<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 December 31,
              1999.

                                      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 February 7,
2000 was:

                 Title of each class
            Common Stock, $.001 par value                  17,377,433
            Class C Common Stock, $.001 par value             857,370
<PAGE>

                           DIVA SYSTEMS CORPORATION

                         Quarterly Report on Form 10-Q

                               Table of Contents

                        Quarter Ended December 31, 1999



                        PART I -- FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>                                                                                    <C>
Item 1.   Consolidated Financial Statements (Unaudited)
          Condensed Consolidated Balance Sheet at December 31, 1999 and
          June 30, 1999                                                                1
          Condensed Consolidated Statement of Operations for the three months
          and six months ended December 31, 1999 and 1998                              2
          Condensed Consolidated Statement of Cash Flows for the six months
          ended December 31, 1999 and 1998                                             3
          Notes to Condensed Consolidated Financial Statements                         4
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                        6




                          PART II -- OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds                                   29
Item 6.   Exhibits and Reports on Form 8-K                                            29
Signatures                                                                            30
</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>

                                                                            December 31,           June 30,
                                Assets                                          1999                 1999
                                                                           --------------          ---------
<S>                                                                        <C>                     <C>
Current assets:
     Cash and cash equivalents                                             $     52,907              89,239
     Short-term investments                                                      57,262              41,498
     Inventory                                                                    2,714               2,663
     Prepaid expenses and other current assets                                      708               2,096
                                                                           --------------          ---------

          Total current assets                                                  113,591             135,496

Property and equipment, net                                                      11,602               9,792
Debt issuance costs, net                                                          7,335               8,114
Deposits and other assets                                                           581                 550
Intangible assets, net                                                              222                 312
                                                                           --------------          ---------

          Total assets                                                     $    133,331             154,264
                                                                           ==============          =========

     Liabilities, Redeemable Warrants, and Stockholders' Deficit

Current liabilities:
     Accounts payable                                                      $      2,115               2,784
     Other current liabilities                                                    1,674               1,221
     Deferred revenue                                                               731                  --
     Current portion of capital lease obligation                                    489                  --
                                                                           --------------          ---------

           Total current liabilities                                              5,009               4,005
                                                                           --------------          ---------

Notes payable                                                                   293,564             275,564
Long -- term portion of lease payable                                             1,000                  --
                                                                           --------------          ---------

           Total liabilities                                                    299,573             279,569
                                                                           --------------          ---------

Redeemable warrants                                                               2,411               2,108
                                                                           --------------          ---------
Commitments and contingencies

Stockholders' deficit:
     Preferred stock, $0.001 par value; 30,000,000 shares authorized;
       22,239,605 and 21,390,283 shares issued and outstanding as of
       December 31, 1999, and June 30, 1999 respectively.                            22                  21

     Common stock, $0.001 par value; 65,000,000 shares authorized;
       17,960,958 and 17,463,574 shares issued and outstanding as
       of December 31, 1999, and June 30, 1999 respectively.                         18                  17
     Additional paid-in capital                                                 124,428             117,170
     Deferred compensation                                                         (863)             (1,248)
     Accumulated deficit                                                       (292,258)           (243,373)
                                                                          --------------          ----------

       Total stockholders' deficit                                             (168,653)           (127,413)
                                                                          --------------          ----------
       Total liabilities, redeemable warrants, and stockholders'
          deficit                                                         $     133,331             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                    Six Months Ended
                                                             December 31,                         December 31,
                                                      1999              1998                 1999              1998
                                                   ----------         ---------            --------          -------
<S>                                                <C>                <C>                  <C>               <C>
Revenues:
     Product                                       $     944                 --                 944               --
     Services                                            103                 57                 171              120
                                                   ----------         ---------            --------          -------

          Total revenues                               1,047                 57               1,115              120
                                                   ----------         ---------            --------          -------

     Cost of product revenue                           1,103                 --               1,103               --
                                                   ----------         ---------            --------          -------

          Gross profit (loss)                            (56)                57                  12              120

Operating expenses:
     Programming                                       1,023              2,068               2,265            3,939
     Operations                                        1,529              1,936               3,000            4,102
     Engineering and development                       6,922              6,230              12,203           11,248
     Sales and marketing                               1,680              1,381               3,293            2,606
     General and administrative                        4,248              3,819               9,143            6,792
     Depreciation and amortization                     1,801              2,446               3,275            4,692
                                                   ----------         ---------            --------          -------

          Total operating expenses                    17,203             17,880              33,179           33,379
                                                   ----------         ---------            --------          -------

          Operating loss                              17,259             17,823              33,167           33,259
                                                   ----------         ---------            --------          -------
Other (income) expense, net:
     Interest income                                  (1,514)            (2,317)             (3,099)          (4,991)
     Interest expense                                  9,631              8,387              18,817           16,408
                                                   ----------         ---------            --------          -------
          Total other expense, net                     8,117              6,070              15,718           11,417
                                                   ----------         ---------            --------          -------

          Net loss                                    25,376             23,893              48,885           44,676

Accretion of redeemable warrants                         152                137                 304              522
                                                   ----------         ---------            --------          -------
          Net loss attributable to
             common stockholders                   $  25,528             24,030              49,189           45,198
                                                   ==========         =========            ========          =======

Basic and diluted net loss per share:              $    1.44               1.40                2.79             2.65
                                                   ==========         =========            ========          =======

Shares used in per share computation                  17,689             17,116              17,600           17,063
                                                   ==========         =========            ========          =======
</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>                                                               Six Months Ended
                                                                          December 31,
                                                                    1999              1998
                                                                  -------           -------
<S>                                                          <C>                <C>
Cash flows from operating activities:
  Net loss                                                        $(48,885)       (44,676)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Depreciation and amortization                                 3,275          4,781
       Loss on disposition of property and equipment                    74          1,161
       Amortization of debt issuance costs and
         accretion of discount on notes payable                     18,790         16,404
       Amortization of deferred stock compensation                     385            318
       Changes in operating assets and liabilities:
         Other assets                                                1,388           (432)
         Inventory                                                     256             --
         Accounts payable                                             (669)         1,376
         Other current liabilities                                     453           (396)
         Deferred revenue                                              731             --
                                                                  --------        -------

           Net cash used in operating activities                   (24,202)       (21,464)
                                                                  --------        -------

Cash flows from investing activities:
  Purchases of property and equipment                               (3,800)        (7,912)
  Deposits on property and equipment                                   (31)            (4)
  Purchase of short-term investments                               (15,764)       (26,296)
                                                                  --------        -------

           Net cash used in investing activities                   (19,595)       (34,212)
                                                                  --------        -------

Cash flows from financing activities:
  Issuance of preferred stock, net                                   7,000             --
  Exercise of common stock options, series AA preferred stock
    options and issuance of common stock                               563            182
  Payments on capital lease                                            (87)            --
  Payments on note payable                                             (11)           (10)
                                                                  --------        -------

           Net cash provided by financing activities                 7,465            172
                                                                  --------        -------

Net increase (decrease) in cash and cash equivalents               (36,332)       (55,504)

Cash and cash equivalents at beginning of period                    89,239        167,549
                                                                  --------        -------

Cash and cash equivalents at end of period                        $ 52,907        112,045
                                                                  ========        =======

Noncash investing and financing activities:
  Reclassification of equipment to inventory                      $    307             --
                                                                  ========        =======
  Accretion of redeemable warrants                                $    304            522
                                                                  ========        =======
  Equipment acquired under capital lease obligations              $  1,576             --
                                                                  ========        =======
  Deferred compensation expense associated with stock
    option activity                                               $     --          1,986
                                                                  ========        =======
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.

                                       3
<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 ("DIVA" or the "Company"), a Delaware corporation,
was formed in July 1995 to design, develop, and market video-on-demand ("VOD")
products and services for the cable television industry. 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 principle operations, which consists of
manufacturing, selling, licensing and providing operational support for its VOD
products and services.

     The interim unaudited financial statements as of December 31, 1999, for the
three and six months ended December 31, 1998 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, 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--Stockholders' Equity

     In December 1999, the Company completed the sale of 777,778 shares of
Series E Preferred Stock for approximately $7.0 million in gross proceeds from
a strategic business partner.

     The rights, preferences, and privileges of the holders of Series E
convertible preferred stock are as follows:

     .  Dividends are noncumulative and payable only upon declaration by the
        Board of Directors at a preference rate of $0.54 per share.

     .  Holders have a liquidation preference of $9.00 per share, plus any
        declared but unpaid dividends over holders of common stock.

     .  Each holder has voting rights equal to common stock on an "as if
        converted" basis.

     .  Each share of preferred stock may be converted into common stock at the
        option of the holder on a one-for-one basis, subject to adjustment to
        protect against dilution.

