SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 1999.

                                       OR

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission file number 0-15405.

                      DATA TRANSMISSION NETWORK CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 47-0669375
              ----------------------------------------------------
              (State of Incorporation) (I.R.S. Employer ID Number)

9110 West Dodge Road, Suite 200, Omaha, Nebraska                       68114
------------------------------------------------                     ----------
    (Address of principal executive office)                          (Zip Code)


       Registrant's telephone number, including area code: (402) 390-2328

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of Class)

         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 and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X        No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [ ].

         The aggregate  market value of voting stock (based upon the "bid" price
as quoted on NASDAQ) of the registrant held by  non-affiliates  on March 1, 2000
was approximately $300,500,000.

         At March 1, 2000, the registrant had outstanding  12,019,986  shares of
its common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Portions of the  Registrant's  Annual  Report to  Shareholders  for the
         fiscal year ended December 31, 1999 are  incorporated by reference into
         Parts I, II, and IV.

2.       Portions of the  Registrant's  definitive Proxy Statement filed for the
         Registrant's  Annual Meeting of Shareholders to be held April 26, 2000,
         are incorporated by reference into Part III.


<PAGE>


                                     PART I

ITEM 1.  BUSINESS.

         (a)        General Development of Business:

         Data  Transmission  Network  Corporation  (the  "Company",  "DTN")  was
incorporated on September 17, 1987 to change the name and state of incorporation
of its predecessor company, Dataline, Inc. from Nebraska to Delaware pursuant to
an  Agreement  and Plan of  Merger  dated  October  8,  1987.  The  Company  was
originally  incorporated  in Nebraska on April 9, 1984,  as Scoular  Information
Services,  Inc., a subsidiary of a regional  grain  company,  later changing its
name to Dataline, Inc.

         On December  19, 1985 and January 31,  1986,  in related  transactions,
certain  employees of the Company  purchased all of the outstanding stock of the
company from the regional grain company.

         In January 1987, the Company  completed an initial  public  offering of
common stock selling 698,085 shares at $5.40 per share (pre-stock split).

         On March 3, 2000, the Company entered into a definitive  agreement with
Veronis, Suhler & Associates  Communications Partners III, LP (VS&A III) whereby
VS&A III will  make a tender  offer to all of the  Company's  shareholders  at a
price of $29.00 per share. The tender offer is subject to the tender of at least
90% of the outstanding  shares as of March 1, 2000. Holders of over 50.1 percent
of the Company's  outstanding  shares have agreed to accept the tender offer and
vote to  approve  the  merger.  If less than 90% of the  outstanding  shares are
tendered,  the Company  will merge with an affiliate of VS&A III at the same per
share price. Closing of the transaction is subject to government and shareholder
approvals and other  customary  conditions,  and is expected to occur during the
second quarter of 2000.

         (b)       Financial Information About Industry Segments:

                   Financial information about industry segments for the Company
                   is  on  page  56 of  the  Company's  1999  Annual  Report  to
                   Shareholders and is incorporated herein by reference.

         (c)        Narrative Description of Business:

         Data  Transmission   Network   Corporation  (DTN,  the  Company)  began
operations in April 1984 and continues to provide comprehensive,  time-sensitive
information and communication services primarily for the agricultural,  weather,
financial and energy industries.  DTN grew to 166,900 subscribers throughout the
U.S.  and Canada at the end of 1999. A review of these  industries  and services
with the year's highlights are discussed in this report.

         The  Company's  subscription  services are  targeted at niche  business
markets and designed to be timely,  simple to use and convenient.  The Company's
distribution  technology  provides  an  efficient  means  of  sending  data  and
information  from point to  multi-point.  The  development  and  enhancement  of
cost-effective   distribution  methods  including  the  Internet  and  satellite
delivery,  plus a total commitment to customer  service and information  quality
has enabled the Company to become a major player in the communications industry.

         The Company  continues to take  advantage of  engineering  and software
advancements  for  developing  and  improving  distribution  in an exciting  and
growing  industry.  In 1999,  DTN made great  strides in the area of  e-commerce
which will also be discussed in detail in this report.

                                       2
<PAGE>

Information Distribution Technologies

         DTN supports several information distribution technologies allowing the
distribution,  reception and display of  information.  The primary  technologies
used are small dish Ku-band satellite (Ku) and the Internet.  Other technologies
used are Cable TV (VBI),  e-mail,  FAX, direct leased line circuits and wireless
technology.

         The Company provides the equipment necessary for subscribers to receive
certain services using Ku, FM or VBI technologies. This equipment includes a DTN
receiver,  a video monitor,  FM antenna or a small 30" Ku-band satellite dish. A
keyboard,  mouse and printer may be provided  depending on the  service.  DTN is
responsible for the normal maintenance and repair of subscriber  equipment.  DTN
Internet  subscribers  use their own  personal or business  computers to receive
information and e-commerce services.

         In 1992,  the Company  introduced  the Advanced  Communications  Engine
(ACE)  receiver,  a color graphics  receiver  system.  This system  expanded the
Company's  ability to  provide  information  and  communication  services  using
satellite technology.

         The ACE receiver contains multiple processors. One is dedicated to data
communications  and  storage.  The second  processor is for  manipulating  data,
interacting  with  the  user  and  displaying  high-resolution  color  pictures,
graphics  and text. A third  processor  enables the unit to play audio clips for
weather forecasts,  voice  advertisements or audio alarms set for when a futures
contract or stock price reaches a pre-set price. In addition, this processor can
send and retrieve  information by using an internal  modem  connected to a phone
line. Additional processors may be present, as necessary, based on the method of
information distribution technology used, such as satellite, VBI, etc.

         The  ACE  receiver  can  also  download  information  to a  printer  or
computer.  This  receiver  is  equipped  with an  internal  hard drive  allowing
processed  information  to be stored,  archived and  displayed.  The  receiver's
built-in  control panel,  keyboard or mouse allows  subscribers to  conveniently
view this information.

         One of the unique  aspects of the  Company's  information  distribution
technology  is the computer  software  developed by the Company for use with the
broadcast  system that feeds data to the ACE  receivers.  This software  manages
information from a wide array of input sources,  runs routines,  sets priorities
and then  initiates  transmission  to the satellite.  The software  provides the
capability to individually  address each receiver unit placed with a subscriber.
This  permits  the  Company  to  transmit  specific  information  to a  specific
subscriber or group of subscribers.

         DTN began  offering  services via the Internet in 1995 and now provides
Internet services for the four main divisions - agriculture,  weather, financial
and energy.  In 1998,  the Company  expanded its Internet  initiatives  into the
e-commerce  arena,  adding online  trading  capabilities  to real-time  Internet
financial  service products.  In 1999, the Company began new initiatives  within
the cash grain and  livestock  commodities  and futures  business as well as for
perishable products such as meat, produce and floral. The Company also announced
its interactive, advertising based weather site (WX.COM) in 1999. These and more
will be discussed later in this report.

         In 1998, the Company began delivering  services to customers via direct
leased line  circuits.  This gives  customers  in major  metropolitan  areas the
ability to receive the Company's  information  where options,  such as satellite
dishes, are impractical. In many instances, this technology provides a redundant
delivery method to insure maximum availability of the Company's information.

         The following is a summary of subscribers  by information  distribution
technology at December 31, 1999.

Information Distribution Technologies                         Subscribers
-------------------------------------------------------------------------
Ku-Band Satellite                                               142,600
Internet                                                         19,000
Leased Lines                                                      1,600
VBI                                                                 800
FM Radio Side Band                                                2,900
                                                             ----------
Total                                                           166,900

                                       3

<PAGE>

         The Company has approximately  15,000 customers  receiving  information
using Fax  technology.  The e-mail business is primarily a subscriber (an e-mail
source)  communicating  specific  messages to a group of subscribers.  There are
over 1,200  e-mail  sources  delivering  over  35,000  pages of  information  to
subscribers daily.

Service and Equipment Revenue

         The Company's  revenue is derived  primarily from six  categories:  (1)
monthly,  quarterly or annual subscriptions,  (2) equipment sales (3) additional
(optional) services, (4) communication services, (5) advertising and (6) service
initiation fees. The percentage of total revenue for each category over the last
three fiscal years was:

                                    1999             1998               1997
----------------------------------------------------------------------------
Subscriptions                        80 %            80 %               80 %
Equipment Sales                       4 %             3 %                -
Additional Services                   5 %             5 %                5 %
Communication Services                8 %             7 %                8 %
Advertising                           2 %             3 %                3 %
Service initiation fees               1 %             2 %                4 %

(1)  Subscription  revenue is generated  from monthly,  quarterly or annual fees
     for one of the  Company's  services.  The  Company  offers  a  discount  to
     subscribers who pre-pay their subscription annually. A more detailed review
     of each service is found later in this report.

(2)  A unit of DTN  Kavouras  Weather  Services  generated  equipment  sales  of
     weather  systems,  workstations  and weather  radar  systems as well as the
     manufacturing  of small  and  large  Doppler  radar  systems.  The  Company
     announced the sale of their radar business to Radtec  Engineering,  Inc. in
     December 1999.

(3)  Additional  services are offered to  subscribers  on an "a la carte" basis,
     similar to premium channels on cable TV. A third party provides information
     for these services with DTN receiving a share of the  subscription  revenue
     paid by the subscriber.  Additional  services revenue  continues to grow in
     total dollars at a rate commensurate with the overall growth of the Company
     due, in part, to new technological innovations using the Internet.

(4)  The  Company   sells   communication   services   allowing   companies   to
     cost-effectively  communicate a large amount of timely information to their
     customers or field offices.  This category  includes revenue generated from
     FAX and e-mail services.  Communications revenue continued to grow in total
     dollars and management  believes this area offers  opportunities for future
     growth.

