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                                                                      EXHIBIT 99

                         GENERAL INSTRUMENT CORPORATION
                    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) change 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 as set forth below.

FACTORS RELATING TO THE DISTRIBUTION

         The former General Instrument Corporation (the "Distributing Company")
(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 to the Company (then a wholly-owned
subsidiary of the Distributing Company) 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 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 


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CommScope to its stockholders on a pro rata basis as a dividend (the
"Distribution"), in a transaction that was consummated on July 28, 1997.
Immediately following the Distribution, the Distributing Company changed its
corporate name to "General Semiconductor, Inc." Effective February 2, 1998, the
Company changed its corporate name from "NextLevel Systems, Inc." to "General
Instrument Corporation."

         The Company is a smaller and less diversified company than the
Distributing Company was prior to the Distribution and has limited 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, the Company has invested heavily
in the development of new technologies and products and relied on the cash flows
of the Distributing Company'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 Distribution Agreement dated as of June 12, 1997, among the
Company, CommScope and the Distributing Company (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.

         Although the Distributing 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 the Distributing Company was the common parent based upon the
difference between the fair market 


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value of the stock distributed and the Distributing Company'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.

CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES

         The Credit Agreement dated as of July 23, 1997 and amended on March 18,
1998, 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. The failure of the Company to satisfy such covenants
would cause the Company to seek alternative sources of working capital financing
and, depending upon the Company's degree of leverage at such time, could have a
material adverse effect on the operations and financial condition of the
Company.

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 operations 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

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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.

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 its development of new
products 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 

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products successfully and to continue to develop and timely exploit new
technologies and market opportunities both in the United States and
internationally. 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 basis 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 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's business, there have been and may continue to be
legal challenges to its new technologies.

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 to 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 Taiwan and Mexico. 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


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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.

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.