Exhibit 99

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  The  Company's  Form 10-K for the year  ended
December 31, 1997,  the Company's 1997 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, Taiwan (Republic of China), the
People's Republic of China, Ireland, Germany, France 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) uncertainties relating to customer plans and
commitments;   (d)  employee  workforce  factors;  (e)  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

On January 7, 1997,  the Board of  Directors of General  Instrument  Corporation
("GI")  approved a plan to divide GI into three separate  public  companies.  To
effect the  transaction,  GI (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 and all
rights to the related GI trademarks  to its  wholly-owned  subsidiary  NextLevel
Systems,  Inc. ("NextLevel Systems") and 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
ordinary  shares of capital stock of each of NextLevel  Systems and CommScope to
its  stockholders on a pro rata basis as a dividend (the  "Distribution"),  in a
transaction that was consummated on July 28, 1997 (the "Distribution Date"). The
Company retained all the assets and liabilities  relating to the manufacture and
sale of discrete power rectifiers and transient voltage  suppression  components
used in telecommunications, automotive and consumer electronics products. On the
Distribution   Date,   NextLevel   Systems  and  CommScope  began  operating  as
independent entities with publicly traded common stock. GI retained no ownership
interest  in  either  NextLevel  Systems  or  CommScope.  Concurrently  with the
Distribution, GI changed its name to General Semiconductor,  Inc. and effected a
one for four reverse stock split. On February 2, 1998, NextLevel Systems changed
its name to General Instrument Corporation.

The  Distribution  Agreement  dated  as of June  12,  1997,  among  GI,  General
Instrument Corporation, and CommScope (the "Distribution Agreement") and certain
other agreements executed in connection with the Distribution (collectively, the
"Ancillary   Agreements")   allocate  among  the  Company,   General  Instrument
Corporation and CommScope, 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 GI has received a favorable  ruling from the Internal  Revenue Service,
if the  Distribution  were not to qualify as a tax free spin-off (either because
of the  nature of the  Distribution  or because  of events  occurring  after the
Distribution)  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  Company  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 the  Company  and could  substantially  exceed  the net worth of the
Company.  However, under certain  circumstances,  General Instrument Corporation
and CommScope  have agreed to indemnify the Company for such tax  liability.  In
addition,  under the consolidated  return rules, each member of the consolidated
group  (including  General  Instrument  Corporation  and CommScope) is severally
liable for such tax liability.


Leverage; Certain Restrictions Under Credit Facilities

The  Company  is  substantially   more  leveraged  than  GI  was  prior  to  the
Distribution.  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 the Company or
require  the  Company  to  fund  certain   liabilities  of  General   Instrument
Corporation and CommScope for the benefit of creditors.


Competition

The Company operates in the discrete segment of the semiconductor  business. Its
products are commodity-like in nature and are subject to cyclical  variations in
pricing and capacity  utilization  levels. The Company is subject to competition
from a substantial number of foreign and domestic companies,  some of which have
greater financial,  engineering,  manufacturing and other resources,  or offer a
broader  product  line,  than the  Company.  The  Company's  competitors  can be
expected to continue to improve the design and performance of their products and
to   introduce   new   products   with   competitive   price   and   performance
characteristics.   Although  the  Company   believes  that  it  enjoys   certain
technological   and  other  advantages  over  its  competitors,   realizing  and
maintaining such advantages will require continued  investment by the Company in
engineering,  research  and  development,  marketing  and  customer  service and
support.  There  can be no  assurance  that the  Company  will  have  sufficient
resources  to continue  to make such  investments  or that the  Company  will be
successful in maintaining such advantages.


International Operations

A significant portion of the Company's products are manufactured or assembled in
Taiwan (Republic of China),  the People's Republic of China,  Ireland,  Germany,
and France.  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 Company experiences  unfavorable  movements in foreign
currency  rates. In addition,  a substantial  portion of the annual sales of the
Company's business are outside of the United States.