(5)  Advertising  space is sold and  interspersed  among  the  pages of news and
     information,  similar to a  newspaper  or  magazine.  The  advantage  of an
     electronic  advertisement over typical print media is the ability to change
     or replace the  advertising  message  quickly and as  frequently  as market
     conditions dictate.  Advertising revenue was down slightly due primarily to
     the weak ag  economy.  This  was  somewhat  offset  due to  subscriber  and
     subscription  revenue  growth as well as the addition of new services  with
     available advertising space.

(6)  Service   initiation  fees  are  one-time  charges  for  new  subscriptions
     depending on the service and the information distribution  technology.  DTN
     also charges an initiation fee for those subscribers who convert to another
     service (i.e., from a monochrome FM to a Ku color service).

Agricultural Services

                                    1999             1998              1997
                                    ----             ----              ----

Revenues (in millions)              $85.1            $88.3             $87.6
Subscribers at year-end             109,300          113,800           120,500


                                       4
<PAGE>

         The DTN Agricultural  Division consists of five major services:  DTN Ag
Services,  DTNstant,  DTN Fresh (an expansion of DTN  PROduce),  DTNiron and DTN
Cotton Network.  DTN Ag Services,  DTNstant and DTNiron serve DTN's  traditional
agricultural  marketplace,   consisting  of  grain  and  livestock  farmers  and
agribusinesses with interests in the commodity  distribution chain. DTN Fresh is
in the fresh produce and perishable vertical market with initiatives in meat and
floral. DTN Cotton Network serves cotton gins, warehouses and merchants. Because
of the diversity of these  markets,  the ag sales force has been  specialized to
best serve prospects and customers in each area.

         Approximately 80% of DTN ag subscribers are grain farmers and livestock
producers,   with  the  balance   consisting   primarily  of  grain   elevators,
agri-businesses and financial institutions.  Subscribers to DTN Ag Services farm
nearly one third of the nation's  total cropland and market more than 50% of the
nation's cattle and hogs.

         The Internet has altered access to information for ag producers.  DTN's
focus on additional of proprietary content and analysis from a dedicated team of
ag journalists  continues to set DTN apart from "free" services.  Entry into the
e-commerce  arena,  which will be discussed in detail later in this report,  has
opened new doors of opportunity for the company's ag division.

         The main competition to the  agricultural  services is a combination of
printed  advisory  services,  radio,  television,   telephone,  other  satellite
information  services,   free  and  subscription  Internet  services,   and  old
information-gathering habits.

         There  are  over  200  premium   services   available  to  agricultural
subscribers to enhance their  subscription.  These services consist of advisory,
informational and educational products as well as newswire, association and free
add-on services.  Premium services compliment core services and add value to the
subscribers  who use them.  They are  marketed  to current  subscribers  through
telemarketing,  system wide and individual free trials, direct mail, billing and
equipment inserts as well as on screen advertising. Prices range from $2 to $400
per month.

         Communication  services  play an  important  role in  providing  a cost
effective  means  to reach a large  number  of  targeted  customers  daily.  DTN
InfoMail  provides  information  for  elevators,  seed sales reps,  agronomists,
chemical  sales  reps and  technical  advisors,  commodity  brokers,  processing
plants,  auction sale barns,  feedlots and anyone with a need to  communicate to
DTN subscribers. Over 40 new InfoMail providers began messaging in 1999.

         Advertising on DTN Ag Services is another  revenue-generator for the ag
division. The "always on" interactivity, animation and scheduling flexibility of
the DTN systems are very appealing to  agri-businesses  such as seed  companies,
equipment dealers,  and ag chemical and finance businesses.  Advertising revenue
in 1999 topped $2.8 million.

E-Commerce Initiatives

         DTN's Ag  Division  is  poised  to  leverage  its  critical  mass of ag
customers by providing  easy and  affordable  access to Internet  services  with
numerous e-commerce initiatives.

         The DTN Cotton  Network is involved in the  electronic  trade of cotton
for over two years and is a  combination  of DTN's  proprietary  network and the
Internet.

         DTN Fresh  introduced DTN Tradelink,  which is involved with electronic
data interchange  (EDI) in the produce and perishables  industry.  DTN Tradelink
software is used for price discovery and trading.

         In the fourth  quarter of 1999,  an  alliance  with  Ag1.com  created a
program  to provide  inputs,  financing,  marketing  advice  and  insurance  for
producers. This program has been well received in its early stages.

         DTNstant  expanded  its  capabilities  to include  cash  grain  trading
between its customers. The Tradelink software allows  producer-to-elevator grain
trading and will be sold along with InfoMail services.

                                       5
<PAGE>

         In addition,  DTN Ag Services  has  negotiated  an  agreement  with two
brokerage  firms  to  allow  electronic   commodity  futures  order  entry.  The
elevator-to-elevator   transactions   as   well   as  the   producer-to-elevator
transactions can be executed using DTN ACE receivers or the Internet.

         In December 1999, DTN and Photon Research Associates, Inc. (PRA) formed
a  joint-venture  company,  EarthScan  Network,  Inc.  Earthscan  Network is the
culmination  of a three  year  relationship  bringing  the  latest in  satellite
imaging and Internet technology to give the agricultural industry  unprecedented
capability to manage risk and maximize return.

DTN AgDayta

         DTN  Ag  Services'   leading  edge   Internet   service,   DTN  AgDayta
(www.agdayta.com), incorporates editorial content specifically for AgDayta along
with proprietary  content  developed for satellite  services.  Internet delivery
allows additional  functionality and supports  interactivity.  A newly developed
charting  package can be  downloaded  to the user's  personal  computer,  giving
impressive  charting  abilities  for both  futures  and  equities.  An  enhanced
Kavouras weather package offers real-time weather updates.  The result is DTN Ag
Services' most content rich agricultural service.

         DTN  AgDayta  serves  as  the  foundation  of Ag  Services'  e-commerce
initiatives on the Internet. Ag1.com has been integrated with AgDayta to provide
producers with inputs,  financing,  marketing plans, and crop insurance.  Online
cash and futures trading will be available on the AgDayta site. DTN AgDayta will
provide the customer with easy access to virtually every tool needed  throughout
the ag production and marketing cycle.

DTN AgDaily/FarmDayta Satellite Services

         DTN AgDaily is the Company's  flagship service.  Managed on an Advanced
Communications  Engine (ACE)  satellite  receiver,  subscribers  receive delayed
commodity  futures and options  quotes,  charts,  local cash grain and livestock
prices,  selected national,  regional and world weather updates and a variety of
daily analysis, commentary and news affecting grain and livestock prices.

         DTN Pro Series is an advanced version of DTN AgDaily.  Functionality is
enhanced with a high interest  window to view futures  quotes and options on any
page, keyword search,  customization of up to five pages of selected information
and a personal library serving as an archive segment. Packages of weather, news,
charts,  intraday commodity charting or stocks can be added to the core service.
DTN  Commodity  Pro,  Premier  and  Premier  Plus  combine  two or more of these
packages for a more extensive, customized service.

         DTN FarmDayta II offers similar  information using the unique FarmDayta
receiver for its delivery method.

         FarmDayta One service was introduced to fill a special  customer niche.
Content was  developed  to provide a lower price  point for the  first-time  DTN
customer.  This is the most economical color satellite option available from DTN
Ag Services.

         FarmDayta  Elite  and  Elite  Plus  include  all the DTN  FarmDayta  II
features  and  content  with  added  news,  quotes,   weather   information  and
functionality.

DTNstant

         DTNstant is a leader in  providing  delivery of  real-time  futures and
options quotes from the major  commodity  exchanges and headline  commodity news
from multiple sources such as the Associated Press, Reuters,  Futures World News
and Bridge.  The service also provides  market-leading  cash grain and livestock
information,  in-depth charting  capabilities plus all the information available
on the DTN AgDaily color service.

         In addition,  the service provides information for the energy,  metals,
softs (i.e., orange juice, coffee, cocoa), transportation and lumber industries.
DTNstant uses compatible  software to allow the "pass thru" of data and graphics
into an individual's  personal computer or a company's local area network (LAN).

                                       6
<PAGE>

With this  capability,  a DTN ACE  receiver  can feed  information  to  multiple
users/traders  on the LAN. This "pass thru" software has opened many new markets
by  utilizing  information  distribution  within  a  customer's  LAN,  enhancing
analytical capabilities and the manipulation of DTN data in a "PC" environment.

         DTNstant  operates in a very competitive  market with many providers of
instant commodity quotes. The primary subscribers are commercial grain companies
and elevators,  feedlots,  commodity brokers and commodity speculators. No other
product  in the  industry  offers  a more  comprehensive  news  and  information
service.  Due to the  nature of this  industry,  the  Company  provides  on-site
service and installation by professional service technicians.

DTN Fresh (an expansion of DTN PROduce)

         DTN  Fresh   provides   comprehensive   weather,   pricing,   news  and
transportation   information,   as  well  as  e-commerce  and  electronic   data
interchange  (EDI)  solutions  for those  involved  in the buying and selling of
perishable commodities.

         DTN Fresh has two business units. DTN Tradelink provides e-commerce and
EDI  solutions  for buyers  and  sellers of  perishable  commodities.  DTN Fresh
Information  Services  provides an  authoritative  source of  weather,  pricing,
market  information,  news and  transportation  information  for produce,  meat,
floral and other perishable product industries.

DTN Cotton Network

         DTN  Cotton  Network  is an  electronic  communications  system for the
cotton industry designed to operate on a user's personal computer using software
developed  specifically for cotton accounting and marketing.  DTN Cotton Network
sells gin and warehouse bale accounting/management  software and cotton merchant
software designed specifically for these specialized businesses. The combination
of the accounting and marketing  software and the  electronic  marketing  system
provides the cotton  industry with an  integrated  system for moving cotton from
farm to shipper.