     In addition, the Company also entered into a development agreement with
the strategic business partner. In conjunction with this agreement, the Company
granted a warrant to purchase 388,888 shares of Series E Preferred Stock
exercisable at $9.00 per share. The warrant expires the earlier of December 14,
2004 or under certain conditions as a result of a merger or acquisition of the
Company. The warrant becomes exercisable in accordance with the achievement of
certain milestones in the development agreement.

                                       4
<PAGE>

Note 4--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.

     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. SOP 98-9 must be
adopted by the Company in Fiscal 2001.

     The Company's contracts are generally multiple-element arrangements
involving the delivery of a combination of hardware, software and other
services to a customer. When evidence of fair value for post contract customer
support in the Company's current agreements does not exist, revenue is
recognized to the extent of the cost of the hardware delivered. Any remaining
revenue is amortized on a straight-line basis over the post contract customer
support period. Monthly per-view movie and subscription revenues are recognized
in the period in which the services are provided.

     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 significant.


                                    5
<PAGE>

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

     The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the unaudited
Consolidated Interim Financial Statements for the three months and six months
ended December 31, 1999. This discussion contains forward-looking statements
that involve risks and uncertainties, including but not limited to, certain
assumptions regarding increases in customers, revenues and certain expenses.
Forward-looking statements are identified with an asterisk (*) and reflect the
Company's current expectations. Although the Company believes that its plans,
intentions and expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such plans, intentions or expectations
will be achieved. Actual results will differ and such differences may be
material. All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements set forth below and in "--Factors Affecting Operating Results."


Overview

     The Company was founded in July 1995 and since inception, the Company has
devoted substantially all of its resources to developing its video-on-demand
system, establishing strategic relationships, negotiating deployment agreements,
carrying out initial marketing activities and establishing the operations
necessary to support the commercial launch of the Company's VOD service. Through
December 31, 1999, the Company has generated minimal revenues, has incurred
significant losses and has substantial negative cash flow, primarily due to the
engineering and development and start-up costs required to develop its VOD
products and services. Since inception through December 31, 1999, the Company
had an accumulated deficit of $292.3 million. The Company currently expects to
incur substantial additional net losses and negative cash flow for at least the
next several years.*


Results of Operations

     Since its inception, the Company has engaged primarily in technology
development and activities related to the startup of business operations.
Accordingly, the Company's 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 the
Company in future periods.

Revenues

     Total revenues are comprised of two components: revenues from per-movie
fees and sales ("Services revenues") and revenues resulting from the sale and
licensing of VOD products and software ("Product revenues"). Total revenues for
the three months ended December 31, 1999 were approximately $1.0 million, an
increase of $991,000 from $57,000 for the same period of Fiscal 1999. Total
revenues for the six months ended December 31, 1999 were approximately $1.1
million, an increase of $995,000 from $120,000 for the same period of Fiscal
1999.

                                       6
<PAGE>

     Services revenues consist of per-movie viewing fees, monthly service fees
and the sale of monthly subscription packages. The majority of Services revenues
consist of per-movie viewing fees paid by customers to view movies on demand. As
of December 31, 1999, the Company's VOD service was deployed at six multiple
system operator ("MSO") locations. Services revenues for the three months ended
December 31, 1998 and December 31, 1999 was $57,000 and $103,000, respectively.
Services revenues for the six months ended December 31, 1998 and December 31,
1999 was $120,000 and $171,000, respectively. The Company realizes monthly
revenue pursuant to deployment agreements with MSOs only when its VOD system is
successfully integrated and operating and customer billing commences. Generally,
the timing and extent of deployment under each agreement is conditioned on a
successful initial deployment phase, followed by a larger rollout in the
applicable MSO system based on an agreed upon schedule.

     Product revenues consist of revenues from the sale of the Company's VOD
products such as the DIVA Video Server (the "Video Server") and the DIVA Digital
Link (the "DDL") and license revenues from its DIVA System Manager ("DSM")
software. In addition, the Company can provide operational support services
including content acquisition and management, engineering services, billing and
navigator services at the option of the MSO. Product revenues for the three
months ended December 31, 1998 and December 31, 1999 and for the six months
ended December 31, 1998 and December 31, 1999 was $0 and $944,000, respectively.
The increase in Product revenue was primarily due to the recognition of revenues
related to the Company's hardware. In addition, at December 31, 1999, the
Company received $731,000 for the future delivery of certain DDL products, which
was recorded as deferred revenue. Such revenue will be recognized when the DDL
products are delivered and installed. The Company believes that revenues will
fluctuate significantly from period to period and its success will depend on a
number of factors including the Company's ability to commercially deploy its VOD
products and services in a significant number of large headend locations.*
See"--Factors Affecting Operating Results - Uncertainty of Future Revenues;
Fluctuating Operating Results and Dependence on Cable Operator Participation;
Consolidation in Cable System Ownership; Unproven and Evolving Business Models."


Cost of Product Revenues

     The Company's cost of revenues consists of contract manufacturing costs,
component and material costs, and other direct product expenditures.


Gross Profit (Loss)

     Gross margin was a 5% loss for the three months ended December 31, 1999 and
1% profit for the six months ended December 31, 1999. The Company anticipates
that future gross profit will vary significantly as a result of a number of
factors including the Company's ability to commercially deploy its VOD products
and services in a significant number of headend locations.* See "--Factors
Affecting Operating Results - Uncertainty of Future Revenues; Fluctuating
Operating Results and Dependence on Cable Operator Participation; Consolidation
in Cable System Ownership; Unproven and Evolving Business Models."

                                       7
<PAGE>

Operating Expenses

     Programming expense. Programming expense includes license fees payable to
content providers, costs for the acquisition and production of digitally encoded
programming content (i.e. movies, videos, previews, promotions, etc.) and
content duplication and distribution expenses. Programming expense was $2.1
million and $1.0 for the for the three months ended December 31, 1998 and 1999,
respectively, and $3.9 million and $2.3 million for the six months ended
December 31, 1998 and 1999, respectively. The decrease in programming expenses
was primarily attributable to reduced labor and other related costs in the area
of program production services. The Company has reduced the number of trailers,
previews, promotions, and other content related material, which it produced
internally resulting in a reduction of overall expenditures in this area. In
addition, the Company has significantly reduced the number of titles digitally
encoded in the MPEG - 1 format and is currently encoding program content in the
MPEG - 2 format only. The current quarter and year-to-date amounts reflect this
reduced level of expenditures when compared to the same periods in Fiscal 1999.
The Company expects to continue to experience cost reductions in this area.*

     Operations Expense. Operations expense includes the cost of field
operations, both for initial launches and for the ongoing operations of the
Company's VOD service. These costs include technical support, customer service
training, installation and launch support, maintenance costs for headend
equipment and other field support costs. In addition, operations expense
includes personnel and other costs which support the Company's ongoing
manufacturing relationships with third-party manufacturers for the Company's
Video Server, DDL and other related headend equipment. Operations expense was
$1.9 million and $1.5 million for the three months ended December 31, 1998 and
1999, respectively, and $4.1 million and $3.0 million for the six months ended
December 31, 1998 and 1999, respectively. The decrease in operations expenses is
primarily the result of the Company's decision to discontinue the manufacture of
its own proprietary set-top box in the third quarter of Fiscal 1999. As a
result, manufacturing related costs have decreased in the current quarter when
compared to the comparable quarter in Fiscal 1999. However, the Company expects
operations expense to increase in the future due to an increase in the level of
activity related to the production of the Company's Video Servers, DDLs and
related headend equipment.*

Engineering and Development Expense. Engineering and development expense
consists of salaries, consulting fees and other costs to support product
development, prototype hardware costs, ongoing system software, system
integration and new services technology. To date, the most substantial portion
of the Company's operating expenses has been engineering and development
expense. Engineering and development expense was $6.2 million and $6.9 million
for the three months ended December 31, 1998 and 1999, respectively, and $11.2
million and $12.2 million for the six months ended December 31, 1998 and 1999,
respectively. The increase in engineering and development expense was
attributable to the hiring of additional engineering and development personnel
and outside consultants in connection with the Company's further development and
refinement of its VOD technology and the development of new products and
services. The Company intends to increase engineering and development expenses
to fund continued development and enhancements of its VOD products and
services.* The Company believes significant investments in engineering and
development will be necessary to remain competitive and to respond to market
pressures.*

                                       8
<PAGE>

     Sales and Marketing Expense. Sales and marketing expense consists of the
costs of marketing the Company's VOD products and services to MSOs and their
customers and includes business development and marketing personnel, travel
expenses, trade shows, consulting fees and promotional costs. In addition, sales
and marketing expense includes direct costs related to acquiring customers, such
as telemarketing, direct mailings, targeted advertising and promotional
campaigns. Sales and marketing expense was $1.4 million and $1.7 million for the
three months ended December 31, 1998 and 1999, respectively, and $2.6 million
and $3.3 million for the six months ended December 31, 1998 and 1999,
respectively. The primary items contributing to the increase in marketing
expense were promotional expenditures in connection with the Company's recent
commercial deployments, continued business development activities and product
management costs. The Company expects sales and marketing expense to continue to
increase as the Company pursues and enters into new agreements.*

     General and Administrative Expense. General and administrative expense
consists primarily of salaries and related expenses of management and
administrative personnel, professional fees and general corporate and
administrative expenses. General and administrative expense covers a broad range
of the Company's infrastructure including corporate functions such as executive,
administration, finance, legal, human resources, international business
development and facilities. In addition, general and administrative expense
includes costs associated with the development, support and growth of the
Company's complex information system infrastructure.

