<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

     (Mark One)

     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2000.

                                       or

     [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ____________ to
         ____________.


                         Commission File No. 333-64483


                            DIVA Systems Corporation
            (Exact name of Registrant as specified in its charter)


                 Delaware                                     94-3226532
      (State or other jurisdiction of                       (IRS Employer
       Incorporation or organization)                   Identification Number)

                               800 Saginaw Drive
                             Redwood City, CA 94063
                    (Address of principal executive offices)

                                 (650) 779-3000
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  [X] Yes  [  ] No


     The number of shares of Registrant's classes of Common Stock at May 9, 2000
was:

            Title of each class
            -------------------
        Common Stock, $.001 par value                       17,636,474
        Class C Common Stock, $.001 par value                  857,370
<PAGE>

                            DIVA SYSTEMS CORPORATION

                         Quarterly Report on Form 10-Q

                               Table of Contents

                          Quarter Ended March 31, 2000



                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>                                                                                       <C>
Item 1.   Consolidated Financial Statements (Unaudited)
               Condensed Consolidated Balance Sheet at March 31, 2000
               and June 30, 1999                                                          1
               Condensed Consolidated Statement of Operations for the
               three months and nine months ended March 31, 2000 and 1999                 2
               Condensed Consolidated Statement of Cash Flows for the
               nine months ended March 31, 2000 and 1999                                  3
               Notes to Condensed Consolidated Financial Statements                       5
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                           7

                          PART II - OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds                                       27
Item 6.   Exhibits and Reports on Form 8-K                                                27
Signatures                                                                                28
</TABLE>
<PAGE>

                                    PART I
ITEM 1.  FINANCIAL STATEMENTS

                   DIVA SYSTEMS CORPORATION AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                       (in thousands, except share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                       March 31,               June 30,
                                Assets                                                   2000                    1999
                                                                                   --------------          -------------
<S>                                                                                <C>                     <C>
Current assets:
    Cash and cash equivalents                                                      $       65,099          $      89,239
    Short-term investments                                                                 29,730                 41,498
    Accounts receivable                                                                     1,053                   --
    Inventory                                                                               1,240                  2,663
    Prepaid expenses and other current assets                                                 852                  2,096
                                                                                   --------------          -------------

          Total current assets                                                             97,974                135,496

Property and equipment, net                                                                10,906                  9,792
Debt issuance costs, net                                                                    6,926                  8,114
Deposits and other assets                                                                     612                    550
Intangible assets, net                                                                        178                    312
                                                                                   --------------          -------------

          Total assets                                                             $      116,596          $     154,264
                                                                                   ==============          =============


      Liabilities, Redeemable Warrants and Stockholders' Deficit

Current liabilities:
    Accounts payable                                                               $        3,453          $       2,784
    Other current liabilities                                                               2,301                  1,221
    Deferred revenue                                                                        1,013                     --
    Current portion of capital lease obligation                                               661                     --
                                                                                   --------------          -------------

          Total current liabilities                                                         7,428                  4,005
                                                                                   --------------          -------------

Notes payable                                                                             302,961                275,564
Long - term portion of lease payable                                                        1,204                     --
Deferred rent                                                                                 740                     --
                                                                                   --------------          -------------

          Total liabilities                                                               312,333                279,569
                                                                                   --------------          -------------

Redeemable warrants                                                                         6,586                  2,108
                                                                                   --------------          -------------

Commitments and contingencies

Stockholders' deficit:
    Preferred stock, $0.001 par value; 30,000,000 shares authorized; 22,271,499
       and 21,390,283 shares issued and outstanding as of March 31, 2000, and
       June 30, 1999, respectively.
    Common stock, $0.001 par value; 65,000,000 shares authorized;                              22                     21
       18,425,897 and 17,463,574 shares issued and outstanding as
       of March 31, 2000, and June 30, 1999, respectively.                                     18                     17
    Additional paid-in capital                                                            126,872                117,170
    Deferred compensation                                                                  (5,586)                (1,248)
    Accumulated deficit                                                                  (323,649)              (243,373)
                                                                                   --------------          -------------

       Total stockholders' deficit                                                       (202,323)              (127,413)
                                                                                   --------------          -------------

       Total liabilities, redeemable warrants and stockholders' deficit            $      116,596          $     154,264
                                                                                   ==============          =============
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.

                                       1
<PAGE>

                   DIVA SYSTEMS CORPORATION AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                     (in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                    Nine Months Ended
                                                              March 31,                             March 31,
                                                       2000               1999                2000              1999
                                                  ------------       ------------       --------------      -----------
<S>                                               <C>                <C>                <C>                 <C>
Revenues:
            Product                               $        436       $         --       $        1,380      $        --
            License                                         16                 --                   16               --
            Service                                        132                107                  303              227
                                                  ------------       ------------       --------------      -----------

                     Total revenues                        584                107                1,699              227

Operating expenses:
            Cost of product revenue                      2,555                 --                3,658               --
            Programming                                    983              2,569                3,248            6,508
            Operations                                   1,738              2,181                4,738            6,283
            Engineering and development                  7,494              7,307               19,697           18,466
            Sales and marketing                          1,645              1,558                4,938            4,164
            General and administrative                   7,011              4,878               16,154           11,670
            Depreciation and amortization                2,095              2,620                5,370            7,401
                                                  ------------       ------------       --------------      -----------

                     Total operating expenses           23,521             21,113               57,803           54,492
                                                  ------------       ------------       --------------      -----------

                     Operating loss                     22,937             21,006               56,104           54,265
                                                  ------------       ------------       --------------      -----------

Other (income) expense:
            Interest income                             (1,449)            (1,959)              (4,548)         (6,950)
            Interest expense                             9,903              8,583               28,720          24,991
                                                  ------------       ------------       --------------      ----------
                     Total other expense, net            8,454              6,624               24,172          18,041
                                                  ------------       ------------       --------------      ----------

                     Net loss                           31,391             27,630               80,276          72,306

Accretion of redeemable warrants                         4,175                294                4,478             816
                                                  ------------       ------------       --------------   -------------

                     Net loss attributable to
                        common stockholders       $     35,566       $     27,924       $       84,754      $   73,122
                                                  ============       ============       ==============      ==========

Basic and diluted net loss per share:             $       1.95       $       1.62       $         4.76       $    4.27
                                                  ============       ============       ==============      ==========

Shares used in per share computation                    18,241             17,220               17,812          17,116
                                                  ============       ============       ==============      ==========
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.

                                       2
<PAGE>

                   DIVA SYSTEMS CORPORATION AND SUBSIDIARIES
                Condensed Consolidated Statement of Cash Flows
                                (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                          March 31,
                                                                                   2000                      1999
                                                                               ------------           --------------
      <S>                                                                      <C>                    <C>
      Cash flows from operating activities:
         Net loss                                                              $    (80,276)          $      (72,306)
         Adjustments to reconcile net loss to net
           cash used in operating activities:
              Depreciation and amortization                                           5,370                    7,401
              Loss on disposition of property and equipment                              82                    1,161
              Inventory write down                                                    2,477                       --
              Amortization of debt issuance costs and
                accretion of discount on notes payable                               28,622                   24,988
              Amortization of deferred stock compensation                             1,591                      534
              Stock issued for services                                                  49                       --
              Changes in operating assets and liabilities:
                Other assets                                                          1,244                      145
                Accounts receivable                                                  (1,053)                      --
                Inventory                                                              (498)                      --
                Accounts payable                                                        669                    2,202
                Other current liabilities                                             1,835                     (357)
                Deferred revenue                                                      1,013                       --
                                                                             --------------              -----------
                  Net cash used for operating activities                            (38,875)                 (36,232)
                                                                             --------------              -----------