         DTN Cotton  Network  serves the Western  Cotton  Belt,  which  includes
Texas,  Oklahoma, New Mexico, Arizona and California from its office in Lubbock,
Texas.  The network  serves its  Eastern  Cotton Belt  customers  in  Louisiana,
Mississippi,  Arkansas,  Tennessee,  Alabama,  Georgia, Florida, South Carolina,
North Carolina and Virginia from its Memphis, Tennessee office.

         Sellers  connect to the Cotton  Network via the Internet to upload bale
ownership information,  down-load cotton bale data and list cotton for broadcast
to prospective  buyers.  Buyers may either receive the broadcast via Internet or
DTN Ku-band satellite,  where the broadcast is passed through a serial port into
personal computers at the buyer locations.

DTNiron

         DTNiron  is  a  cost-effective  communication  resource  for  the  farm
implement,  construction,  truck and trailer dealers which provides an equipment
locator and advertising service for dealers at the wholesale and retail levels.

         A  detailed  implement  listing  remains  on the  DTNiron  system for a
minimum of 30 days,  renewable  at the  dealer's  request.  Subscribers  receive
industry news, financial  information,  economic indicators and information from
the DTN AgDaily service.

         A retail  equipment  listing is  available  on the  service's  web site
(www.DTNiron.com). This allows subscribers to gain additional exposure for their
listings at no additional charge. Internet users can easily locate equipment for
sale by using a drill-down  database  search engine  directing them to DTNiron's
complete web listing.  Dealers can also receive e-mail from potential buyers or,
if they are not e-mail enabled, DTN will call or fax the message to the dealer.

                                       7
<PAGE>



EarthScan Network, Inc.

         EarthScan  Network,   Inc.   (www.earthscan.com)   is  a  newly  formed
joint-venture  company developed through a partnership between DTN and San Diego
based Photon Research  Associates,  Inc. (PRA). This partnership  combines PRA's
expertise  in  the  acquisition,  archiving,  enhancement  and  distribution  of
remotely  sensed images with DTN, the leader in  distribution  of information to
agriculture and agribusinesses.

         EarthScan delivers the most sophisticated satellite images available to
farmers and their  suppliers at an  affordable  cost through the  Internet.  The
remote sensing  service enables the customer to identify and respond faster than
before to problems caused by insects, weather or nutrient deficiencies.  It also
provides  real-time  measurement  and  analytical  capabilities  throughout  the
growing season.

         In  addition  to  agriculture,   EarthScan  Network  sees  new  markets
developing in the future in real estate,  community planning,  mining,  fishing,
forestry and transportation industries.

Weather Services

                                    1999             1998              1997
                                    ----             ----              ----

Revenues (in millions)              $38.5            $25.8             $10.7
Subscribers at year-end             23,400           18,300            13,100


         DTN Weather Services  consists of three major  components,  DTN Weather
Center  Services,  Kavouras,  Inc. and Weather Services  Corporation  (WSC). The
combination of these three DTN companies  creates a leading provider of critical
weather information and meteorological equipment to small businesses,  military,
federal government,  broadcast television, major utilities, Internet portals and
anyone whose business is impacted by weather conditions.

         DTN Weather  Services' future plans includes  expanding its presence in
markets  that rely on DTN  services  for weather  information  by  offering  new
transmission methods, including PC-based products and the Internet. The Internet
provides many  opportunities  for growth such as  advertising  supported  sites,
monthly subscription sites, "pay-per-view" sites, etc.

         DTN Weather Services employs a dedicated weather sales force made up of
nearly 100 sales  professionals for its sales and marketing efforts.  This sales
force is unique to DTN in the  weather  industry  and is a major  reason for the
success of the division.

         Weather   conditions  impact  the  profitability  and  safety  of  many
industries,  and DTN Weather Services is dedicated to becoming the sole solution
for weather  information  needs.  Competition  includes  several  large  private
weather  companies and on a smaller  scale,  television  and the  Internet.  The
competition lacks the timeliness and current local weather  information that DTN
services provide.  DTN Weather Services constantly looks for new and better ways
to provide this critical  information  to its  customers in the  quickest,  most
dependable and cost effective way.

WX.COM

         WX.com  (www.WX.com),  a free  interactive  weather web site,  made its
debut in May of 1999.  WX.com  features TV  quality,  3-D  graphics  and weather
information  including  international  weather,  radar, storm tracking,  current
conditions,  weather  warnings,  and  more.  WX.com  differentiates  from  other
Internet  services in that it provides  viewers  with a dynamic and  interactive
experience including the ability to easily overlay full-motion weather maps with
state and county lines,  highways and other familiar  landmarks to track weather
patterns.  The  technologically  advanced  Triton(tm) RT, which was developed by
Kavouras  Weather  Services in Minneapolis as the world's first fully functional
2-D and 3-D weather graphics system,  powers WX.com. This system provides WX.com
with  state-of-the-art   weather  that  is  both  entertaining  to  viewers  and
meteorologically accurate.

                                       8
<PAGE>

DTN Weather Center

         DTN  Weather  Center  is a  comprehensive  weather  information  system
designed  to meet the  weather  information  needs of many  industries.  Markets
specifically  targeted by DTN Weather Center are golf courses,  turf management,
emergency   management,   state   transportation   departments,   public   works
departments, construction, broadcast and aviation. DTN Weather Center introduced
new products in 1999 designed especially for the aviation and golf industries.

         DTN Weather  Center  provides more than 100  full-color  maps and other
in-depth  weather  information,  from local forecasts and regional radar maps to
national infrared satellite images. The service provides short-range  (immediate
to 48-hour) forecasts, long-range (30-90 day) outlooks and 10-day city forecasts
for more than 550 major cities across the United States. A personal programmable
segment  allows users to customize  maps and the archive  feature  easily stores
maps for future reference.

         DTN Weather  Center  provides the  important  weather  information  and
planning tools to make businesses safer, more profitable and easier to manage.

DTN Aviation Center

         DTN  Aviation  Center  is  a  comprehensive  aviation  weather  package
specially  designed  for pilots,  airports  and Fixed Based  Operators  (FBO's),
supplying them with the extensive flight-plan  information found on many premier
"online"  systems.  This package  includes  U.S. and  regional  depiction  maps,
24-hour  low-level   significant  weather  prognosis,   U.S.  region  winds  and
temperatures   aloft  and  also  METAR  (the   aviation   acronym   for  airport
observations) and TAF (Terminal Aerodome Forecast) information.

         Subscribers use DTN Aviation Center during flight services to visualize
current weather  conditions while creating their flight plans. This service also
aids  in  determining  alternate  route  destinations.  A  new  premium  service
available to Aviation subscribers during 1999 was Flyte Trax, a worldwide flight
tracking system.

         Subscribers  choose  from  the  Level  I  service,   designed  for  the
local/regional  flyers up to 18,000 feet, or the Level II service,  designed for
pilots and airports  flying  nationally up to 45,000 feet.  The Level II service
also provides European flight information.

DTN FlightBrief Online

         In November 1999, DTN purchased  FlightBrief  Online Service,  Inc. The
purchase  included  two  web  sites,   www.weatherconcepts.com   which  provides
real-time  weather  graphics  to  aviation,  marine,  farming  and  construction
subscribers,  and www.flightbrief.com  which provides real-time weather graphics
and interactive flight planning,  weather briefing,  airport databases and other
resources for aviation subscribers.

         In  addition  to  the  web  sites,  DTN  received  approximately  3,300
subscribers.  This purchase allows DTN to target the more than 600,000  aircraft
owners and pilots in the United States.  These sites also offer the  opportunity
for advertisers to reach these niche markets.

DTN Broadcast Weather

         DTN  Broadcast  Weather  is a  weather  and  news  information  service
designed  for the  broadcast  industry.  Along  with  the  comprehensive  local,
regional and national  weather  forecasts and information,  subscribers  receive
National Oceanic and Atmospheric Administration Warnings & Alerts (NOAA).

         Learfield World & National News Summary  provides  hourly  summaries of
international  and national news. The segment  contains 20 pages,  formatted for
about two to three  minutes  of "rip and  read."  Announcers  can  organize  the
material, print it out or read it directly from the DTN screen.

                                       9
<PAGE>

DTNonline

         DTNonline was added to the DTN Weather Center family of services during
1999.   It   provides   the  same   maps,   forecasts   and   warnings   as  the
satellite-delivered  DTN services,  along with NOAA Warnings and Alerts, via the
Internet.  DTNonline allows subscribers to monitor important weather information
at the  office,  on the job site or at home.  Although  subscribers  prefer  the
reliability,  speed and reception of the satellite service, DTNonline allows the
redundancy  of having a satellite  system  along with an Internet  back up. This
allows  for  continuous  access in the event of rain fade at dish  locations  or
Internet delays due to phone line outages, etc.

DTN Contractor Weather

         DTN Contractor  Weather is designed for the  construction  industry and
includes   construction-related   news  and   information.   The  service  gives
subscribers a competitive  advantage by providing  valuable weather  information
necessary for important day-to-day business decisions.

         Job site  weather  management  options  include the DTN  Weather  Alert
Paging System, which provides immediate  notification of severe weather directly
to the user's alpha pager, and DTNonline  (Weather Center's  Internet  service).
NOAA Weather Wire and Severe Weather Maps are included in DTN Contractor Weather
Level II, along with the subscriber's  choice of the Weather Alert Paging System
or DTNonline.

         The service is a practical tool in improving  employee  safety,  saving
labor and  material  costs,  and  providing  effective  scheduling  and staffing
management for the construction industry.

