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                                  UNITED STATES
                       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
     For the transition period from ____________ to ____________

                        Commission File Number __________

                               MapQuest.com, Inc.

             (Exact name of registrant as specified in its charter)

           Delaware                               36-3949110
      (State of incorporation)       (I.R.S. Employer Identification No.)

               3710 Hempland Road, Mountville, Pennsylvania 17554
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (717) 285-8500

          Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class            Name of Each Exchange on Which Registered
        Common Stock                                   Nasdaq

        Securities registered pursuant to Section 12(g) of the Act: None

     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  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. 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. [ ]

     As of  March  23,  2000,  the  aggregate  market  value of the  voting  and
non-voting  shares  of common  stock,  par value  $.001 per share  (the  "Common
Stock") held by non-affiliates of the registrant is $219,430,639.

     As of March 23, 2000, the registrant had outstanding  36,459,767  shares of
Common Stock.


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                                     PART I


     THIS  REPORT  CONTAINS  FORWARD-LOOKING  STATEMENTS  BASED  ON OUR  CURRENT
EXPECTATIONS,  ASSUMPTIONS,  ESTIMATES AND  PROJECTIONS  ABOUT  MAPQUEST AND OUR
INDUSTRY.  THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE RISKS AND  UNCERTAINTIES.
MAPQUEST'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH
FORWARD-LOOKING  STATEMENTS  AS A  RESULT  OF  CERTAIN  FACTORS,  AS MORE  FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS REPORT.  MAPQUEST  UNDERTAKES NO
OBLIGATION TO UPDATE  PUBLICLY ANY  FORWARD-LOOKING  STATEMENTS  FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

ITEM 1.  BUSINESS.

Unless otherwise  expressly  indicated  herein,  the descriptions of the Company
contained herein are as of March 22, 2000.

     MapQuest  is  a  leading  online   provider  of  mapping  and   destination
information.  By leveraging  its over 30 years of  traditional  digital  mapping
experience,   MapQuest's  proprietary  integration  and  editing  of  geographic
databases enable it to provide comprehensive mapping solutions to businesses and
to provide  customized maps,  destination  information and driving directions to
consumers.  MapQuest  delivers  over 150  million  maps and  driving  directions
monthly through its own websites and through third-party websites.  According to
Media  Metrix,  Inc.,  over 4.4 million  unique users  visited  mapquest.com  in
February 2000, making  mapquest.com one of the largest  travel-related  Internet
properties  in terms of audience  reach and the 47th largest  Internet  property
overall.

The MapQuest.com Solution

         MapQuest's online products and services enable businesses to:

o provide  customized maps, destination information and driving  directions to
  potential customers,

o provide potential customers with proximity  information  regarding which of a
  business' multiple locations is closest to the potential customer,

o expand the functionality of their websites to attract and retain users,

o outsource  their  map-enabling  and  destination  information  needs, thereby
  avoiding  a  significant  portion  of  the  expenses  normally  associated
  with establishing and maintaining a map-enabling infrastructure, and

o provide delivery of driving  directions  to  potential  customers on wireless
  platforms.

     MapQuest's online products and services enable customers to:

o receive  maps,  destination  information  and  driving  directions  based  on
  geocentric information provided by the customer on a real-time basis, and

o retrieve accurate and reliable mapping and destination information at any time
  and from any place over the Internet.

     MapQuest is also a leading United States  provider of  traditional  digital
mapping products and services to the educational,  reference,  directory, travel
and governmental markets. In addition,  companies that incorporate call

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centers,  CD-ROMs or stand-alone driving direction kiosks into their information
delivery strategy require  non-Internet  customized mapping solutions.  MapQuest
has  developed its  map-enabling  software to promote the rapid  development  of
mapping applications in these environments.

MapQuest Products and Services

     Internet-related Products and Services for Businesses

Name of Product/Service         Host                   Description
------------------------      --------     ------------------------------------

Connect Services Products

MapQuest Connect              MapQuest     o  Allows businesses to display
                                              consumer-requested maps based on
                                              any combination of city, state,
                                              street address and zip code in
                                              the United States.

MapQuest InterConnect         MapQuest     o  Enhances MapQuest Connect.
                                           o  Offers proximity searching, which
                                              allows consumers visiting   a
                                              business' website  to  find   the
                                              closest locations within a fixed
                                              mile radius of a user-defined
                                              point of origin.

MapQuest Locator              MapQuest     o  Enhances MapQuest InterConnect.
                                           o  Allows more advanced proximity
                                              searching by integrating  MapQuest
                                              with  specific  geographic  search
                                              parameters    contained   in   its
                                              business customer's database, such
                                              as "find  closest gas station with
                                              a car wash."

MapQuest TripConnect          MapQuest    o   Allows businesses to provide
                                              consumers with door-to-door
                                              driving instructions, including
                                              a route-highlighted map, trip
                                              mileage and estimated driving
                                              time.
Enterprise Solutions
MapQuest Enterprise Service   MapQuest    o   Provides   mapping,   routing  and
                                              destination information capability
                                              designed primarily for high volume
                                              websites.
                                          o   Allows   business   customers  the
                                              flexibility  to  fully   customize
                                              generated   map  pages  to  convey
                                              their corporate images.

MapQuest Enterprise Server    Business    o   Provides mapping, routing and
                              Customer        destination information
                                              capability designed primarily
                                              for users of a business website.

MapQuest Server for Windows   Business    o   Business customer-hosted service
NT                            Customer        designed for MapQuest business
                                              customers with networked
                                              applications who want to customize
                                              their own mapping solutions.



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     Internet Consumer

     The  mapquest.com   website  offers  several  menu  options  for  consumers
including the following:

o    Maps -- the  consumer  is able to generate  maps  either  based on detailed
     supplied information or a more general location request,

o    Driving  Directions  -- the  consumer can find the most direct route from a
     point of origin to a  destination  using a variety of options and  formats,
     including door-to-door,  city-to-city, overview map with text, text only or
     turn-by-turn,

o    Travel  Guide  -- the  consumer  is  able  to  access  lodging  and  dining
     information  for  consumer-supplied  destinations,

o    Yellow and White  Pages -- the  consumer  is able to access  addresses  and
     phone numbers for businesses and individuals, and

o    Real Time Traffic -- the consumer can get real-time  traffic  reports for a
     number of major U.S. cities.

     MapQuest's  product  development  strategy is to enhance the technology and
features of its web-based and non-Internet  mapping  applications and to further
expand its core geographical database assets. To this end, MapQuest has numerous
development  projects  in  process  including,  but  not  limited  to,  Internet
optimization  tools and  collaboration  technologies and  geographical  database
improvements.  MapQuest expects to continue to devote  substantial  resources to
its product development activities.

