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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. These
forward-looking statements are subject to certain uncertainties and other
factors that could cause actual results to differ materially from such
statements. 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, uncertainties relating to general
political, economic and competitive conditions in the United States and other
markets where the Company operates; uncertainties relating to government and
regulatory policies; uncertainties relating to customer plans and commitments;
the Company's dependence on the cable television industry and cable television
spending; Year 2000 readiness; the pricing and availability of equipment,
materials and inventories; technological developments; the competitive
environment in which the Company operates; changes in the financial markets
relating to the Company's capital structure and cost of capital; the
uncertainties inherent in international operations and foreign currency
fluctuations; authoritative generally accepted accounting principles or policy
changes from such standard-setting bodies as the Financial Accounting Standards
Board and the Securities Exchange Commission; and the factors as set forth
below.

                      FACTORS RELATING TO THE DISTRIBUTION

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

         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,


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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 (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 Distributing Company was the
common parent based upon the difference between the fair market 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, as amended, among the
Company, certain banks, and The Chase Manhattan Bank, as Administrative Agent
(the "Credit Agreement"), contains certain restrictive financial and operating
covenants, including, among others, requirements that the Company satisfy
certain financial ratios. Significant financial ratios include (i) maintenance
of consolidated net worth above $600 million adjusted for 50% of cumulative
positive quarterly net income subsequent to June 30, 1997; (ii) maintenance of
an interest coverage ratio based on EBITDA (excluding $203 million of charges
incurred in 1997 and 1998) in comparison to net interest expense of greater than
5 to 1; and (iii) maintenance of a leverage ratio comparing total indebtedness
to EBITDA (excluding $203 million of charges incurred in 1997 and 1998) of less
than 3 to 1. The failure of the Company to satisfy the financial and/or
operating covenants contained in the Credit Agreement could cause the Company to
be unable to borrow under the Credit Agreement and would cause the Company to
seek alternative sources of working capital financing and, depending upon the
Company's financial condition 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 system operators for
constructing, rebuilding or upgrading their systems. The amount of this capital
spending, and, therefore the Company's sales and profitability, may be affected
by a variety of factors, including general economic conditions, the continuing
trend of cable system consolidation within the industry, the financial condition
of domestic cable television system operators and their access to financing,
competition from direct-to-home ("DTH"), satellite, wireless television
providers and telephone companies offering video programming, technological
developments that impact the deployment of equipment and new legislation and
regulations affecting the equipment used by cable television system operators
and their 


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customers. There can be no assurance that cable television capital spending will
increase from historical levels or that existing levels of cable television
capital spending will be maintained.

         Although the domestic cable television industry is comprised of
thousands of cable systems, a small number of large cable television multiple
systems operators ("MSOs") own a majority of cable television systems and
account for a significant portion of the capital expenditures made by cable
television system operators. The loss of business from a significant MSO could
have a material adverse effect on the business of the Company.

                 THE IMPACT OF REGULATION AND GOVERNMENT ACTION

         In recent years, cable television capital spending has 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. The
FCC is continuing its implementation of the Telecom Act which, when fully
implemented, 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.

         On June 24, 1998, the FCC released a Report and Order entitled IN THE
MATTER OF IMPLEMENTATION OF SECTION 304 OF THE TELECOMMUNICATIONS ACT OF 1996 -
COMMERCIAL AVAILABILITY OF NAVIGATION DEVICES (the "Retail Sales Order"), which
promulgates rules providing for the commercial availability of navigation
devices, including set-top devices and other consumer equipment, used to receive
video signals and other services from multichannel video programming
distributors ("MVPDs"), including cable television system operators. The Retail
Sales Order mandates that (i) subscribers have a right to attach any compatible
navigation device to an MVPD system regardless of its source and (ii) service
providers are prohibited from taking actions which would prevent navigation
devices that do not perform conditional access functions from being made
available by retailers, manufacturers, or other affiliated vendors. To
accomplish subscribers' right to attach, the FCC has ordered that (i) MVPDs must
provide technical information concerning interface parameters necessary to
permit navigation devices to operate with their systems; (ii) MVPDs must
separate out security functions from non-security functions by July 1, 2000; and
(iii) after January 1, 2005, MVPDs may not provide new navigation devices for
sale, lease or use that perform both conditional access functions and other
functions in a single integrated device.

         Unless modified or overturned, the Retail Sales Order will require
set-top device manufacturers, such as the Company, to develop a separate
security module to be available for sale to other manufacturers who want to
build set-top devices, as well as ultimately prevent the Company from offering
set-top devices in which the security and non-security functions are integrated.
In addition, the Retail Sales Order may require the Company to offer its set-top
devices through retail distribution channels, an area in which the Company has
limited experience. The competitive impact of the Retail Sales Order is still
uncertain, and


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there can be no assurance that the Company will be able to compete successfully
with other consumer electronics manufacturers interested in manufacturing
set-top devices, many of which have greater resources and retail sales
experience than the Company.

         There can be no assurance that future legislation, regulations or
government action will not have a material adverse effect on the operations and
financial condition of the Company.


                   TELECOMMUNICATIONS INDUSTRY COMPETITION AND
                   TECHNOLOGICAL CHANGES AFFECTING THE COMPANY

         The Company will be significantly affected by the competition among
cable television system 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, 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 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. The future success of the Company will also be dependent on the
ability of cable and satellite television operators to successfully market the
services provided by the Company's advanced digital terminals to their
customers. Further, there can be no assurance that the development of products
using new technologies or the increased deployment of new products 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 threats by third parties
asserting their intellectual property rights and challenging the Company's
ability to deploy new technologies.