DTN Forestry Center

         DTN  Forestry  Center  provides  critical  forest fire  information  to
subscribers.  Previously,  district  forest  service  offices  relied on a modem
network  assembled  in the late  1960's for crucial  information  on forest fire
locations and fire weather forecasts. With DTN Forestry Center, forecast service
district  managers  quickly  access fire  weather  text  bulletins  along with a
comprehensive set of weather maps.

         Bulletins provided for the forest service are Forest Weather Forecasts,
Red Flag  Warnings,  Fire Danger  Indexes,  Fire Weather  Observations  and Fire
Weather  Notices.  A special  chapter of fire weather maps  provides  additional
information such as Haines Fire Index,  Current and Forecast Relative  Humidity,
Current and Forecast Wind Speed and Direction,  upper air analysis from 5,000 to
10,000 feet,  and moisture index  information  from both the Crop Moisture Index
and Palmer Drought Index.

DTN Marine Center

         DTN Marine Center provides  satellite-delivered weather information for
all areas of the marine industry. The service provides information necessary for
cost-effective,  efficient decision making regarding towing,  shipping,  salvage
and recreation.  It includes Lake and Marine Text Bulletins,  Buoy Reports, Lake
and Marine Maps and Tide Tables, as well as general weather  information and sea
conditions. Sea Surface Temperatures are also available as an optional service.

DTN Transportation Weather

         DTN Transportation  Weather is designed for anyone responsible for road
maintenance and conditions.  Comprehensive local,  regional and national weather
forecasts  and  information  are  available  to  transportation   professionals,
allowing them to make informed decisions regarding the weather.

         Subscribers  have the choice of the DTN Weather  Alert Paging System or
DTNonline  (DTN Weather  Center's  Internet  service).  The Weather Alert Paging
system provides immediate  notification of severe weather directly to the user's
alpha pager. DTNonline enables the subscriber to make management decisions based
on weather at home or away from the office with a PC.

                                       10
<PAGE>

         NOAA Weather Wire and Severe  Weather  Maps,  Travel Cast Maps and Road
Conditions,  and EarthSAT Winter Weather  Information are important  features of
this product.

DTN Travel Center

         DTN Travel Center is an  interactive  hotel guest service  designed for
the  hospitality  and travel  industries.  The service targets hotels and motels
with 50+ rooms and includes NEXRAD  Real-Time Radar Maps,  travel  forecasts and
road conditions,  detailed city and national forecasts, national and world news,
sports and sports  scores.  In  addition,  the  service  provides  business  and
financial news and market quotes and indexes.

         DTN Travel Center provides a comprehensive weather and news information
package for both the business and vacation traveler.

DTN Turf Manager

         DTN Turf Manager is available to businesses and individuals involved in
turf-related operations such as golf courses, lawn maintenance,  landscaping and
sod farms. The service provides the weather and chemical  information needed for
effective  turf  management,  making  the  safest,  most  cost-effective  use of
chemicals, labor and other resources.

         Material  Safety Data Sheets  (MSDS) are  available  with Turf Manager,
along with the C&P Press Turf Product  Index,  an  information  database of more
than 275 turf pesticides. Plant Protection Chemical Product Labels were added to
the  service in 1998.  This  important  segment  provides  full  information  on
chemicals used in turf care and management.

         Thor Guard, the only lightning  prediction system  available,  warns of
lightning  strikes  before they happen and is available as an optional  service.
Evapotranspiration Tables provide regional  evapotranspiration rates to plan for
watering and chemical application.

         Golf information,  such as ESPN Sports Ticker, the National Golf Course
Directory, GCSAA News and USGA News, is provided with DTN Turf Manager.

DTN Pro Shop

         DTN Pro Shop was added to the line of Weather Center  products in 1999.
It contains the weather  information golf course  professionals need, along with
the golf and sports  information  their  customers  enjoy.  Regional radar maps,
current  weather  conditions  and city  forecasts  are  included  in the weather
segment.   Golf  and  sports  information   includes  an  interactive   handicap
calculator, an easy-to-use search and sort database of golf courses in the U.S.,
a golf  products  section and a golf news and sports  segment that  provides the
latest  updates on the major  tours and  up-to-the-minute  coverage of all major
sports.

DTN Weather Safety Center

         DTN  Weather  Safety  Center  provides  weather  information  for those
responsible  for  protecting  lives  and  property  from the  hazards  of severe
weather.  NOAA Weather  Wire,  the most  comprehensive  warning and alert system
available  today, is available with the service,  along with radar and satellite
images, local, regional and national outlooks.

         DTN  Weather  Safety  Center is  invaluable  for  emergency  management
professionals. Safety Center subscribers receive a free DTNonline connection for
remote or  emergency  access to weather  information  in  addition  to their DTN
satellite  system.  This enhanced  option assures  continuous  access to weather
information regardless of conditions that could cause reception problems.

                                       11
<PAGE>



StormSentry PC

         A new product to DTN Weather  Center in 1999 is DTN  StormSentry  PC, a
weather  information  service designed to provide real-time,  single-site NEXRAD
access on a PC. DTN  StormSentry is the ultimate in storm  tracking  technology.
Subscribers  can access the storm tracking  system at an affordable  cost, in an
easy-to-use format. The ease of navigation and the multiple "windows" capability
allows subscribers to simultaneously monitor critical weather conditions, severe
weather,  satellite maps and lightning  conditions.  Users can zoom to the exact
location, as small as a one county area, for in-depth viewing of storm cells.

         StormSentry  takes the guesswork out of severe weather  forecasting and
allows subscribers to be proactive in responding to severe weather.

DTN Kavouras Weather Services

         DTN Kavouras  Weather Services is a total weather  solutions  resource,
providing a full spectrum of advanced  meteorological  information  products and
services  for  weather-dependent  applications  in  industries  and  governments
worldwide. The Minneapolis-based subsidiary of DTN produces real-time PC weather
workstations, comprehensive meteorological training, and a massive international
weather  database.  DTN Kavouras and its 140 employees  offer an expertise level
unmatched in the industry.

         Weather Services Corporation (WSC), based in Lexington,  Massachusetts,
is one of the  largest  sources  for  meteorological  consulting  and  worldwide
commercial  weather  information.  WSC provides  name  awareness for DTN Weather
Services through valuable contracts with high profile customers  including Metro
Networks, TVA (Tennessee Valley Authority) and numerous utilities, broadcasters,
agribusinesses and municipalities.

Triton RT

         Triton  RT is a  real-time  3-D  and  2-D  weather  and  news  graphics
animation  system  focused  on, but not  limited  to, the  broadcast  television
market.  This product uses  weather data to create an  informative  and exciting
weather show.

MetWork FileServer

         MetWork  FileServer  is a  robust  and  dynamic  network  solution  for
real-time dissemination of meteorological information based on the versatile and
efficient NT format,  supporting standard Internet  communications  protocol and
various network configurations.

Storm Pro

         Storm Pro is a workstation  that integrates  real-time  Doppler weather
radar with a geographic  information  data system to create an accurate  display
with  broadcast-quality  appearance.  The  display can be  individualized  for a
unique and defining look important in the television market.

StormWatch

         StormWatch is customizable software that monitors either a weather wire
or a DTN Kavouras MetWork Fileserver to generate color-coded maps and/or a crawl
message for important watch, warning or advisory weather situations.  StormWatch
also allows a television  station to edit and prioritize  information  for their
viewing areas.

SchoolWatch

         SchoolWatch  is  customizable  software  for the  Triton RT that  helps
television stations easily update,  prioritize and display late-start and school
closing information.  This software can also be configured to update information
on a station's web site.

                                       12
<PAGE>

         Data and Customizable  Forecasting  Services  provides a broad range of
standard data for a variety of markets. In addition, DTN Kavouras staff provides
24-hour,  365 days a year coverage for tailor-made  forecasts to meet customers'
special needs.

Kavouras MetVision

         New in 1999,  the Kavouras  MetVision  service  represents  the highest
resolution  weather  forecast  data  in  the  broadcast   television   industry.
MetVision,  based on a proprietary  numerical weather prediction model developed
by the  Harris  Corporation,  produces  forecasts  of the  future  state  of the
atmosphere in four dimensions. The Kavouras Triton RT workstation transforms the
MetVision data into visualizations of the forecast  information for analysis and
spectacular  on-air displays.  MetVision helps a meteorologist  prepare a better
weather  forecast  and also helps to  graphically  explain  the  forecast to the
average TV viewer. MetVision is an optional Kavouras data product.

Kavouras/RT-SET WxStudio

         Also  new in  1999  is  Kavouras/RT-SET  WxStudio  which  combines  the
Kavouras TritonRT weather workstation with RT-SET's cost-effective,  entry level
Ibis(TM) Virtual Studio System. WxStudio represents the integration of these two
complementing  technologies  and offers the broadcast  television the ability to
make one purchase to deliver virtual studio effects with news,  weather,  sports
and  entertainment  programming from the same integrated  system. In addition to
free-form 3D weather  graphics,  the WxStudio  Virtual Studio System supports an
unlimited number of cameras,  foreground and background images and obstructions,
and instant switching between backgrounds.

Financial Services

                                    1999             1998              1997
                                    ----             ----              ----

Revenues (in millions)              $19.4            $13.4             $10.3
Subscribers at year-end             21,900           15,800            12,900


         DTN Financial Services' core business continues to focus on serving the
exploding number of individual  investors as well as members of the professional
financial industry.  This is accomplished by offering an array of time-sensitive
yet  affordable  information  services,  plus a suite of  business  applications
designed for the  financial  professional.  This strategy is critical due to the
highly competitive nature of the industry.

