SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 15, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
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.)
8770 West Bryn Mawr Avenue Chicago, Illinois 60631
--------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 695-1000
--------------
(Registrant's telephone number, including area code)
AMENDMENT NO. 1
TO FORM 10-K
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
Year Ended December 31, 1995, as set forth in the pages attached hereto.
Exhibit 99(a) Form 11-K, Annual Report of the General Instrument Corporation
Savings Plan
Exhibit 99(b) Form 11-K, Annual Report of the General Instrument (Puerto
Rico), Inc. Savings Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on behalf of the
undersigned, thereunto duly authorized.
GENERAL INSTRUMENT CORPORATION
By: /s/Paul J. Berzenski
-----------------------------
Paul J. Berzenski
Vice President and Controller
DATE: June 28, 1996
Exhibit 99(a)
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 fiscal year ended: December 31, 1995
-----------------
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 CORPORATION 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.)
8770 West Bryn Mawr Avenue Chicago, Illinois 60631
--------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 695-1000
--------------
(Registrant's telephone number, including area code)
<PAGE>
GENERAL INSTRUMENT CORPORATION
SAVINGS PLAN
Financial Statements as of and for the
Years Ended December 31, 1995 and 1994,
Supplemental Schedules as of and for the
Year Ended December 31, 1995, and
Independent Auditors' Report
<PAGE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 1995 and 1994, with Supplemental Fund Information 2-3
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995 and 1994, with
Supplemental Fund Information 4-5
Notes to Financial Statements for the Years Ended
December 31, 1995 and 1994 6-11
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 12
Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1995 13
INDEPENDENT AUDITORS' CONSENT
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 Corporation Savings Plan
We have audited the accompanying statements of net assets available for benefits
of General Instrument Corporation Savings Plan (the "Plan") as of December 31,
1995 and 1994, and the related statements of changes in net assets available for
benefits for the years 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 audits.
We conducted our audits 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 audits provide 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,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
Our audits were 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, 1995 and (2) reportable
transactions for the year ended December 31, 1995 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 as
of December 31, 1995 and 1994, and for the years then ended, 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 audits 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 LLP
- -------------------------
Deloitte & Touche LLP
June 19, 1996
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
General Vanguard
Instrument Vanguard Vanguard Vanguard Intern-
Corporation Investment Index VMMR - VFISF - Vanguard U.S. ational
Common Contract Wellington Trust - 500 Federal GNMA STAR Growth Growth
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio
---------- --------- ---------- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock
and temporary cash .... $14,363,809 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Common/collective trust . -- 6,551,207 -- -- -- -- -- -- --
Shares of registered
investment company .... -- -- 11,724,173 10,783,610 7,948,955 4,138,902 1,343,678 1,586,152 1,802,793
Participant loans ....... -- -- -- -- -- -- -- -- --
Loans receivable 11,422 5,363 9,187 7,498 6,510 3,187 1,042 1,552 1,756
Contributions receivable:
Employees ............... 81,766 42,791 107,414 133,348 50,128 36,095 32,662 49,644 42,358
Employer ................ 217,602 -- -- -- -- -- -- -- --
---------- --------- ---------- ---------- --------- --------- --------- --------- ---------
Total assets ..... 14,674,599 6,599,361 11,840,774 10,924,456 8,005,593 4,178,184 1,377,382 1,637,348 1,846,907
LIABILITIES:
Accrued liabilities 3,355 3,355 3,355 3,355 3,355 3,355 3,355 3,355 3,355
----------- ----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS .............. $14,671,244 $ 6,596,006 $11,837,419 $10,921,101 $8,002,238 $4,174,829 $1,374,027 $1,633,993 $1,843,552
=========== =========== =========== =========== ========== ========== ========== ========== ==========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
Loan
Fund Total
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock
and temporary cash ....................... $ -- $14,363,809
Common/collective trust .................. -- 6,551,207
Shares of registered
investment company ....................... -- 39,328,263
Participant loans ........................ 1,707,980 1,707,980
Loans receivable ......................... -- 47,517
Contributions receivable:
Employees ................................ -- 576,206
Employer ................................. -- 217,602
----------- -----------
Total assets ............................. 1,707,980 62,792,584
LIABILITIES:
Accrued liabilities ...................... -- 30,195
----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS ............................. $ 1,707,980 $62,762,389
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
General Vanguard
Instrument Vanguard Vanguard Vanguard Intern-
Corporation Investment Index VMMR - VFISF - Vanguard U.S. ational
Common Contract Wellington Trust - 500 Federal GNMA STAR Growth Growth
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio
---------- --------- --------- --------- --------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock
and temporary cash ........ $13,036,895 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Common/collective trust ... -- 6,697,621 -- -- -- -- -- -- --
