Inc. Savings
Plan (the "Plan"), was established and effective, March 1,
1994, and is an employee contributory program to encourage long-
term savings by eligible employees of General Instrument
(Puerto Rico), Inc. (the "Company") through a systematic
program of salary deductions. The Company is a subsidiary of
General Instrument Corporation, a holding company whose stock
is traded on the New York Stock Exchange. The employee may
elect to have compensation reduced by, and authorize the
Company to contribute to the Plan on his or her behalf, a
Matched Participant Contribution of 1%, 2%, 3%, 4%, 5% or 6% of
compensation for each payroll period. Compensation represents
the participant's base salary or wages, without reduction for
his or her Matched or Unmatched Participant Contributions to
the Plan and Section 165(e) of the Puerto Rico Income Tax Act
of 1954, as amended ("PRITA"), contributions, and excluding any
other form of additional compensation such as overtime pay,
commissions, bonuses or incentive compensation. Each Plan
year, the Company will contribute to the Plan, on behalf of the
employee, a Matching Employer Contribution equal to 50% of the
employee's Matched Participant Contribution (see Note A.6.).
In addition, an employee who has elected a Matched Participant
Contribution rate of 6% may elect to further reduce
compensation, and authorize the Company to contribute to the
Plan on his or her behalf, an Unmatched Participant
Contribution of 1%, 2%, 3% or 4% of the employee's compensation
for each payroll period. The contribution limitation for
employee Matched and Unmatched Participant Contributions is
$7,000 less any elective contributions under another defined
benefit plan or defined contribution plan excluded from the
participant's gross income.
An employee may also contribute to the Plan a Rollover Amount
provided the Administrative Committee of the Plan is satisfied
that the amount to be rolled over to the Plan constitutes a
Rollover Amount under PRITA. Such contributions are classified
as "other" in the statement of changes in net assets available
for benefits.
PRITA requires that the Plan provisions do not discriminate in
favor of highly compensated employees. In order to determine
whether the Plan discriminates in such a manner, contribution
levels are reviewed using the Actual Deferral Percentage
("ADP") test. To comply with such 1994 requirements, the
Company has elected to fund a Qualified Non-Elective
Contribution to the Plan in the amount of $18,045 which must be
received by the Plan no later than December 31, 1995. Such
amount has been recorded as an unallocated contribution
receivable at December 31, 1994 and will be directed to the
investment funds upon receipt.
2. Eligibility - All persons employed by the Company (including
officers and directors who are employees) became eligible to
participate in the Plan as of March 1, 1994 or at any time
thereafter without satisfying any minimum period of qualifying
employment. All persons hired by the Company after March 1,
1994 became eligible to participate in the Plan on the date of
hire.
3. Vesting - A participant's interest in his or her participant
Contributions Account and any Rollover Contribution Account
(including all earnings on contributions to such accounts) are
immediately and fully vested at all times and not subject to
forfeiture. A participant's interest in his or her Employer
Contributions Account (including all earnings on such account)
will be 50% vested upon commencing employment, 75% vested upon
completing one year of employment, and 100% vested upon
completing two years of employment. Such years of employment
need not be consecutive.
Notwithstanding the foregoing, a participant becomes fully
vested in his or her Employer Contributions Account upon the
earlier of: (i) obtaining normal retirement date; (ii) total
disability or (iii) termination of employment by way of death.
4. Conditions of Distribution and Withdrawal - Distributions under
the Plan may be made upon a participant's death, total
disability, retirement or other termination of employment.
Prior to termination of employment, the participant may make
withdrawals from his or her accounts pursuant to the following:
(i) All or any portion of the balance in the Rollover
Contribution Account including investment income thereon.
(ii) All or any portion of the Matched Contribution Account,
the Unmatched Contribution Account, the Rollover
Contribution Account, and the vested portion of the Employer
Contribution Account, upon attaining age 59-1/2.
(iii) All or any portion of the Employer Contribution
Account, the Matched Contribution account excluding any
income or gain thereon, and the Unmatched Contribution
Account excluding any income or gain thereon, for reasons of
hardship subject to certain restrictions as defined in the
Plan document.
Except in the case of a financial hardship, withdrawals prior
to termination of employment are subject to the following
conditions: (i) no more than one request for a withdrawal may
be made during any six-month period; and (ii) a participant's
Matched and Unmatched Contributions and Employer Matching
Contributions shall be suspended for a period of six months
following receipt of the withdrawal.
Upon withdrawal from the Plan or after termination of
employment, the non-vested portion of a participant's account
will be forfeited. The forfeiture may be used to reduce future
employer contributions.
5. Loans - A participant is eligible to receive loans under the
Plan without a required period of prior participation in the
Plan. A participant may not have more than one loan from the
Plan outstanding at any one time. A separate loan fund has
been established to account for loans made from each specified
fund. As periodic principal and interest payments become due,
they are reallocated back to the specific funds from which the
loan was borrowed. However, no loans were issued by the Plan
during the ten-month period ended December 31, 1994.