         DTN Financial  Services  brings together a broad selection of financial
information and has capitalized on the explosive  growth in online  investing by
offering well-conceived and attractively priced Internet services. DTN Financial
Services  continues to integrate  information  from a variety of sources such as
Bridge,  Liberty  Brokerage  and Market News  Service,  UPI, New York Times,  PR
Newswire,  Business Wire,  Futures World News, Dow Jones,  Associated  Press and
others. In the past year, the services began to transition from information only
to services with information and transactional capabilities.

         A la carte, optional services offer subscribers an even greater variety
of  financial  data,  including  stock  selection  and timing  advice,  earnings
estimates,  fundamental  stock  market  data,  U.S.  Treasury  quotes  and other
financial  market-related  services.  These  combinations  allow each service to
maintain a competitive advantage in the market.

         Subscribers   include  individual   investors,   independent   brokers,
financial  advisors and financial  institutions.  With  competition  coming from
sources such as commodity news services, diversified media companies and smaller
niche providers, DTN Financial Services continues to differentiate itself in the
industry by offering new services at competitive prices.

                                       13
<PAGE>



Individual Investors

         With the  growing  number of  online  investors  estimated  to reach 15
million by the end of 2000, DTN Financial Services has strategically  positioned
its two leading, streaming  Internet-delivered  services, DTN.IQ and InterQuote,
to continue to capture  market share among this group.  Aiding this endeavor was
the  incorporation  of  direct  access  to  online  trading  into  both of these
services.

DTN.IQ

         Since its inception in May 1998,  DTN.IQ  (www.DTNIQ.com)  has steadily
outperformed company expectations, and operating results for fiscal 1999 confirm
this trend. A  contributing  factor to the increase in sales during 1999 was the
June integration of direct online trading capabilities.  Through our established
relationships  with several  online  brokerage  firms,  DTN.IQ  subscribers  can
execute  trading  decisions  directly  from  their  quote  screens  in  seconds.
Utilizing  non-browser-based  software,  traders  can place  orders and  receive
return confirmations of their transactions in real-time.

         A vital  consequence  of  trading  integration  is the  ability  of DTN
Financial  Services  to  generate  revenue  from  customers'  trading  activity.
Transactions  by both  DTN.IQ and  InterQuote  customers  became a source of new
revenue during the fourth quarter of 1999.

         In  addition,   the  streaming  real-time  quotes,  news  and  charting
capabilities  provided by DTN.IQ  offers  functionality  critical to  individual
investors and traders using the Internet.

InterQuote

         In May 1999,  DTN  Financial  Services  completed  the  acquisition  of
Paragon  Software,  Inc. in Milwaukee,  Wisconsin.  Paragon's  flagship product,
InterQuote  (www.interquote.com),  delivers  real-time or delayed market data to
individual  investors  via the Internet  and was one of the first such  services
ever offered.  With the acquisition of Paragon,  DTN Financial Services obtained
3,800 subscribers and the ability to round out its offerings for both casual and
extremely active investors.

         InterQuote's unique front-end  application appeals to investors needing
cost  effective,  a la carte  features.  An affordable  yet robust basic service
includes  streaming  quotes  on  stocks,  futures  and  options,   intraday  and
historical  charts,   pager  quotes  and  alerts,  and  an  extensive  array  of
fundamental data.  Subscribers may further enhance the service by adding premium
services  such as Nasdaq Level II pricing,  Dow Jones  Business  News, AP Online
News and custom market scanning tools.  Additional  premium services are planned
for inclusion in 2000.

Other Financial Services

         Other financial  information  services  available to the individual and
professional investor are DTN Real-Time,  DTN SPECTRUM and DTN Wall Street. Each
of these services may be delivered by customer  preference via satellite,  cable
television's VBI (vertical blanking interval) or designated phone line.

         These  services  provide  real-time  or delayed  stock and stock option
quotes,  news and commentary as well as other  time-sensitive  financial  market
data.  All of the  services  include  information  integrated  from a variety of
sources  including  DTN's  commodity  ticker plant,  Bridge,  Standard & Poor's,
Liberty  Brokerage and over 40 newswires  including  Dow Jones and AP.  Optional
services from some of the world's leading  investment service providers are also
available and may be delivered on most platforms.

Financial Professionals

         For   financial   professionals,   the   focus   in  1999   turned   to
Internet-delivered services. In September 1999, National Datamax, Inc., a wholly
owned subsidiary of DTN, introduced an extranet service for Broker/Dealers.


                                       14
<PAGE>



Rep Center

         The web-based service, RepCenter (www.repcenter.com),  is customized to
resemble the Broker/Dealer's  public web site and gives  representatives  secure
access to commission  reports,  sales  letters,  business  forms and home office
announcements from anywhere.  The service also provides a portal page of quotes,
news and charts.  RepCenter increases National Datamax's presence with financial
professionals  and makes it easy for them to launch National  Datamax's  contact
management, fund analysis or portfolio management software from RepCenter's main
page or purchase products online.

         National  Datamax also  introduced  upgrades to all of its  fundamental
products and expanded the data delivery capabilities for the Mutual Fund, Stock,
Industry and Variable Annuity analysis programs.

         With the  addition of  RepCenter,  National  Datamax has  expanded  its
offerings for financial  professionals by providing a complete business solution
encompassing  prospecting,  client management,  asset management,  reporting and
business management.

Enterprises

         Financial Window Network (FinWin),  a new service introduced in October
1999,  dramatically  broadened the market for DTN Financial  Services to include
any enterprise desiring to enrich their web site with popular financial content.

Financial Window Network or FinWin

         Leveraging  existing  content  and  technology,  in  October  1999  DTN
Financial  Services  launched FinWin  (www.finwin.com),  a financial portal site
that may be customized  for public or private web sites.  FinWin builds  traffic
instantly to site by the addition of market quotes,  news,  interactive  charts,
list of most actives, major indices and custom watchlists and portfolios. FinWin
may be added to a site for free (DTN  retains  advertising  space) or by monthly
subscription without advertising.

         With FinWin,  DTN  Financial  Services  gains from two solid  operating
factors,  the  opportunity  to  extend  product  sales  beyond  the  traditional
financial market and the creation of a viable advertising-based  revenue stream.
A survey of current customers attests to this first phenomenon. FinWin customers
come from a wide range of industries including Internet service providers, local
and  regional  news   organizations,   search   engines,   web  development  and
metropolitan  community  sites, in addition to conventional  financial  services
businesses.

         The establishment of an advertising-based service enables DTN Financial
Services to fully compete in this  prevailing  Internet  business  model,  while
FinWin  customers   receive  the  full  advantage  of  edited  content  from  an
established financial expert.

         Despite a year end release,  FinWin  established  a strong sales record
for the final quarter of 1999 and is beginning to  contribute to operating  cash
flow.

Energy Services

                                    1999             1998              1997
                                    ----             ----              ----

Revenues (in millions)              $18.7            $16.1             $14.3
Subscribers at year-end             8,700            8,400             8,400

         Energy related services include DTNergy for the refined fuels,  natural
gas industries and electric industries. DTNergy provides pricing information and
communication services for the refined fuels industry.  This service consists of
several pages of delayed  energy  futures and options  quotes plus selected news
and financial information.

                                       15
<PAGE>

         DTNergy is designed to connect refiners (producers of refined fuels) to
wholesalers  (distributors  of refined  fuels).  The refiner  sends refined fuel
prices to  wholesalers  authorized to receive this  information.  The refiner is
also   capable  of  sending   terminal   alerts,   electronic   funds   transfer
notifications, invoices, and other communications to the wholesaler. The DTNergy
system  carries  more  than two  million  messages  a month  for this  industry.
Subscribers  can also  select  from a variety  of  optional  services  providing
additional prices or news related to the petroleum industry.

         The  strength of the  DTNergy  Refined  Fuel  service is the ability to
deliver,  within  seconds,  accurate  refiner  terminal  prices and other  vital
communications  to the  wholesalers.  This service is more reliable,  timely and
less  expensive  than  the  competition,   which  utilize  telephone   delivered
printer-only systems and FAX services.

         DTNergy generates revenue from two primary sources,  the wholesaler and
the refiner.  Wholesalers  currently pay a month subscription fee while refiners
pay fees based on the number and length of communications sent to wholesalers.

         Refiners use DTNergy  communications  to link to their wholesalers with
the  implementation  in 1997 of EDI (Electronic Data Interchange) fuel invoices.
EDI/VAN  (Value  Added  Network)  services  help  automate  customers'  business
processes by converting  refiner text invoices into an industry standard format.
Once these  invoices are in a standard  format,  the invoice data is transferred
into a customer's accounting system from the ACE unit.

         DTNergy also  provides an  information  service for the natural gas and
electric industries. Subscribers receive instant or delayed NYMEX energy futures
and options quotes, a comprehensive  weather package and industry  specific news
and market  information.  This service targets energy  producers and generators,
transporters, marketers, utilities and larger energy consumers.

         DTNergy  enjoys  a  strong  position  within  the  energy  marketplace.
Although  there are  technologies  available to petroleum  suppliers  that would
allow these suppliers to communicate directly with their petroleum  wholesalers,
the suppliers have been  unsuccessful in implementing  technologies  such as the
Internet  to  displace  DTNergy.   The  main  reason  for  DTNergy's   continued
proliferation  within the petroleum industry is that most petroleum  wholesalers
purchase  petroleum  products  from more than one  supplier.  DTNergy's  ability
aggregate   supplier  data,  create  standardize  data  formats  for  electronic
processing of supplier data and provide one-stop  customer service for petroleum
wholesalers has added value that no one supplier can offer on there own.

OTHER SERVICES

DTNauto

         DTNauto is an information and  communication  service for professionals
involved in the automotive, finance and insurance industries. The service offers
precision,  time  sensitive  information  for analyzing new and used  automotive
vehicle values.