      Cash flows from investing activities:
         Purchases of property and equipment                                         (4,923)                 (11,241)
         Deposits on property and equipment                                             (62)                    (207)
         Proceeds from the sale of assets                                                40                       --
         Purchases of short-term investments                                             --                  (15,073)
         Proceeds from the sale of short-term investments                            11,768                       --
                                                                             --------------              -----------
                  Net cash provided by (used for) investing activities                6,823                  (26,521)
                                                                             --------------              -----------

      Cash flows from financing activities:
         Issuance of preferred stock, net                                             7,001                       --
         Exercise of stock options, series AA preferred stock
             options and issuance of common stock                                     1,203                      202
         Payments on capital lease                                                     (255)                      --
         Payments on note payable                                                       (37)                     (16)
                                                                             --------------              -----------
                  Net cash provided by financing activities                           7,912                      186
                                                                             --------------              -----------

      Net increase (decrease) in cash and cash equivalents                          (24,140)                 (62,567)

      Cash and cash equivalents at beginning of period                               89,239                  167,549
                                                                             --------------              -----------
      Cash and cash equivalents at end of period                                     65,099              $   104,982
                                                                             ==============              ===========
</TABLE>

                                                                  (continued)

                                       3
<PAGE>

                   DIVA SYSTEMS CORPORATION AND SUBSIDIARIES
          Condensed Consolidated Statement of Cash Flows (Continued)
                                (in thousands)
                                  (unaudited)

<TABLE>
         <S>                                                                 <C>                         <C>
      Noncash investing and financing activities:
         Reclassification of equipment to inventory                          $          556              $        --
                                                                             ==============              ===========
         Accretion of redeemable warrants                                    $        4,478              $       816
                                                                             ==============              ===========
         Equipment acquired under capital lease obligations                  $        2,120              $        --
                                                                             ==============              ===========
         Deferred compensation expense associated with stock options         $        5,978              $     1,986
                                                                             ==============              ===========
</TABLE>

      See accompanying notes to interim condensed consolidated financial
statements.

                                       4
<PAGE>

                   DIVA SYSTEMS CORPORATION AND SUBSIDIARIES
         NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

Note 1--The Company And Basis Of Presentation

         DIVA Systems Corporation (the Company), is a provider of interactive,
on-demand products and services. The Company was in the development stage from
July 1, 1995 (inception) to September 30, 1999, and its primary activity was
performing research and development, licensing program content, manufacturing
the necessary equipment, developing a service offering, establishing strategic
alliances, deploying service trials and limited commercial launches with cable
operators and raising capital. As of October 1, 1999, the Company commenced
principal operations, which consists of manufacturing, selling, licensing and
providing operational support for its video-on-demand products and services.

         The interim unaudited financial statements as of March 31, 2000, for
the three and nine months ended March 31, 2000 and 1999 have been prepared on
substantially the same basis as the Company's audited financial statements for
the year ended June 30, 1999 and include all adjustments, consisting only of
normal recurring adjustments, that, in the opinion of management, are necessary
for a fair presentation of the financial information set forth herein. The
results of operations for current interim periods are not necessarily indicative
of results to be expected for the current year or any other period.

         These interim unaudited financial statements should be read in
conjunction with the Company's annual financial statements, included in the
Company's Form 10-K for the year ended June 30, 1999 (Fiscal 1999).

Note 2--Basic and Diluted Net Loss Per Share

         Basic and diluted net loss per share is computed using net loss
adjusted for the accretion of the redeemable warrants and the weighted-average
number of outstanding shares of common stock. Potentially dilutive securities,
including options, warrants, restricted common stock, and preferred stock,
(amounting to 37,837,662 shares of common stock) have been excluded from the
computation of diluted net loss per share because the effect of this inclusion
would be antidilutive. Information pertaining to potentially dilutive securities
is included in Notes 6 and 7 of notes to consolidated financial statements
included in the Company's Fiscal 1999 Form 10-K.

Note 3--Revenue Recognition Policy

         The Company recognizes revenue in accordance with the American
Institute of Certified Public Accountants (AICPA) issued Statement of Position
97-2, "Software Revenue Recognition" (SOP 97-2). SOP 97-2 generally requires
revenue earned on software arrangements involving multiple elements to be
allocated to each element based on the relative fair values of the elements. The
fair value of an element must be based on Vendor Specific Objective Evidence
(VSOE) of the relative fair values of the elements. VSOE is determined by the
price charged when the element is sold separately.

                                       5

<PAGE>

         In December 1998, the Accounting Standards Executive Committee issued
Statement of Position 98-9 (SOP 98-9), "Software Revenue Recognition, with
respect to certain arrangements", which requires recognition of revenue using
the residual method in a multiple element arrangement when fair value does not
exist for one or more of the delivered elements in the arrangement. Under the
residual method, the total fair value of the undelivered elements is deferred
and subsequently recognized in accordance with SOP 97-2.

         The Company's contracts are generally multiple-element arrangements
with a network operator involving a combination of video-on-demand hardware
products, licenses for system software and selected content and operational
services. As a result we recognize revenue in accordance with the American
Institute of Certified Public Accountants Statement of Position 97-2, "Software
Revenue Recognition," and Statement of Position 98-9, "Software Revenue
Recognition, with Respect to Certain Transactions." Statement of Position 97-2
generally requires revenue earned on software arrangements involving multiple
elements to be allocated to each element based on the relative fair values of
the elements. The fair value of an element must be based on vendor specific
objective evidence of the relative fair values of the elements. Vendor specific
objective evidence is determined by the price charged when the element is sold
separately. Statement of Position 98-9 requires recognition of revenue using the
residual method in a multiple element arrangement when fair value does not exist
for one or more of the delivered elements in the arrangement. Under the residual
method, revenue for the undelivered elements is deferred and subsequently
recognized in accordance with Statement of Position 97-2. Evidence of the fair
value of the individual elements in our current agreements does not exist.

         As a result, upon the delivery of the Company's video-on-demand
hardware products, revenue is recognized to the extent of the cost of these
hardware products. Any remaining product revenue is amortized on a straight-line
basis over the remaining term of the agreement. The Company recognizes license
revenues ratably over the term of the agreement. If the Company's services are
provided on a fee-for-service basis, service revenues are recognized as the
services are performed. If the services are provided on a revenue sharing basis,
service revenues are recognized based on program purchases by subscribers.

         The Company provides limited warranty rights to its customers, which
are accounted for in accordance with SFAS No. 5, "Accounting for Contingencies."
Estimated warranty obligations are provided by charges to operations in the
period in which the related revenue is recognized. To date, the estimated
warranty obligations have not been considered significant.


Note 4--Subsequent Event

         In April 2000, the Company completed the sale of 555,556 shares of
Series F Preferred Stock for $5.0 million to OpenTV Corp. In May 2000, the
Company completed the sale of 444,445 shares of Series F Preferred Stock for
$4.0 million to Liberate Technologies and 666,667 shares of Series F Preferred
Stock for $6.0 million to NTL Incorporated.

                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The following discussion should be read in conjunction with the
unaudited consolidated interim financial statements for the three and nine
months ended March 31, 2000 and 1999.

Overview

         We are a leading provider of interactive, on-demand television products
and services. We are the only company currently commercially deploying an
end-to-end video-on-demand service in North America. We have also recently
introduced an interactive program guide as a stand-alone product. Both our
video-on-demand service and interactive program guide operate on
industry-standard digital set-top boxes and operating systems and provide
flexible and cost-effective interactive television solutions for cable and other
broadband operators, which we refer to as network operators. DIVA was founded in
June 1995. Since our inception, we have devoted substantially all of our
resources to developing our video-on-demand products and services, establishing
industry relationships, carrying out initial marketing activities, negotiating
deployment agreements and establishing the operations necessary to support the
commercial deployment of our video-on-demand products and services.