Sales  to  the  Asia  Pacific  region  accounted  for  approximately  40% of the
Company's  worldwide  sales for the year ended  December 31,  1997.  During 1998
order trends and average selling prices have weakened  significantly  reflecting
the current  economic and currency  difficulties in Southeast Asia, the economic
slowdown in Japan and the difficulties in the computer and computer  peripherals
industries.  However, approximately 50% of the Company's production is currently
in Taiwan,  the cost of which has benefited  from the weakened New Taiwan Dollar
in relation to the U.S. dollar.  Additionally,  extended underutilization of the
Company's manufacturing facilities,  resulting in production inefficiency, could
result in margin  deterioration.  There can be no  assurance as to the extent or
duration of the impact of these events on the Company.

Environment

The Company is subject to various  federal,  state,  local and foreign  laws and
regulations governing  environmental  matters,  including 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.
Complying  with  current  laws and  regulations  has not had a material  adverse
effect  on  the  Company's   financial   condition.   In  connection   with  the
Distribution, the Company retained the obligations with respect to environmental
matters  relating to the Company's  discontinued  operations and its status as a
"potentially   responsible  party."  The  Company  is  involved  in  remediation
programs,  principally  with respect to former  manufacturing  sites,  which are
proceeding  in  connection   with  federal  and  state   regulatory   oversight.
Accordingly, the Company is currently named as a "potentially responsible party"
with respect to the disposal of hazardous  wastes at nine hazardous  waste sites
located in six states.

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site  basis,  including  those  sites where the Company has been named a
"potentially responsible party." Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has recorded a reserve for environmental
matters of $32.5  million at September  30, 1998 ($34.9  million at December 31,
1997).  While the  ultimate  outcome  of these  matters  cannot  be  determined,
management  does not believe that the final  disposition  of these  matters will
have a material adverse affect on the Company's financial  position,  results of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.

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.


Year 2000

The Company recognizes the importance of ensuring that neither its customers nor
its  business  operations  are  disrupted  as a  result  of Year  2000  software
failures.  The Company, with the assistance of outside consulting resources,  is
centrally  coordinating  activities  directed toward  achieving global Year 2000
compliance.  The primary areas of potential impact include business  application
systems,  production  equipment  systems,  suppliers,   financial  institutions,
government  agencies  and  environmental  support  organizations.  None  of  the
Company's products contain date sensitive or date processing logic.
 
In 1996 the Company began an upgrade of its business applications software which
includes the  implementation of the full suite of JD Edwards ("JDE")  financial,
distribution and  manufacturing  applications.  The JDE software was selected to
add worldwide  functionality  and  efficiency  to the business  processes of the
Company as well as address a major area of Year 2000 exposure. The financial and
distribution  modules  have already been  installed.  Implementation  of the JDE
manufacturing  modules is  scheduled  for the third  quarter  of 1999.  In-house
developed applications will be tested for compliance by December 31, 1998.

Since the suite of JDE  applications  being  installed  is Year 2000  compliant,
incremental costs beyond the scope of this project,  estimated at less than $1.0
million,  do not have a material  effect on the Company's  results of operations
and are being expensed as incurred.

The Company has  surveyed  its  suppliers,  financial  institutions,  government
agencies and other vendors with which it does  business to determine  their Year
2000  readiness and  coordinate  conversion  efforts.  Survey  results should be
received and evaluated by December 31, 1998.  The Company is prepared to perform
on-site  visits to validate  the accuracy of the  information  received and will
test such systems where appropriate and possible.  Additionally, the Company has
established  programs to ensure that future  purchases of equipment and software
are Year 2000 compliant. Costs incurred have been insignificant to date.

The  Company's  contingency  plans to date have been focused on the stability of
its supply chain as described  above.  The Company expects to finalize  material
supply and product delivery contingency plans in the second quarter of 1999 once
risks  associated  with the JDE  manufacturing  module  installation  have  been
assessed. Contingency costs, if required, approximate $0.5 million.

At the  present  time,  the  Company  does not expect Year 2000 issues to have a
material  adverse  affect  on  its  products,  services,  competitive  position,
financial condition or results of operations.  However,  the Company can give no
assurance  that the systems of other  companies on which the Company relies upon
will be converted  on time or that a failure to convert by another  company or a
conversion  that is  incompatible  with the  Company's  systems would not have a
material adverse effect on the Company.