                                   COMPETITION

         The Company's products 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. For a
discussion of competitive factors in regards to retail consumer electronic
manufacturers see "The Impact of Regulation and Government Action". 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 system 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.


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                INTERNATIONAL OPERATIONS; FOREIGN CURRENCY RISKS

         U.S. broadband system designs and equipment are being employed in
international markets, where cable television penetration is low. In addition,
the Company is developing new products to address international market
opportunities. However, the impact of the economic crises in Asia and Latin
America has significantly affected the Company's results in these markets. There
can be no assurance that international markets will rebound to historical levels
or that such markets will continue to develop or that the Company will receive
additional contracts to supply systems and equipment in international markets.

         International exports of certain of the Company's products require
export licenses issued by the U.S. Department of Commerce prior to shipment in
accordance with export control regulations. The Company has made a voluntary
disclosure to the U.S Department of Commerce with respect to several violations
by the Company of these export control regulations. While the Company does not
expect these violations to have a material adverse effect on the Company's
operations or financial condition, there can be no assurance that these
violations will not result in the imposition of sanctions or restrictions on the
Company.

         A significant portion of the Company's products are manufactured or
assembled in Taiwan and Mexico. In addition, the Company's operations are
expanding into new international markets. 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.

                               YEAR 2000 READINESS

         The Company is preparing for the impact of the arrival of the Year 2000
on its business, as well as on the businesses of its customers, suppliers and
business partners. The "Year 2000 Issue" is a term used to describe the problems
created by systems that are unable to accurately interpret dates after December
31, 1999. These problems are derived predominantly from the fact that many
software programs have historically categorized the "year" in a two-digit
format. The Year 2000 Issue creates potential risks for the Company, including
potential problems in the Company's products as well as in the Information
Technology ("IT") and non-IT systems that the Company uses in its business
operations. The Company may also be exposed to risks from third parties with
whom the Company interacts who fail to adequately address their own Year 2000
issues.

         There can be no assurance that the Company will be successful in its
efforts to address all of its Year 2000 issues. If some of the Company's
products are not Year 2000 compliant, the Company could suffer lost sales or
other negative consequences, including, but not limited to, diversion of
resources, damage to the Company's reputation, increased service and warranty
costs and litigation, any of which could materially adversely affect the
Company's business operations or financial condition.

         The Company is also dependent on third parties such as its customers,
suppliers, service providers and other business partners. If these or other
third parties fail to adequately address Year 2000 Issues, the Company could
experience a negative impact on its business operations or financial condition.
For example, the failure of certain of the Company's principal suppliers to have
Year 2000 compliant internal 


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systems could impact the Company's ability to manufacture and/or ship its
products or to maintain adequate inventory levels for production.

         The Company's Year 2000 statements, including without limitation,
anticipated costs and the dates by which the Company expects to complete certain
actions, are based on management's best current estimates, which were derived
utilizing numerous assumptions about future events, including the continued
availability of certain resources, representations received from third parties
and other factors. However, there can be no guarantee that these estimates will
be achieved, and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the ability to identify and remediate all relevant IT and non-IT
systems, results of Year 2000 testing, adequate resolution of Year 2000 Issues
by businesses and other third parties who are service providers, suppliers or
customers of the Company, unanticipated system costs, the adequacy of and
ability to develop and implement contingency plans and similar uncertainties.

                     DEVELOPMENTS RELATED TO PRIMESTAR, INC.

         On January 22, 1999, PRIMESTAR, Inc. ("PRIMESTAR") announced that it
reached an agreement to sell its direct broadcast satellite ("DBS") medium-power
business and assets as well as its rights to acquire high-power satellite assets
to Hughes Electronics Corporation ("Hughes"). PRIMESTAR, the second largest
provider of satellite television entertainment in the United States, currently
operates a 160 channel medium-power DBS service. The Company is currently the
sole supplier of digital satellite receivers and digital satellite encoders to
PRIMESTAR, representing approximately 11% of the Company's sales for the year
ended December 31, 1998.

         While the announcement stated that Hughes' DIRECTV expects to operate
PRIMESTAR's medium-power business for a period of approximately two years,
during which time it intends to transition PRIMESTAR subscribers to the
high-power DIRECTV service, the Company is currently uncertain whether and to
what extent PRIMESTAR will continue to order and purchase medium power-equipment
from the Company. Further, the Company does not expect to supply any high-power
equipment to PRIMESTAR. The announcement stated that if the proposed transaction
with Hughes is not consummated for any reason, PRIMESTAR intends to continue its
medium-power business.

         Prior to this announcement, the Company estimated that 1999 revenues 
from the sale of equipment to PRIMESTAR would be approximately $100 million. 
The Company believes that, if the proposed acquisition is consummated, such 
revenues will be substantially reduced. While the Company expects to minimize 
the effect of the potential loss of revenue from PRIMESTAR through increased 
sales of its digital cable systems and reductions in overhead expenses, there 
can be no assurance that the Company will be successful in replacing this 
lost revenue. The Company has evaluated its overhead structure and has taken 
steps to further consolidate its San Diego, CA and Horsham, PA operations, 
including reducing headcount by approximately 200. The Company expects to 
take a pre-tax charge during the first quarter of 1999 of approximately $15 
million, for severance and facility consolidation costs.

         The loss of PRIMESTAR as a continuing customer will have a 
significant impact on the Company's satellite business. However, absent the 
failure of PRIMESTAR to honor its contractual commitments with the Company, 
the Company believes that the loss of PRIMESTAR's business will not have a 
material adverse effect on the Company's financial condition or results of 
operations.

                                   ENVIRONMENT


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         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.