The amount of a loan may not exceed the following amount:
(i) The lesser of 50% of the vested value of the participant's
accounts or $50,000.
(ii) Notwithstanding anything in (i) to the contrary, no
loan shall be made in a principal amount of less than $1,000
and the principal amount must be in increments of $100.
Interest is paid on the outstanding principal amount of each
loan at a fixed per annum rate equal to the prime lending rate
as published in the Wall Street Journal on the last business
day of each month plus 1-1/2%. This rate applies during the
full term of the loan and is not modified. Interest paid by a
participant is credited to his or her applicable account.
The term of the loan is fixed by the Administrative Committee
at the time the loan is made and may not be extended. All
loans are for a minimum term of one year and are in one year
increments. Any loan which is to be used to acquire a dwelling
unit which within a reasonable time is to be used as the
principal residence of the borrowing participant (a "residence
loan") must be repaid within the earlier of fifteen years or
disposition of such principal residence. Any other loan will
be treated as a "non-residence loan" and must be repaid within
a maximum of five years. A participant may repay all (but not
part) of any loan at any time without penalty by payment of the
outstanding principal amount thereof, plus unpaid accrued
interest to the date of repayment.
Regardless of its original maturity, the outstanding principal
amount of any loan and accrued interest thereon becomes
immediately due and payable sixty days following the date a
participant's employment with the Company terminates for any
reason whatsoever.
A loan, including interest thereon, is repaid by payroll
deductions under a fixed schedule which provides for interest
and amortization of principal in substantially level payments
over the term of the loan. As collateral for repayment of each
loan made to participant, such participant pledges the assets
of his or her Plan accounts.
6. Investment Funds - Banco Santander is the "Trustee" of the
Plan. Vanguard Fiduciary Trust Company ("Vanguard") is the
"Investment Manager" and recordkeeper of the Plan.
All Matching Employer Contributions and earnings thereon are
invested solely in The General Instrument Corporation Common
Stock Fund. The General Instrument Corporation Common Stock
Fund is also an investment option for participants. A
participant may elect to invest all Participant Contributions
or Rollover Amounts in one or any combination of the funds
described below, in whole multiples of 5% of the aggregate
amount of such contributions. A participant may elect to
transfer once each day all or any part of the aggregate value
in his or her accounts or his or her interest in one or more
investment fund or funds subject to rules restricting transfers
related to the Vanguard Investment Contract Trust. A
description of the funds are as follows:
General Instrument Corporation Common Stock Fund - Consists
principally of General Instrument Corporation common stock
(4,043 shares held at December 31, 1994) and temporary cash
investments.
Vanguard Investment Contract Trust (Common Collective Trust)
- Consisting of one or more guaranteed investment contracts
issued by insurance companies and banks.
Vanguard Wellington Fund (Registered Investment Company) -
Consisting of a portfolio of approximately 63% in common
stocks and 37% in fixed income securities (including
corporate and government bonds and money market
instruments).
Vanguard Index 500 Portfolio (Registered Investment Company)
- Consisting of a portfolio of the five-hundred stocks in the
Standard & Poor's 500 Composite Stock Price Index, each
individual stock being weighted relative to its total market
value and parallel to its representation in the Index.
VMMR Federal Portfolio (Registered Investment Company) -
Consisting of a portfolio of securities issued by the U.S.
Treasury and agencies of the U.S. Government with maturities
of one year or less.
VFISF GNMA Portfolio (Registered Investment Company) -
Consisting of a portfolio of fixed income securities
guaranteed by the U.S. Government and approximately 97% of
which is normally invested in Government National Mortgage
Association ("GNMA") certificates, the balance being
invested in temporary cash investments.
STAR Fund (Registered Investment Company) - Comprised of
investments in seven Vanguard equity funds and three
Vanguard fixed income funds. At December 31, 1994 the
percentage of STAR fund investments in equity and fixed
income funds was 62% and 38%, respectively.
World Fund - U.S. Growth Portfolio (Registered Investment
Company) - Consisting of a portfolio of United States
corporations' common stock.
World Fund - International Growth Portfolio (Registered
Investment Company) - Consisting of a portfolio of equity
securities of corporations located outside the United
States.
7. Income Tax Status - The Plan has been established and operated
to comply with Section 3165, Subchapter 9, Title 13 of the Laws
of the Commonwealth of Puerto Rico and the regulations
thereunder and to be exempt from tax under Section 165 of
PRITA. The Company has applied for a determination letter from
the Treasury Department of Puerto Rico. The Plan administrator
and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the
applicable requirements of PRITA. Therefore, no provision for
income taxes is included in the Plan's financial statements.