         Beginning in June 1999, we shifted our sales and marketing strategy to
emphasize selling our video-on-demand hardware products, licensing our system
software, and providing a suite of content acquisition and operational support
services on an `a la carte basis to network operators. Under this approach, the
network operator purchases the video-on-demand system hardware and takes the
capital and operating expense risk associated with such ownership. The network
operator licenses our system software and can then select the other
video-on-demand support services it wants to utilize. The network operator can
select either the entire package of content and operational support services and
pay us a portion of the revenues they receive from video-on-demand services, or
select some or all of these services on a fee-for-service basis. We expect that
the substantial majority of our future revenues will be derived from this new
strategy.

         Prior to June 1999, we offered our video-on-demand service only as an
end-to-end system solution for network operators. Under this approach, we own,
install and fund all hardware and software components of our system. We manage
and deliver the end-to-end video-on-demand service offering to cable
subscribers. We generate revenues from deployment agreements with network
operators based on a share of the revenues generated by the network operators
from video-on- demand revenues and other monthly subscriber fees.

         Through March 31, 2000, we have generated minimal revenues and have
incurred significant losses and substantial negative cash flow, primarily due to
engineering and development expenditures and other costs required to develop our
video-on-demand products and services. Since inception through March 31, 2000,
we have an accumulated deficit of $323.6 million and have not achieved
profitability on a quarterly or annual basis. We expect to continue to incur
substantial net losses and negative cash flow for at least the next few years.
Our historical revenues and expenditures are not necessarily indicative of, and
should not be relied upon as an indicator of, revenues that may be attained or
expenditures that may be incurred by us in future periods.

                                       7
<PAGE>

Revenues

         Our revenues are comprised of three components: product revenues
resulting from the sale of our video-on-demand hardware products; licensing
revenues resulting from the licensing of our systems software applications; and
service revenues resulting from programming services, our on-screen
video-on-demand navigator and operations support services. To date, we have not
recognized any revenues from our interactive program guide.

         Our contracts are generally multiple-element arrangements with a
network operator involving a combination of video-on-demand hardware products,
licenses for system software and selected content and operational services. As a
result we recognize revenue in accordance with the American Institute of
Certified Public Accountants Statement of Position 97-2, "Software Revenue
Recognition," and Statement of Position 98-9, "Software Revenue Recognition,
with respect to certain arrangements." Statement of Position 97-2 generally
requires revenue earned on software arrangements involving multiple elements to
be allocated to each element based on the relative fair values of the elements.
The fair value of an element must be based on vendor specific objective evidence
of the relative fair values of the elements. Vendor specific objective evidence
is determined by the price charged when the element is sold separately.
Statement of Position 98-9 requires recognition of revenue using the residual
method in a multiple element arrangement when fair value does not exist for one
or more of the delivered elements in the arrangement. Under the residual method,
the total fair value of the undelivered elements is deferred and subsequently
recognized in accordance with Statement of Position 97-2. Evidence of the fair
value of the individual elements in our current agreements does not exist.

         As a result, upon the delivery of our video-on-demand hardware
products, revenue is recognized to the extent of the cost of these hardware
products. Any remaining product revenue is amortized on a straight-line basis
over the remaining term of the agreement. We recognize license revenues ratably
over the term of the agreement. If our services are provided on a
fee-for-service basis, service revenues are recognized as the services are
performed. If the services are provided on a revenue sharing basis, service
revenues are recognized based on program purchases by subscribers.

Operating Expenses

         Cost of Product Revenues. Our cost of product revenues consists of
contract manufacturing costs, component and material costs, and other direct
product expenditures associated specifically with our video-on-demand hardware
products.

         Programming. Programming expense includes license fees payable to
content providers, costs related to the acquisition and production of
digitally encoded programming content (including movies, videos, previews and
promotions) and content duplication and distribution expenses. Historically,
programming expense has represented a significant portion of our operating
expenses, since we provided all programming content as an integral component
of our end-to-end video-on-demand service. In the future, we expect that
programming expenses will decrease as a percentage of total operating expenses
because we anticipate that some larger network operators will take
responsibility for acquiring their own

                                       8

<PAGE>

content. We expect to continue to incur programming expenses for network
operators that elect to have us provide programming content or contract for an
end-to-end video-on-demand service from us.

         Operations. Operations expense includes the cost of field operations,
both for initial launches and for ongoing support of our installed
video-on-demand base. These costs include personnel and other costs for
technical support, customer service training, installation, launch support, and
maintenance costs for our video-on-demand system. In addition, operations
expense includes personnel and other costs which support our ongoing
manufacturing relationships with third-party manufacturers. We expect operations
expense to increase in the future due to an increase in the manufacture and sale
of our video-on-demand hardware. To the extent network operators elect to
contract with us for operations support, operations expense would increase in
the area of field support and maintenance.

         Engineering and Development. Engineering and development expense
consists of salaries, consulting fees, prototype hardware and other costs to
support product development. Our engineering and development efforts involve
ongoing system software development, system integration and new technology. To
date, the most substantial portion of our operating expenses have been
engineering and development expense. We expect to continue to incur significant
engineering and development expenditures for continued development and
enhancements to our video-on-demand products and services. We believe these
expenditures are necessary to remain competitive, to assure our products and
services are integrated with industry standards and to offer new services, such
as our recently introduced interactive program guide, and enhancements to our
customers.

         Sales and Marketing. To date, our sales and marketing expense has
consisted of the costs of marketing our video-on-demand products and services to
network operators and their customers and has included business development and
marketing personnel, travel expenses, trade shows, consulting fees and
promotional costs. Historically, our sales and marketing expense has also
included telemarketing, direct mailings, targeted advertising and promotional
campaigns and other direct marketing costs related to acquiring subscribers
under our end-to-end video-on-demand service. In the future, we expect that
direct marketing costs will not represent a significant component of total sales
and marketing expense, as most network operators will take responsibility for
marketing video-on-demand services to their subscribers. To the extent we
provide these services, they will likely be performed under individual service
agreements with the network operators and, accordingly, will fluctuate with
revenues. Our future sales and marketing costs will consist primarily of market
development and product management expenses.

         General and Administrative. General and administrative expense consists
primarily of salaries and related expenses of management and administrative
personnel, professional fees and general corporate and administrative expenses.
In addition, general and administrative expense includes costs associated with
the development, support and growth of our management information system
infrastructure. We expect general and administrative expense to increase over
time to support the expansion of our business activities.

         Depreciation and Amortization. Depreciation and amortization expense
includes depreciation of property and equipment, including our video-on-demand
hardware. Generally, depreciation is calculated using the straight-line method
over the estimated useful lives of the assets, which range from three to five
years. Historically, depreciation expense has been a significant component of
our operating

                                       9
<PAGE>

expenses. This resulted from the significant investment in capital equipment
necessary to deploy our end-to-end video-on-demand service. We expect
depreciation expense to decrease as a component of operating expense in the
future as network operators purchase the various video-on-demand hardware
components directly from us.

Other Income and Expense

         Other income and expense primarily consists of interest income and
interest expense. Interest income consists of earnings on cash, cash equivalents
and short-term investments. Interest expense consists primarily of accreted
interest on our outstanding debt.

Results of Operations

Revenues

         Our total revenues for the three months ended March 31, 2000 were
$584,000 compared to $107,000 for the three months ended March 31, 1999. Total
revenues for the nine months ended March 31, 2000, were $1.7 million compared to
$227,000 for the nine months ended March 31, 1999.

         Product revenues were $436,000 for the three months ended March 31,
2000 and $1.4 million for the nine months ended March 31, 2000. We had no
product revenues for the three and nine months ended March 31, 1999. The
increase in product revenue was due to the recognition of revenues related to
sales of our video-on-demand hardware. In addition, we have received $1.0
million for the future delivery of certain hardware, which was recorded as
deferred revenue. This revenue will be recognized when this hardware is
delivered and installed. License revenues were $16,000 for the three months
ended March 31, 2000. We had no license revenues prior to the quarter ended
March 31, 2000. Service revenues were $132,000 and $107,000 for the three months
ended March 31, 2000 and 1999, respectively and $303,000 and $227,000 for the
nine months ended March 31, 2000 and 1999, respectively.