     Traditional Digital Mapping Products and Services

     MapQuest customizes and publishes printed road maps, atlases,  maps used in
textbooks,  travel  guides,  hotel and telephone  directories,  and  map-related
reference  books and  CD-ROMs.  In  addition,  MapQuest's  products and services
include software  applications to incorporate  customized mapping solutions into
call centers,  CD-ROMs or information  kiosks.  MapQuest also provides extensive
cartography,   geographic   database   development,   comprehensive   map   data
maintenance,  advance  mapping  technology and  consultation  services to a wide
variety of customers on a fee for service basis.  MapQuest's traditional digital
mapping customers include National Geographic,  Exxon, Best Western,  Ameritech,
Southwestern Bell and Cracker Barrel.

Sales and Marketing

     MapQuest sells its  Internet-related  business products and services in the
United  States,  Canada and Europe  through a sales  organization  of forty-five
employees as of December 31, 1999.  The majority of these  employees are located
at MapQuest's sales offices across the United States with two employees  located
in  the  United  Kingdom  and  one  employee  located  in  Canada.   This  sales
organization  consists of twenty-two  direct field  salespeople and twenty-three
inside salespeople. In addition, MapQuest indirectly sells its Internet products
and  services  through   value-added   resellers  such  as  SABRE  BTS,  Three-X
Communication, Moore Data and Kingswood Ltd.

     Sales of  advertisements on mapquest.com have been generated by third-party
advertising sales  representatives and by MapQuest's internal  advertising sales
force, which consisted of seven persons as of December 31, 1999.

     MapQuest  sells its  traditional  digital  mapping  products  and  services
through a direct  sales force  consisting  of nineteen  field  salespersons  and
telemarketers as of December 31, 1999.

     MapQuest markets its products and services online by placing advertisements
on third-party  websites.  In addition,  MapQuest advertises through traditional
offline media and utilizes public relations  campaigns,  trade shows and ongoing
customer communications programs.


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Customers


     As of December 31, 1999, MapQuest had licensed its products and services to
over  1,000  business  customers.  No one  customer  accounts  for  over  10% of
MapQuest's overall revenues. The following is a representative list of customers
as of December 31, 1999:

<TABLE>
<CAPTION>
                                                                                  Digital Mapping Products
Business Products and Services             Consumer Products and Services          and Services
-------------------------------           ------------------------------          ------------------------

<S>                                       <C>                                     <C>
American Automobile Association           AIG Insurance                           Ameritech
Avis                                      Alta Vista                              Best Western
Bass Hotel and Resorts                    Ameritrade                              Choice Hotels
Best Western                              AutoByTel                               Cracker Barrel
Budget Rent-A-Car                         BellSouth Yellow Pages                  Discovery Communication
Cendant                                   Ecoupons                                Don Tech
Digital City                              Ford Motor                              Exxon
Excite                                    Holiday Inns                            Harcourt Brace
Federal Express                           Interstate America                      Holt, Rinehart & Winston
Galileo                                   NextCard                                Houghton Mifflin
GM OnStar                                 Pet Planet                              McGraw-Hill
GTE                                       Travelocity                             National Geographic
Hertz                                     Toyota                                  Prentice Hall
Infoseek                                  Travelscape                             R.R. Donnelley
InfoSpace                                 US West                                 Ryder
Lycos                                     YesMail.com                             Southwestern Bell
Moore Data                                                                        Trailer Life
Sabre
Thomas Cook
Yahoo!

</TABLE>


Technology and Infrastructure

     Geographic Data

     MapQuest  maintains  a  worldwide  geographic  database  suitable  for high
quality map production.  MapQuest has licensed a significant portion of its data
from a number of sources through  non-exclusive  term contractual  arrangements.
MapQuest currently relies on primary geographic data drawn from data supplied to
it under contract by Navigation Technologies  Corporation (NavTech),  Geographic
Data Technology, Inc. (GDT), Digital Mapping Technologies, Inc. (DMTI) and other
data suppliers.  MapQuest  obtains  Western  European street and major road data
from TeleAtlas,  NavTech and AND Mapping BV. Major road data for the rest of the
world is obtained from AND Mapping BV. MapQuest's  business  relationships  with
NavTech and other  vendors  are  currently  in good  standing.  However,  should
MapQuest lose access to these sources of third-party data or should the terms of
these  contractual  arrangements  materially  change,  MapQuest  would  need  to
substitute potentially higher-priced alternatives, including expenses associated
with developing substitute data internally,  and MapQuest's business,  financial
condition and results of operations could be materially and adversely affected.

     MapQuest's  own  proprietary  data  assets  also  support  its  online  and
traditional   digital  mapping   products  and  services.   MapQuest  has  spent
approximately  six years  developing,  and continues to enhance and update,  its
USDB, a digital geographic United States database  (including  adjacent areas of
Canada and Mexico).  MapQuest  also  maintains a graphical  image  database that
contains  over 200,000  archived  images,  which serves as  MapQuest's  internal
reference  library and is supported by a customized  database  management system
for  image   retrieval.   In  addition,   MapQuest  has  developed  a  suite  of
international  city map data which includes over 300 metropolitan  maps and over
500 downtown maps of most major international tourist and business destinations.

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     MapQuest plans to update its geographic databases periodically. However, in
view  of the  complexity  of  updating  several  different  databases,  revising
software and the need for third party geocoding,  there can be no assurance that
MapQuest will be able to perform such updates on any fixed schedule.

     Software and Editing Tools

     MapQuest has developed numerous software tools and has customized  existing
commercial  applications  to create and  maintain  its  proprietary  digital map
databases and produce its mapping products.

     MapQuest's  proprietary software development  toolkit,  GeoLocate,  employs
scalable object-oriented technology and comprises the core tools used to perform
high-speed mapping while maintaining high-quality cartographic display. Designed
with an open architecture, GeoLocate offers platform flexibility in converting a
variety of data formats.  MapQuest's  extensive investment in GeoLocate has been
leveraged  for  use  in  the  development  of  MapQuest's  Internet  technology,
resulting in the creation of a uniquely scalable, high performance platform that
serves  millions  of  routes  and maps on a daily  basis.  Easy-to-use  consumer
interface functionality overlays MapQuest's seamless integration of a variety of
data  formats and  personalization  tools  which  enable  consumers  to save and
display maps in their preferred styles.