8. Plan Termination - While the Company has not expressed any
intent to terminate the Plan, it may do so at anytime.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Investments - Investments are stated at fair or market values.
The market value of General Instrument Corporation common stock
is based on the closing price as quoted on the New York Stock
Exchange. The investments in units of the Vanguard funds are
valued at the redemption prices established by the Investment
Manager, based upon its determination of the market value of
the underlying investments.
2. Administrative Expenses - The Plan provides that all expenses
shall be paid by the Plan unless the Company, at its sole
discretion, elects to pay such expenses without reimbursement.
3. Other - All security transactions are recorded on a trade date
basis. Net gains and losses on the disposal of investments in
each fund are computed using the average cost method based on
the beginning market value as carried forward from the end of
the prior plan year. Dividend income is recorded on the ex-
dividend date. Income from other investments is recorded as
earned on an accrual basis.
4. Benefit Claims - As prescribed by the American Institute of
Certified Public Accountant's Audit and Accounting Guide,
"Audits of Employee Benefit Plans," benefits payments are
recognized as reductions of Plan assets upon disbursement.
C. INVESTMENTS
<TABLE>
Investments held by the Trustee and Investment Manager at
December 31, 1994 were as follows:
<CAPTION>
Name of Number Fair
Issuer and of Historical Fair Value
Title of Issues Units Cost Value Per Unit
- --------------------------- ------- ---------- -------- --------
<S> <C> <C> <C> <C>
General Instrument
Corporation
Common Stock Fund 3,132 $119,098 $123,322 $39.37
Vanguard:
Investment Contract Trust 28,388 28,388 28,388 1.00
Wellington Fund 4,119 81,638 79,862 19.39
Index 500 Portfolio 1,295 56,005 55,636 42.97
VMMR Federal Portfolio 9,791 9,791 9,791 1.00
VFISF GNMA Portfolio 2,335 22,716 22,365 9.58
STAR Fund 1,756 23,116 22,131 12.60
U.S. Growth Portfolio 839 12,665 12,869 15.33
International Growth
Portfolio 1,686 23,459 22,647 13.43
</TABLE>
* * * * * *
<PAGE>
SUPPLEMENTAL SCHEDULES
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<CAPTION>
Description
Name of Issuer of Number of Current
and Title of Issue Investment Units Cost Value
- ------------------------------ --------------------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
General Instrument Corporation Common Stock and
Common Stock Fund Temporary Cash
Investments 3,132 $119,098 $ 123,322
Vanguard:
Investment Contract Trust Common/Collective
Trust 28,388 28,388 28,388
Wellington Fund Shares of Registered
Investment Company 4,119 81,638 79,862
Index 500 Portfolio Shares of Registered
Investment Company 1,295 56,005 55,636
VMMR Federal Portfolio Shares of Registered
Investment Company 9,791 9,791 9,791
VFISF GNMA Portfolio Shares of Registered
Investment Company 2,335 22,716 22,365
STAR Fund Shares of Registered
Investment Company 1,756 23,116 22,131
U.S. Growth Portfolio Shares of Registered
Investment Company 839 12,665 12,869
International Growth Shares of Registered
Portfolio Investment Company 1,686 23,459 22,647
---------- ---------
TOTAL ASSETS HELD
FOR INVESTMENT
PURPOSES $376,876 $ 377,011
========== ==========
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
TEN MONTH PERIOD ENDED DECEMBER 31, 1994
Number Purchase Number
of Price or of Selling Realized
Investment Purchases Contribution Sales Price Gain (Loss)
- ------------------------------ --------- ------------ ------- ------- -----------
<S> <C> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund 10 $120,978 6 $1,986 $ 106
Vanguard:
Investment Contract Trust 18 29,141 4 753 -
Wellington Fund 13 84,889 6 3,278 27
Index 500 Portfolio 14 56,417 3 422 10
VMMR Federal Portfolio 20 11,427 5 1,636 -
VFISF GNMA Portfolio 22 24,175 5 1,452 (7)
STAR Fund 11 23,306 3 193 3
U.S. Growth Portfolio 10 14,783 4 2,201 83
International Growth
Portfolio 11 23,573 3 115 1
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
General Instrument (Puerto Rico), Inc. Savings Plan
---------------------------------------------------
Date: June 29, 1995 /s/ Susan M. Meyer
------------------ -------------------------------------------
Susan M. Meyer
Member of the General Instrument Corporation
Employee Benefits Administrative Committee
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No.(s) 33-60498, 33-61820, 33-50911, 33-52189, 33-
54923, 33-55595 and 33-57737 of General Instrument Corporation on
Form(s) S-8 of our report dated June 19, 1995 appearing in and
incorporated by reference in this Annual Report on Form 11-K of
General Instrument (Puerto Rico), Inc. Savings Plan for the ten-
month period ended December 31, 1994.
/s/Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 19, 1995