Operating Expenses

         Cost of Product Revenues. Our cost of product revenues was $2.6 million
and $3.7 million for the three months and nine months ended March 31, 2000,
respectively. Included in our cost of product revenues for the quarter ended
March 31, 2000 was a one-time inventory write-down of $2.1 million related to
our first generation video-on-demand hardware.

         Programming. Our programming expense was $1.0 million and $2.6 million
for the three months ended March 31, 2000 and 1999, respectively. Programming
expense was $3.2 million for the nine months ended March 31, 2000 compared to
$6.5 million for the nine months ended March 31, 1999. The decrease in
programming expense was primarily attributable to reduced labor and other
related program production service costs. In addition, we have reduced the
number of trailers, previews, promotions, and other encoding related costs,
resulting in a reduction of overall expenditures in this area. The three and
nine months ended March 31, 2000 reflect this reduced level of expenditures when
compared to the three and nine months ended March 31, 1999.

         Operations. Our operations expense was $1.7 million and $2.2 million
for the three months ended March 31, 2000 and 1999, respectively. Operations
expense was $4.7 million for the nine months ended March 31, 2000 compared to
$6.3 million for the nine months ended March 31, 1999. The decrease in
operations expenses is primarily the result of our decision to discontinue the
manufacture of

                                       10
<PAGE>

our own proprietary set-top box in the third quarter of Fiscal 1999. As a
result, manufacturing-related costs have decreased in the current period as
compared to the comparable period in Fiscal 1999.

         Engineering and Development. Our engineering and development expense
was $7.5 million and $7.3 million for the three months ended March 31, 2000 and
1999, respectively. Engineering and development expense was $19.7 million for
the nine months ended March 31, 2000 compared to $18.5 million for the nine
months ended March 31, 1999. The increase in engineering and development expense
was attributable to the hiring of additional engineering and development
personnel, outside consultants and other engineering expenses in connection with
the further development and enhancement of our video-on-demand technology. In
addition, the increase included expenditures for the development of new
products and services such as our interactive program guide and integration
activities related to digital broadcast platforms and middleware applications
required for deployment by network operators.

         Sales and Marketing. Our sales and marketing expense was $1.7 million
and $1.6 million for the three months ended March 31, 2000 and 1999,
respectively. Sales and marketing expense was $4.9 million for the nine months
ended March 31, 2000 compared to $4.2 million for the nine months ended March
31, 1999. The primary items contributing to the increase in marketing expense
were promotional expenditures in connection with our recent commercial
deployments, continued business development activities and product management
costs.

         General and Administrative. Our general and administrative expense was
$7.0 million and $4.9 million for the three months ended March 31, 2000 and
1999, respectively. General and administrative expense was $16.2 million for the
nine months ended March 31, 2000 compared to $11.7 million for the nine months
ended March 31, 1999. Overall, these expenses have increased as a direct result
of the growth in all phases of our operations. In addition to the increase in
personnel related expenses, the increase in general and administrative expense
is the result of increased rent expense due to the relocation of our corporate
headquarters to a new facility and international business development expenses,
including the operations of an office in the United Kingdom.

         Depreciation and Amortization. Our depreciation and amortization
expense was $2.1 million and $2.6 million for the three months ended March 31,
2000 and 1999, respectively. Depreciation and amortization expense was $5.4
million for the nine months ended March 31, 2000 compared to $7.4 million for
the nine months ended March 31, 1999. The decrease in depreciation and
amortization expense is the result of approximately $9.1 million in write-downs
recorded in the fourth quarter of fiscal 1999 related to older, prototype
video-on-demand hardware. In addition, approximately $2.7 million of previously
capitalized equipment was transferred to inventory in the fourth quarter of
fiscal 1999.

         Stock-Based Compensation. For the three months ended March 31, 2000 and
1999, we recorded $1.3 million and $218,000, respectively, in deferred stock
compensation expense. For the nine months ended March 31, 2000 and 1999, we
recorded $1.6 million and $534,000, respectively, in deferred stock compensation
expense. The increase in compensation expense in the three and nine months ended
March 31, 2000, was related to increased stock options granted to employees and
consultants. We expect to continue to grant options to employees which may
result in an increase in deferred stock-based compensation which will be
amortized over the applicable vesting periods of the options.

                                       11
<PAGE>

Other Income and Expenses

         Interest income was $1.5 million and $2.0 million for the three months
ended March 31, 2000 and 1999, respectively, and $4.5 million and $7.0 million
for the nine months ended March 31, 2000 and 1999, respectively. The decrease in
interest income is the result of a decrease in cash and cash equivalent balances
which are invested in short-term interest bearing accounts and a decrease in
short-term investments. Interest expense was $9.9 million and $8.6 million for
the three months ended March 31, 2000 and 1999, respectively, and $28.7 million
and $25.0 million for the nine months ended March 31, 2000 and 1999,
respectively.

Provision for Income Taxes

         We have not provided for or paid federal income taxes due to our net
losses. As of June 30, 1999, we had net operating loss carryforwards of
approximately $148.2 million to offset future income subject to federal income
taxes and $82.0 million available to offset future California taxable income. As
of June 30, 1999, we had $6.5 million in net operating losses to offset future
New Jersey taxable income. The extent to which such loss carryforwards can be
used to offset future taxable income may be limited because of ownership changes
pursuant to Section 382 of the Internal Revenue Code of 1986, as amended.

Liquidity and Capital Resources

         From inception through March 31, 2000, we have financed our operations
primarily through the gross proceeds of private placements totaling
approximately $83.3 million of equity and $250.0 million of high yield debt
securities, net of repayments. During the nine months ended March 31, 2000, we
raised $7.0 million by issuing preferred stock to General Instrument
(subsequently acquired by Motorola). As of March 31, 2000, we had cash and cash
equivalents and short-term investments totaling $94.8 million. In April and May
2000, we entered into agreements to raise a total of $15.0 million by issuing
preferred stock to OpenTV Corp., NTL Incorporated, and Liberate Technologies.

         On February 19, 1998, we received $250.0 million in gross proceeds from
an offering of 463,000 units consisting of senior discount notes with an
aggregate principal amount at maturity of $463.0 million and warrants to
purchase an aggregate of 2,778,000 shares of common stock. The notes are senior
unsecured indebtedness, and rank pari passu with any future unsubordinated
unsecured indebtedness. The notes will be senior to any future subordinated
indebtedness, but effectively will be subordinated to any future secured
indebtedness.

         The indenture governing our senior discount notes imposes operating and
financial restrictions on us and our subsidiaries. These restrictions in certain
cases significantly limit or prohibit our ability directly and through our
subsidiaries to incur additional indebtedness, create liens upon assets, apply
the proceeds from the disposal of assets, make investments, make dividend
payments and other distributions on capital stock and redeem capital stock.
These covenants may limit our ability to finance our future operations or to
engage in other business activities that may be in our best interest.

         The senior discount notes were sold at a significant discount, and must
be repaid at maturity on March 1, 2008. Commencing September 1, 2003, we are
required to make semi-annual interest

                                       12
<PAGE>

payments of $29.2 million, based on the aggregate par value of $463.0 million.
There are no principal payments due on the senior discount notes prior to
maturity on March 1, 2008.

         Our gross proceeds from the issuance of the senior discount notes were
approximately $250.0 million. In connection with the offering, we allocated
approximately $18.1 million of the proceeds to the warrants. The net proceeds
from the offering of the notes were approximately $199.9 million, after
deducting placement fees and other offering costs, the extinguishment of all the
subordinated discount notes issued in a previous offering and a premium paid in
connection with the early extinguishment of these notes.

