Exhibit 99


                             NEXTLEVEL SYSTEMS, INC.
                       EXHIBIT 99 - FORWARD-LOOKING INFORMATION

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for forward-looking  statements.  The Company's Form 10-K, the Company's
Annual Report to Stockholders,  any Form 10-Q or Form 8-K of the Company, or any
other  oral or  written  statements  made by or on  behalf of the  Company,  may
include  forward-looking  statements  which reflect the Company's  current views
with respect to future events and financial  performance.  These forward-looking
statements  are  identified by their use of such terms and phrases as "intends,"
"intend,"  "intended," "goal,"  "estimate,"  "estimates,"  "expects,"  "expect,"
"expected,"  "project,"   "projects,"   "projected,"   "projections,"   "plans,"
"anticipates,"  "anticipated,"  "should,"  "designed to," "foreseeable  future,"
"believe,"  "believes"  and  "scheduled"  and similar  expressions.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the  statement  was made.  The Company  undertakes  no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

     The actual results of the Company may differ significantly from the results
discussed  in  forward-looking  statements.  Factors  that  might  cause  such a
difference include, but are not limited to, (a) the general political,  economic
and  competitive  conditions  in the United  States and other  markets where the
Company operates;  (b) changes in capital availability or costs, such as changes
in  interest  rates,  market  perceptions  of the  industry in which the Company
operates,   or  security  ratings;  (c)  employee  workforce  factors;  and  (d)
authoritative  generally accepted  accounting  principles or policy changes from
such standard-setting bodies as the Financial Accounting Standards Board and the
Securities and Exchange Commission, and the factors set forth below.

FACTORS RELATING TO THE DISTRIBUTION

     General   Instrument   Corporation  (i)  transferred  all  the  assets  and
liabilities  relating to the  manufacture  and sale of broadband  communications
products  used  in  the  cable  television,  satellite,  and  telecommunications
industries (the  "Communications  Business") to the Company (then a wholly-owned
subsidiary of GI) and transferred all the assets and liabilities relating to the
manufacture  and sale of coaxial,  fiber optic and other  electric cable used in
the cable television,  satellite and other industries (the "Cable  Manufacturing
Business") to its wholly-owned subsidiary CommScope, Inc. ("CommScope") and (ii)
then  distributed all of the outstanding  shares of capital stock of each of the
Company and CommScope to its shareholders on a pro rata basis as a dividend (the
"Distribution"), in a transaction that was consummated on July 28, 1997. General
Instrument  Corporation  prior to the Distribution is herein referred to as "GI"
and following the Distribution is referred to herein as "General Semiconductor".

     The Company is a smaller and less diversified  company than GI was prior to
the Distribution and has no recent operating  history as a separate entity.  The
ability of the Company to satisfy its  obligations  and  maintain  profitability
will be solely dependent upon its own future  performance,  and the Company will
no  longer  be able to rely on the  capital  resources  and  cash  flows  of the
businesses  of  CommScope or General  Semiconductor.  In  particular,  in recent
years,  NextLevel  Systems  has  invested  heavily  in  the  development  of new
technologies  and products and relied on the cash flows of GI's other businesses
to help fund these  expenditures.  Although  this source of funding is no longer
available,  the Company  believes  that its expected cash flow, as well as other
sources of funding  available to it, will be  sufficient  to finance its planned
expenditures.  The  future  performance  and cash flows of the  Company  will be
subject to prevailing economic  conditions and to financial,  business and other
factors  affecting  the business  operations of the Company,  including  factors
beyond its control.

     The  division  of  GI  may  result  in  some  temporary   dislocation   and
inefficiencies  to the  business  operations,  as well as the  organization  and
personnel structure,  of the Company, and will also result in the duplication of
certain personnel,  administrative and other expenses required for the operation
of an  independent  company.  The  management of the Company has not  previously
operated its business as a separate  public company so there can be no assurance
that  the  transition  will not  alter or  disrupt,  at least  temporarily,  the
management and operations of Company's business.