Shares of registered
investment company ........ -- -- 8,727,391 7,350,425 8,435,460 3,740,274 827,482 656,447 1,414,238
Participant loans ......... -- -- -- -- -- -- -- -- --
Loans receivable .......... 8,835 4,601 8,038 6,819 5,307 3,623 732 849 933
Contributions receivable:
Employees ................. 56,688 45,830 105,345 107,079 57,694 41,709 23,535 21,359 31,538
Employer .................. 184,004 -- -- -- -- -- -- -- --
---------- --------- --------- --------- --------- --------- ------- ------- ---------
Total assets .............. 13,286,422 6,748,052 8,840,774 7,464,323 8,498,461 3,785,606 851,749 678,655 1,446,709
LIABILITIES:
Accrued liabilities 3,278 3,278 3,278 3,278 3,278 3,278 3,278 3,278 3,278
---------- --------- --------- --------- --------- --------- ------- ------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS .............. $13,283,144 $ 6,744,774 $ 8,837,496 $ 7,461,045 $ 8,495,183 $ 3,782,328 $ 848,471 $ 675,377 $ 1,443,431
=========== =========== =========== =========== =========== =========== ========== ========= ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
Loan
Fund Total
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock
and temporary cash ....................... $ -- $13,036,895
Common/collective trust .................. -- 6,697,621
Shares of registered
investment company ....................... -- 31,151,717
Participant loans ........................ 1,318,416 1,318,416
Loans receivable ......................... -- 39,737
Contributions receivable:
Employees ................................ -- 490,777
Employer ................................. -- 184,004
----------- -----------
Total assets ............................. 1,318,416 52,919,167
LIABILITIES:
Accrued liabilities ...................... -- 29,502
----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS ............................. $ 1,318,416 $52,889,665
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL
FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
General
Instrument Vanguard Vanguard Vanguard Vanguard
Corporation Investment Index VMMR - VFISF - Vanguard U.S. International
Common Contract Wellington Trust - 500 Federal GNMA STAR Growth Growth
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employees ....................$ 772,548 $ 522,998 $ 1,284,060 $ 1,407,447 $ 658,698 $ 483,932 $ 332,356 $ 430,433 $ 433,715
Employer ..................... 2,351,509 -- -- -- -- -- -- -- --
Other ........................ 229,582 273,735 263,820 349,553 138,511 92,346 99,440 201,916 122,847
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net contributions ............ 3,353,639 796,733 1,547,880 1,757,000 797,209 576,278 431,796 632,349 556,562
----------- ---------- ----------- ---------- ---------- ---------- ---------- ---------- ----------
INVESTMENT INCOME:
Interest ..................... -- -- -- -- -- -- -- -- --
Dividends .................... -- 411,158 582,722 246,529 482,225 301,167 91,488 62,265 47,617
Net gain (loss) on investments (2,737,139) -- 2,345,472 2,634,169 -- 346,463 167,021 305,483 155,861
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Net investment income (loss) . (2,737,139) 411,158 2,928,194 2,880,698 482,225 647,630 258,509 367,748 203,478
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Total additions .............. 616,500 1,207,891 4,476,074 4,637,698 1,279,434 1,223,908 690,305 1,000,097 760,040
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
DISTRIBUTIONS ................ 1,376,452 726,950 772,738 932,949 1,055,006 655,953 83,794 112,181 241,159
ADMINISTRATIVE EXPENSES ...... 22,726 6,681 11,685 11,077 9,782 4,655 2,145 2,505 2,549
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
Total deductions ............. 1,399,178 733,631 784,423 944,026 1,064,788 660,608 85,939 114,686 243,708
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
TRANSFER FROM (TO) OTHER FUNDS 2,170,778 (623,028) (691,728) (233,616) (707,591) (170,799) (78,810) 73,205 (116,211)
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) ...... 1,388,100 (148,768) 2,999,923 3,460,056 (492,945) 392,501 525,556 958,616 400,121
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR .. 13,283,144 6,744,774 8,837,496 7,461,045 8,495,183 3,782,328 848,471 675,377 1,443,431
----------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ........$14,671,244 $6,596,006 $11,837,419 $10,921,101 $8,002,238 $4,174,829 $1,374,027 $1,633,993 $1,843,552
=========== ========== =========== =========== ========== ========== ========== ========== ==========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
Loan
Fund Total
----------- -----------
<S> <C> <C>
CONTRIBUTIONS:
Employees .................................. $ -- $ 6,326,187
Employer ................................... -- 2,351,509
Other ...................................... -- 1,771,750
----------- -----------
Net contributions .......................... -- 10,449,446
----------- -----------
INVESTMENT INCOME:
Interest ................................... 130,638 130,638
Dividends .................................. -- 2,225,171
Net gain (loss) on investments ............. -- 3,217,330
----------- -----------
Net investment income (loss) ............... 130,638 5,573,139
----------- -----------
Total additions ............................ 130,638 16,022,585
----------- -----------
DISTRIBUTIONS .............................. 118,874 6,076,056
ADMINISTRATIVE EXPENSES .................... -- 73,805
----------- -----------
Total deductions ........................... 118,874 6,149,861
----------- -----------
TRANSFER FROM (TO) OTHER FUNDS ............. 377,800 --
----------- -----------
NET INCREASE (DECREASE) .................... 389,564 9,872,724
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR ................ 1,318,416 52,889,665
----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ...................... $ 1,707,980 $62,762,389
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL
FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<CAPTION>