     General and administrative expense was $3.8 million and $4.2 million for
the three months ended December 31, 1998 and 1999, respectively, and $6.8
million and $9.1 million for the six months ended December 31, 1998 and 1999,
respectively. Overall, general and administrative expense has increased as a
direct result of the growth of the Company in all phases of its 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
Company's relocation of its corporate headquarters to a new facility and
international business development expenses, including the operations of an
office in the United Kingdom. General and administrative expense is expected to
increase substantially in order to support expansion of the Company's business.*

     Depreciation and Amortization. Depreciation and amortization expense
includes depreciation of property and equipment, including DIVA Video Servers
and other headend 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. Depreciation and amortization expense was $2.5 million
and $1.8 million for the three months ended December 31, 1998 and 1999,
respectively, and $4.7 million and $3.3 million for the six months ended
December 31, 1998 and 1999, respectively. 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
Servers and other server related hardware and components. In addition,
approximately $2.7 million of previously capitalized equipment was transferred
to inventory in the fourth quarter of Fiscal 1999. Although, depreciation and
amortization expense decreased for the current period, it is expected to
increase in the future due to planned expenditures for capital equipment and
other capital costs associated with the deployment and expansion of the
Company's overall business operations.*

                                       9
<PAGE>

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 income was $2.3 million and $1.5 million for
the three months ended December 31, 1998 and 1999, respectively, and $5.0
million and $3.1 million for the six months ended December 31, 1998 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
consisted primarily of accreted interest on the Company's outstanding debt.
Interest expense was $8.4 million and $9.6 million for the three months ended
December 31, 1998 and 1999, respectively, and $16.4 million and $18.8 million
for the six months ended December 31, 1998 and 1999, respectively. The increase
in interest expense was due to the significant increase in the Company's debt as
a result of the offering of the Company's 12-5/8% Senior Discount Notes due 2008
(the "1998 Notes") which was completed on February 19, 1998. The 1998 Notes were
issued at a substantial discount from their aggregate principal amount at
maturity of $463.0 million. Although cash interest is not payable on the 1998
Notes prior to September 1, 2003, the Company's interest expense includes the
accretion of such interest expense. The carrying amount of the 1998 Notes will
accrete to its face value by March 1, 2003. Beginning September 1, 2003, cash
interest will be payable on the notes semi-annually in arrears on each March 1st
and September 1st at a rate of 12 5/8% per annum.


Provision for Income Taxes

     The Company has not provided for or paid federal income taxes due to the
Company's net losses. As of June 30, 1999, the Company had net operating loss
carryforwards of approximately $152.3 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, the Company 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 December 31, 1999, the Company has financed its
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. As of December 31, 1999, the Company had cash and
cash equivalents and short-term investments totaling $110.2 million.

     In May 1996, the Company received $25.0 million in gross proceeds from the
sale of 47,000 units, consisting of 1996 Notes with an aggregate principal
amount at maturity of $47.0 million and warrants to purchase an aggregate of
1,898,800 shares of Common Stock. Aggregate proceeds of $285,000 were attributed
to these warrants. In connection with the offering of the 1998 Notes, the
Company subsequently retired all of the 1996 Notes in a debt exchange.

     In July and August 1996, the Company completed the sale of Series C
Preferred Stock for approximately $25.9 million in gross proceeds.

                                      10
<PAGE>

     In August and September 1997, the Company completed the sale of Series D
Preferred Stock for approximately $47.4 million in gross proceeds.

     On February 19, 1998, the Company received $250.0 million in gross proceeds
from an offering of 463,000 units consisting of 1998 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. Of these units, a total of
404,998 units were offered for sale and an additional 58,002 units were
exchanged for all the 1996 Notes. Each unit consists of one 1998 Note and three
warrants each exercisable to purchase two shares of the Company's Common Stock
at $0.005 per share. The 1998 Notes are senior unsecured indebtedness of the
Company, and rank pari passu with any future unsubordinated unsecured
indebtedness. The 1998 Notes will be senior to any future subordinated
indebtedness of the Company, but effectively will be subordinated to any secured
indebtedness of the Company.

     The 1998 Notes were issued at a substantial discount from their aggregate
principal amount at maturity of $463.0 million. Although cash interest is not
payable on the 1998 Notes prior to September 1, 2003, the Company's interest
expense includes the accretion of such interest expense and the carrying amount
of the 1998 Notes will accrete to face value by March 1, 2003. Beginning
September 1, 2003, cash interest will be payable on the notes semi-annually in
arrears on each March 1 and September 1 at the rate of 12-5/8% per annum. There
are no principal payments due on the 1998 Notes prior to maturity on March 1,
2008.

     The gross proceeds to the Company from the issuance of the 1998 Notes were
approximately $250.0 million. In connection with the offering, the Company
allocated approximately $18.1 million of the proceeds to the warrants. The net
proceeds from the offering of the 1998 Notes were approximately $200.0 million,
after deducting placement fees and other offering costs, the extinguishment of
the 1996 Notes and a premium paid in connection with the early extinguishment of
the 1996 Notes.

     In December 1999, the Company completed the sale of 777,778 shares of
Series E Preferred Stock for approximately $7.0 million in gross proceeds.

     In December 1999, the Company entered into a three year capital lease for
office equipment, for approximately $1.6 million.

     The Company expects to require significant working capital and incur
significant operating expenses in the future.* Working capital requirements
include inventory expenditures for Video Servers, DDLs and other related headend
equipment, and general capital expenditures associated with the anticipated
growth of the Company. The Company's working capital needs will, in part, be
driven by the rate at which cable operators purchase and introduce the Company's
VOD products and services. In addition to working capital, the Company
anticipates expending a significant portion of its resources for continued
development and enhancement of its VOD technology, development of new services
and other expenses associated with the delivery of its VOD products and
services.* The Company's actual funding requirements may vary from expectations
and will depend on numerous future factors and conditions, many of which are
outside of the Company's control, including, but not limited to (i) the ability
of the Company to meet its platform development and product integration
schedules; (ii) the accuracy of the Company's assumptions regarding the rate and
extent of commercial deployment and

                                      11
<PAGE>

market acceptance of its VOD products and services; (iii) the number and timing
of VOD product sales, license and service agreements with cable operators; (iv)
the nature and cable operator acceptance of new products and services to be
offered by the Company; (v) unanticipated costs; and (vi) the need to respond to
competitive pressures and technological changes. The Company may also use a
portion of its cash resources to purchase some of its outstanding indebtedness
in the open market from time to time depending on market conditions. The Company
believes that its cash, cash equivalents and short-term investments at December
31, 1999 will be sufficient to satisfy the Company's liquidity at least through
the end of calendar 2000.* Thereafter, the Company will need to raise
significant additional funds to support its operations. However, the Company may
need to raise additional funds earlier if its estimates of working capital and
operating expenditure requirements change or prove to be inaccurate. The Company
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. The Company has no present commitments or
arrangements assuring it of any future equity or debt financing, and there can
be no assurance that the Company will be able to obtain any such equity or debt
financing on favorable terms or at all. In the event that the Company is unable
to obtain such additional capital, the Company will be required to delay the
expansion of its business or take other actions that could have a material
adverse effect on the Company's business, operation results, financial condition
and its ability to achieve sufficient cash flow to service its indebtedness. To
the extent the Company raises additional cash by issuing equity securities,
existing stockholders of the Company will be diluted.


Financial Market Risks

     The Company is exposed to financial market risks, including changes in
interest rates and marketable equity security prices. The Company typically does
not attempt to reduce or eliminate its market exposures on its investment
securities because the majority of the Company's investments are short-term.

     The fair value of the Company's 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 the Company's investment portfolio.

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


Year 2000

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

     Through the first month of calendar year 2000, the Company completed the
transition from calendar year 1999 to 2000 and did not experience any material
disruption 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.

                                      12
<PAGE>

     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.