     The  Distribution  Agreement dated as of June 12, 1997,  among the Company,
CommScope and General  Semiconductor (the "Distribution  Agreement") and certain
other agreements executed in connection with the Distribution (collectively, the
"Ancillary  Agreements")  allocate  among the  Company,  CommScope,  and General
Semiconductor  and their  respective  subsidiaries  responsibility  for  various
indebtedness,  liabilities  and  obligations.  It is possible that a court would
disregard  this  contractual   allocation  of   indebtedness,   liabilities  and
obligations  among the parties and  require the Company or its  subsidiaries  to
assume responsibility for obligations  allocated to another party,  particularly
if such other  party  were to refuse or was unable to pay or perform  any of its
allocated obligations.

     Pursuant  to the  Distribution  Agreement  and  certain  of  the  Ancillary
Agreements,  the Company has agreed to indemnify  the other parties (and certain
related persons) from and after consummation of the Distribution with respect to
certain  indebtedness,   liabilities  and  obligations,   which  indemnification
obligations could be significant.
<PAGE>

     Although  the Company has  received a  favorable  ruling from the  Internal
Revenue Service,  if the Distribution were not to qualify as a tax free spin-off
under  Section 355 of the Internal  Revenue Code of 1986,  as amended,  then, in
general,  a corporate tax would be payable by the consolidated group of which GI
was the common parent based upon the difference between the fair market value of
the stock distributed and the distributing  corporation's adjusted basis in such
stock.  The corporate  level tax would be payable by General  Semiconductor  and
could  substantially  exceed  the net worth of General  Semiconductor.  However,
under certain circumstances,  the Company and CommScope have agreed to indemnify
General   Semiconductor  for  such  tax  liability.   In  addition,   under  the
consolidated  return rules, each member of the consolidated group (including the
Company and CommScope) is severally liable for such tax liability.

LEVERAGE; CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES

     The  degree  to  which  the  Company  is  leveraged  could  have  important
consequences,  including  the  following:  (i) the  Company's  ability to obtain
additional  financing in the future for working capital,  capital  expenditures,
product development,  acquisitions, general corporate purposes or other purposes
may be impaired; (ii) a portion of the Company's and its subsidiaries' cash flow
from  operations  must be  dedicated  to the  payment  of the  principal  of and
interest on its  indebtedness;  (iii) the Credit  Agreement dated as of July 23,
1997,  among the  Company,  certain  banks,  and The Chase  Manhattan  Bank,  as
Administrative  Agent  contains  certain  restrictive  financial  and  operating
covenants,  including,  among  others,  requirements  that the  Company  satisfy
certain financial ratios; (iv) a significant portion of the Company's borrowings
will be at floating  rates of interest,  causing the Company to be vulnerable to
increases in interest  rates;  (v) the Company's  degree of leverage may make it
more  vulnerable  to a downturn  in general  economic  conditions;  and (vi) the
Company's degree of leverage may limit its flexibility in responding to changing
business and economic conditions.

     In  addition,  in a lawsuit  by an unpaid  creditor  or  representative  of
creditors,  such as a trustee  in  bankruptcy,  a court may be asked to void the
Distribution  (in whole or in part) as a  fraudulent  conveyance  and to require
that the  stockholders  return  the  special  dividend  (in whole or in part) to
General  Semiconductor  or require the Company to fund  certain  liabilities  of
General Semiconductor and CommScope for the benefit of creditors.