         We expect to require significant working capital and incur significant
operating expenses in the future. Working capital requirements include inventory
expenditures for our video-on-demand and interactive program guide hardware and
general capital expenditures associated with our anticipated growth. Our working
capital needs will, in part, be determined by the rate at which network
operators purchase and introduce our video-on-demand products and services. In
addition to working capital, we intend to make significant expenditures for
continued development and enhancement of our video-on-demand technology,
development of new services and other expenses associated with the delivery of
our video-on-demand products and services. Our actual cash requirements may vary
from expectations and will depend on numerous factors and conditions, many of
which are outside of our control. We may also use a portion of our cash
resources to purchase some of our outstanding indebtedness in the open market
from time to time depending on market conditions.

         We believe our cash, cash equivalents and short-term investments will
be sufficient to satisfy our cash requirements at least through the next twelve
months. Thereafter, we will need to raise significant additional funds to
support our operations. However, we may need to raise additional funds earlier
if our estimates of working capital and operating expenditure requirements
change or prove to be inaccurate. We may also need to raise significant
additional funds in order to respond to unforeseen technological or marketing
hurdles or to take advantage of unanticipated opportunities. We have no present
commitments or arrangements assuring us of any future equity or debt financing,
and there can be no assurance that we will be able to obtain any such equity or
debt financing on favorable terms or at all. In the event that we are unable to
obtain such additional capital, we will be required to delay the expansion of
our business or take other actions that would harm our business and our ability
to achieve sufficient cash flow to service our indebtedness. To the extent we
raise additional cash by issuing equity securities, our existing stockholders
will be diluted.

Financial Market Risks

         We are exposed to financial market risks, including changes in interest
rates and marketable equity security prices. Typically we do not attempt to
reduce or eliminate our market exposures on our investment securities because
the majority of our investments are short-term.

                                       13
<PAGE>

         The fair value of our investment portfolio or related income would not
be significantly impacted by either a 100 basis point increase or decrease in
interest rates due mainly to the short-term nature of the major portion of our
investment portfolio.

         All of the potential changes noted above are based on a sensitivity
analysis performed on our balances as of June 30, 1999.

Year 2000

         The following provides a year 2000 update and supplements the
discussion included in our annual financial statements, included in our Form
10-K for Fiscal 1999.

         Through the four months of calendar year 2000, we completed the
transition from calendar year 1999 to 2000 and did not experience any material
disruptions to operations as a result of the transition.

Recent Account Pronouncements

         In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, hedging activities, and exposure
definition. SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The Statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Earlier application of
the Statement is permitted. The Company does not expect it to have a material
impact on its consolidated results of operations or financial position.

         In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1, "Software for Internal
Use," which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. SOP No. 98-1 is effective for financial
statements for fiscal years beginning after December 15, 1998. The Company does
not expect that the adoption of SOP No. 98-1 will have a material impact on its
consolidated financial statements.

         In December 1999, the Securities and Exchange Commission issued SAB No.
101, "Revenue Recognition in Financial Statements," which will be effective for
us in the first quarter of fiscal 2001. We are currently analyzing this
statement, but do not expect it to have a material impact on our consolidated
financial statements.

         In March 2000, the Financial Accounting Standards Board issued
Financial Accounting Standard Interpretation No. 44 "Accounting for Certain
Transactions Involving Stock Compensation." This interpretation clarifies the
accounting for certain issues relating to employee stock-based compensation
awards, including the definition of employee, the criteria for a
non-compensatory plan and the accounting for the modification of terms of stock
award plans. We are currently analyzing this interpretation, but do not expect
it to have a material impact on our consolidated financial statements.

                                       14
<PAGE>

Factors Affecting Operating Results

We are an early stage company with limited revenues and a history of losses, we
expect to continue to incur substantial losses and negative cash flow and we may
never achieve or sustain profitability

         We are an early stage company with limited commercial operating
history. We have generated revenues of $2.1 million and have incurred net losses
of approximately $323.6 million since our inception through March 31, 2000. We
expect to continue to incur substantial losses and experience substantial
negative cash flow for at least the next few years as we continue to develop our
video-on-demand service capability and sell and license our products and
services. We do not expect to generate substantial revenues unless and until our
video-on-demand products and services are deployed at a significant number of
additional cable systems and a significant number of viewers access our service.
If we do not achieve and sustain profitability in the future, then we may be
unable to continue our operations.

         Our prospects should be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets. Our
future success depends on a number of factors, including the following:

 .    our ability to enter into agreements for broad distribution of our video-
     on-demand and interactive program guide products and services to network
     operators;
 .    the extent to which network operators upgrade their cable plant to enable
     two-way operation and deploy digital set-top boxes;
 .    the extent to which viewers use our products and services for interactive,
     on-demand television; o our ability to continue integrating our software
     and hardware with other digital applications and services selected by
     network operators in the United States and internationally, including set-
     top boxes, application managers and set-top box operating systems, cable
     system components and electronic program guides;
 .    the extent to which third-party cable suppliers adapt their equipment to
     integrate with our equipment and reduce the cost and physical space
     requirements for their equipment;
 .    our ability to continue further technical development of our video server,
     our access equipment, our service software and our other video-on-demand
     system components in order to reduce their manufacturing cost and enhance
     their functionality; and
 .    our ability to operate existing contracted video-on-demand deployments with
     acceptable system performance and viewer acceptance.

Because we have a limited operating history, we have limited historical
financial data on which to base planned operating expenses, and investors may
find it difficult to evaluate our business and future prospects

         Our limited operating history makes it very difficult to evaluate our
business and future prospects. As a result of our limited operating history, it
is difficult for us to accurately forecast our revenues, and we have limited
meaningful historical financial data on which to base planned operating
expenses. We are unable to accurately forecast our revenues because:

 .    we participate in an emerging market;

                                      15
<PAGE>

 .    our current deployment agreements with network operators are for a single
     system or a limited number of systems, and we are unable to predict whether
     they will be expanded to cover additional systems;
 .    we cannot predict the rate at which cable subscribers will sign up for our
     service;
 .    we expect to sign new sales, service and licensing agreements on an
     irregular basis, if at all, and there may be long periods of time during
     which we do not enter into new agreements or expanded arrangements; and
 .    we have a lengthy sales cycle, which makes it difficult to forecast the
     quarter during which a sale will occur.

         We have recently expanded our sales and marketing strategy, from one
under which we owned all hardware and software components of our video-on-demand
system and delivered the video-on-demand service offering to cable subscribers,
to include the option under which the network operator purchases, owns and
maintains all or part of the video-on-demand system hardware and takes the
capital and operating expense risk associated with such ownership. It is
difficult to predict the timing and amount of revenue that will be generated
following this change in strategy.

We expect our financial results to fluctuate significantly because we depend on
a small number of relatively large orders and other factors

         Our quarterly operating results will fluctuate significantly in the
future as a result of a variety of factors, either alone or in combination. In
the short term, we expect our quarterly revenues to be significantly dependent
on a small number of relatively large orders for our products and services. As a
result, our quarterly operating results may fluctuate significantly if we are
unable to complete one or more substantial sales in any given quarter. Factors
that will affect our quarterly results, many of which are outside our control,
include:

 .    the timing of deployments by network operators of our video-on-demand and
     interactive program guide products and services;
 .    the terms of our contractual arrangements with network operators, who may
     either contract to have us manage and operate an end-to-end solution or
     purchase software and hardware components separately to create their own
     video-on-demand systems;
 .    the mix of services revenues, which depends on the extent to which network
     operators purchase services from us on a fee-for-service basis or a revenue
     sharing basis;
 .    competitive pressure, which may cause us to change our pricing structures;
     and
 .    demand for and viewer acceptance of our video-on-demand service.

         A significant portion of our operating expenses are relatively fixed
and necessary to develop our business. These expenses are largely independent of
the revenue generated in any given quarter from sales of products and services
to network operators. To the extent that increased expenses are not subsequently
followed by increased revenues, our operating results will suffer. If revenue
falls below expectations in any quarter, the adverse impact of the revenue
shortfall on operating results in that quarter may be increased by our inability
to adjust fixed spending to compensate for the shortfall.

