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improper data from third-parties suffering from the year 2000 problem. In
addition, two interacting systems, applications, devices or chips, each of which
has individually been fixed so that it will properly handle the year 2000
problem, could nonetheless result in a failure because their method of dealing
with the problem is not compatible.

         These problems are expected to increase in frequency and severity as
the year 2000 approaches. This issue impacts our owned or licensed computer
systems and equipment used in connection with internal operations, including:

              - information processing and financial reporting systems;
              - customer billing systems;
              - customer service systems;
              - telecommunication transmission and reception systems; and
              - facility systems.

         THIRD PARTIES. We also rely directly and indirectly, in the regular
course of business, on the proper operation and compatibility of third party
systems. The year 2000 problem could cause these systems to fail, err, or become
incompatible with our systems.

         If we or a significant third party on which we rely fails to become
year 2000 ready, or if the year 2000 problem causes our systems to become
internally incompatible or incompatible with such third party systems, our
business could suffer from material disruptions, including the inability to
process transactions, send invoices, accept customer orders or provide customers
with our cable services. We could also face similar disruptions if the year 2000
problem causes general widespread problems or an economic crisis. We cannot now
estimate the extent of these potential disruptions.

         STATE OF READINESS. We are addressing the year 2000 problem with
respect to our internal operations in three stages:

         (1)   conducting an inventory and evaluation of our systems,
               components, and other significant infrastructure to identify
               those elements that we reasonably believe could be expected to be
               affected by the year 2000 problems. This initiative has been

         (2)   remediating or replacing equipment that, based upon such
               inventory and evaluation, we believe may fail to operate properly
               in the year 2000. This stage is substantially complete; and

         (3)   testing of the remediation and replacement conducted in stage
               two. This stage is substantially complete.

         Much of our assessment efforts in stage one have involved, and depend
on, inquiries to third party service providers, suppliers and vendors of various
parts or components of our systems. We have obtained certifications from third
party service providers, suppliers and vendors as to the readiness of mission
critical elements and we are in the process of obtaining certifications of
readiness as to non-mission critical elements. Certain of these third parties
that have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, will be year 2000 ready
or timely converted into year 2000 compliant systems compatible with our
systems. Moreover, because a full test of our systems, on an integrated basis,
would require a complete shut down of our operations, it is not practicable to
conduct such testing. However, we have utilized a third party, in cooperation
with other cable operators, to test a "mock-up" of our major billing and plant
components, including pay-per-view systems, as an integrated system. We are
utilizing another third party to also conduct comprehensive testing on our
advertising related scheduling and billing systems. In addition, we have
evaluated the potential impact of third party failure and integration failure on
our systems in developing our contingency plans.

correct a material year 2000 problem could result in system failures leading to
a disruption in, or failure of certain normal business activities or operations,
for example, a failure of our major billing systems and plant components such as
our pay-per-view systems. Such failures could materially and adversely affect
our results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the year 2000 problem, resulting in part from the
uncertainty of the year 2000 readiness of third-party suppliers and customers,
we are unable to determine at this time whether the consequences of year 2000
failures will have a material impact on our results of operations, liquidity or
financial condition. However, the year 2000 taskforce has significantly