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
General
Instrument Vanguard Vanguard Vanguard Vanguard
Corporation Investment Index VMMR - VFISF - Vanguard U.S. International
Common Contract Wellington Trust - 500 Federal GNMA STAR Growth Growth
Stock Fund Trust Fund Portfolio Portfolio Portfolio Fund Portfolio Portfolio
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employees .................... $ 465,481 $ 466,853 $1,141,993 $1,116,913 $ 633,674 $ 510,237 $240,681 $176,950 $ 271,715
Employer ..................... 1,899,584 -- -- -- -- -- -- -- --
Other ........................ 188,615 160,754 306,219 119,305 226,476 76,700 136,757 109,904 143,119
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
Net contributions ............ 2,553,680 627,607 1,448,212 1,236,218 860,150 586,937 377,438 286,854 414,834
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
INVESTMENT INCOME:
Interest ..................... -- 371,414 -- -- -- -- -- -- --
Dividends .................... -- -- 391,820 225,278 337,729 263,105 45,276 7,630 18,585
Net gain (loss) on investments 986,641 -- (435,739) (148,866) -- (306,746) (48,694) 9,767 (25,411)
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
Net investment income (loss) . 986,641 371,414 (43,919) 76,412 337,729 (43,641) (3,418) 17,397 (6,826)
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
Total additions .............. 3,540,321 999,021 1,404,293 1,312,630 1,197,879 543,296 374,020 304,251 408,008
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
DISTRIBUTIONS ................ 688,330 649,169 693,799 519,198 1,000,767 364,139 69,819 10,017 48,904
ADMINISTRATIVE EXPENSES ...... 21,309 6,233 10,095 9,421 17,941 4,940 2,163 1,617 2,105
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
Total deductions ............. 709,639 655,402 703,894 528,619 1,018,708 369,079 71,982 11,634 51,009
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
TRANSFER (TO) FROM
OTHER FUNDS .................. 598,626 (29,617) (353,410) (65,274) (311,306) (717,639) 13,004 95,834 349,821
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
NET INCREASE (DECREASE) ...... 3,429,308 314,002 346,989 718,737 (132,135) (543,422) 315,042 388,451 706,820
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR .. 9,853,836 6,430,772 8,490,507 6,742,308 8,627,318 4,325,750 533,429 286,926 736,611
----------- ---------- ---------- ---------- ---------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ........ $13,283,144 $6,744,774 $8,837,496 $7,461,045 $8,495,183 $3,782,328 $848,471 $675,377 $1,443,431
=========== ========== ========== ========== ========== ========== ======== ======== ==========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMIUM WIDTH
Loan
Fund Total
----------- -----------
<S> <C> <C>
CONTRIBUTIONS:
Employees .................................. $ -- $ 5,024,497
Employer ................................... -- 1,899,584
Other ...................................... -- 1,467,849
----------- -----------
Net contributions .......................... -- 8,391,930
----------- -----------
INVESTMENT INCOME:
Interest ................................... 84,580 455,994
Dividends .................................. -- 1,289,423
Net gain (loss) on investments ............. -- 30,952
----------- -----------
Net investment income (loss) ............... 84,580 1,776,369
----------- -----------
Total additions ............................ 84,580 10,168,299
----------- -----------
DISTRIBUTIONS .............................. 94,944 4,139,086
ADMINISTRATIVE EXPENSES .................... -- 75,824
----------- -----------
Total deductions ........................... 94,944 4,214,910
----------- -----------
TRANSFER FROM (TO) OTHER FUNDS ............. 419,961 --
----------- -----------
NET INCREASE (DECREASE) .................... 409,597 5,953,389
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR ................ 908,819 46,936,276
----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ...................... $ 1,318,416 $52,889,665
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
a. General - The General Instrument Corporation Savings Plan (the
"Plan"), is an employee contributory program to encourage long-term
savings by eligible employees of General Instrument Corporation of
Delaware and subsidiaries (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.
Effective January 1, 1994, the maximum Matched Participant
Contribution percentage increased from 4% to 6%. Compensation
represents the participant's base salary or wages, without reduction
for his or her Matched or Unmatched Participant Contributions to the
Plan and Internal Revenue Code Section 125 contributions for health
care coverage, and excluding any other form of additional
compensation such as overtime pay, commissions, bonuses or incentive
compensation, which are additions to the employee's yearly base
salary. Each month, the Company contributes to the Plan, on behalf
of the employee, a Matching Employer Contribution equal to 50% of
the employee's Matched Participant Contribution. 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 combined contribution
limitation for employee and employer contributions is the lesser of
25% of compensation or $30,000.
An employee may also contribute to the Plan a Rollover Amount or
Trust to Trust Amount, provided the Administrative Committee of the
Plan is satisfied that the amount to be rolled over to the Plan
constitutes a Rollover Amount or Trust to Trust Amount under federal
tax regulations. Such contributions are classified as "other" in the
statements of changes in net assets available for benefits.
b. Eligibility - All persons employed by the Company (including
officers and directors who are employees and excluding leased
employees) became eligible to participate in the Plan as of January
1, 1991 or at any time thereafter without satisfying any minimum
period of qualifying employment. All persons who were employed by
the Company after January 1, 1991 became eligible to participate in
the Plan on the date of hire.