                                      16
<PAGE>

         Due to these and other factors, we believe that period-to-period
comparisons of our operating results may not be meaningful or indicative of
future performance. You should not rely on our results for any one quarter as an
indication of our future performance.

If we do not achieve broad deployment of our video-on-demand and interactive
program guide products and services, our business will not grow

         Our future success depends in large part on our ability to sell our
products and services and deploy our video-on-demand system in a broad base of
cable systems, on terms that will generate a profit. We believe that network
operators will initially be unwilling to commit to broad deployments of our
video-on-demand services and products until they have completed trials of our
services as well as those of competitors. Our ability to achieve broad network
operator deployments will depend on our success in demonstrating that:

 .    our products and services are reliable and scalable and integrate with
     products and services provided by other cable industry suppliers chosen by
     the network operator;
 .    video-on-demand is a compelling consumer product and viewers will purchase
     video-on-demand content at prices and in quantities that will justify the
     network operator's investment in our video-on-demand products and services
     rather than alternative entertainment services such as pay-per-view and
     near-video-on-demand;
 .    our video-on-demand and interactive program guide products are compatible
     with industry standards as they evolve; and
 .    our technology enables the network operator to add new revenue generating
     services.

     If we are unable to persuade network operators to purchase our products or
services and deploy video-on-demand broadly in their cable systems, the growth
of our business will suffer.

If the limited commercial deployments of our video-on-demand service with
network operators are not expanded, our results of operations and our reputation
will suffer

         We have deployed our video-on-demand service in a single cable system
owned by Charter, a multiple-headend cable system owned by MediaOne, two cable
systems owned by Chambers and three cable systems owned by Insight. In May 2000,
we entered into an agreement with Charter to deploy our video-on-demand service
in a number of additional cable systems. The existing deployments with Charter,
Chambers, Insight and MediaOne, currently serve a limited number of
approximately 15,000 customers. These network operators may not continue these
deployments beyond the terms of our existing agreements, and they may choose not
to broadly deploy our video-on-demand service in existing or additional cable
systems. In the past, we had limited scope video-on-demand trials with other
network operators that did not result in broad deployments. If we are unable to
add a substantial number of cable systems to the existing contracts with the
network operators currently deploying our products and services, our results of
operations will suffer. In addition, our reputation and our ability to enter
into agreements with other network operators could be impaired.

                                      17
<PAGE>

Our products and services will not achieve widespread adoption unless network
operators upgrade their cable plant, deploy digital set-top boxes, roll out our
service and market our services to subscribers, all of which are beyond our
control

         Our video-on-demand service and interactive program guide require
deployment on cable systems upgraded to hybrid fiber/coaxial architecture with
the return path from the customer to the headend activated to enable two-way
operation. According to the Cablevision Blue Book, approximately 45% of the
total U.S. homes passed by cable had been upgraded to hybrid fiber/coaxial
architecture with return path capability at the end of 1998, but only a limited
portion of the upgraded plant is currently activated for two-way transmission.
The failure of network operators to complete planned upgrades in a timely and
satisfactory manner, and the lack of suitable cable plant, would harm our
business.

         Our ability to achieve widespread adoption of our video-on-demand and
interactive program guide products and services also depends on a number of
other factors, many of which are beyond our control, including:

 .    the rate at which network operators upgrade their cable infrastructures and
     deploy digital set-top boxes;
 .    the ability of network operators to coordinate timely and effective
     marketing campaigns with the availability of cable infrastructure upgrades;
 .    the ability of network operators to maintain their cable infrastructure and
     headends in accordance with system specifications provided by us;
 .    the success of network operators in marketing our video-on-demand service;
 .    the prices that network operators set for our video-on-demand service and
     for its installation;
 .    the speed at which network operators can complete the installations
     required to initiate service for new subscribers;
 .    the quality of customer and technical support provided by us and network
     operators; and
 .    the quality of content delivered to subscribers through our video-on-demand
     service.

We expect rapid technological developments to occur in our industry and,
accordingly, must continue to enhance our current products as well as develop
new technologies, or competitors could render our products and services obsolete

         We expect rapid technological developments to occur in the market for
interactive home video entertainment products and services. As a result, we have
modified and expect to continue to modify our engineering and development plans.
These modifications have resulted in delays and increased costs. Furthermore, we
expect that we will be required to continue to enhance our current
video-on-demand products and services and develop and introduce increased
functionality and performance to keep pace with technological developments and
consumer preferences. In addition, we may not be successful in developing and
marketing product and service enhancements or new services that respond to
technological and market changes, and we may experience difficulties that could
delay or prevent the successful development, introduction and marketing of such
new product and service enhancements. Our failure to successfully develop these
projects could harm our business. We have encountered delays in product
development, service integration and field tests and other difficulties
affecting both software and hardware components of our system and our ability to
operate successfully over hybrid fiber/coaxial plant. In addition, many of our
competitors have substantially greater resources than we to devote to

                                      18
<PAGE>

further technological and new product development. Technological and market
changes or other significant developments by our competitors may render our
video-on-demand and interactive program guide products and services obsolete.

Our interactive program guide is a new product that has not been accepted by
network operators and competes with well-established products from competitors
having significantly greater resources

Our interactive program guide is a new product in a well-established market. The
market for electronic program guides has two major participants, TV Guide and
Gemstar, which have agreed to merge into one company. Our interactive program
guide competes with those companies' guides, which are already broadly deployed
by network operators. Our guide also competes with interactive guides being
introduced by TV Guide and Gemstar and with an interactive program guide
currently being deployed by Interactive Channel. We expect that our interactive
program guide will not be broadly deployed until its features are fully
developed and field tested. In addition, network operators' acceptance of our
interactive program guide will depend on the appeal of our business model for
the guide, which is unproven. As a result, network operators may not accept our
interactive program guide and may choose to use guides from more
well-established competitors. Our competitors have significantly greater
resources than we do, and TV Guide has an exclusive long-term agreement with the
largest cable operator, AT&T. Consequently, we may not be able to compete
effectively or at all in the electronic program guide market.

If we do not obtain substantial additional funds in the future, we may be unable
to continue to grow our business or repay our indebtedness

         We will require substantial additional funds in order to continue the
development, sale, license and provision of our video-on-demand and interactive
program guide products and services and, commencing on September 1, 2003, to
make cash interest payments on our indebtedness. We have made and expect to
continue to make significant investments in working capital in order to fund
development activities, commercially deploy our video-on-demand service, sell
our products and services and fund operations. We expect to continue to incur
significant operating losses and expect that our operating cash flow will be
increasingly negative over at least the next few years. We believe our existing
cash, cash equivalents and short-term investments together with the proceeds of
this offering will be sufficient to meet our cash requirements at least through
the next twelve months. However, we may need to raise additional funds earlier
if our estimates of working capital or capital expenditure requirements change
or prove to be inaccurate. We may also need to raise significant additional
funds in order to respond to unforeseen technological, marketing or competitive
hurdles or to take advantage of unanticipated opportunities.

         We have no present commitments or arrangements assuring us of any
future equity or debt financing, and we may not be able to obtain any equity or
debt financing on favorable terms or at all. In the event that we are unable to
obtain additional capital, we will need to delay the expansion of our business
or take other actions that could harm our business and may need to cease
operations. We may also not be able to pay interest and principal on our
indebtedness when due.

                                      19
<PAGE>

Our lengthy sales cycle may cause fluctuations in our operating results

         We believe that the purchase of our products and services involves a
significant commitment of capital and other resources by a network operator. In
many cases, the decision to purchase our products and services requires network
operators to change their established business practices and conduct their
business in new ways. As a result, we need to educate network operators on the
use and benefits of our products and services, which can require significant
time and resources without necessarily resulting in revenues. In addition,
network operators generally must consider a wide range of other issues before
committing to purchase and incorporate our technology into their offerings and
obtain approval at a number of levels of management. Our sales cycle has ranged
from six months to a number of years. Our lengthy sales cycle limits our ability
to forecast the timing and amount of specific sales.