     System Architecture

     Web pages, maps, and driving directions  delivered to MapQuest's  customers
and users are generated utilizing a Solaris operating system,  Apache web server
software and MapQuest's proprietary mapping applications. Traffic is distributed
and  load-balanced  across  multiple  servers via our  proprietary  software and
equipment  provided by F5 Networks which maintain  replicated,  local storage of
underlying  software and data,  resulting in minimal  interdependencies  between
servers.  Each server has its own local  storage,  and all data and software are
replicated  across all  servers.  The system is designed  as a flexible,  robust
architecture which is dynamically scalable to meet anticipated future demand. In
addition  to  built-in   redundancies,   MapQuest  operates  automated  internal
monitoring  tools on a continual,  full-time basis and  independent  third-party
monitoring of MapQuest's  website is generated at all times from at least thirty
different  cities  on at  least  twelve  different  national  and  international
Internet backbone providers.

     MapQuest's   network,   hosting  facilities,   internal   architecture  and
monitoring  have been  deployed to provide  high  availability,  efficiency  and
redundancy  at every level of the  infrastructure.  MapQuest's  Internet map and
route servicing  facilities are located in two Denver,  Colorado data centers, a
Qwest  Communications  Cyber Center hosting facility tied to Qwest's nationwide,
dedicated high speed OC-48 IP network and an Inflow,  Inc. hosting facility with
UUNet and other major carrier bandwidth  provisioned  exclusively for MapQuest's
use.  MapQuest  and its  associated  websites  are tied to Qwest's and  Inflow's
backbones via Cisco routers and multiplexors.  Qwest and Inflow do not guarantee
that our  Internet  access  will be  uninterrupted,  secure,  or error  free and
MapQuest's  operations are dependent on Qwest's and Inflow's  ability to protect
their and our systems  against  damage  from fire,  power  loss,  water  damage,
telecommunications  failure, vandalism, and other malicious acts. Any disruption
in the Internet access provided by Qwest or Inflow could have a material adverse
effect on MapQuest's business, financial condition and results of operations.

Corporate History

     MapQuest  was  incorporated  in Delaware on March 28, 1994,  as  GeoSystems
Global  Corporation  and changed its name to  MapQuest.com,  Inc. on January 27,
1999. On May 4, 1999,  MapQuest  completed its initial public offering of common
stock, receiving net proceeds of approximately $61.6 million. MapQuest's service
and product offerings are grouped into three lines of business: Internet-related
Products and Services for Business,  Internet  Consumer and Traditional  Digital
Mapping Products and Services.

     On December 21, 1999, MapQuest entered into an Agreement and Plan of Merger
with  America  Online,  Inc.  (America  Online).  Pursuant  to the  terms of the
Agreement  and Plan of Merger,  MapQuest.com,  Inc.  will merge with and into MQ
Acquisition Corp. (MQ Acquisition), a wholly-owned subsidiary of America Online,
with  MapQuest  surviving the merger and becoming a  wholly-owned  subsidiary of
America Online.  MapQuest intends to consummate

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this merger once it receives all necessary regulatory clearance. America Online
filed a registration statement on Form S-4 with  respect to this transaction on
February 11, 2000 and MapQuest filed a preliminary proxy statement on Schedule
14A regarding the transaction on the same date.

Competition

     The markets for  MapQuest's  products and services are highly  competitive.
MapQuest competes for business  customers and consumers with companies  offering
Internet-based  map-enabling  technology  and  publishers  and  distributors  of
traditional  media  (such as  televisions,  radio and print) that use or license
their  content  for  use  on  the  Internet,  commercial  publishing  companies,
corporate   materials  and  information   market  companies,   and  governmental
authorities.

     MapQuest expects competition to continue to increase because these markets,
particularly  the markets for  Internet-related  products and services,  pose no
substantial  barriers  to entry.  Competition  may also  increase as a result of
industry consolidation.  In addition,  MapQuest's licensees may develop products
and services that are equal or superior to  MapQuest's  or that achieve  greater
market  acceptance than those of MapQuest.  Similarly there can be no assurances
that  MapQuest's   data  suppliers  will  not  develop   products  and  services
competitive  with  those of  MapQuest.  Increased  competition  could  result in
reduced markets, loss of market share or less traffic to MapQuest's website, any
of which could have a material adverse effect on MapQuest's business,  financial
condition and results of operations.

     MapQuest  believes  that its ability to compete  depends upon many factors,
many of which are beyond its control.  These factors include  MapQuest's ability
to provide depth, quality and accuracy of destination  information,  to increase
its sales  force and to  implement  its sales  and  marketing  initiatives,  the
introduction and acceptance of new and enhanced products and services  developed
either  by  MapQuest  or its  competitors  and the ease of use of  products  and
services developed either by MapQuest or its competitors.

Government Regulation

     There is an  increasing  number of laws and  regulations  pertaining to the
Internet.  In addition,  a number of legislative  and  regulatory  proposals are
under  consideration  by  federal,  state,  local and  foreign  governments  and
agencies.  Laws or  regulations  may be adopted  with  respect  to the  Internet
relating to liability for  information  retrieved from or  transmitted  over the
Internet,  online  content  regulation,  user  privacy,  taxation and quality of
products and services.  Moreover,  the applicability to the Internet of existing
laws governing issues such as intellectual  property ownership and infringement,
copyright,  trademark,  trade secret, obscenity,  libel, employment and personal
privacy is uncertain and developing.  Any new legislation or regulation,  or the
application or  interpretation  of existing laws, may decrease the growth in the
use of the  Internet,  which could in turn  decrease  the demand for  MapQuest's
service, increase MapQuest's cost of doing business or otherwise have a material
adverse  effect on  MapQuest's  business,  financial  condition  and  results of
operations.

     Liability for Information Retrieved from mapquest.com and from the Internet

     Content may be accessed on  mapquest.com  or on the websites of  MapQuest's
distribution  partners,  and  this  content  may  be  downloaded  by  users  and
subsequently  transmitted  to others  over the  Internet.  This could  result in
claims against  MapQuest based on a variety of theories,  including  negligence,
copyright  or  trademark  infringement  or other  theories  based on the nature,
publication and  distribution  of this content.  These types of claims have been
brought,  sometimes successfully,  against providers of Internet services in the
past.  MapQuest  could also be exposed to liability  with respect to third-party
content that may be posted by users in chat rooms or bulletin  boards offered by
certain of  MapQuest's  distribution  partners.  It is also possible that if any
information, including information deemed to constitute professional advice such
as legal,  medical,  financial or investment  advice,  provided on  mapquest.com
contains  errors or false or  misleading  information,  third parties could make
claims against MapQuest for losses incurred in reliance on such information. The
mapquest.com website contains over fifty human-filtered annotated links to other
websites.  As a result,  MapQuest  may be subject to claims  alleging  that,  by
directly or indirectly providing links to other websites, MapQuest is liable for
copyright or trademark  infringement  or the wrongful  actions of third  parties
through  their  respective  websites.  The  Communications  Decency  Act of 1996
provides  that,  under certain  circumstances,  a provider of Internet  services
shall not be treated as a publisher or speaker of any information  provided by a
third-party  content  provider.  This safe harbor has been interpreted to exempt
certain activities of providers of


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Internet services.  MapQuest's activities may prevent it from being able to take
advantage of this safe harbor  provision.  While MapQuest attempts to reduce its
exposure to such potential liability through, among other things,  provisions in
guide  agreements,  user  policies  and  disclaimers,   the  enforceability  and
effectiveness of such measures are uncertain.