Factors Affecting Operating Results

     Substantial Leverage; Ability to Service Indebtedness; Restrictive
     Covenants

     As a result of the issuance of the 1998 Notes, the Company is highly
leveraged. As of December 31, 1999, the Company had total debt of approximately
$293.6 million, accreting to $463.0 million in 2003. The Company believes its
existing cash, cash equivalents and short-term investments at December 31, 1999
will be sufficient to meet its cash requirements at least through the end of
calendar year 2000.* Thereafter, the Company will require substantial additional
capital to fund operating deficits, the continued development and enhancement of
its VOD system and working capital and other expenditures in connection with
commercial deployment of its system. See "--Substantial Future Capital
Requirements." As a result, the Company expects that it will continue to have
substantial indebtedness.* The degree to which the Company is leveraged could
have important consequences to the Company and its investors, including, but not
limited to, the following: (i) the Company's ability to obtain additional
financing in the future for working capital, operating expense in connection
with system deployments, development and enhancement of its VOD system, capital
expenditures, acquisitions and other general corporate purposes may be
materially limited or impaired; (ii) the Company's cash flow, if any, will not
be available for the Company's business because a substantial portion of the
Company's cash flow must be dedicated to the payment of principal and interest
on its indebtedness; (iii) the terms of future permitted indebtedness may limit
the Company's ability to redeem the 1998 Notes in the event of a Change of
Control (as defined); and (iv) the Company's high degree of leverage may make it
more vulnerable to economic downturns, may limit its ability to withstand
competitive pressures and may reduce its flexibility in responding to changing
business and economic conditions.

     The ability of the Company to make scheduled debt service payments
(including with respect to the 1998 Notes) will depend upon the Company's
ability to achieve significant and sustained growth in its cash from operations
and to complete necessary additional financings. The Company's ability to
generate sufficient cash from operations is dependent upon, among other things,
the market acceptance of its VOD products and services; the Company's ability to
successfully continue the development and enhancement of its VOD system,
including compatibility with evolving industry standards as they are defined;
the future operating performance of the Company; integration of its digital
products and services with those provided by major cable industry suppliers; the
Company's ability to obtain broad distribution of its products and services to
MSOs and the rate of and success of commercial deployment of its VOD system. The
Company expects that it will continue to generate substantial operating losses
and negative cash flow for at least the next several years.* No assurance can be
given that the Company will be successful in achieving and maintaining a level
of cash from operations sufficient to permit it to pay the principal, premium,
if any, and interest on its indebtedness. If the Company is unable to generate
sufficient cash from operations to service its indebtedness, it may have to
forego or delay development

                                      13
<PAGE>

and enhancement of its VOD system and service, restructure or refinance its
indebtedness or seek additional equity capital or debt financing. There can be
no assurance that (i) any such strategy could be effected on satisfactory terms,
if at all, in light of the Company's high leverage or (ii) any such strategy
would yield sufficient proceeds to service the Company's indebtedness, including
the 1998 Notes. Any failure by the Company to satisfy its obligations with
respect to the 1998 Notes or any other indebtedness could result in a default
under the indenture governing the 1998 Notes (the "Indenture") and could cause a
default under agreements governing other indebtedness of the Company. In the
event of such a default, the holders of such indebtedness would have enforcement
rights, including the right to accelerate such debt and the right to commence an
involuntary bankruptcy proceeding against the Company. Absent a certain level of
successful commercial deployment of its VOD service, ongoing technical
development and enhancement of its VOD system and significant growth of its cash
flow, the Company will not be able to service its indebtedness.

     The Indenture imposes operating and financial restrictions on the Company
and its subsidiaries. These restrictions affect, and in certain cases
significantly limit or prohibit, among other things, the ability of the Company
and its 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.
There can be no assurance that such covenants will not adversely affect the
Company's ability to finance its future operations or to engage in other
business activities that may be in the interest of the Company. However, the
limitations in the Indenture are subject to a number of important qualifications
and exceptions. In particular, while the Indenture restricts the Company's
ability to incur indebtedness by requiring that specified leverage ratios are
met, it permits the Company and its subsidiaries to incur substantial
indebtedness (which may be secured indebtedness), without regard to such ratios,
to finance the acquisition of equipment, inventory or network assets or to
finance or support working capital and operating expenditures for its business.



     Substantial Future Capital Requirements

     The Company will require substantial additional funds for the continued
development of its VOD system and the sale, license and provision of underlying
products and services. As of December 31, 1999, the Company had approximately
$110.2 million in cash, cash equivalents and short-term investments. From
inception until December 31, 1999, the Company had an accumulated deficit of
$292.3 million. The Company has made significant investments in working capital
and capital expenditures in order to fund development activities, commercially
deploy its VOD service, sell its products and services and fund operations. The
Company expects to continue to make significant investments in working capital
in order to continue these activities under its evolving business model until
such time, if at all, as the Company begins to generate positive cash flows from
operations.* The Company expects that its cash flow from operating and investing
activities will be increasingly negative over at least the next several years.*
The Company believes that its existing cash, cash equivalents and short-term
investments at December 31, 1999 will be sufficient to meet its working capital
and capital expenditure requirements at least through the end of calendar year
2000.* Thereafter, the Company will require substantial additional capital to
fund operating deficits, the continued development and enhancement of its VOD
system, working capital and other operating expenditures that support

                                      14
<PAGE>

commercial deployments of its VOD system. However, the Company may need to raise
additional funds earlier if its estimates of working capital and/or capital
expenditure requirements change or prove to be inaccurate. The Company 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. Actual capital requirements may vary from expectations and will
depend on numerous future factors and conditions, many of which are outside of
the Company's control, including, but not limited to (i) the ability of the
Company to meet its platform development and product integration schedules; (ii)
the accuracy of the Company's assumptions regarding the rate and extent of
commercial deployment and market acceptance of its VOD products and services;
(iii) the number and timing of VOD product sales, license and service agreements
with cable operators; (iv) the nature and cable operator acceptance of new
products and services to be offered by the Company; (v) unanticipated costs; and
(vi) the need to respond to competitive pressures and technological changes. The
Company has no present commitments or arrangements assuring it of any future
equity or debt financing, and there can be no assurance that the Company will be
able to obtain any such equity or debt financing on favorable terms or at all.
In the event that the Company is unable to obtain such additional capital, the
Company will be required to delay the expansion of its business or take other
actions that could have a material adverse effect on the Company's business,
operating results, financial condition and its ability to achieve sufficient
cash flow to service its indebtedness.

     Limited Revenues; History of Losses

     The Company has a limited commercial operating history, having commercially
deployed its VOD service on a limited basis beginning in September 1997. The
Company has incurred substantial net losses since inception through December 31,
1999 of approximately $292.3 million. The Company expects to continue to incur
substantial losses and experience substantial negative cash flow for at least
the next several years as it continues to develop its VOD service capability and
sell and license its products and services.* The Company's limited operating
history makes the prediction of future operating results difficult or
impossible. The Company does not expect to generate any substantial revenues
unless and until its VOD service is deployed at a significant number of
additional cable headend locations.*

     The Company's prospects should be considered in light of the risks,
expenses and difficulties frequently encountered by companies recently
commencing principle operations, particularly companies in new and rapidly
evolving markets. The Company's future success depends in part on its ability to
accomplish a number of objectives, including, but not limited to (i) entering
into agreements for broad distribution of its products and services to MSOs;
(ii) integrating its digital platform and software with other digital
applications and services selected by the cable operator, including integration
of set-top boxes, headend components and electronic program guides; (iii)
modifying its headend equipment and headend equipment provided by cable industry
suppliers and further integration of all such headend equipment and related
systems in order to achieve cost reductions and reduce physical space
requirements for widespread VOD deployment in a large number of headends; (iv)
completing further technical development of the Video Server, DDL and other VOD
system components in order to reduce their cost of manufacture; (v) modifying
the Video Server, other system components and service software to enable
enhanced functionality, such as music videos and time-shifting; (vi) continued
scaling of its VOD system solution for use with larger numbers of customers and
an increased number of movie

                                      15
<PAGE>

titles; and (vii) implementing existing contracted VOD deployments with
acceptable system performance and consumer acceptance.