The market for our video-on-demand products and services is intensely
competitive, and our current and potential competitors have significantly
greater resources than we do. Consequently, we may not be able to compete
effectively, which would harm our operating results

         Competition in both the video-on-demand market and the broader market
for in-home video entertainment is intense and subject to rapid technological
change. We expect competition in the market for video-on-demand products and
services to intensify in the future. We categorize our video-on-demand
competitors as follows:

 .    server manufacturers, such as Concurrent, nCUBE and SeaChange;
 .    software providers, such as Prasara and Scientific-Atlanta; and
 .    system integrators, such as Time Warner and Scientific-Atlanta.

         We provide products and services that compete in all three categories.
Although none of our video-on-demand competitors offers products and services in
all of these categories, some of them may form alliances in order to develop an
integrated end-to-end video-on-demand system that may be more attractive to
network operators and their subscribers than ours. Some of our video-on-demand
competitors have long standing business relationships with network operators and
may be able to use those relationships to gain a competitive advantage over us.

         In addition to video-on-demand competitors, we compete in the market
for in-home video entertainment. We believe our competitors fall into three
groups:

 .    companies that provide in-home video entertainment over cable networks,
     including providers of pay-per-view and near-video-on-demand;
 .    companies that deliver in-home video entertainment over networks, such as
     regular telephone lines, digital subscriber lines, or DSL, satellite or the
     Internet, and some providers of video streaming technology; and
 .    companies that enable the viewer to store and access content on an
     "on-demand" basis, including providers of personal video recorders, such as
     TiVo and Replay, and companies that rent and sell videotapes.

                                      20
<PAGE>

     Many of our competitors and potential competitors have longer operating
histories, greater name recognition and significantly greater financial,
technical, marketing and distribution resources than we have. As a result, they
may be able to respond to new or emerging technologies and changes in customer
requirements faster than we do. They may also be able to devote greater
resources to the development, promotion and sale of their products and services
in a more effective manner. We may be unable to compete successfully against
current or future competitors, and competitive pressures that we face may harm
our business.

If we fail to manage our growth effectively, our ability to implement our
business strategies may be limited

     In order to execute our business strategy, we must meet aggressive
engineering, integration, product delivery and installation targets. The growth
in our business has placed and is expected to continue to place significant
demands on our management, operating, development, third party manufacturing and
financial and accounting resources. Our ability to manage growth effectively
will require continued implementation of and improvements to our operating,
manufacturing, development and financial and accounting systems and will require
us to expand and continue to train and manage our employee base. These demands
likely will require the addition of new management personnel and the development
of additional expertise by existing management personnel. Our systems,
procedures or controls or financial resources may be inadequate to support our
operations, and our management may be unable to keep pace with this growth. If
we are unable to manage our growth effectively, our business ability to
successfully implement our business strategies will suffer.

If we are unable to adequately protect or enforce our intellectual property
rights, we could suffer competitively, incur costly litigation expenses or lose
valuable assets

     Our future success depends, in part, on our ability to protect our
intellectual property and maintain the proprietary nature of our technology
through a combination of patents, licenses and other intellectual property
arrangements. We have been awarded patents and have filed applications and
intend to file additional applications for patents covering various aspects of
our video-on-demand and interactive program guide products and services. Any
patents issued may be challenged, invalidated or circumvented, and the rights
granted under any patents may not provide proprietary protection to us. We may
not be successful in maintaining these proprietary rights, and our competitors
may independently develop or patent technologies that are substantially
equivalent or superior to our technologies. To the extent we integrate our
products with those of third parties, we may be required to disclose or license
intellectual property to those companies, and these companies could appropriate
our technology or otherwise improperly exploit the information gained through
this integration. If we believe third parties are infringing our intellectual
property, we may be forced to expend significant resources enforcing our rights
or suffer competitive injury.

If third parties claim that we infringe their intellectual property, our ability
to use some technologies and products could be limited, and we may incur
significant costs to resolve these claims

     From time to time, we have received notices from third parties claiming
infringement of intellectual property rights. Although we do not believe that we
infringe any third party's intellectual


                                      21
<PAGE>

property rights, we could encounter similar claims or litigation in the future.
Gemstar, a primary provider of interactive program guides, has actively
assembled and continues to acquire a portfolio of intellectual property in the
field of interactive program guides and has aggressively sought recourse against
any parties that it believes infringes its intellectual property. Although we
believe that we do not infringe any published patents relating to our
implementation of an interactive program guide and have not been served notice
of any potential infringement, this provider may make such a claim in the
future, which could result in legal action. Because patent applications in the
United States are not publicly disclosed until the patent has been issued,
applications may have been filed that, if issued as patents, would relate to our
products. In addition, we have not completed a comprehensive patent search
relating to the technology used in our video-on-demand and interactive program
guide products and services.

     Parties making claims of infringement may be able to obtain injunctive or
other equitable relief that could effectively block our ability to provide our
products and services in the United States and internationally and could result
in an award of substantial damages. In the event of a successful claim of
infringement, we and our customers may be required to obtain one or more
licenses from third parties, which may not be available at a reasonable cost or
at all. The defense of any lawsuit could result in time consuming and expensive
litigation regardless of the merits of such claims, and damages, license fees,
royalty payments and restrictions on our ability to provide our video-on-demand
or interactive program guide products or services, any of which could harm our
business.

We rely on several sole or limited source suppliers and manufacturers, and our
production will be seriously harmed if these suppliers and manufacturers are not
able to meet our demand and alternative sources are not available

     We subcontract manufacturing of our hardware to a single contract
manufacturer. We do not have a contract with this manufacturer and operate on a
purchase order basis. Because of the complexity of our hardware components,
manufacturing and quality control are time consuming processes. Our contract
manufacturer may be unable to meet our requirements in a timely and satisfactory
manner, and we may be unable to find or maintain a suitable relationship with
alternate qualified manufacturers. Our reliance on a third-party manufacturer
involves a number of additional risks, including the absence of guaranteed
capacity and reduced control over delivery schedules, quality assurance,
production yields and costs. In the event we are unable to obtain such
manufacturing on commercially reasonable terms, our production would be
seriously harmed.

     Various subassemblies and components used in our video server and access
equipment are procured from single sources and others are procured only from a
limited number of sources. Consequently, we may be adversely affected by
worldwide shortages of components, significant price increases, reduced control
over delivery schedules, and manufacturing capability, quality and cost.
Although we believe alternative suppliers of products, services, subassemblies
and components are available, the lack of alternative sources could harm our
ability to deploy our video-on-demand and interactive program guide systems.
Manufacturing lead times can be as long as nine months for some critical
components. Therefore, we may require significant working capital to pay for
such components well in advance of both hardware orders and revenues. Moreover,
a prolonged inability to obtain components could harm our business and could
result in damage to network operator relationships.


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<PAGE>

If we are unable to acquire programming content on reasonable terms, our ability
to derive revenues from deployments where we provide programming content will be
limited

     In those network operator deployments where we provide programming content,
our success will depend, in part, on our ability to obtain access to sufficient
movies (including new releases and library titles), special interest videos and
other programming content on commercially acceptable terms. Although we have
entered into arrangements with most of the major movie studios and a number of
other content providers for our initial deployments, we may not be able to
continue to obtain the content during the segment of time available to video-on-
demand providers and others such as pay-per-view providers, to support our
video-on-demand service beyond the geographic area of our initial deployments.
Studios may require us to make prepayments prior to the time that customers pay
for viewing a title or require us to enter into long-term contracts with minimum
payments. Further, studios may increase the license fees currently charged to
us. If we are unable to obtain timely access to content on commercially
acceptable terms, our ability to obtain revenue from deployments where we
provide content will be limited.