     MapQuest's  general  liability may not cover all potential  claims to which
MapQuest  is exposed  and may not be  adequate  to  indemnify  MapQuest  for all
liability  that may be imposed.  Any imposition of liability that is not covered
by insurance or is in excess of insurance coverage could have a material adverse
effect on MapQuest's  business,  financial  condition and results of operations.
Even to the extent  that such  claims do not result in  liability  to  MapQuest,
MapQuest could incur  significant  costs in investigating  and defending against
such  claims.   Potential   liability  for  information   disseminated   through
mapquest.com could lead MapQuest to implement measures to reduce its exposure to
such liability,  which may require the expenditure of substantial  resources and
limit the attractiveness of MapQuest's service to users.

     Privacy Concerns

     The Federal Trade  Commission  (FTC) is  considering  adopting  regulations
regarding the collection and use of personal  identifying  information  obtained
from  individuals  when accessing  websites.  While MapQuest has  implemented or
intends to implement  programs designed to enhance the protection of the privacy
of its users,  including children,  there can be no assurance that such programs
will conform with any regulations  adopted by the FTC. The FTC's  regulatory and
enforcement  efforts may adversely affect the ability to collect demographic and
personal  information  from  users,  which  could  have  an  adverse  effect  on
MapQuest's ability to provide highly targeted  opportunities for advertisers and
e-commerce marketers. Any such developments would have a material adverse effect
on MapQuest's business, financial condition and results of operations.

     The European Union (EU) has adopted a directive  that imposes  restrictions
on the collection and use of personal data.  This directive  could,  among other
things,  affect U.S.  companies that collect  information over the Internet from
individuals in EU member  countries,  and may impose  restrictions that are more
stringent than current  Internet  privacy  standards in the United States.  This
directive does not, however, define what standards of privacy are adequate. As a
result,  there can be no assurance that this directive will not adversely affect
the activities of entities such as MapQuest that engage in data  collection from
users in EU member countries.

     Internet Taxation

     A number of legislative proposals have been made at the federal,  state and
local level, and by certain foreign  governments,  that would impose  additional
taxes on the sale of goods and services  over the  Internet  and certain  states
have taken  measures to tax  Internet-related  activities.  Such  legislation or
other attempts at regulating commerce over the Internet may substantially impair
the growth of  commerce  on the  Internet  and,  as a result,  adversely  affect
MapQuest's opportunity to derive financial benefit from such activities.

     Domain Names

     Domain names are the user's  Internet  "addresses."  The current system for
registering,  allocating  and  managing  domain  names has been the  subject  of
litigation,  including trademark litigation,  and of proposed regulatory reform.
Although MapQuest has registered  "mapquest.com"  as a trademark,  third parties
may  bring  claims  for  infringement  against  MapQuest  for  the  use of  this
trademark.  There can be no assurance that MapQuest's domain names will not lose
their value,  or that MapQuest will not have to obtain entirely new domain names
in addition to or in lieu of its current  domain names if reform  efforts result
in a restructuring in the current system.

     Jurisdictions

     Due to the global nature of the  Internet,  it is possible  that,  although
transmissions  by MapQuest  over the  Internet  originate  primarily  in Denver,
Colorado, the governments of other states and foreign countries might attempt to
regulate MapQuest,  MapQuest's business activities,  MapQuest's transmissions or
prosecute  MapQuest  for  violations  of their laws which  could have a material
adverse  effect on  MapQuest's  business,  financial  condition  and  results of
operations. In addition, as MapQuest's service is available over the Internet in
multiple states and foreign  countries,


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such  jurisdictions  may require MapQuest to qualify to do business as a foreign
corporation in each such state or foreign country,  which could subject MapQuest
to taxes and  penalties and could result in the inability of MapQuest to enforce
contracts in such jurisdictions.

Intellectual Property

     MapQuest  regards its  copyrights,  trademarks,  trade  secrets and similar
intellectual  property  as  critical  to its  success.  MapQuest  relies  upon a
combination  of  trademark  and  copyright  law,  trade  secret  protection  and
contractual  restrictions  with  employees,  customers,  partners  and others to
protect its proprietary rights. MapQuest does not currently hold any patents. If
MapQuest fails to adequately  protect its proprietary  rights,  or if it becomes
involved in intellectual property litigation, its business,  financial condition
and results of operations could be materially and adversely affected.

     Despite MapQuest's efforts to protect its proprietary rights, third parties
may infringe or  misappropriate  these rights,  which could result in a material
adverse  effect on  MapQuest's  business,  financial  condition  and  results of
operations. In the ordinary course of business MapQuest has been, and expects to
continue to be, subject to claims,  including claims of alleged  infringement of
the trademarks and other proprietary rights of third parties.  Furthermore,  the
validity,  enforceability  and  scope of  protection  of  proprietary  rights in
Internet-related  industries are uncertain and still evolving.  MapQuest expects
that  infringement  claims  in its  markets  will  increase  in  number  as more
participants enter the market. Such claims and any resultant litigation,  should
they occur,  could  subject  MapQuest to  significant  liability for damages and
could result in the invalidation of its proprietary rights. In addition, even if
MapQuest  prevails,  such litigation  could be  time-consuming  and expensive to
defend, and could result in the diversion of MapQuest's time and attention,  any
of which could materially adversely affect its business, financial condition and
results  of  operations.  Any  claims  from  third  parties  may also  result in
limitation on MapQuest's  ability to use the trademarks  and other  intellectual
property  subject to such claims unless it enters into agreements with the third
parties  responsible  for such claims,  which may be unavailable on commercially
reasonable terms.

Employees

     As of December  31,  1999,  MapQuest  employed  335  persons,  including 57
cartographers, 12 GIS/database analysts, 91 software/systems/Internet engineers,
109 persons in sales, marketing and customer-support,  and 66 persons in general
and administrative areas. None of MapQuest's employees is represented by a labor
union and MapQuest believes it has good employee relations.

     MapQuest  believes  that its  future  success  will  depend  in part on its
continued  ability to attract,  integrate,  retain and motivate highly qualified
sales,  technical,  and managerial personnel,  and upon the continued service of
MapQuest's senior management and key sales and technical personnel. There can be
no assurance  that MapQuest will  successfully  attract,  integrate,  retain and
motivate a sufficient  number of qualified  personnel to conduct its business in
the future.