     Uncertainty of Future Revenues; Fluctuating Operating Results

     As a result of the Company's limited operating history, the emerging nature
of the market in which it competes, and the unproven nature of both its initial
and new business models, the Company is unable to accurately forecast its
revenues. The timing and amount of future revenues will depend in large part
upon the business model employed with each MSO and the date of installation and
deployment of VOD products and services purchased by the MSO for each headend
and the terms of the contractual arrangement with the MSO. New sales, service
and licensing agreements are expected to be secured on an irregular basis, if at
all, and there may be prolonged periods of time during which the Company does
not enter into new agreements or expanded arrangements. Further, the Company's
quarterly operating results may fluctuate significantly in the future as a
result of a variety of factors, either alone or in combination. Many of these
factors are outside DIVA's control. Factors that may affect DIVA's quarterly
operating results relating to provision of its VOD products and services include
(i) the Company's success in obtaining agreements with MSOs to purchase the
Company's products and services for deployment in large numbers of cable system
headends (See "--Dependence on Cable Operator Participation; Consolidation in
Cable System Ownership; Unproven Business Models."); (ii) the mix and timing of
revenues under the Company's various business models; (iii) the timing and
completion of MSO upgrades of their distribution infrastructures (See "--
Dependence on Advanced Cable Distribution Networks and Deployment of Digital
Set-Top Boxes."); (iv) the effectiveness of MSO marketing of VOD services and
related operations; (v) demand for and consumer acceptance of digital tier
services that include VOD as either a core or value added service; (vi) the
evolution of alternative forms of in-home entertainment systems; and (vii) the
market for home video entertainment services. Factors that may affect DIVA's
quarterly operating results generally include (i) the amount and timing of
operating expenses devoted to compliance with cable industry standards and
technical integration of the Company's VOD products with products and services
provided by third party cable industry suppliers (See "--Compliance with
Industry Standards; Need to Integrate with Third Party Products."); (ii) the
amount and timing of operating expenses devoted to research and development to
modify DIVA's products to keep pace with technological developments (See "--Risk
of Technological Change and New Product Development."); (iii) the introduction
of new products and services by the Company or its competitors and price
competition among VOD product and service providers (See "--Competition Among
VOD Suppliers."); and (iv) general economic conditions and economic conditions
specific to the cable industry. A significant portion of DIVA's expenses are
operating costs that are relatively fixed and necessary to develop the Company's
business and independent of revenue generated by sales of products and services
to MSOs. If revenue falls below expectations in any quarter, the adverse impact
of the revenue shortfall on operating results in that quarter may be magnified
by the Company's inability to adjust fixed spending to compensate for the
shortfall.

                                      16
<PAGE>

     Any one of these factors, most of which are outside of the Company's
control, could cause the Company's operating results to fluctuate significantly
in the future. In response to a changing competitive environment, the Company
may choose or may be required from time to time to make certain pricing, service
or marketing decisions or enter into strategic alliances or investments or be
required to develop upgrades or enhancements to its system that could have a
material adverse effect on the Company's business, operating results, financial
condition and its ability to generate sufficient cash flow to service its
indebtedness. The Company believes that its quarterly revenues, expenses and
operating results will vary significantly in the future and that period-to-
period comparisons are not meaningful and are not indicative of future
performance.* As a result of the foregoing factors, it is likely that in some
future quarters or years the Company's operating results will fall below the
expectations of securities analysts or investors, which would have a material
adverse effect on the trading price of the 1998 Notes.*


     Dependence on Cable Operator Participation; Consolidation in Cable System
     Ownership; Unproven and Evolving Business Models

     DIVA's future success depends in large part on its ability to sell its
products and services and deploy its VOD system in a broad base of cable system
headends, on terms and conditions that will generate a profit. Broad MSO
deployments will in turn depend upon, among other things, DIVA's success in
demonstrating to MSOs that (i) DIVA's technical solution is reliable and
scalable; (ii) VOD is a compelling consumer product and MSO customers will
purchase VOD content at prices and in quantities that will justify the MSO's
investment in DIVA's VOD system, products and services rather than alternative
entertainment services such as pay-per-view ("PPV") and near video-on-demand
("NVOD"); (iii) the Company's VOD system performs and has features that are as
compelling, and at competitive prices, as other VOD products offered or in
development by competitors; (iv) DIVA's VOD system will be integrated with
third party products and services provided by other cable industry suppliers
chosen by the MSO; (v) DIVA will evolve its VOD products to be compatible with
OpenCable and other cable industry standards as they are finalized; (vi) the
Company will continue research and development efforts to assure that its VOD
platform will enable new value-added services and functions; and (vii) DIVA's
VOD products will have open interfaces to ensure compatibility with
commercially available hardware and software.

     To date, the Company has entered into multiple cable headend contracts with
Chambers Communications Corp. ("Chambers"), Insight Communications Co., L.P.
("Insight"), MediaOne of Colorado, Inc. ("MediaOne"), and NTL Group Limited
("NTL"), and a contingent single headend contract, subject to significant
conditions, with R & A Management LLC ("Rifkin"). The Company is in discussions
with various other cable operators regarding the sale of DIVA products and
services in order to deploy VOD in specific systems. The Company recently
completed limited initial deployments with Adelphia Communications Corporation
("Adelphia") and Cablevision Systems Corporation ("Cablevision") under
contingent contracts. In both cases, DIVA and the MSO have mutually agreed to
terminate the contingent contracts. The Company's agreement with Lenfest
Communications, Inc. ("Lenfest") has also been terminated. The Lenfest cable
systems were sold to Comcast Cable Communications, Inc. ("Comcast") in
January, 2000. Comcast has elected to continue the Company's existing VOD
deployment served by the Wallingford, Pennsylvania headend under a new
contingent agreement. There can be no assurance that the Company will be able
to add new cable system headends to the existing contracts with these MSOs, to
remove the contingencies and complete or expand deployment sites under the two
existing contingent MSO contracts, or to enter into definitive agreements with
any

                                      17
<PAGE>

other cable operators. If cable operators are not persuaded to purchase DIVA's
products or services to deploy VOD broadly in their cable systems, there can be
no assurance that the Company can modify its VOD system and successfully market
it to alternative video providers, and such modifications would require
additional time and capital if pursued.

     Initially, the Company directed its marketing efforts to medium sized cable
operators which had not pursued and would not likely undertake the development
of their own VOD solutions. While the Company currently has contracts with one
large U.S. MSOs (MediaOne) and one large European MSO (NTL), the current
consolidation of cable properties in the U.S. and in Europe is resulting in the
absorption of medium sized cable operators into the large MSOs. There can be no
assurance that such large MSOs will be willing to purchase VOD products and
services from the Company or be willing to do so on terms and conditions which
are economically justifiable to the Company. Further, there can be no assurance
that any new large MSO will select DIVA or any other single VOD product or
service provider for deployments in all of its upgraded cable systems, and
instead it is highly likely that large MSOs will choose to purchase VOD products
and services from a variety of competing providers.

     In light of the consolidation of cable system ownership, and in response to
reaction of larger MSOs to DIVA's original business model, the Company has
changed its business proposition to offer the MSO more choices and more control
of the VOD service. The Company's original business model was significantly
different from those commonly employed in the cable television industry. Under
the Company's original business model, DIVA owned, installed and funded all
headend hardware and software components of its VOD system, acquired, assembled,
managed and delivered the VOD service offering to cable subscribers, and
intended to generate earnings through long-term deployment agreements with MSOs
based on a share of "per view" and other content prices set by the Company. It
is likely under this initial standard VOD service model that MSOs found it
difficult to determine the net effect on revenue of either adding the Company's
service to their product mix, or replacing elements of their service offerings
with the Company's VOD service. Further, larger MSOs expressed reluctance to
have DIVA or any other third party own and operate a VOD system interfaced to
their cable distribution networks. As a result, the Company has recast its
business model so that the Company sells its Video Server and DDL to MSOs,
licenses the DSM software to MSOs, and provides a suite of content acquisition
and management services, engineering services, and business and operations
support services at the election of the MSO. The new business model anticipates
that VOD service enabled by DIVA's system will be a part of the entry level
digital tier of services provided by the MSO. Under this new business model, the
cable operator purchases, owns and maintains the VOD system hardware and takes
the capital and operating expense risk associated with such ownership. The MSO
can then select such DIVA VOD support services as it wants to employ, thereby
having an alternative to the original turnkey approach. The MSO can choose the
entire package of content and management services provided by DIVA for a share
of "per view" revenue, or some or all of these services on a contract fee for
service basis.

     DIVA's first three existing MSO contracts are under the initial business
model. The recent contracts with Insight, MediaOne and NTL represent varying
combinations of the elements of the new business model. To date, DIVA's VOD
system solution has not been rolled out to a large number of digital customers
in any MSO deployment. See "--Limited Commercial Deployments to Date;
Scalability Not Proven." Consequently, until the economics under either of
DIVA's business models are proven, cable operators may be reluctant to broadly
deploy the Company's VOD products and services in their systems

                                      18
<PAGE>

or may be unwilling to purchase its VOD offerings at all. There can be no
assurance that the Company will be able to expand the scope of deployments using
its initial business model, convert existing turnkey VOD contracts to the new
suite of offerings, or broadly deploy under its new business model, or that
cable operators will be willing to purchase the Company's VOD products and
services on these or any other terms. VOD is a new market, and the Company's VOD
system solution is only one possible means available to cable operators for
providing movies in the home. The inability of the Company to enter into
definitive agreements with cable operators for the DIVA VOD solution, or the
lack of acceptance of VOD as a consumer product by cable operators and their
subscribers, would have a material adverse effect on the Company's business,
operating results, financial condition and its ability to generate sufficient
cash flow to service its indebtedness.