Employees subject to collective bargaining agreements which do not
provide for participation of such employees in the Plan are not
eligible to participate in the Plan.
c. Vesting - A participant's interest in his or her Participant
Contributions Account and any Rollover Account or Trust to Trust
Account (including all earnings on contributions to such accounts)
are immediately and fully vested at all times and not subject to
forfeiture. Effective January 1, 1993, 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. A participant will also
be fully vested in the event of a liquidation or dissolution of the
Company, or upon termination of the Plan.
d. 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. A participant who has
not reached age 65 upon termination of employment may defer payment
of his or her distribution (unless such distribution would be $3,500
or less) until any time up to age 70 1/2.
Prior to termination of employment, the participant may make
withdrawals from his or her accounts in the following sequence:
(i) All or a portion of the balance in the Rollover Account or
Trust to Trust Account (subject to certain limitations),
including investment income thereon.
(ii) All or a portion of the vested Employer Contributions Account,
including investment income thereon earned before January 1,
1991 (subject to certain limitations).
(iii) When the Participant attains age 59 1/2, all or a portion of
the vested Employer Contribution Account, the Matched
Participant Contribution Account and the Unmatched Participant
Contribution Account.
In the case of hardship, the Participant may withdraw all or a
portion of his or her vested Employer Contribution Account and
his Matched Participant Contribution Account and Unmatched
Participant Contribution Account, excluding investment income
thereon earned after December 31, 1988. The Plan Administrator
has sole discretion to approve the amount needed to be
withdrawn from the Participant Contribution Account to
alleviate the immediate 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, except in the case of a
financial hardship withdrawal; (ii) a participant may not make a
withdrawal until he or she has been a participant for six
consecutive months; and (iii) the amount withdrawn shall not be less
than $200 or the amount of the participant's vested accrued benefit.
Effective January 1, 1987, the Tax Reform Act of 1986 imposed an
additional 10% tax on the amount of any distribution from the Plan
made to or in respect of a participant before the participant
attains age 59 1/2 except: (i) any portion of the distribution which
was rolled over to a qualified successor benefit plan; and (ii) if
the distribution is on account of death, disability or retirement
(after age 55).
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.
Forfeited non-vested accounts totaled $24,053 and $29,835 as of
December 31, 1995 and 1994, respectively.
e. 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.
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 "nonresidence 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 a
participant, such participant must pledge 50% of his or her vested
accrued benefit and such additional collateral as the Plan
administrator may require.
f. Investment Funds - State Street Bank and Trust Company ("State
Street") is the "Trustee" of the Plan. Vanguard Fiduciary Trust
Company ("Vanguard") is the "Investment Manager" and recordkeeper of
the Plan.
Subsequent to the initial public offering of 22 million shares of
General Instrument Corporation common stock, effective June 17,
1992, all matching employer contributions and earnings thereon, have
been invested solely in the General Instrument Corporation Common
Stock Fund. In May 1993, the General Instrument Corporation Common
Stock Fund was also established as an investment option for
participants. A participant may elect to invest all Participant
Contributions, Rollover Amounts or Trust to Trust 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. The descriptions
of the investments have been obtained from the various fund
prospectuses:
<PAGE>
General Instrument Corporation Common Stock Fund - Consists of
General Instrument Corporation common stock and temporary cash
investments (469,559 and 331,138 units held at December 31,
1995 and 1994, respectively).
Vanguard Investment Contract Trust (Common/Collective Trusts)
- Consisting of one or more guaranteed investment contracts
issued by insurance companies and banks.
Wellington Fund (Registered Investment Company) - Consisting
of a portfolio of approximately 65% in common stocks and 35%
in fixed income securities (including corporate and government
bonds and money market instruments).
Vanguard Index Trust - 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 80% of
which is normally invested in Government National Mortgage
Association ("GNMA") certificates, the balance being invested
in temporary cash investments.
Vanguard STAR Fund (Registered Investment Company) - Comprised
of a portfolio investing 60-70% of its assets in seven
Vanguard equity funds and approximately 30-40% in three
Vanguard fixed income funds. At December 31, 1995, the
percentage of STAR Fund investments in equity and fixed income
funds was 62% and 38%, respectively.
Vanguard U.S. Growth Portfolio (Registered Investment Company)
- Consisting of a portfolio investing primarily in common
stock of United States corporations with above average growth
potential.
Vanguard International Growth Portfolio (Registered Investment
Company) - Consisting of a portfolio of equity securities of
corporations located outside the United States.
Loan Fund - 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 to the specific funds from which the loan
originated.
g. Income Tax Status - The Plan is intended to be qualified under
Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and
is intended to be exempt from taxation under Section 501(a) of the
Code. The Plan received a favorable IRS determination letter dated
June 19, 1995, conditioned on the adoption of certain proposed
amendments. Such amendments were adopted by the Company, and the
Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Code and the related trust was tax-exempt as of the financial
statement date. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
h. Plan Termination - While the Company has not expressed any intent to
terminate the Plan, it may do so at anytime.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. 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 shares 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.
b. 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. During the years
ended December 31, 1995 and 1994, the Company elected to pay $66,480
and $53,913, respectively, of Plan expenses without reimbursement.
c. 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.
d. Benefit Claims - As prescribed by the American Institute of
Certified Public Accountants' Audit and Accounting Guide, "Audits of
Employee Benefit Plans," benefits payments are recognized as
reductions of Plan assets upon disbursement. Benefits payable to
terminated employees who had elected to withdraw from the Plan as of
December 31, 1995 and 1994 were $10,401 and $251,440, respectively.
e. Reclassifications - Certain amounts in prior year financial
statements have been reclassified to conform with the current year
presentation.