ITEM 2.  PROPERTIES

     MapQuest's  headquarters  are located in  Mountville,  Pennsylvania,  where
MapQuest  currently  leases  approximately  62,000  square feet under a ten-year
lease expiring in March 2007. In addition,  MapQuest maintains executive offices
in New York,  New York,  where MapQuest also leases  approximately  9,000 square
feet  under a  nine-year  lease  expiring  in May  2008.  MapQuest  also  leases
approximately  7,200 square feet in Columbia,  Maryland  under a two-year  lease
expiring in June 2000,  approximately  19,400  square  feet in Denver,  Colorado
under a three-year lease expiring in November 2002,  approximately 11,520 square
feet in Mount Joy,  Pennsylvania  under a three-year  lease expiring in December
2000 and  approximately  3,600  square  feet in the Hague,  Netherlands  under a
sixteen-month lease expiring in December 2000. MapQuest also leases sales office
space  in  Redwood  Shores,  California,  Wakefield,   Massachusetts,   Chicago,
Illinois,  and Atlanta,  Georgia.  These offices are  approximately 250 to 2,200
square feet with lease terms of one month to five years.

                                       9

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     Pursuant to an indemnity obligation,  MapQuest defended Moore U.S.A., Inc.,
in a legal  proceeding filed by Mark Tornetta on December 14, 1998 in the United
States  District Court for the Eastern  District of  Pennsylvania.  Mr. Tornetta
alleged  that Moore  U.S.A.,  Inc.  infringed  his patent  describing a specific
method for searching  real estate  properties.  This case was dismissed  without
prejudice on April 30, 1999.

     Rand  McNally  has written a letter to National  Geographic  claiming  that
National Geographic's laminated maps infringe upon one of its patents.  MapQuest
has agreed to take responsibility  pursuant to its indemnification  obligations.
MapQuest believes that this claim will be settled for approximately $10,000.

     MapQuest has also been approached by Unisys concerning a license under U.S.
Patent No. 4,558,302,  which covers certain data compression technology commonly
referred to as the  Lempel-Zev-Welch or ALZW@algorithm.  Unisys and MapQuest are
presently engaged in negotiations  concerning a possible settlement.  Unisys has
not filed a lawsuit,  although it has suggested the possibility of litigation to
enforce the '302 patent if  negotiations  are  unsuccessful.  Under the terms of
MapQuest's  merger  agreement  with America  Online entered into on December 21,
1999, MapQuest may not settle certain claims without America Online's consent.

     Universal  Map  Enterprises,  Inc.  filed a lawsuit  against  MapQuest  and
America Online in the United States  District  Court in the Western  District of
New York. In that lawsuit,  Universal Map  Enterprises  alleges  claims  against
MapQuest  for breach of  contract,  conversion  and  specific  performance,  and
against America Online for tortious interference with business arrangements,  in
connection  with an  alleged  agreement  to sell  MapQuest's  online  electronic
commerce website,  MapStore.com, to Universal Map. Since the commencement of the
action, Universal Map has subsequently agreed to dismiss America Online from the
action  without  prejudice.  Universal  Map is seeking to recover  $1,000,000 in
damages and/or  specific  performance of the alleged  agreement,  plus costs and
fees.  MapQuest  and  Universal  Map have  entered  into a  stipulation  whereby
MapQuest has agreed not to frustrate  the ability of Universal  Map to enforce a
judgment for specific  performance against MapQuest if so rendered.  On February
18,  2000,  Universal  Map filed a motion for  summary  judgment  with the court
seeking  summary  disposition  of its  claims  prior  to  discovery  and  trial.
MapQuest's opposition to that motion is set to be filed with the court. MapQuest
denies  liability  and intends to  vigorously  contest the motion and defend the
action.

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

          None.

                                       10

<PAGE>

                                    PART II


ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

     MapQuest  common  stock is traded on the Nasdaq  National  Market under the
symbol "MQST."

     The following table sets forth, for the calendar  quarters  indicated,  the
high and low prices per share of MapQuest common stock as reported on the Nasdaq
National Market.

<TABLE>

<CAPTION>
                                                              MapQuest
                                                            common stock
                                                           High        Low
                                                           ----        ---
<S>                                                      <C>         <C>
1998:
Quarter Ended March 31, 1998......................       $ N/A       $ N/A
Quarter Ended June 30, 1998.......................         N/A         N/A
Quarter Ended September 30, 1998..................         N/A         N/A
Quarter Ended December 31, 1998...................         N/A         N/A
1999:
Quarter Ended March 31, 1999......................         N/A         N/A
Quarter Ended June 30, 1999.......................        25.94       13.75
Quarter Ended September 30, 1999..................        20.63        9.31
Quarter Ended December 31, 1999...................        32.50       12.50
</TABLE>


Holders

     On March 22, 2000, the closing price of MapQuest's Common Stock reported by
the Nasdaq National Market was $21.75 per share. As of March 22, 2000 there were
approximately  117  holders  of  record  of  the  common  stock  (not  including
beneficial holders of stock held in street name).

Recent Sales of Unregistered Securities

     For the fiscal year ended December 31, 1999,  MapQuest granted an aggregate
of  1,320,590  options to  purchase  its  common  stock to its  employees,  with
exercise prices ranging from $10.44 per share to $28.00 per share.  The grant of
a significant  portion of these  options to purchase  shares of common stock was
made in reliance  upon Rule 701  promulgated  under the  Securities  Act.  Those
grants  that  were  not  made  in  reliance  upon  Rule  701  were  exempt  from
registration  under  the  Securities  Act in  reliance  on  Section  4(2) of the
Securities  Act. In addition,  645,570 options granted on December 31, 1998 were
priced in 1999 at the initial public offering price of $15.00 per share.

     For the fiscal year ended  December 31,  1999,  employees  and  consultants
exercised  options to purchase  1,129,947  shares of common stock of MapQuest at
exercise  prices ranging from $0.04 per share to $15.00 per share.  These shares
of common  stock were issued in  reliance  upon Rule 701  promulgated  under the
Securities Act.

     For the fiscal year ended  December  31, 1999,  2,227,897  shares of common
stock were issued upon  exercise of  warrants at exercise  prices  ranging  from
$0.01  per  share to  $1.30  per  share in  reliance  upon  Section  4(2) of the
Securities Act.