     Limited Commercial Deployments to Date; Scalability Not Proven

     The Company has commercially deployed its VOD service in a single headend
location in cable systems owned by Comcast and Rifkin, in two headend locations
in cable systems owned by Chambers, and in three headend locations in cable
systems owned by Insight. The Company's agreements with Comcast and Rifkin are
conditioned upon completion of an initial deployment phase designed to enable
the cable operator to verify the business viability of DIVA's VOD service. DIVA
is in the initial deployment phase with both MSOs. If the Company's VOD service
does not demonstrate business viability or if the cable operator otherwise
determines that such service does not meet its business or operational
expectations, neither Comcast nor Rifkin is obligated to deploy the Company's
VOD service. There can be no assurance that the Company will successfully
complete these initial commercial deployment phases or that its VOD system and
service will be deployed beyond the initial phases in any such cable operator's
systems.

     The existing commercial deployments with Chambers and Insight, while not
conditioned upon completion of an initial commercial phase, are not yet rolled
out to the full extent of available upgraded cable plant and currently serve a
limited number of customers. Commercial deployment has not yet begun with
MediaOne and NTL. Until the Company's VOD products are deployed on a large scale
in one cable system, the scalability of the Company's VOD system will remain
unproven. Further, there can be no assurance that unforeseen problems will not
develop as the Company evolves its technology, products and services, or that
the Company will be successful in the continued development, cost reduction,
integration and commercial implementation of its technology, products and
services on a wide scale.



     Competition for VOD Services

     The market for in-home video entertainment services is intensely
competitive, rapidly evolving and subject to rapid technological change. The
Company expects competition in the market for VOD products and services to
intensify and increase in the future.* A number of companies have announced an
intention to introduce a VOD service or deliver VOD components that might be
deployed by a video service provider. Intertainer, a company owned in part by
Microsoft Corporation ("Microsoft"), Comcast Cable Communications ("Comcast"),
Intel Corporation ("Intel"), Sony Corp. of America and NBC, is currently
conducting trials with

                                      19
<PAGE>

Comcast and US West to provide VOD and other services over high speed networks
such as ADSL (Asymmetric Digital Subscriber Line) and cable modems primarily to
the personal computer, but plans to provide services to television sets in the
future. It is possible that companies currently operating overseas will adapt
their technology and offer it through high-speed networks in the United States.
Elmsdale Media is currently conducting a trial for its VOD system in Cardiff,
Wales for NTL. VideoNet is conducting a trial in Britain over telephone wires
offering VOD and other interactive services to non-paying customers. Hongkong
Telecom began offering commercial interactive services, including VOD, in March
1998. Other companies internationally and domestically have also announced plans
to provide VOD services which vary in degree of commercial viability. There can
be no assurance that these or other companies will not provide equivalent or
more attractive capabilities that could be more acceptable to cable operators
and their subscribers.

     It is also possible that competitors may form alliances, develop a
competitive VOD service and rapidly acquire significant market share. Such
competition would materially and adversely affect the Company's business,
operating results and financial condition. Companies that are or may be capable
of delivering VOD components include Concurrent Computer Corp, Celerity Systems
Inc., Mitsubishi Electronics America, Nippon Electric Corp., nCUBE, Pioneer and
its affiliates, SeaChange International, Inc., Silicon Graphics Inc., Unisys,
General Instrument, Scientific-Atlanta, Sony Corporation, Vivid Technology Inc.
and FreeLinQ Communications Corporation. Some of these competitors have
developed VOD products that have undergone tests or trials and may succeed in
obtaining market acceptance of their products more rapidly than the Company. In
addition, Time Warner Inc. previously field tested an integrated system solution
utilizing components from a number of the aforementioned entities. This trial
has since been terminated. Notwithstanding termination of its field trial in
Orlando, Time Warner Inc. has reached agreements with certain industry suppliers
for elements that might be used in designing and integrating a next generation
VOD system solution for an initial deployment in 2000. Cablevision has operated
limited trials of in-house VOD solutions. Certain of the Company's competitors
or potential competitors have developed affiliations with cable operators or
alternative distribution providers to develop services or technologies that may
be better or more cost effective than the Company's VOD service. These services
or technologies may be more attractive to cable operators. In addition, certain
of these potential competitors are either directly or indirectly affiliated with
content providers and cable operators and could therefore materially impact the
Company's ability to sign long-term service contracts with such cable operators
and obtain content from such providers. Although the Company is pursuing joint
development efforts to port its VOD service to digital platforms that are or
will be broadly deployed in the cable industry, these third party equipment
manufacturers have the financial and technical ability to develop and sustain
deployment of their own proprietary VOD platforms. There can be no assurance
that the Company will not face competition from these suppliers or their
affiliates or that they will support the integration of Company's VOD service
with their own components. See "--Compliance with Industry Standards; Need to
Integrate with Set-Top Box Manufacturers."

     The Company may also face competition from cable operators or other
organizations, including but not limited to the telephone companies, providers
of direct broadcast satellite ("DBS"), PPV and NVOD, cable programmers and
Internet service providers, who could provide VOD-like services through cable
and alternative delivery platforms, including the Internet, telephone lines
and satellite and other wireless services. Recent announcements of
combinations of DBS services DirecTV and the Dish Network with digital
recording devices from Replay Networks and TiVo may represent stronger
competition through the ability to store

                                      20
<PAGE>

and replay broadcast programming with pause, play, fast-forward and reverse
capability. For example, the Company could encounter competition from companies
such as Microsoft/WebTV Plus, Excite@Home or video streaming companies that in
the future may be able to deliver movies over the Internet to the television, or
from consumer use of purchased or rented digital video discs or variants
thereof. In addition, the competitive environment in which the Company will
operate may inhibit its ability to offer its VOD service to cable operators and
other types of operators that compete with one another in the same territory. A
cable operator may require the Company to provide its VOD service exclusively to
such cable operator in a particular territory. Further, cable operators
themselves may offer competing services, including increased NVOD offerings, or
may be unwilling to use the Company's VOD service and/or products exclusively.
There can be no assurance that any cable operator will commit exclusively to the
Company's VOD service and/or products. In particular, cable operators may trial
a number of different alternatives. The Company will also face competition for
viewers from providers of home video rentals, which are increasingly entering
into revenue sharing arrangements with content providers. These arrangements
have resulted in a significant increase in the number of copies available for
rental and an extension in the rental period at major video chains and,
accordingly, have made home video rentals more attractive to consumers.

     Many of the Company's competitors and potential competitors have longer
operating histories, greater name recognition, and significantly greater
financial, technical, marketing and distribution resources than the Company. As
a result, they may be able to respond to new or emerging technologies and
changes in customer requirements or to devote greater resources to the
development, promotion and sale of their products and services more effectively
than the Company. There can be no assurance that the Company will be able to
compete successfully against current or future competitors or that competitive
pressures faced by the Company will not materially adversely affect its
business, operating results, financial condition and its ability to achieve
sufficient cash flow to service its indebtedness.

     Risks Associated with Anticipated Growth

     The Company believes the opportunities presented by MSO reaction to its new
business model may require it to meet multiple aggressive engineering,
integration, product delivery and installation targets.* The growth in size and
scale of the Company's business has placed and is expected to continue to place
significant demands on its management, operating, development, third party
manufacturing and financial resources. The Company's ability to manage growth
effectively will require continued implementation of and improvements to its
operating, manufacturing, development and financial systems and will require the
Company to expand and continue to train and manage its employee base. These
demands likely will require the addition of new management personnel and the
development of additional expertise by existing management personnel. Although
the Company believes that it has made adequate allowances for the costs and
risks associated with future growth, there can be no assurance that the
Company's systems, procedures or controls or financial resources will be
adequate to support the Company's operations or that management will be able to
keep pace with such growth. If the Company is unable to manage its growth
effectively, the Company's business, operating results, financial condition and
ability to generate sufficient cash flow to service its indebtedness will be
materially adversely affected.