         In 1999, DTNauto began development of its web site (www.DTNauto.com) to
provide automotive and related industries with time sensitive  wholesale pricing
and market analysis,  portability and enhanced  functionality  via the Internet.
Subscriptions  to  DTNauto.com  will be  available in the first half of 2000 and
will be competitively priced.

DTN Joint Venture Services

         DTN joined forces with several companies to market their services using
DTN technology.  These services are DAT Transportation  Terminal,  TracElectric,
DTN InfoLink and DTN Missing Children Information Center (MCIC).

                                       16
<PAGE>



DTN InfoLink

         DTN  InfoLink  provides  real-time  news,  weather,  sports  and market
information to the grocery and transportation  industries.  With the addition of
the latest card reader terminals and printing  technologies,  unique  promotions
and product offerings can be delivered to public use kiosks.  These kiosks allow
interactive  coupon  redemption,  printing of recipes,  and the  opportunity  to
integrate customer loyalty and frequent user programs.

DAT

         The DAT  (Dial-A-Truck)  Transportation  Terminal  service,  located in
Beaverton, OR, is an information communication system for the trucking industry.
The service provides load and truck matching  performed on a database of 100,000
listings updated daily.

         DAT allows  subscribers  to input their  listings into the DTN receiver
and send this  information to a database using the internal  modem.  The service
provides  subscribers with the ability to perform  extensive  searches to locate
loads and trucks and to set alarms alerting users of a match.

         The service also provides regional radar weather maps of major highways
and  interstate  systems,  transportation  news,  diesel  fuel  prices and other
financial information related to the trucking industry.

         DAT targets all freight  brokers  and  carriers  throughout  the United
States, Canada and Mexico.

TracElectric

         TracElectric  is  an  equipment  locator  service  for  the  electrical
equipment industry. This service provides over 100 pages of new, remanufactured,
surplus and used electrical equipment listings.  The service connects buyers and
sellers throughout the United States and Canada.

Missing Children Information Program

         DTN  Missing  Children   Information  Center  (MCIC)  provides  instant
transmission of data regarding children in danger to local,  regional,  national
and Canadian  outlets.  In an effort to assist parents,  police and the National
Center for Missing and Exploited  Children  (NCMEC) in locating missing children
and the criminals involved,  photos and information regarding these children are
posted as a public service on all DTN color systems.

         As a result of the close working  relationship  with NCMEC,  a national
kiosk  program  has been  developed.  Sponsors  for the kiosk  program are being
identified  and kiosks are being placed in shopping  malls,  airports,  schools,
hospitals, government buildings and other high-pedestrian traffic areas.

                                       17
<PAGE>



Employee Data

         At  December  31, 1999 the  Company  had  approximately  1,100 full and
part-time employees.

         (d)  Financial Information about Foreign and Domestic Operations and
              Export Sales:

              Not applicable

ITEM 2.  PROPERTIES.

         The Company leases its executive and  administrative  offices in Omaha,
Nebraska.  Approximately 108,000 square feet of office space is leased for these
offices for periods up through May 2010. The Company also occupies approximately
19,000  square feet of office  space  located in  Urbandale,  Iowa,  through the
Broadcast Partners  acquisition.  As part of the acquisition of Kavouras,  Inc.,
the Company  acquired a building in  Burnsville,  Minnesota  with  approximately
52,000  square feet which is Kavouras'  headquarters.  The Houston  Company also
leases  office  space  in  Lubbock,  Texas;  Memphis,   Tennessee;   San  Diego,
California;  Milwaukee,  Wisconsin;  Red Bank, New Jersey;  Houston,  Texas; and
Lexington, Massachusetts for business operations related to acquisitions.

         In  addition,  the Company  leases three  distribution  centers for the
purpose  of  storing  and  distributing  the  electronic   equipment  needed  by
subscribers to receive the company's  services.  The main distribution center is
located in Omaha,  Nebraska and occupies  approximately  28,000 square feet. The
Company  also  serves  its  Canadian   subscribers  with  a  2,500  square  foot
distribution  center located in Winnipeg,  Manitoba.  Approximately 7,000 square
feet, located in Urbandale, Iowa, was added to the Company's distribution center
by way of the 1996 acquisition. The leases related to these distribution centers
are for various periods up through December, 2003.

         The  information  set forth in  Footnote  14 "Leases" on page 54 of the
Company's  1999  Annual  Report  to  Shareholders  is  incorporated   herein  by
reference.

ITEM 3.  LEGAL PROCEEDINGS.

         The  Company  is not a  party  to nor is its  property  subject  to any
material  pending  legal  proceedings,  other than ordinary  routine  litigation
incidental to its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No  matter  was  submitted  to a vote of the  security  holders  of the
Company during the fourth quarter of the fiscal year ended December 31, 1999.

                                       18
<PAGE>



                      EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  on the  current  executive  officers  of the company is as
follows:

<TABLE>
<CAPTION>
                                                                                    Year Joined
          Name                        Title                              Age        the Company
--------------------------------------------------------------------------------------------------
<S>                       <C>                                            <C>            <C>
Greg T. Sloma             President and Chief                            48             1993
                          Operating Officer

Brian L. Larson           Senior Vice President, Chief                   39             1993
                          Financial Officer and Secretary

James J. Marquiss         Senior Vice President, Director                55             1986
                          of Business Research and Product
                          Development

Roger W. Wallace          Senior Vice President and                      43             1984
                          President, Ag Services Division

Charles R. Wood           Senior Vice President and                      59             1989
                          President, Financial Services Division

William R. Davison        Vice President and                             45             1989
                          President, Ag Services

Scott A. Fleck            Vice President and                             32             1991
                          Director of Engineering

Daniel A. Petersen        Corporate Controller and Treasurer             34             1990

Joseph Urzendowski        Vice President, Operations                     36             1992

</TABLE>

         The executive officers serve annual terms, and are elected by the board
of directors at their annual board of directors meeting in April of each year.

                                       19
<PAGE>



                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  STOCK  AND  RELATED  STOCKHOLDER
         MATTERS.

         Information  concerning the market for the Company's  common stock, the
number of stockholders of record and the Company's  dividend history is on pages
57  and  59  of  the  Company's  1999  Annual  Report  to  Shareholders  and  is
incorporated herein by reference.

         The company's most  restrictive  loan covenant  restricts cash dividend
payments to 25% of net income after taxes in the previous four quarters.

ITEM  6. SELECTED FINANCIAL DATA.

         Selected  financial data for the Company is on page 32 of the company's
1999 Annual Report to Shareholders and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

         Management's discussion and analysis of financial condition and results
of operations  is on pages 33 through 42 of the Company's  1999 Annual Report to
Shareholders and is incorporated herein by reference.

Certain Factors That May Affect Future Results

         From time to time, information provided by the Company, statements made
by its employees or information  included in its filings with the Securities and
Exchange  Commission  (including  this Form 10-K and documents  incorporated  by
reference)  may contain  statements  which are not historical  facts,  so-called
"forward-looking statements". These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company's  actual future results may differ  significantly  from those
stated in any forward-looking  statements.  Forward-looking statements involve a
number of risk and uncertainties, including, but not limited to, product demand,
pricing,  market  acceptance,   inflation,   risks  in  product  and  technology
development,  product competition,  acquisitions,  key personnel, and other risk
factors  detailed in this Annual Report on Form 10-K and in the Company's  other
Securities and Exchange Commission filings.

ITEM  7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Information concerning  quantitative and qualitative  disclosures about
market risk is on page 36 of the Company's  1999 Annual  Report to  Shareholders
and is incorporated herein by reference.

ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial statements of the Company,  together with the Independent
Auditors' Report, are on pages 43 through 56 of the Company's 1999 Annual Report
to Shareholders and are incorporated herein by reference.

         Supplementary  quarterly  financial  information  is on  page 57 of the
Company's  1999 Annual  Report to  Shareholders  and is  incorporated  herein by
reference.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

         None

                                       20
<PAGE>

                                    PART III

         The information  required by this Part III is incorporated by reference
from the registrant's  definitive proxy statement for the 2000 annual meeting of
the registrant's  stockholders  scheduled for April 26, 2000, which involves the
election of directors.  The  definitive  proxy  statement will be filed with the
Securities and Exchange  Commission not later than 120 days after the end of the
year covered by this Form 10-K.


                                     PART IV

ITEM  14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(A)      1.    Financial Statements:

         The Registrant's  financial  statements,  together with the Independent
Auditors' Report, are incorporated herein by reference to the 1999 Annual Report
to Shareholders,  pages 43 through 56. With the exception of the  aforementioned
information and the information  incorporated by reference into Items 2,5,6,7,7A
and 8 of this  report,  the  Annual  Report to  Shareholders  for the year ended
December  31,  1999,  is not to be deemed  filed as a part of this  report.  The
supplemental  financial  information  listed below should be read in conjunction
with the financial  statements in the Annual Report to Shareholders for the year
ended December 31, 1999.

         2.    Financial Statement Schedule:                             Page
                                                                         ----

               Auditors' Report on Financial Statement Schedule           29

               Schedule
                Number                    Description of Schedule
                  II                 Valuation and Qualifying Accounts    30

         All other  schedules are omitted because they are not applicable or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

(B)      Reports on Form 8-K:

         1.    The  Registrant  filed a report on Form 8-K dated  March 12, 1999
               related to the amendment of its shareholder  rights plan to allow
               for  the  purchase  of up to 15% of the  Company's  common  stock
               before the rights under the plan became exercisable.