DEPENDENCE OF THE COMPANY ON THE CABLE TELEVISION INDUSTRY AND CABLE TELEVISION
CAPITAL SPENDING

     The  majority  of the  Company's  revenues  come from sales of systems  and
equipment to the cable  television  industry.  Demand for these products depends
primarily on capital  spending by cable television  operators for  constructing,
rebuilding or upgrading their systems. The amount of this capital spending, and,
therefore,  the Company's sales and profitability  will be affected by a variety
of  factors,  including  general  economic  conditions,   consolidation  in  the
industry,  the financial  condition of domestic cable  television  operators and
their access to financing,  competition  from satellite and wireless  television
providers and telephone companies,  technological  developments in the broadband
communications  industry and new legislation and regulation of cable  television
operators as described below.  Capital spending in the cable television industry
fell sharply in the middle of 1990  compared to 1989 and remained at a low level
until it began to recover in mid-1992.  Although the Company  believes  that the
constraining  pressures on domestic cable television  capital spending eased and
that cable television capital spending generally increased from mid-1992 through
1996,  there can be no assurance  that such increases will continue or that such
increased level of cable television capital spending will be maintained.

     In recent years,  cable television  capital spending has also been affected
by new legislation and regulation,  on the federal,  state and local level,  and
many  aspects  of  such   regulation  are  currently  the  subject  of  judicial
proceedings and administrative or legislative  proposals.  During 1993 and 1994,
the Federal Communications  Commission (the "FCC") adopted rules under the Cable
Television  Consumer  Protection  and  Competition  Act of 1992 (the "1992 Cable
Act"),  regulating  rates that cable  television  operators may charge for lower
tiers of service and  generally  not  regulating  the rates for higher  tiers of
service.  In 1996,  the  Telecommunications  Act of 1996 (the "Telecom Act") was
enacted to eliminate  certain  governmental  barriers to competition among local
and  long  distance  telephone,  cable  television,  broadcasting  and  wireless
services.  When fully  implemented by the FCC, the Telecom Act may significantly
impact the communications  industry and alter federal,  state and local laws and
regulations regarding the provision of cable and telephony services. Among other
things,  the Telecom Act eliminates  substantially all restrictions on the entry
of telephone  companies and certain public  utilities into the cable  television
business.  Telephone  companies may now enter the cable  television  business as
traditional cable operators, as common carrier conduits for programming supplied
by others, as operators of wireless  distribution  systems,  or as hybrid common
carrier/cable  operator  providers  of  programming  on  so-called  "open  video
systems."  The  economic  impact of the 1992 Cable Act,  the Telecom Act and the
rules  thereunder  on the cable  television  industry  and the  Company is still
uncertain.

     Although  the   domestic   cable   television   industry  is  comprised  of
approximately 11,200 cable systems, a small number of cable television operators
own a majority  of cable  television  systems  and account for a majority of the
capital expenditures made by cable television operators. The loss of some or all
of the Company's  principal  cable  television  customers  could have a material
adverse effect on the business of the Company.


<PAGE>

TELECOMMUNICATIONS INDUSTRY COMPETITION AND TECHNOLOGICAL CHANGES AFFECTING  THE
COMPANY

     The Company will be significantly  affected by the competition  among cable
television operators,  satellite television providers and telephone companies to
provide video, voice and data/Internet  services. In particular,  although cable
television  operators  have  historically  provided  television  services to the
majority of U.S.  households,  direct-to-home  ("DTH") satellite  television has
attracted a growing number of subscribers and the regional  telephone  companies
have  begun  to  offer  competing  cable  and  wireless  cable  services.   This
competitive   environment  is  characterized  by  rapid  technological  changes,
particularly  with respect to developments in digital  compression and broadband
access technology.

