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                                                                      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 


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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 Communications Business 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.

     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. 


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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 


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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. 

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
the Communications Business 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 the Communications Business' digital television systems took
significantly longer than anticipated as a result of several factors, including
increased system complexity, evolving international Motion 


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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, 


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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. 

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. 


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