                                      21
<PAGE>

     Dependence on Advanced Cable Distribution Networks and Deployment of
     Digital Set-Top Boxes

     The Company's VOD service requires deployment on cable systems upgraded to
hybrid fiber/coaxial ("HFC") 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 HFC 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. A number of cable operators have announced
and begun to implement major infrastructure investments to deploy two-way
capable HFC systems which require significant financial, managerial, operating
and other resources. HFC upgrades have been, and likely will continue to be,
subject to delay or cancellation. In addition, the Company believes that the
widespread deployment of VOD services will not occur until MSOs decide to
deploy digital services through this upgraded plant and invest in new digital
set-top boxes.* Although set-top box manufacturers have announced major orders
of digital set-top boxes by MSOs, the availability of commercial quantities of
field tested digital set-top boxes with cable return path capability cannot be
predicted or assured. There can be no assurance that MSOs deploying digital
set-top boxes or any other cable operators will continue to upgrade their
cable plant or that sufficient, suitable cable plant will be available in the
future that is capable of supporting deployment of the Company's VOD products
and services. The failure of cable operators to complete planned upgrades in a
timely and satisfactory manner, or at all, and the lack of suitable cable
plant would have a material adverse effect on the Company's business,
operating results, financial condition and its ability to generate sufficient
cash flow to service its indebtedness. In addition, the reliable performance
of the VOD products and services provided by the Company is highly dependent
on cable operators maintaining their cable infrastructure and headends in
accordance with system specifications provided by the Company. Therefore, the
future success and growth of the Company's business will be subject to
economic and other factors affecting the ability of cable operators to finance
substantial capital expenditures to maintain and upgrade the cable
infrastructure to enable VOD system deployment.

     Risk of Technological Change and New Product Development

     Rapid technological developments are expected to occur in the home video
entertainment industry. As a result, the Company has modified and expects to
continue to modify its research and development plan.* Such modifications,
including those related to the set-top box integration, have resulted in delays
and increased costs. Furthermore, the Company expects that it will be required
to continue to enhance its current VOD products and services and develop and
introduce increased functionality and performance to keep pace with
technological developments and consumer preferences.* In particular, the Company
must accomplish a number of objectives, including, but not limited to (i)
modification of its headend equipment and of headend equipment provided by cable
industry suppliers and further integration of all such headend equipment and
related systems in order to achieve cost reductions and reduce physical space
requirements for widespread VOD deployment in a large number of headends; (ii)
integrating its digital platform and software with other digital applications
and services selected by the cable operator, including integration of set-top
box, headend components and electronic program guides; (iii) further technical
development of and reduction of the cost of manufacturing the DIVA Video Server
and other system components and modification of the service software for future
advances; (iv) continued scaling of the VOD system for use with larger numbers
of customers and an increased number of movie titles; and (v) enhancing its
system to enable additional services, including music videos and time-shifting.*
There can be no assurance that the Company will, on a satisfactory timetable, be
able to accomplish any

                                      22
<PAGE>

of these tasks or do so while maintaining the same functionality. There can be
no assurance that the Company will be successful in developing and marketing
product and service enhancements or new services that respond to technological
and market changes or that the Company will not experience difficulties that
could delay or prevent the successful development, introduction and marketing of
such new services or enhancements. Failure to successfully develop these
projects could have a material adverse effect on the Company's business,
operating results, financial condition and its ability to generate sufficient
cash flow to service its indebtedness. The Company has encountered delays in
product development, service integration and field tests and other difficulties
affecting both software and hardware components of its system and its ability to
operate successfully over HFC plant. In addition, many of the Company's
competitors have substantially greater resources than the Company to devote to
further technological and new product development. See "--Competition for VOD
Services." There can be no assurance that technological and market changes or
other significant developments in VOD technology by the Company's competitors
will not render its VOD products and services obsolete.

     Compliance with Industry Standards; Need to Integrate with Third-Party
     Products

     The cable industry has launched an initiative called OpenCable which will
redefine the requirements and features of digital set-top converters as well as
the requirements and features of their control systems located in the boxes
themselves and in cable headends. The OpenCable initiative is managed by
CableLabs on behalf of the cable MSOs and is supported by some of the cable
equipment manufacturers, including General Instrument and Scientific-Atlanta.
The OpenCable initiative is defining future digital platform requirements as
they relate to set-top box requirements and control systems, which could affect
DIVA's digital platform and its efforts to integrate its digital platform and
VOD application with digital set-top and headend equipment manufactured by third
party cable industry suppliers. There can be no assurance that the Company will
be successful in complying with the requirements of the OpenCable initiative as
they are finally adopted, or that compliance will not cause difficulties that
could delay or prevent successful development, introduction or broad deployment
of its VOD products and services.

     Although the Company developed a set-top box that was able to meet MSO
requirements for a single box that both enables VOD and processes broadcast
analog and digital cable signals, the Company determined that it needs to port
its VOD solution to other digital platforms that are or will be broadly deployed
in the cable industry, including those that may be offered by General
Instrument, Scientific-Atlanta, Pace and other companies. The Company and
General Instrument have demonstrated the successful port of the Company's VOD
application to General Instrument's DNS, the initial implementation of this
integration was tested on a limited, non-commercial basis with Comcast, and a
commercial version has been launched in systems owned by Chambers and Insight.
The Company and General Instrument are continuing joint development efforts to
more closely integrate the VOD products with DNS, including achieving cost
reductions, reducing physical space requirements of headend equipment and
enabling industry accepted VOD encryption capability. There can be no assurance
that the Company will be successful in accomplishing continued General
Instrument integration on a cost-effective basis or at all.

     The Company is party to a developer agreement with Scientific-Atlanta which
should enable the Company to access the necessary information and material to
effectively port its VOD system products to the Scientific-Atlanta platform.
However, there can be no assurance that the Company and Scientific-Atlanta will
be able to achieve compatibility between their respective systems. The Company's
ability

                                      23
<PAGE>

to enter into relationships with MSOs that require a single box solution
and choose to deploy Scientific-Atlanta's Digital Broadband Delivery System
could therefore be significantly impaired.

     Although the Company has developed an on-screen interactive guide or
navigator that is closely integrated with its VOD service, MSO customers and
their subscribers are likely to expect a seamless link between the navigator and
third party electronic programming guides ("EPGs") that provide information
regarding programming schedules. The ability to create cross access points
between the navigator and various EPGs may be limited by the engineering and
memory characteristics of the digital platforms and EPG applications provided by
major cable industry suppliers. Further, positioning the navigator as the first
or one of the first screens viewed by a subscriber, which would create enhanced
revenue and promotional opportunities, may be limited by these third-party
platform characteristics or by existing or future agreements between EPG
providers and MSOs.

     Reliance on Third-Party Manufacturers; Exposure To Component Shortages

     The Company depends and will continue to depend on third parties to
manufacture the major elements of its VOD system. The Company subcontracts
manufacturing of its proprietary components of its Video Server and the DDL to
third-party manufacturers. All of such subcontractors are bound by
confidentiality agreements. As a result of the complexity of the Company's
hardware components, manufacturing and quality control are time consuming
processes. Consequently, there can be no assurance that these manufacturers will
be able to meet the Company's requirements in a timely and satisfactory manner
or the Company would be able to find or maintain a suitable relationship with
alternate qualified manufacturers for any such elements. The Company's reliance
on third-party manufacturers 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 the Company is
unable to obtain such manufacturing on commercially reasonable terms, its
business, operating results, financial condition and its ability to achieve
sufficient cash flow to service its indebtedness would be materially adversely
affected.

     Certain of the Company's subassemblies and components used in the Video
Server and the DDL are procured from single sources and others are procured only
from a limited number of sources. Consequently, the Company may be adversely
affected by worldwide shortages of certain components, significant price
increases, reduced control over delivery schedules, and manufacturing
capability, quality and cost. Although the Company believes alternative
suppliers of products, services, subassemblies and components are available, the
lack of alternative sources could materially impair the Company's ability to
deploy its VOD system. Manufacturing lead times can be as long as nine months
for certain critical components. Therefore, the Company may require significant
working capital to pay for such components well in advance of revenues.
Moreover, a prolonged inability to obtain certain components could have a
material adverse effect on the Company's business, operating results, financial
condition and its ability to achieve sufficient cash flow to service its
indebtedness and could result in damage to MSO or customer relationships.

     Uncertainty of Protection of Patents and Proprietary Rights

     The Company's future success depends, in part, on its ability to protect
its intellectual property and maintain the proprietary nature of its technology
through a combination of patents, licenses and other

                                      24
<PAGE>

intellectual property arrangements. The Company has licensed rights to the DIVA
Video Server and the DIVA set-top decoder initially developed by The Sarnoff
Corporation ("Sarnoff"). Sarnoff and the Company have been awarded patents and
have filed applications and intend to file additional applications for patents
covering the DIVA Video Server. Sarnoff and the Company have filed applications
for patents covering the set-top decoder, and the Company has filed patent
applications, and intends to file additional and derivative patent applications
covering the interactive service and its technology. There can be no assurance,
however, that any patents issued to Sarnoff or the Company will not be
challenged, invalidated or circumvented, or that the rights granted thereunder
will provide proprietary protection to the Company. Despite the efforts of
Sarnoff and the Company to safeguard and maintain these proprietary rights,
there can be no assurance that the Company will be successful in doing so or
that the Company's competitors will not independently develop or patent
technologies that are substantially equivalent or superior to the Company's
technologies. From time to time, the Company has received notices from third
parties claiming infringement of certain intellectual property rights. Although
the Company does not believe it infringes any third party's intellectual
property rights, DIVA could encounter similar claims in the future.*

     Since patent applications in the U.S. are not publicly disclosed until the
patent has been issued, applications may have been filed that, if issued as
patents, would relate to the Company's products. In addition, the Company has
not conducted a comprehensive patent search relating to the technology used in
the DIVA Video Server or the Company's VOD system. The Company is subject to the
risk of claims and litigation alleging infringement of the intellectual property
rights of others. There can be no assurance that third parties will not assert
infringement claims against the Company in the future based on patents or trade
secrets or that such claims will not be successful. Parties making such claims
may be able to obtain injunctive or other equitable relief which could
effectively block the Company's ability to provide its VOD service in the U.S.
and internationally, and could result in an award of substantial damages. In the
event of a successful claim of infringement, the Company, its MSOs and other end
users may be required to obtain one or more licenses from third parties. There
can be no assurance that the Company or its customers could obtain necessary
licenses from third parties 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 the Company's ability to provide its VOD products or services,
any of which could have a material adverse effect on the Company's business,
operating results, financial condition and its ability to generate sufficient
cash flow to service its indebtedness.