3. INVESTMENTS
Investments held by the Trustee and Investment Manager at December 31,
1995 were as follows:
<TABLE>
<CAPTION>
Name of Number of Fair Value
Issuer and Shares or Historical Fair Per Share
Title of Issues Units Cost Value or Unit
<S> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund ................................... 469,559 $12,598,047 $14,363,809 $ 30.59
Vanguard:
Investment Contract Trust ........................... 6,551,207 6,551,207 6,551,207 1.00
Wellington Fund ..................................... 479,909 9,405,854 11,724,173 24.43
Index Trust - 500 Portfolio ......................... 187,215 7,822,900 10,783,610 57.60
VMMR - Federal Portfolio ............................ 7,948,955 7,984,955 7,948,955 1.00
VFISF - GNMA Portfolio .............................. 396,827 3,974,875 4,138,902 10.43
STAR Fund ........................................... 89,459 1,242,340 1,343,678 15.02
U.S. Growth Portfolio ............................... 77,944 1,342,318 1,586,152 20.35
International Growth Portfolio ...................... 120,026 1,645,207 1,802,793 15.02
</TABLE>
Investments held by the Trustee and Investment Manager at December 31,
1994 were as follows:
<TABLE>
<CAPTION>
Name of Number of Fair Value
Issuer and Shares or Historical Fair Per Share
Title of Issues Units Cost Value or Unit
<S> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund ................................ 331,138 $7,407,880 $13,036,895 $ 39.37
Vanguard:
Investment Contract Trust ........................ 6,697,621 6,697,621 6,697,621 1.00
Wellington Fund .................................. 450,098 8,448,926 8,727,391 19.39
Index Trust - 500 Portfolio ...................... 171,059 6,593,154 7,350,425 42.97
VMMR - Federal Portfolio ......................... 8,435,460 8,435,460 8,435,460 1.00
VFISF - GNMA Portfolio ........................... 390,425 3,896,385 3,740,274 9.58
STAR Fund ........................................ 65,673 879,421 827,482 12.60
U.S. Growth Portfolio ............................ 42,821 639,669 656,447 15.33
International Growth Portfolio ................... 105,304 1,354,867 1,414,238 13.43
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
Description Number of
Name of Issuer of Shares or Current
and Title of Issue Investment Units Cost Value
<S> <C> <C> <C>
General Instrument Corporation Common Stock and
Common Stock Fund Temporary Cash
Investments 469,559 $ 12,598,047 $ 14,363,809
Vanguard:
Investment Contract Trust Common/Collective
Trust 6,551,207 6,551,207 6,551,207
Wellington Fund Shares of Registered
Investment Company 479,909 9,405,854 11,724,173
Index Trust - 500 Portfolio Shares of Registered
Investment Company 187,215 7,822,900 10,783,610
VMMR - Federal Portfolio Shares of Registered
Investment Company 7,948,955 7,948,955 7,948,955
VFISF - GNMA Portfolio Shares of Registered
Investment Company 396,827 3,974,875 4,138,902
STAR Fund Shares of Registered
Investment Company 89,459 1,242,340 1,343,678
U.S. Growth Portfolio Shares of Registered
Investment Company 77,944 1,342,318 1,586,152
International Growth Shares of Registered
Portfolio Investment Company 120,026 1,645,207 1,802,793
Description
Description of Maturity
Plan participant loans Through 12/31/00
other than mortgages, 7.5% - 11.5%
at various rates of interest 1,707,980 1,707,980
--------- ---------
TOTAL ASSETS HELD
FOR INVESTMENT
PURPOSES $ 54,239,683 $ 61,951,259
============= =============
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT CORPORATION SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
Number Purchase Number
of Price or of Selling Realized
Investment Purchases Contribution Sales Price Gain
<S> <C> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund ............................... 147 $9,505,899 135 $5,439,246 $1,126,114
Vanguard:
Investment Contract Trust ....................... 119 1,596,804 98 1,740,078 --
Wellington Fund ................................. 112 2,832,224 122 2,189,740 305,618
Index Trust - 500 Portfolio ..................... 136 3,021,022 109 2,221,261 430,730
VMMR - Federal Portfolio ........................ 170 3,963,608 142 4,451,431 --
VFISF - GNMA Portfolio .......................... 118 1,645,913 98 1,593,128 26,324
STAR Portfolio .................................. 52 644,852 65 295,677 13,745
US Growth Portfolio ............................. 103 1,119,768 58 495,546 78,427
International Growth ............................ 83 995,323 78 762,628 57,646
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-60498, 33-61820, 33-50911, 33-52189, 33-54923, 33-55595 and 33-57737 of
General Instrument Corporation on Forms S-8 of our report dated June 19, 1996
appearing in and incorporated by reference in this Annual Report on Form 11-K of
General Instrument Corporation Savings Plan for the year ended December 31,
1995.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
June 26, 1996
Exhibit 99(b)
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 fiscal year ended: December 31, 1995
-----------------
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.)