                                       11

<PAGE>


Use of Proceeds from Initial Public Offering

     On May 3, 1999, the Securities and Exchange  Commission declared MapQuest's
Registration  Statement on Form S-1 (No. 333-72667)  effective.  On May 7, 1999,
MapQuest  completed  an initial  public  offering of an  aggregate  of 4,600,000
shares of MapQuest  Common Stock at an offering  price of $15.00 per share.  The
managing  underwriters  for the offering  were  BancBoston  Robertson  Stephens,
Thomas Weisel  Partners,  LLC,  U.S.  Bancorp Piper Jaffray Inc. and Volpe Brown
Whelan & Company,  LLC. Net proceeds to MapQuest,  after deducting  underwriting
discounts and commissions of $4,830,000 and offering  expenses of  approximately
$2,559,000  were   $61,611,000.   On  June  8,  1999,  in  connection  with  the
aforementioned  initial public  offering,  the managing  underwriters  exercised
their over-allotment option for 597,990 shares of MapQuest's common stock at the
initial public offering price of $15.00 per share which generated  approximately
$8,300,000  in net  proceeds to MapQuest.  None of the expenses  incurred in the
offering  were direct or indirect  payments to directors,  officers,  or general
partners of MapQuest or their associates,  to persons owning ten percent or more
of any class of equity  securities  of  MapQuest  or to  affiliates  of MapQuest
except in  connection  with the  redemption  of the  Series B  Preferred  Stock.
MapQuest used  approximately  $8,700,000 of these  proceeds to redeem all of its
Series B Preferred  Stock.  MapQuest has used the  remainder of the net proceeds
for business operations and investing in short-term, interest bearing investment
grade obligations with various maturities ranging from one day to one year.

Dividends

     MapQuest has never declared or paid any cash dividends on its common stock.
MapQuest  intends to retain any future  earnings  to support  operations  and to
finance  the  growth  and  development  of  MapQuest's  business  and  does  not
anticipate paying cash dividends for the foreseeable future.


                                       12

<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA.

     The selected  financial data of MapQuest have been derived from the audited
historical  consolidated  financial statements and notes thereto of MapQuest for
each of the  years  in the  five-year  period  ended  December  31,  1999.  This
information  is only a  summary  and you  should  read  it in  conjunction  with
MapQuest's  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations, which is included in Item 7 of this Report.

<TABLE>

<CAPTION>
                                                                     Year Ended December 31,

                                             1999            1998             1997            1996              1995
                                        -------------------------------------------------------------------------------------
                                                              (in thousands, except per share data)
<S>                                      <C>             <C>              <C>             <C>              <C>
Statement of Operations Data:
     Total revenues................       $    34,487    $    24,717      $    21,416     $    19,577      $    14,077
     Income (loss) from operations.           (20,361)        (3,453)          (8,002)         (1,719)              15
     Net income (loss).............           (18,498)        (3,155)          (7,599)         (1,276)             524
     Net income (loss) per share-
       Basic.......................             (0.84)        (12.09)          (64.43)          (8.84)            0.79
     Net income (loss) per share-
       Diluted.....................             (0.84)        (12.09)          (64.43)          (8.84)            0.00

</TABLE>

<TABLE>

<CAPTION>                                                              As of December 31,
                                             1999            1998            1997             1996             1995
                                        ----------------------------------------------------------------------------------
                                                                         (in thousands)
<S>                                       <C>            <C>              <C>             <C>              <C>
Balance Sheet Data:
     Cash and cash equivalents.....       $    19,390    $       564      $     2,482     $     1,904      $     4,619
     Working capital...............            44,115          4,301            7,460           4,085            6,066
     Total assets..................            65,010         11,450           13,221           9,526            9,601
     Total debt....................                --             48              100              --               --
     Redeemable preferred stock....                --         26,186           25,711           7,331            6,877
     Stockholders' equity (deficit)            49,857        (19,768)         (16,237)         (1,553)             213

</TABLE>


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

     The following  information  should be read in  conjunction  with  financial
information and the notes thereto included in this Report.

     The  following  discussion  of  the  financial  condition  and  results  of
operations of MapQuest contains  forward-looking  statements  relating to future
events and the future  performance of MapQuest within the meaning of Section 27a
of the  Securities  Act of 1993, as amended,  and Section 21e of the  Securities
Exchange Act of 1934, as amended.  Investors are cautioned that such  statements
involve risks and  uncertainties.  These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are  difficult  to predict;  therefore,  actual  results and outcomes may differ
materially  from what is expressed  or  forecasted  in any such  forward-looking
statements.  Such risks and uncertainties  include those set forth in MapQuest's
registration  statement  on Form S-1,  particularly  under the section  entitled
"Risk  Factors."  MapQuest  undertakes  no  obligation  to update  publicly  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                       13

<PAGE>


Overview

     MapQuest  is  a  leading  online   provider  of  mapping  and   destination
information.   MapQuest  provides  comprehensive  online  mapping  solutions  to
businesses and provides  customized  maps,  destination  information and driving
directions to consumers. MapQuest has three lines of business: Internet business
products  and  services,  Internet  consumer  products  and services and digital
mapping products and services.

     Since 1967,  MapQuest has provided  traditional  cartographic  products and
services.  In  1989,  MapQuest  began  offering  digital  mapping  products  and
services.  Beginning in 1991,  MapQuest introduced  map-generating  products and
services which evolved into online mapping and routing applications.  During the
first quarter of 1996,  MapQuest  launched  mapquest.com and initiated sales and
marketing efforts to build brand awareness and to generate  advertising revenues
from its website.  In the third quarter of 1996, MapQuest began providing online
mapping and  destination  information  products and services from its website to
companies with an Internet presence and to high-traffic  websites offering users
a wide range of information and services on their  websites,  which are commonly
referred to as portal  websites.  In 1997,  MapQuest  increased its focus on its
Internet  business  and  consumer  lines of  business  by  devoting  significant
resources to the  mapquest.com  website and to its other  Internet  products and
services.   In  1998,   MapQuest  introduced  its  MapQuest  Enterprise  Server.
MapQuest's  Enterprise  Server  is  designed  to  provide  mapping  and  routing
capability  to high  volume  websites.  In  1999,  MapQuest  began  to  focus on
developing  wireless and voice  applications that allow MapQuest users to access
driving directions and find information about various points of interest.

     MapQuest derives its revenues from three lines of business:

     Business  Products and Services.  MapQuest  provides  Internet products and
services to companies with an Internet  presence and to portal  websites.  These
companies  typically  contract  for  MapQuest's  services on an annual  basis in
consideration  for a  service  fee  based on usage and an  initial  set-up  fee.
MapQuest  recognizes  service  fees  ratably  over the  period  of the  service.
Revenues  from the set-up fee are  recognized  upon  completion  of the  related
installation  services.  Revenues  for software  and data  licenses  relating to
MapQuest business products are recognized upon delivery of the product and if no
significant obligations remain outstanding.  Otherwise,  revenues are recognized
over the term of the related  agreement.  Further,  under those agreements where
MapQuest has a maintenance or upgrade  obligation,  MapQuest  recognizes revenue
for these  obligations  over the  period of the  obligation.  MapQuest  has also
historically   provided   business   products  and  services  for   non-Internet
applications  by  licensing  software  and  data and by  providing  professional
services on a time and material basis or a fixed-fee basis.