Competition for qualified personnel is intense in technology industries such as
ours, and we may not be able to maintain or expand our business if we are unable
to hire and retain sufficient technical, sales, marketing and managerial
personnel

     Competition for qualified personnel in technology industries is intense,
particularly in Silicon Valley. We may not be able to attract and retain
qualified personnel in the future. If we are unable to hire and retain
sufficient technical, sales and marketing and managerial personnel, our business
will suffer. Our future success depends in part on the continued service of our
key engineering, sales, marketing, manufacturing, finance and executive
personnel. If we fail to retain and hire a sufficient number and type of
personnel, we will not be able to maintain and expand our business.

We intend to expand our international offering and operations, and these efforts
may not be successful in generating revenues sufficient to offset the associated
expense

     Although we have yet to generate any international revenue, we plan to
create an international product offering and to increase our international sales
and operations. We expect to expend significant financial and managerial
resources to do so. If our revenues from international operations do not meet
our expectations, our operating results will be adversely affected. We face
risks inherent in conducting business internationally, including:

 .  unexpected changes in regulatory requirements and tariffs that may be imposed
   on our services;
 .  difficulties and costs of staffing and managing international operations;
 .  differing technology standards and difficulties in obtaining export and
   import licenses;
 .  longer payment cycles, difficulties in collecting accounts receivable and
   longer collection periods;
 .  political and economic instability;
 .  fluctuations in currency exchange rates;
 .  imposition of currency exchange controls;
 .  potentially adverse tax consequences; and
 .  reduced protection for intellectual property rights in some countries.



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<PAGE>

     Any of these factors could adversely affect our international operations
and, consequently, our business and operating results. Specifically, our failure
to successfully manage our international growth could result in higher operating
costs than anticipated, or could delay or preclude our ability to generate
revenues in key international markets.

Network operators are subject to government regulations that could require us to
change our products and services

     In the United States, the Federal Communications Commission, or FCC,
has broad jurisdiction over network operators. The FCC does not regulate us, but
requirements imposed on network operators could force us to undertake
development that would consume significant resources and require changes to our
products and services. If we do not change our products so that they comply with
FCC rules, or if our products are not integrated with ones that comply with FCC
requirements, our products and services will not be broadly deployed, and our
business will suffer.

     In addition, video-on-demand services in Canada and in the United Kingdom
and other European Union members are licensed in a variety of ways. We are
seeking to determine how best to offer our video-on-demand products and services
in Canada, the United Kingdom and other European Union countries. We may not be
able to obtain distribution rights to movie titles in non-U.S. jurisdictions
under regulatory and financial arrangements acceptable to us.

Risks Relating to Our Indebtedness

We will require a significant amount of cash to service our indebtedness, and
our ability to generate cash depends on many factors beyond our control

     We expect to continue to generate substantial net losses and negative cash
flow for the next few years. We may be unable to achieve a level of cash flow
from operations sufficient to permit us to pay the principal and interest on our
current indebtedness and any additional indebtedness we may incur. The senior
discount notes were sold at a significant discount and must be repaid at
maturity on March 1, 2008. Commencing September 1, 2003, we are required to make
semi-annual interest payments of $29.2 million, based on the aggregate par value
of $463.0 million. Our ability to make scheduled debt service payments will
depend upon our ability to achieve significant and sustained growth in our cash
from operations and to complete necessary additional financings.

     If we are unable to generate sufficient cash from operations to service our
indebtedness, we may have to forego or delay development and enhancement of our
video-on-demand system and service, restructure or refinance our indebtedness or
seek additional equity capital or debt financing. We may not be able to effect
any refinancing or new financing strategy on satisfactory terms, if at all. If
we fail to satisfy our obligations with respect to our indebtedness, this could
result in a default under the indenture governing our senior discount notes and
could cause a default under agreements governing our other indebtedness. In the
event of a default, the holders of indebtedness would have enforcement rights,
including the right to accelerate the debt and the right to commence an
involuntary bankruptcy proceeding against us. This would significantly harm the
price of our common stock. Absent successful commercial deployments of our
video-on-demand and interactive program guide services, ongoing

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<PAGE>

technical development and enhancement of our video-on-demand system and
significant growth of our cash flow, we will not be able to service our
indebtedness.

Our leverage is substantial and will increase, making it more difficult to
respond to changing business conditions

     We are highly leveraged. As of March 31, 2000, we had senior discount
notes payable of approximately $303.0 million. The senior discount notes were
sold at a significant discount and must be repaid at maturity on March 1, 2008
at the aggregate par value of $463.0 million. The degree to which we are
leveraged could have important consequences to us and our investors, including,
but not limited to, the following:

 .  our ability to obtain additional financing in the future for working capital,
   operating expenses in connection with system deployments, development and
   enhancement of our video-on-demand system, capital expenditures, acquisitions
   and other general corporate purposes may be materially limited or impaired;
 .  our cash flow, if any, will not be available for our business because a
   substantial portion of our cash flow must be dedicated to the payment of
   principal and interest on our indebtedness;
 .  the terms of future permitted indebtedness may limit our ability to redeem
   our outstanding senior discount notes in the event of a change of control;
   and
 .  our high degree of leverage may make us more vulnerable to economic
   downturns, may limit our ability to withstand competitive pressures and may
   reduce our flexibility in responding to changing business and economic
   conditions.

Our indebtedness contains restrictive covenants that could significantly limit
our ability to engage in business activities that may be in our best interest

     The indenture governing our senior discount notes imposes operating and
financial restrictions on us and our subsidiaries. These restrictions in
specified cases significantly limit or prohibit our ability to:

 .  incur additional indebtedness;
 .  create liens upon assets;
 .  apply the proceeds from the disposal of assets;
 .  make investments;
 .  make dividend payments and other distributions on capital stock; and
 .  redeem capital stock.

     These covenants may limit our ability to finance our future operations
or to engage in other business activities that may be in our best interest.

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<PAGE>

                          Forward-Looking Statements

     This 10-Q contains forward-looking statements within the meaning of the
federal securities laws that relate to future events or our future financial
performance and should be read in conjunction with our Condensed Financial
Statements and Notes thereto included elsewhere in this report and our Annual
Report on Form 10-K. In some cases, you can identify forward-looking statements
by terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "intend," "potential" or "continue" or the
negative of these terms or other comparable terminology. Examples of these
forward-looking statements include, but are not limited, to statements regarding
the following: our market opportunities, deployment plans, market acceptance,
our business models, capital requirements, anticipated net losses and negative
cash flow, revenue growth, anticipated operating expenditures and product
development plans. These statements are only predictions.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Neither we nor any other person assumes
responsibility for the accuracy and completeness of these statements. Our actual
results will differ and these differences will be material. We assume no
obligation to update such forward-looking statements or to update the reasons
actual results could differ materially from those anticipated in such forward-
looking statements.



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<PAGE>

                           PART II OTHER INFORMATION


     Item 1, Item 3, Item 4 and Item 5 are not applicable with respect to
the current reporting period.


     Item 2.  Changes in Securities and Use of Proceeds

     During the three months ended March 31, 2000, the Company issued and sold
     an aggregate of 464,939 shares of Common Stock to employees and consultants
     for an aggregate purchase price of $632,056 pursuant to exercises of
     options under its 1995 Stock Plan. These issuances were deemed exempt from
     registration under the Securities Act of 1933, as amended, in reliance upon
     Rule 701 promulgated thereunder.

     Item 6.  Exhibits and Reports on Form 8-K:

          a.   Exhibits.

               27.1 Financial Data Schedule

          b.   Reports on Form 8-K.

               No reports on Form 8-K were filed with the Securities and
               Exchange Commission during the quarter ended March 31, 2000.


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<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                          DIVA SYSTEMS CORPORATION




                          By: /s/ WILLIAM M. SCHARNINGHAUSEN
                              --------------------------------
                              William M. Scharninghausen
                              Senior Vice President, Finance and Administration,
                                 and Chief Financial Officer



Dated: May 15, 2000

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