8770 West Bryn Mawr Avenue, Chicago, Illinois 60631
---------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 695-1000
--------------
(Registrant's telephone number, including area code)
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
Financial Statements as of December 31, 1995 and 1994,
and for the Year Ended December 31, 1995 and the
Ten-Month Period Ended December 31, 1994,
Supplemental Schedules as of and for the
Year Ended December 31, 1995 and
Independent Auditors' Report
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 1995 and 1994, with Supplemental Fund Information 2-3
Statements of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1995 and the Ten-Month Period Ended
December 31, 1994, with Supplemental Fund Information 4-5
Notes to Financial Statements for the Year Ended December 31, 1995
and the Ten-Month Period Ended December 31, 1994 6-11
SUPPLEMENTAL SCHEDULES:
Item 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1995 12
Item 27(d) - Schedule of Reportable Transactions for the
Year Ended December 31, 1995 13
INDEPENDENT AUDITORS' CONSENT
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 statements of net assets available for benefits
of General Instrument (Puerto Rico), Inc. Savings Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for the year ended December 31, 1995 and for the
ten-month period ended December 31, 1994. 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 audits.
We conducted our audits 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 audits provide 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,
1995 and 1994, and the changes in net assets available for benefits for the year
ended December 31, 1995 and for the ten-month period ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were 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, 1995 and (2) reportable
transactions for the year ended December 31, 1995 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 as
of December 31, 1995 and 1994, and for the year ended December 31, 1995 and the
ten-month period ended December 31, 1994, 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 LLP
- -------------------------
Deloitte & Touche LLP
June 19, 1996
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<CAPTION>
General Vanguard Vanguard
Instrument Vanguard Index Vanguard Inter-
Corporation Investment Well- Trust- VMMR- VFISF- Vanguard U.S. national
Common Contract ington 500 Federal GNMA STAR Growth Growth Loan Unall-
Stock Fund Trust Fund Port. Port. Port. Fund Port. Port. Fund ocated Total
-------- ------- -------- -------- ------- ------- ------- ------- ------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock and
temporary cash ............ $254,107 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 254,107
Common/collective trust ... -- 89,127 -- -- -- -- -- -- -- -- -- 89,127
Shares of registered
investment company ........ -- -- 215,252 155,016 46,235 60,467 61,289 39,225 41,957 -- -- 619,441
Participant loans ......... -- -- -- -- -- -- -- -- -- 36,474 -- 36,474
Other ..................... -- -- -- -- -- -- -- -- -- -- 18,975 18,975
Loans receivable .......... 72 115 366 194 38 95 106 69 68 -- -- 1,123
Contributions receivable:
Employees ................. 1,826 4,432 9,061 7,075 1,717 3,182 2,799 1,590 1,858 -- -- 33,540
Employer .................. 14,593 -- -- -- -- -- -- -- -- -- -- 14,593
-------- ------- -------- -------- ------- ------- ------- ------- ------- -------- -------- ----------
Total assets .............. 270,598 93,674 224,679 162,285 47,990 63,744 64,194 40,884 43,883 36,474 18,975 1,067,380
LIABILITIES:
Accrued liabilities ....... 414 414 414 414 414 414 414 414 414 -- -- 3,726
-------- ------- -------- -------- ------- ------- ------- ------- ------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS .............. $270,184 $93,260 $224,265 $161,871 $47,576 $63,330 $63,780 $40,470 $43,469 $ 36,474 $ 18,975 $1,063,654
======== ======= ======== ======== ======= ======= ======= ======= ======= ======== ======== ==========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL FUND
INFORMATION AS OF DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<CAPTION>
General Vanguard Vanguard
Instrument Vanguard Index Vanguard Inter-
Corporation Investment Well- Trust- VMMR- VFISF- Vanguard U.S. national
Common Contract ington 500 Federal GNMA STAR Growth Growth Unall-
Stock Fund Trust Fund Port. Port. Port. Fund Port. Port. ocated Total
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Company common stock
and temporary cash .............. $123,322 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $123,322
Common/collective trust ......... -- 28,388 -- -- -- -- -- -- -- -- 28,388
Shares of registered
investment company .............. -- -- 79,862 55,636 9,791 22,365 22,131 12,869 22,647 -- 225,301
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
======== ======== ======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL
FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
General Vanguard Vanguard
Instrument Vanguard Index Vanguard Inter-
Corporation Investment Well- Trust- VMMR- VFISF- Vanguard U.S. national
Common Contract ington 500 Federal GNMA STAR Growth Growth Loan Unall-
Stock Fund Trust Fund Port. Port. Port. Fund Port. Port. Fund ocated Total
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees .................... $ 25,740 $61,297 $118,775 $ 84,573 $17,826 $38,318 $36,410 $19,113 $23,569 $ -- $ -- $ 425,621
Employer ..................... 182,750 -- -- -- -- -- -- -- -- -- 18,000 200,750
Other ........................ 1,012 -- 3,038 -- 4,050 -- -- -- 2,025 -- -- 10,125
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
Net contributions ............ 209,502 61,297 121,813 84,573 21,876 38,318 36,410 19,113 25,594 -- 18,000 636,496
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
Investment income:
Interest ..................... -- -- -- -- -- -- -- -- -- 736 -- 736
Dividends .................... -- 3,741 8,930 3,148 1,403 3,023 4,146 1,524 1,127 -- -- 27,042
Net gain (loss) on investments (62,901) -- 31,171 29,128 -- 3,267 5,739 6,613 3,200 -- -- 16,217