     Consumer  Products and Services.   Through  mapquest.com,  MapQuest derives
revenues  primarily from the sale of advertising and  sponsorships.  Advertising
rates vary  depending on whether the  advertisements  are delivered to a general
audience  or  a  targeted  audience  based  on  specific  geographic   location.
Advertising  revenues are typically  recognized ratably over the period in which
the  advertisements  are  displayed,  provided that no  significant  obligations
remain and the  collection of the resulting  receivable is likely.  MapQuest may
guarantee  its  advertisers  a pre-set  level of  impressions  on  mapquest.com.
Impression refers to a delivery of an advertisement to a user. If the guaranteed
impressions  are not  met,  MapQuest  defers  recognition  of the  corresponding
revenue until the guaranteed impressions are achieved. Sponsorship contracts may
have longer terms and may allow sponsors to be exclusive sponsors of portions of
mapquest.com or particular advertising categories.

     Digital  Mapping  Products and Services.   MapQuest  derives  revenues from
providing  digital  mapping  services to businesses and from the sale of mapping
products to distributors, retailers, and corporate customers. MapQuest typically
receives  fees and payments on a time and  material  basis or a fixed fee basis.
Revenues from these services are recognized when the projects are completed.  In
addition,   revenues   from   long-term   contracts   are   recognized   on  the
percentage-of-completion  method,  measured  as the number of hours  incurred to
date as a percentage of estimated total labor hours for each contract.  MapQuest
also licenses software and data for a license fee and/or royalties. License fees
are  recognized  upon  delivery of the software  and data and if no  significant
obligations remain outstanding. Otherwise, revenues are recognized over the term
of the related agreement.  Royalty revenue is recognized upon receipt of payment
or evidence  royalties  have been  earned.  With  respect to the sale of mapping
products,  MapQuest  is paid  negotiated  amounts,  depending  on  volume,  from
retailers and distributors, subject to minimum sales and return arrangements.

                                       14

<PAGE>


     As a result of MapQuest's  relatively  recent focus on the Internet and the
emerging  nature of the  Internet  markets  in which it  competes,  MapQuest  is
limited in its ability to accurately  forecast its revenue.  MapQuest's  current
and future  expense  levels are based largely on its estimates of future revenue
and are to a large extent fixed.  Accordingly,  MapQuest may be unable to adjust
spending in a timely manner to compensate for any unexpected  revenue shortfall,
and a shortfall in revenue in relation to MapQuest's  expectations  could have a
material adverse effect on MapQuest's business,  financial condition and results
of operations. In addition, MapQuest currently intends to significantly increase
its  operating  expenses  to develop  and  enhance  its  technology,  to create,
introduce and enhance its service offerings,  to acquire and develop content, to
fund  increased  sales and  marketing  expenses and to enter into new  strategic
agreements.  To the  extent  that  such  expenses  precede  or are  subsequently
followed by increased  revenue,  MapQuest's  business,  financial  condition and
results of operations could be materially adversely affected.

     MapQuest's annual operating  results are likely to fluctuate  significantly
in the future due to a variety of factors,  many of which are outside MapQuest's
control.  Factors that will influence  MapQuest's operating results include: (i)
MapQuest's ability to retain existing portals and online clients, to attract new
online clients at a steady rate and to maintain  business  customer and end-user
satisfaction; (ii) the announcement or introduction of new websites, Web stores,
services and products by MapQuest and its competitors;  (iii) price  competition
and margin erosion; (iv) the rate at which the online market for the purchase of
products and services continues to emerge; (v) MapQuest's ability to upgrade and
develop its systems and infrastructure; (vi) the termination of any account that
represents a significant  portion of its sales; (vii) technical  difficulties or
system downtime;  (viii) MapQuest's ability to attract new personnel in a timely
and effective  manner;  (ix)  MapQuest's  ability to increase the  proportion of
sales from portals and online clients;  (x) the failure of Internet bandwidth to
increase  over time and/or an increase in the cost to end users of  obtaining or
utilizing  Internet  bandwidth;  and (xi) certain  U.S.  and foreign  government
regulations.  MapQuest  also may,  as  inducement  to obtain  certain  strategic
contracts,  offer favorable  pricing terms to portals,  software  publishers and
online  retailers  which would reduce its gross margins.  As a result,  MapQuest
believes that it will continue to incur operating  losses in the future.  Due to
the foregoing  factors,  MapQuest's  annual operating results may fall below the
expectations of securities  analysts and investors.  In such event,  the trading
price of the common stock would likely be materially adversely affected.

Merger with America Online, Inc.

     On December 21, 1999, MapQuest entered into an Agreement and Plan of Merger
with America Online.  Pursuant to the terms of the Agreement and Plan of Merger,
MapQuest will merge with and into MQ  Acquisition,  with MapQuest  surviving the
merger and  becoming a  wholly-owned  subsidiary  of  America  Online.  MapQuest
intends to  consummate  this merger once it receives  all  necessary  regulatory
clearance.  America  Online  filed a  registration  statement  on Form  S-4 with
respect  to  this  transaction  on  February  11,  2000  and  MapQuest  filed  a
preliminary  proxy  statement on Schedule 14A  describing the merger on the same
date.


                                       15

<PAGE>


Results of Operations

     The  following  table sets forth the  results of  operations  for  MapQuest
expressed as a percentage of net revenues:

<TABLE>

<CAPTION>
                                                   Year Ended December 31,
                                                  1999       1998     1997
                                                  ----       ----     ----
<S>                                              <C>        <C>       <C>
Revenue
     Business.................................    38.0%      26.4%     22.2%
     Consumer.................................    19.2%       5.6%      6.0%
                                                  ----       ----      ----
     Total business and consumer..............    57.2%      32.0%     28.2%
                                                  ----       ----      ----
     Digital mapping..........................    42.8%      68.0%     71.8%

     Total revenues...........................   100.0%     100.0%    100.0%

Cost of revenues
     Business and consumer....................    30.8%      19.5%     21.2%
     Digital mapping..........................    33.0%      51.9%     50.3%
                                                  ----       ----      ----
     Total cost of revenues...................    63.8%      71.4%     71.5%
                                                  ----       ----      ----
Gross profit..................................    36.2%      28.6%     28.5%