     The Company  believes  that,  as a result of the new products  developed by
NextLevel  Systems  based on  emerging  technologies  and the  diversity  of its
product offerings,  it is well positioned to supply each of the cable, satellite
and  telephone  markets.  The future  success of the Company,  however,  will be
dependent on its ability to market and deploy  these new  products  successfully
and  continue  to  develop  and  timely  exploit  new  technologies  and  market
opportunities both in the United States and internationally.  The development of
NextLevel  Systems' digital  television  systems took  significantly longer than
anticipated  as  a  result  of  several  factors,   including  increased  system
complexity,  evolving  international  Motion Picture  Experts Group 2 ("MPEG-2")
standards and other system design issues. Accordingly, volume shipments to cable
television  operators and  satellite  television  programmers  were delayed from
their  original  expected  delivery  dates.  There can be no assurance  that the
Company  will be able to continue to  successfully  introduce  new  products and
technologies,  that it will be able to deploy them successfully on a large-scale
or  that  its  technologies  and  products  will  achieve   significant   market
acceptance.  Further, there can be no assurance that the development of products
using new technologies  (such as digital  compression)  will not have an adverse
impact on sales by the Company of certain of its other  products.  In  addition,
because of the competitive  environment and the nature of the Company' business,
there have been and may continue to be legal challenges to its new technologies.

     The  Company's  sales to  international  markets  have  recently  increased
substantially  and will continue to be an important  focus of the Company in the
future.  However,  there can be no  assurance  that  international  markets will
continue to expand, or that growth and profitability in international sales will
not be affected by political uncertainties,  currency exchange rate fluctuations
or variations in capital spending cycles in developing countries.

COMPETITION

     The  Company's  products and services  compete with those of a  substantial
number of foreign and domestic companies, some with greater resources, financial
or otherwise, than the Company, and the rapid technological changes occurring in
the Company's markets are expected to lead to the entry of new competitors.  The
Company's  ability to anticipate  technological  changes and introduce  enhanced
products on a timely basis will be a significant factor in the Company's ability
to expand and remain competitive. Existing competitors' actions and new entrants
may have an adverse impact on the Company's sales and profitability. The Company
believes  that it  enjoys a strong  competitive  position  because  of its large
installed cable  television  equipment base, its strong  relationships  with the
major cable television operators,  its technological  leadership and new product
development  capabilities,   and  the  likely  need  for  compatibility  of  new
technologies  with  currently  installed  systems.  There  can be no  assurance,
however,  that competitors will not be able to develop systems  compatible with,
or that are alternatives to, the Company's proprietary technology or systems.

INTERNATIONAL OPERATIONS; FOREIGN CURRENCY RISKS

     U.S. broadband system designs and equipment are increasingly being employed
in international  markets,  where cable television  penetration is low. However,
there can be no assurance that international markets will continue to develop or
that the Company  will  receive  additional  contracts to supply its systems and
equipment in international markets.

     A  significant  portion  of the  Company's  products  are  manufactured  or
assembled in Mexico and Taiwan  (Republic of China) and other countries  outside
the United States. In addition, sales of equipment into international markets by
the Company have recently  grown.  These foreign  operations  are subject to the
usual risks  inherent  in  situating  operations  abroad,  including  risks with
respect to currency  exchange  rates,  economic and  political  destabilization,
restrictive  actions  by  foreign  governments,  nationalizations,  the laws and
policies of the United States affecting trade, foreign investment and loans, and
foreign  tax laws.  The  Company's  cost-competitive  status  relative  to other
competitors  could be  adversely  affected  if the New Taiwan  dollar or another
relevant currency appreciates relative to the U.S. dollar.
<PAGE>

ENVIRONMENT

     The Company is subject to various  federal,  state,  local and foreign laws
and  regulations   governing  the  use,  discharge  and  disposal  of  hazardous
materials.  The  Company's  manufacturing  facilities  are  believed  to  be  in
substantial  compliance  with  current  laws and  regulations.  Compliance  with
current laws and  regulations has not had and is not expected to have a material
adverse effect on the Company's financial condition.

     The Company's  present and past  facilities have been in operation for many
years,  and over that time in the course of those  operations,  such  facilities
have used substances which are or might be considered hazardous, and the Company
has generated and disposed of wastes which are or might be considered hazardous.
Therefore, it is possible that additional  environmental issues may arise in the
future, which the Company cannot now predict.