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
Net investment income (loss) . (62,901) 3,741 40,101 32,276 1,403 6,290 9,885 8,137 4,327 736 -- 43,995
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
Total additions .............. 146,601 65,038 161,914 116,849 23,279 44,608 46,295 27,250 29,921 736 18,000 680,491
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
DEDUCTIONS:
Distributions ................ 10,377 3,632 13,822 9,097 1,888 2,201 1,709 938 1,233 -- -- 44,897
Administrative expenses ...... 2,965 950 1,718 1,296 2,915 679 777 490 525 -- -- 12,315
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
Total deductions ............. 13,342 4,582 15,540 10,393 4,803 2,880 2,486 1,428 1,758 -- -- 57,212
TRANSFER (TO) FROM OTHER FUNDS (2,275) 1,277 (11,466) (6,872) 18,159 (3,635) (5,166) 390 (9,080) 35,738 (17,070) --
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
NET INCREASE ................. 130,984 61,733 134,908 99,584 36,635 38,093 38,643 26,212 19,083 36,474 930 623,279
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR .. 139,200 31,527 89,357 62,287 10,941 25,237 25,137 14,258 24,386 -- 18,045 440,375
-------- ------- -------- -------- ------- ------- ------- ------- ------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR ........ $270,184 $93,260 $224,265 $161,871 $47,576 $63,330 $63,780 $40,470 $43,469 $36,474 $18,975 $1,063,654
======== ======= ======== ======== ======= ======= ======= ======= ======= ======= ======= ==========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH SUPPLEMENTAL
FUND INFORMATION
TEN-MONTH PERIOD ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<CAPTION>
General Vanguard Vanguard
Instrument Vanguard Index Vanguard Inter-
Corporation Investment Well- Trust- VMMR- VFISF- Vanguard U.S. national
Common Contract ington 500 Federal GNMA STAR Growth Growth Unall-
Stock Fund Trust Fund Port. Port. Port. Fund Port. Port. ocated Total
-------- ------- -------- -------- ------- ------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
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 contributions ............ 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 (loss) . 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
-------- ------- -------- -------- ------- ------- -------- -------- -------- ------- --------
DEDUCTIONS:
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 FROM (TO) 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
======== ======= ======== ======== ======= ======= ======== ======== ======== ======= ========
</TABLE>
See notes to financial statements.
<PAGE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995 AND TEN-MONTH PERIOD ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
a. 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"), 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. 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 1995 requirements, the Company has elected to fund
a Qualified Non-Elective Contribution to the Plan which is estimated
to be $18,000 based on preliminary analysis. Such amount has been
recorded as an unallocated contribution receivable at December 31,
1995 and will be directed to the investment funds upon receipt. If
the actual amount differs from the estimate, the Company will make
the required contribution by December 31, 1996 to ensure compliance
with the ADP test.
b. Eligibility - All persons employed by the Company (including
officers and directors who are employees and excluding leased
employees and independent contractors) 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 and
prior to August 1, 1995 became eligible to participate in the Plan
on the date of hire. All persons hired by the Company after August
1, 1995 became eligible to participate in the Plan upon completion
of 90 days of service.
c. 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. A participant will also
be fully vested in the event of a liquidation or dissolution of the
Company, or upon termination of the Plan.
d. 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.
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, except in the case of a
financial hardship withdrawal; (ii) a participant may not make a
withdrawal until he or she has been a participant for six
consecutive months; and (iii) the amount withdrawn shall not be
less than $200 or the amount of the participant's vested accrued
benefit.
Upon withdrawal from the Plan or after termination of employment,
the nonvested portion of a participant's account will be forfeited.
The forfeiture may be used to reduce future employer contributions.
Forfeited nonvested accounts totaled approximately $2,366 and $53 as
of December 31, 1995 and 1994, respectively.
e. 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.
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 "nonresidence 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 a
participant, such participant pledges the assets of his or her Plan
accounts.
f. 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. The descriptions
of the investments have been obtained from the various fund
prospectuses.
General Instrument Corporation Common Stock Fund - Consists
principally of General Instrument Corporation common stock
(8,687 and 3,132 units held at December 31, 1995 and 1994,
respectively) 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.
Wellington Fund (Registered Investment Company) - Consisting
of a portfolio of approximately 65% in common stocks and 35%
in fixed income securities (including corporate and government
bonds and money market instruments).
Vanguard Index Trust - 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 80% of
which is normally invested in Government National Mortgage
Association ("GNMA") certificates, the balance being invested
in temporary cash investments.
Vanguard STAR Fund (Registered Investment Company) - Comprised
of a portfolio investing 60-70% of its assets in seven
Vanguard equity funds and approximately 30-40% in three
Vanguard fixed income funds. At December 31, 1995 the
percentage of STAR fund investments in equity and fixed income
funds was 62% and 38%, respectively.