         2.    The  Registrant  filed a report on Form 8-K dated  March 24, 1999
               related to the  resignation  of Roger R.  Brodersen of all of his
               positions  as  an  officer  and  director  of  the  Company,  the
               resignation  of Scott A.  Fleck,  Richard R.  Jaros,  J.  Michael
               Parks, and Jay E. Ricks as directors of the Company, the election
               of Jay H.  Golding,  Anthony S. Jacobs and Joseph F.  Mazzella as
               directors  of the  Company,  the  amendment  of the Bylaws of the
               Company  to reduce  from 9 to 7 the  number of  directors  of the
               Company,  and to amend the shareholder rights plan to provide for
               such rights to expire on March 24, 1999,  therefore  causing such
               rights to become unexercisable.

         3.    The  Registrant  filed a report on Form 8-K dated  March 10, 2000
               related to the  definitive  agreement  between  the  Company  and
               Veronis,  Suhler &  Associates  Communications  Partners  III, LP
               (VS&A III)  whereby  VS&A III will make a tender  offer to all of
               the Company's shareholders at a price of $29.00 per share.

                                       21
<PAGE>

         No reports on Form 8-K were filed by the  Registrant  during the fourth
quarter of the year ended December 31, 1999.

(C)      Exhibits:

         (3)   (a)       Certificate of Incorporation of Registrant.

               (b)       By-Laws of Registrant.
         (These documents are filed as exhibits to the Registrant's Registration
         Statement on Form S-1 as filed December 4, 1987.)

         (4)   (a)       Specimen certificate  representing shares of Common
                         Stock, $.001 par value, of Registrant.
        (This document is filed as an exhibit to the Registrant's  Registration
         Statement on Form S-1 as filed  November 4,
         1988.)

               (b)       Certificate of Incorporation of Registrant.
         (This document is filed as an exhibit to the Registrant's  Registration
         Statement on Form S-1 as filed December 4, 1987.)

         (10)  (a)       Registrant's Stock Option Plan of 1989.
         (This  document  is included  as an exhibit to the  Registrant's  Proxy
         Statement  for the  Annual  Meeting of  Shareholders  held on April 26,
         1989.)

               (b)       Registrant's Non-employee Directors Stock Option Plan.
         (This  document  is included  as an exhibit to the  Registrant's  Proxy
         Statement  for the  Annual  Meeting of  Shareholders  held on April 26,
         1989.)

               (c)       Form   of   indemnification   agreement   between   the
                         Registrant  and  the  Officers  and  Directors  of  the
                         Registrant.
         (This document is filed as an exhibit to the Registrant's  Registration
         Statement on Form S-1 as filed May 22, 1989.)

               (d)       First Amendment to  Registrant's  Employee Stock Option
                         Plan of 1989.

               (e)       First Amendment to Registrant's  Non-employee Directors
                         Stock Option Plan.
         (These  documents  are included as exhibits to the  Registrant's  Proxy
         Statement  for the  Annual  Meeting of  Stockholders  held on April 25,
         1990.)

               (f)       Second Amendment to Registrant's  Employee Stock Option
                         Plan of 1989.

               (g)       Second Amendment to Registrant's Non-employee Directors
                         Stock Option.
         (These  documents  are included as exhibits to the  Registrant's  Proxy
         Statement  for the  Annual  Meeting of  Stockholders  held on April 24,
         1991.)

               (h)       Third  Amendment to  Registrant's  Stock Option Plan of
                         1989.

               (i)       Third Amendment to Registrant's  Non-Employee Directors
                         Stock Option.

               (j)       Fourth Amendment to Employee Stock Option Plan of 1989.

               (k)       Fourth Amendment to Non-Employee Directors Stock Option
                         Plan.
         (These  documents  are included as exhibits to the  Registrant's  Proxy
         Statement for the Annual Meeting of  Stockholders  to be held April 27,
         1994).

               (l)       Restated  and  amended  Non-Employee   Directors  Stock
                         Option Plan.
                                       22
<PAGE>

         (This  document  is included  as an exhibit to the  Registrant's  Proxy
         Statement for the annual meeting of  stockholders  to be held April 26,
         1995).

               (m)       Senior  Subordinated  Note dated June 30, 1994  between
                         the Registrant and Equitable Capital Private Income and
                         Equity Partnership II, L.P.
         (This  document is included  as an exhibit to the  Registrant's  Annual
         Report on Form 10-K as filed March 28, 1995).

               (n)       Lease   agreement   dated  May  2,  1995   between  the
                         Registrant  and The  Prudential  Insurance  Company  of
                         America.

               (o)       First  Amendment to lease  agreement  dated May 2, 1995
                         between the  Registrant  and The  Prudential  Insurance
                         Company of America.

               (p)       Purchase  and  service  agreement  dated July 13,  1995
                         between the Registrant and Knight-Ridder Financial.

               (q)       Senior   Subordinated   Notes  and   Warrant   Purchase
                         Agreement  dated June 30, 1994 between  Registrant  and
                         Equitable Capital Private Income and Equity Partnership
                         II, L.P.

               (r)       First  Amendment  to  Senior   Subordinated  Notes  and
                         Warrant Purchase  Agreement dated June 30, 1994 between
                         Registrant  and Equitable  Capital  Private  Income and
                         Equity Partnership II, L.P.

         (These  documents are included as exhibits to the  Registrant's  Annual
         Report on Form 10-K as filed March 22, 1997).

               (s)       Independent   Sales   Representative   Agreement  dated
                         September 1, 1997, between  Registrant,  Huston,  Inc.,
                         and Phil Huston.

               (t)       Second  Amendment to the lease  agreement  dated May 2,
                         1995,   between  the   Registrant  and  The  Prudential
                         Insurance Company of America.

               (u)       Third  Amendment  to the lease  agreement  dated May 2,
                         1995,   between  the   Registrant  and  The  Prudential
                         Insurance Company of America.

               (v)       Fourth  Amendment to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (w)       Second Amendment to the Senior  Subordinated  Notes and
                         Warrant Purchase Agreement dated June 30, 1994, between
                         the Registrant and Equitable Capital Private Income and
                         Equity Partnership II, L.P.

         (These  documents are included as exhibits to the  Registrant's  Annual
         Report on Form 10-K as filed March 27, 1997).

               (x)       Fifth Amendment to Employee Stock Option Plan of 1989.
         (This  document  is included  as an exhibit to the  Registrant's  Proxy
         Statement for the Annual  Meeting of  Stockholders  to be held on April
         23, 1997).

               (y)       Purchase and Sale of Assets  Agreement dated January 2,
                         1997,   between  the  Registrant,   and  Northern  Data
                         Communications and Market Quoters, Inc.

               (z)       Purchase and Service  Agreement dated October 24, 1997,
                         between the Registrant and the Arkansas Farm Bureau.

                                       23
<PAGE>

               (aa)      Purchase and Restrictive Covenant Agreement dated March
                         14,   1997,   between   the   Registrant   and   Market
                         Communications Group, LLC.

               (ab)      Asset Purchase  Agreement  dated July 1, 1997,  between
                         the Registrant and Cotton Communications Network, Inc.

               (ac)      Fifth  Amendment  to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (ad)      Sixth  Amendment  to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (ae)      Seventh  Amendment to the lease  agreement dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (af)      Eighth  Amendment to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (ag)      Ninth  Amendment  to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (ah)      Tenth  Amendment  to the lease  agreement  dated May 2,
                         1995,   between  the  Registrant  and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (ai)      1997  Revolving  Credit  Agreement  dated  February 26,
                         1997, between the Registrant and a group of banks.

               (aj)      First Amendment to the 1997 Revolving  Credit Agreement
                         dated  February 26, 1997,  between the Registrant and a
                         group of banks.

               (ak)      Second Amendment to the 1997 Revolving Credit Agreement
                         dated  February 26, 1997,  between the Registrant and a
                         group of banks.

               (al)      1997 Term  Credit  Agreement  dated  February  26, 1997
                         between the Registrant and a group of banks.

               (am)      1997 Security Agreement dated February 26, 1997 between
                         the Registrant and a group of banks.

               (an)      Sixth Amendment to Non-Employee  Directors Stock Option
                         Plan.

               (ao)      Seventh  Amendment  to  Non-Employee   Directors  Stock
                         Option Plan.
         (These  documents are included as exhibits to the  Registrant's  Annual
         Report on Form 10-K as filed March 30, 1998).

               (ap)      Asset Purchase Agreement dated February 5, 1998 between
                         the Registrant and Market Information of Colorado, Inc.

               (aq)      Asset  Purchase  Agreement  dated March 3, 1998 between
                         the Registrant, CDS Group, Inc. and Tim Huggins.

               (ar)       Stock Acquisition Agreement dated March 30, 1998 among
                          the Registrant, Stephen P. Kavouras and the Stephen P.
                          Kavouras   Revocable   Trust  under   agreement  dated
                          September 13, 1995 and the  Irrevocable  GST Trust for
                          Stephen P.  Kavouras  under  agreement  dated July 29,
                          1997.

                                       24
<PAGE>

               (as)       Stock  Purchase  Agreement  dated March 30, 1998 among
                          the Registrant, Stephen P. Kavouras and the Stephen P.
                          Kavouras   Revocable   Trust  under   agreement  dated
                          September 13, 1995 and the  Irrevocable  GST Trust for
                          Stephen P.  Kavouras  under  agreement  dated July 29,
                          1997.

               (at)      License Agreement dated April 6, 1998 between Kavouras,
                         Inc. and Earthwatch Communications, Inc.

               (au)      Option Agreement dated April 6, 1998 between  Kavouras,
                         Inc. and Earthwatch Communications, Inc.

               (av)      Asset Purchase  Agreement  dated April 23, 1998 between
                         the Registrant and SmartServ Online.