     Risks Associated with Programming Content

     In those MSO deployments where DIVA provides programming content, the
Company's success will depend, in part, on its 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
the Company has entered into arrangements with most of the major movie studios
and a number of other content providers for its initial deployments, there can
be no assurance that the Company will be able to continue to obtain the content,
during the segment of time available to VOD

                                      25
<PAGE>

providers and others such as PPV, to support its VOD service beyond the
geographic area of its initial deployments. Studios may require the Company to
make prepayments prior to the time that customers pay for viewing a title or
require the Company to enter into long-term contracts with minimum payments.
Further, studios may increase the license fees currently charged to the Company.
The Company's failure to obtain timely access to such content on commercially
acceptable terms could have a material adverse effect on its business, operating
results, financial condition and its ability to generate sufficient cash flow to
service its indebtedness.

     Dependence on Key Personnel

     The Company's performance is substantially dependent on the performance of
its officers and key employees, and its ability to retain and motivate qualified
personnel, especially its management. The Company does not have "key person"
life insurance policies on any of its employees. There can be no assurance that
key personnel will continue to be employed by the Company or that the Company
will be able to attract and retain qualified personnel in the future. The
Company's future success also depends on its ability to identify, hire, train
and retain technical, sales, marketing and managerial personnel. Competition for
such personnel is intense, and there can be no assurance that the Company will
be able to attract, assimilate or retain such personnel in the future. The
inability to attract and retain its officers and key employees and the necessary
technical, sales, marketing and managerial personnel could have a material
adverse effect upon the Company's business, operating results, financial
condition and its ability to achieve sufficient cash flow to service its
indebtedness.

     Government Regulation

     The Federal Communications Commission ("FCC") has broad jurisdiction over
the telecommunications and cable industries. The majority of FCC regulations,
while not directly affecting the Company, do affect cable companies, the primary
potential purchasers of DIVA's VOD products and services. As such, the indirect
effect of these regulations may adversely affect the Company's business. The
Communications Act of 1934, as significantly amended by Congress in 1992 and
more recently by the Telecommunications Act of 1996 (as so amended, the "Act"),
provides a significant regulatory framework for the operation of cable systems.
Rules promulgated by the FCC under the Act impose restrictions and obligations
that could affect how the cable operator offers or prices the VOD service
enabled by the Company's products and services. None of these impose direct rate
or service restrictions on the Company.

     In addition, certain FCC rules, and FCC rulemakings in process or required
in the future under the Act could directly affect the joint efforts of the
Company and third-party equipment manufacturers such as General Instrument to
port the Company's VOD solution to digital platforms that are broadly deployed
in the cable industry. FCC rules to date have focused on analog equipment,
rather than digital equipment such as the Company's. However, it is anticipated
that as digital equipment, transmission and services are deployed by cable
operators, the FCC will extend analog rules to digital transmission, or craft
rules specific to digital platforms. An example being discussed is digital "must
carry" which would require cable operators to transmit on their systems not only
the analog channels of local broadcast television stations in all markets, but
the newly authorized digital broadcast channels as well. Digital "must carry"
for local over-the-air broadcast licensees could consume a significant amount of
the increased channel capacity being created by cable operators through their
upgrades. There can be no

                                      26
<PAGE>

assurance that any MSO will elect to launch VOD using the Company's or any
competitor's VOD products and services as opposed to other, less expensive
analog and digital services using the transmission capacity that remains after
implementation of digital "must carry" in any local market.

     Local franchising authorities retain certain statutory and general
regulatory authority with respect to cable operators including the ability to
regulate or exclude content that they deem inappropriate under local community
standards. In MSO deployments where DIVA provides programming content, the MSO
has the option of including adult offerings in its VOD service. Because local
community standards will vary, the local cable operator may decide to either
restrict the scope or entirely exclude adult content. The Company's VOD system
also enables individual subscribers to exclude entirely or restrict access to
such content. To the extent that DIVA shares in "per view" revenues in any MSO
system that restricts or excludes adult content, the Company's operating results
could be impacted by the decisions of local regulatory authorities and cable
operators regarding such content.

     Finally, the Act authorizes, but does not require, local franchising
authorities to impose a fee of up to 5% on the gross revenues derived by third
parties from the provision of cable service over a cable system. To the extent
that the Company assembles and provides a VOD service directly to cable
subscribers (rather than providing it to cable operators for resale to cable
subscribers) and the local franchise agreement has been amended or renewed and
includes appropriate language, the Company could be required to pay a franchise
fee of up to 5% of gross revenues derived from its VOD service in a specific
franchise area to the local franchising authority.

     There are other rulemakings that have been and still are being undertaken
by the FCC which will interpret and implement provisions of the Act. It is
anticipated that the Act will stimulate increased competition generally in the
telecommunications and cable industries, which may adversely impact the Company.
No assurance can be given that changes in current or future laws or regulations,
including those limiting or abrogating exclusive MSO contracts, in whole or in
part, adopted by the FCC or other federal, state or local regulatory authorities
would not have a material adverse effect on the Company's business.

     In addition, VOD services in Canada are licensed by the Canadian Radio and
Telecommunications Commission, and VOD services are licensed in a variety of
ways if provided in the United Kingdom and other EU member countries in which
DIVA is marketing its VOD products and services. The Company is seeking to
determine the basis on which it may offer its VOD products and services in
Canada, the UK and EU, the extent of regulatory controls and the terms of any
revenue arrangements that may be required as conditions to the deployment of its
VOD service in such countries. The Company may not be able to obtain
distribution rights to movie titles in non-U.S. jurisdictions under regulatory
and financial arrangements acceptable to the Company.

     Control by Insiders

     The Company's executive officers and directors, together with entities
affiliated with such individuals, and Acorn Ventures, Inc. beneficially own
approximately 47.4% of the Common Stock (assuming conversion of all outstanding
Preferred Stock into Common Stock). Accordingly, these stockholders have
significant influence over the affairs of the Company. This concentration of
ownership could have the effect of delaying or preventing a change in control of
the Company.

                                      27
<PAGE>

     Forward-Looking Statements

     The statements contained in the "Factors Affecting Operating Results"
section that are not historical facts are "forward-looking statements," which
can be identified by the use of forward-looking terminology such as "estimates,"
"projects," "anticipates," "expects," "intends," "believes," or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. These forward-looking
statements, including statements regarding market opportunity, deployment plans,
market acceptance, the Company's business models, capital requirements,
anticipated net losses and negative cash flow, revenue growth, anticipated
operating expenditures and product development plans are only estimates or
predictions and cannot be relied upon. No assurance can be given that future
results will be achieved; actual events or results may differ materially as a
result of risks facing the Company or actual results differing from the
assumptions underlying such statements. Such risks and assumptions include, but
are not limited to, those discussed in this "Factors Affecting Operating
Results" section, which could cause actual results to vary materially from the
future results indicated, expressed or implied in such forward-looking
statements. The Company disclaims any obligation to update information contained
in any forward-looking statement.

                                      28
<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 December 31, 1999, the Company issued and
         sold an aggregate of 424,990 shares of Common Stock to employees and
         consultants for an aggregate purchase price of $480,092 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.

         In December 1999, the Company completed the sale of 777,778 shares of
         Series E Preferred Stock to one investor for approximately $7.0 million
         in gross proceeds. This issuance was deemed exempt from registration
         under the Securities Act of 1933, as amended, in reliance upon Section
         4(2) thereunder.

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

                  a.   Exhibits.

                        3.1   Certificate of Designation of Series E Preferred
                              Stock
                       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
                       December 31, 1999.

                                      29
<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
                                 Vice President, Finance and Administration,
                                 and Chief Financial Officer



Dated: February 14, 2000

                                      30