Vanguard U.S. Growth Portfolio (Registered Investment Company)
- Consisting of a portfolio investing primarily in common
stock of United States corporations with above average growth
potential.
Vanguard International Growth Portfolio (Registered Investment
Company) - Consisting of a portfolio of equity securities of
corporations located outside the United States.
Loan Fund - 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 to the specific funds from which the loan
originated.
g. 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 Plan obtained its
latest determination letter dated May 23, 1996 in which the Treasury
Department of Puerto Rico stated that the Plan, as designed, was in
compliance with the applicable requirements of the Commonwealth 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.
h. Plan Termination - While the Company has not expressed any intent to
terminate the Plan, it may do so at anytime.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. 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 shares 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.
b. 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. During the year
ended December 31, 1995 and the ten-month period ended December 31,
1994, the Company elected to pay $28,268 and $14,076, respectively,
of Plan expenses without reimbursement.
c. 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.
d. 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. Benefits payable to
terminated employees who had elected to withdraw from the Plan as of
December 31, 1995 were $1,696. There were no amounts payable to
terminated employees who had elected to withdraw from the Plan as of
December 31, 1994.
e. Reclassifications - Certain amounts in prior year financial
statements have been reclassified to conform with the current year
presentation.
f. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
3. INVESTMENTS
<TABLE>
Investments held by the Trustee and Investment Manager at December 31,
1995 were as follows:
<CAPTION>
Number Fair
Name of of Value
Issuer and Shares Historical Fair Per Share
Title of Issues or Units Cost Value or Unit
<S> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund .............................. 8,687 $315,512 $254,107 $ 29.25
Vanguard:
Investment Contract Trust ...................... 89,127 89,127 89,127 1.00
Wellington Fund ................................ 8,811 189,032 215,252 24.43
Index Trust - 500 Portfolio .................... 2,691 129,356 155,016 57.60
VMMR-Federal Portfolio ......................... 46,235 46,235 46,235 1.00
VFISF-GNMA Portfolio ........................... 5,797 57,831 60,467 10.43
STAR Fund ...................................... 4,080 57,080 61,289 15.02
U.S. Growth Portfolio .......................... 1,928 33,074 39,225 20.35
International Growth Portfolio ................. 2,793 39,585 41,957 15.02
</TABLE>
<TABLE>
Investments held by the Trustee and Investment Manager at December 31,
1994 were as follows:
<CAPTION>
Number Fair
Name of of Value
Issuer and Shares Historical Fair Per Share
Title of Issues or Units Cost Value or 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 Trust - 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
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<CAPTION>
Description Number of
Name of Issuer of Shares Current
and Title of Issue Investment or Units Cost Value
<S> <C> <C> <C>
General Instrument Corporation Common Stock and
Common Stock Fund Temporary Cash
Investments 8,687 $ 315,512 $ 254,107
Vanguard:
Investment Contract Trust Common/Collective
Trust 89,127 89,127 89,127
Wellington Fund Shares of Registered
Investment Company 8,811 189,032 215,252
Index Trust - 500 Portfolio Shares of Registered
Investment Company 2,691 129,356 155,016
VMMR-Federal Portfolio Shares of Registered
Investment Company 46,235 46,235 46,235
VFISF-GNMA Portfolio Shares of Registered
Investment Company 5,797 57,831 60,467
STAR Fund Shares of Registered
Investment Company 4,080 57,080 61,289
U.S. Growth Portfolio Shares of Registered
Investment Company 1,928 33,074 39,225
International Growth Portfolio Shares of Registered
Investment Company 2,793 39,585 41,957
Description
Description of Maturity
Plan participant loans other than Through 12/31/00
mortgages, at various rates of 10.00%-10.25%
interest 36,474 36,474
-------- --------
TOTAL ASSETS HELD FOR
INVESTMENT PURPOSES $ 993,306 $ 999,149
========== ==========
</TABLE>
<PAGE>
<TABLE>
GENERAL INSTRUMENT (PUERTO RICO), INC. SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>
Number Purchase Number
of Price or of Selling Realized
Investment Purchases Contribution Sales Price Gain
<S> <C> <C> <C> <C> <C>
General Instrument Corporation
Common Stock Fund 24 $ 232,513 23 $ 38,829 $ 2,307
Vanguard:
Investment Contract Trust 40 81,885 21 21,145 -
Wellington Fund 18 135,856 26 31,637 3,510
Index Trust - 500 Portfolio 20 94,919 26 24,668 3,196
VMMR-Federal Portfolio 38 59,275 15 22,831 -
VFISF-GNMA Portfolio 28 41,976 11 7,140 328
STAR Fund 14 41,130 17 7,711 715
U.S. Growth Portfolio 15 23,140 10 3,397 635
International Growth Portfolio 15 26,906 16 10,797 235
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-60498, 33-61820, 33-50911, 33-52189, 33-54923, 33-55595 and 33-57737, of
General Instrument Corporation on Forms S-8 of our report dated June 19, 1996
appearing in and incorporated by reference in this Annual Report on Form 11-K of
General Instrument (Puerto Rico), Inc. Savings Plan for the year ended December
31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
June 26, 1996