               (aw)      Stock Purchase Agreement dated May 27, 1998 between the
                         Registrant and Donald W. Bowles,  Excel  Interfinancial
                         Corporation, Charter Financial Holdings, LLC, Steven L.
                         Reynolds, and Douglas Vanderbilt.

               (ax)      Purchase  Agreement  dated October 14, 1998 between the
                         Registrant, Asset Growth Corporation, Marcia C. Kennedy
                         and Scott L. Brown.

               (ay)       Agreement  and Plan of Merger dated  November 12, 1998
                          between the Registrant,  Weather Services  Corporation
                          and ABRY Broadcast Partners II, L.P.

               (az)       Issue of Common Stock Purchase  Warrant dated December
                          11,  1998  to  Peter  R.  Leavitt,   pursuant  to  the
                          Agreement  and Plan of Merger dated as of November 12,
                          1998  between the  Registrant,  Merger Sub,  WSC,  and
                          ABRY.

               (ba)       Issue of Common Stock Purchase  Warrant dated December
                          11, 1998 to ABRY Broadcast Partners II, LP pursuant to
                          the  Agreement and Plan of Merger dated as of November
                          12, 1998 between the Registrant,  Merger Sub, WSC, and
                          ABRY.

               (bb)      Amendment  dated  January  12,  1999 to Stock  Purchase
                         Agreement dated May 27, 1998 between the Registrant and
                         Donald W.  Bowles,  Excel  Interfinancial  Corporation,
                         Charter  Financial  Holdings,  LLC, Steven L. Reynolds,
                         and Douglas Vanderbilt.

               (bc)       Letter  of  Intent  dated  January  26,  1999 to merge
                          wholly  owned   subsidiary  of  the  Registrant   with
                          SmartServ Online, Inc.

               (bd)       Consent to Prepayment of Subordinated Debt dated March
                          16, 1998 between Registrant and a group of banks.

               (be)       Third Amendment to the 1997 Revolving Credit Agreement
                          dated  February 26, 1997 between the  Registrant and a
                          group of banks.

               (bf)       Fourth   Amendment  to  the  1997   Revolving   Credit
                          Agreement   dated   February   26,  1997  between  the
                          Registrant and a group of banks.

               (bg)       Fifth Amendment to the 1997 Revolving Credit Agreement
                          dated  February 26, 1997 between the  Registrant and a
                          group of banks.

                                       25
<PAGE>

               (bh)       First  Amendment  to the 1997  Term  Credit  Agreement
                          dated February,  26, 1997 between the Registrant and a
                          group of banks.

               (bi)       Second  Amendment  to the 1997 Term  Credit  Agreement
                          dated  February 26, 1997 between the  Registrant and a
                          group of banks.

               (bj)       First  Amendment to the 1997 Security  Agreement dated
                          February 26, 1997 between the  Registrant  and a group
                          of banks.

               (bk)       1998 Revolving Credit Agreement dated December 7, 1998
                          between the Registrant and a group of banks.

               (bl)       First Amendment to the 1998 Revolving Credit Agreement
                          dated  December 7, 1998 between the  Registrant  and a
                          group of banks.

               (bm)       1998 Term  Credit  Agreement  dated  December  7, 1998
                          between the Registrant and a group of banks.

               (bn)      1998 Security  Agreement dated December 7, 1998 between
                         the Registrant and a group of banks.

               (bo)      Subsidiary   Security  Agreement  dated  June  1,  1998
                         between National Datamax, Inc. and a group of banks.

               (bp)      Subsidiary   Security  Agreement  dated  July  1,  1998
                         between Kavouras, Inc. and a group of banks.
         (These  documents are included as exhibits to the  Registrant's  Annual
         Report on Form 10-K as filed March 23, 1999).

               (bq)      Purchase  Agreement  dated January 14, 1999 between the
                         Registrant,   Waterman  Associates,   Inc.,  Thomas  L.
                         Waterman and Louise Waterman

               (br)      Stock Purchase  Agreement  dated March 17, 1999 between
                         the  Registrant,  Asset Growth  Corporation,  Marcia C.
                         Kennedy and Scott L. Brown.

               (bs)       Amendment  to  License  Agreement  dated  May 1,  1999
                          between Registrant and SmartServ Online, Inc.

               (bt)      Common Stock Purchase  Warrant  Agreement  dated May 1,
                         1999 between Registrant and SmartServ Online, Inc.

               (bu)      Funding   Agreement  dated  November  9,  1999  between
                         Registrant and Ag1.com.

               (bv)      Security  Agreement  dated  November  9,  1999  between
                         Registrant and Ag1.com.

               (bw)      Asset  Purchase   Agreement  dated  November  11,  1999
                         between  Registrant,  FlightBrief Online Service,  Inc.
                         and Gregg F. Lewis.

               (bx)      Asset  Purchase and Sale  Agreement  dated  December 8,
                         1999 between Kavouras and Radtec Engineering, Inc.

               (by)      Amendment to Asset  Purchase and Sale  Agreement  dated
                         December  13, 1999  between  Kavouras  Inc.  and Radtec
                         Engineering, Inc.

                                       26
<PAGE>

               (bz)      Series A Preferred  Stock  Agreement dated December 16,
                         1999 between the Registrant,  EarthScan  Network,  Inc.
                         and Photon Research Associates, Inc.

               (ca)      Eleventh  Amendment to the lease agreement dated May 2,
                         1995  between  the   Registrant   and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (cb)      Twelfth  Amendment to the lease  agreement dated May 2,
                         1995  between  the   Registrant   and  LAFP-SF,   Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

               (cc)      Thirteenth  Amendment to the lease  agreement dated May
                         2, 1995  between  the  Registrant  and  LAFP-SF,  Inc.,
                         successors  in  interest  to The  Prudential  Insurance
                         Company of America.

        (12)   Not applicable.
        (13)   Registrant's 1999 Annual Report to Shareholders.
               (This document is hereby incorporated by reference.)
        (16)   None.
        (18)   None.
        (21)   Subsidiaries.
        (22)   None.
        (23)   Consent of Deloitte & Touche LLP.
        (24)   None.
        (27)   Financial Data Schedule.
        (28)   None.
        (99)   Proxy  Statement for the Annual  Meeting of  Shareholders  of the
               Registrant scheduled for April 26, 2000. (This document is hereby
               incorporated  by reference and will be filed with the  Securities
               and Exchange  Commission not later than 120 days after the end of
               the year covered by this Form 10-K.)

                                       27
<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Data Transmission Network Corporation,
a Delaware Corporation

By:     /s/ Greg T. Sloma
        --------------------------------
        Greg T. Sloma
        President and Chief Operating Officer

Dated March 15, 2000.

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By:     /s/ Greg T. Sloma                                         March 15, 2000
        ---------------------------------------------
        Greg T. Sloma, President, Chief Operating
        Officer and Director

By:     /s/ Peter H. Kamin                                        March 15, 2000
        ---------------------------------------------
        Peter H. Kamin, Chairman of the Board

By:     /s/ Roger W. Wallace                                      March 15, 2000
        ---------------------------------------------
        Roger W. Wallace, Senior Vice President
        President-Ag Services Division and Director

By:     /s/ Brian L. Larson                                       March 15, 2000
        ---------------------------------------------
        Brian L. Larson, Senior Vice President,
        Chief Financial Officer and Secretary

By:     /s/ David K. Karnes                                       March 15, 2000
        ---------------------------------------------
        David K. Karnes, Director

By:     /s/ Jay H. Golding                                        March 15, 2000
        ---------------------------------------------
        Jay H. Golding, Director

By:     /s/ Anthony S. Jacobs                                     March 15, 2000
        ---------------------------------------------
        Anthony S. Jacobs, Director

By:     /s/ Joseph F. Mazzella                                    March 15, 2000
        ---------------------------------------------
        Joseph F. Mazzella, Director

By:     /s/ Daniel A. Petersen                                    March 15, 2000
        ---------------------------------------------
        Daniel A. Petersen, Corporate Controller
        and Treasurer

                                       28
<PAGE>



INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Data Transmission Network Corporation
Omaha, Nebraska

         We  have  audited  the  consolidated   financial   statements  of  Data
Transmission Network Corporation and subsidiaries (the "Company") as of December
31, 1999 and 1998,  and for each of the three years in the period ended December
31, 1999 and have issued our report thereon dated February9, 2000 (March 3, 2000
as to Note 18); such  financial  statements and report are included in your 1999
Annual Report to  Stockholders  and are  incorporated  herein by reference.  Our
audits also included the financial statement schedule of the Company,  listed in
Item 14(a) 2. This financial  statement  schedule is the  responsibility  of the
Company's  management.  Our responsibility is to express an opinion based on our
audits. In our opinion,  such financial statement  schedule,  when considered in
relation to the basic financial statements taken as a whole,  presents fairly in
all material respects the information set forth therein.

DELOITTE & TOUCHE LLP


Omaha, Nebraska
February 9, 2000
(March 3, 2000 as to Note 18)

                                       29
<PAGE>



                                                                     Schedule II

                      DATA TRANSMISSION NETWORK CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997


<TABLE>
<CAPTION>
                                    Balance at                       Charged to                      Balance at
                                    Beginning       Charged to         Other                             End
Description                         of  Period       Expenses         Accounts      Deductions       of  Period
-----------                         ----------       --------         --------      ----------       ----------



Allowance for doubtful
accounts:

Year ended December 31
<S>                               <C>                <C>                             <C>             <C>
1999:                             $1,300,000         $1,480,000          -           $980,000        $1,800,000

Year ended December 31,
1998:                               $810,000         $1,294,000          -           $804,000        $1,300,000

Year ended December 31,
1997:                               $520,000           $842,000          -           $552,000          $810,000



</TABLE>




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<PAGE>