Operating expenses
     Sales and marketing......................    57.7%      21.2%     33.9%
     Product development......................    17.4%      12.0%     23.6%
     General and administrative...............    20.1%       9.4%      8.5%
                                                  ----        ---       ---
     Total operating expenses.................    95.2%      42.6%     65.9%
                                                  ----       ----      ----

Operating loss................................   -59.0%     -14.0%    -37.4%
Interest income and expense, net..............     4.9%       0.2%      0.6%
Other income..................................     0.5%       1.0%      1.2%
                                                   ---        ---       ---
Loss before provision for income taxes........   -53.6%     -12.8%    -35.5%
Provisions for income taxes...................     0.0%       0.0%      0.0%
                                                  ----       ----      ----
Net loss   ...................................   -53.6%     -12.8%    -35.5%
                                                  ====       ====      ====
</TABLE>



Year Ended December 31, 1999 as Compared to 1998

     Revenues

     Total  revenues  increased by $9.8  million  from $24.7  million in 1998 to
$34.5 million in 1999.  Revenue from MapQuest's top 10 customers  decreased from
27.2% of total revenues in 1998 to 22.3% in 1999.

     Business  Revenues.  Business revenues  increased by $6.6 million from $6.5
million in 1998 to $13.1 million in 1999.  As a result of  MapQuest's  increased
focus on  positioning  the  Company  as an  Internet  company  and  selling  its
business-to-business  products  and  services,  the  number of  customers  using
MapQuest's  Internet  mapping  services  increased  from 356 at year end 1998 to
1,014 at year end  1999.  As a  percent  of total  revenues,  business  revenues
increased from 26.4% in 1998 to 38.0% in 1999.

                                       16

<PAGE>


     Consumer  Revenues.  Consumer revenues  increased by $5.2 million from $1.4
million in 1998 to $6.6 million in 1999. In 1999,  MapQuest increased  resources
devoted to direct sales of advertising on its consumer  site.  These  additional
resources, combined with MapQuest's third-party advertising seller, were able to
generate  increased  revenue.  In  addition,  during 1998  MapQuest  changed its
third-party  advertising  sales  representative  organization  and did not  earn
revenues  from  third-party  sales   representative   organizations  during  the
transition.  As a percent of total revenues,  consumer  revenues  increased from
5.6% in 1998 to 19.2% in 1999.

     Digital  Mapping  Revenues.  Digital  mapping  revenues  decreased  by $2.0
million from $16.8 million in 1998 to $14.8  million in 1999.  This decrease was
due to both  decreased  sales of printed  products of $1.1 million and decreased
mapping services volume of $0.9 million. As a percent of total revenues, digital
mapping revenues decreased from 68.0% in 1998 to 42.8% in 1999.

     Cost of Revenues

     Cost  of  revenues  consists   primarily  of  compensation  for  operations
personnel and related  operations  costs,  including  depreciation  of operating
assets,  third-party  data and  royalties,  print  and paper  costs for  printed
products,  and subcontractor  costs. Cost of revenues increased by $4.4 million,
from $17.6  million in 1998 to $22.0  million in 1999.  As a percent of revenue,
these expenses were 63.8% for the year ended December 31, 1999 compared to 71.4%
for the same period in 1998.  Business  and  consumer  costs  increased  by $5.8
million,  from $4.8  million in 1998 to $10.6  million in 1999.  As a percent of
business  and consumer  revenue,  these  expenses  were 53.9% for the year ended
December 31, 1999  compared to 60.8% for the same period in 1998.  The increases
in  business  and  consumer  costs were  primarily  related to  increased  costs
associated  with adding staff and related  expenses to support the  expansion of
our Internet  products and services as traffic on the mapquest.com web site grew
and as the number of business clients increased.  Digital mapping services costs
decreased by $1.4 million,  from $12.8 million in 1998 to $11.4 million in 1999.
As a percent of digital mapping services revenue,  these expenses were 77.0% for
the year ended  December 31, 1999 compared to 76.4% for the same period in 1998.
The  decrease  in  digital  mapping  services  costs was  primarily  related  to
decreased  print  and  paper  costs for  printed  products  as a result of lower
digital mapping services revenue.

     Operating Expenses

     Sales and  Marketing.  Sales and marketing  expenses  consist  primarily of
salaries, commissions, travel-related expenses, sales promotion expenses, public
relations  expenses  and  costs of  marketing  materials.  Sales  and  marketing
expenses  increased by $14.7  million from $5.2 million in 1998 to $19.9 million
in 1999. For the year ended December 31, 1999, sales and marketing expenses were
57.7% of revenues, compared to 21.2% of revenues for the year ended December 31,
1998. The  period-to-period  increases are primarily  attributable to MapQuest's
marketing  promotions  and  advertising  efforts as well as an  increase  in the
number of sales and marketing personnel and related expenses.

     Product Development.  Product development expenses consist primarily of the
costs of developing  new products and services and modifying  existing  products
and services,  including  software and data.  These costs  consist  primarily of
salaries for product development personnel and related expenses,  contract labor
expense and consulting  fees.  Product  development  expenses  increased by $3.0
million from $3.0 million in 1998 to $6.0  million in 1999.  As a percentage  of
revenues,  these  expenses  were 17.4% for the year ended  December 31, 1999 and
12.0% for the comparable period in 1998. These  period-to-period  increases were
primarily  attributable to increased  business and consumer product  development
expenses.  MapQuest  plans to continue  its  investment  in the  development  of
business and consumer products in the future.

     General and  Administrative.  General and  administrative  expenses consist
primarily of salaries  and related  expenses  for general  corporate  functions,
including  executive,   accounting  and  administrative   personnel,  and  legal
expenses.  These expenses increased by $4.6 million from $2.3 million in 1998 to
$6.9 million in 1999. As a percentage of revenues, these expenses were 20.1% for
the year ended December 31, 1999,  compared to 9.4% for the same period in 1998.
These  period-to-period  increases were primarily related to increased salaries,
professional  service fees and other  expenses as a result of company growth and
being a publicly held entity. In addition,  the Company recorded $1.7 million of
non-recurring expenses in the fourth quarter of 1999. These consisted of charges
related to transaction  costs associated with potential  acquisitions  that were
not  consummated  and  expenses  associated  with certain  third-party  patented
technology used by mapquest.com.

                                       17

<PAGE>


     Interest Income and Expense, Net

     Interest  income was $1.7  million  for the year ended  December  31,  1999
compared to $0.1 million for the year ended December 31, 1998. This increase was
due to the placement of a large portion of the proceeds from MapQuest's  initial
public offering in May of 1999 in cash equivalents and short-term investments.

     Income Taxes

     MapQuest  paid no income  taxes in 1998 or 1999.  Other than for the fiscal
year ended  December 31, 1995,  MapQuest has incurred a net loss for each period
since  incorporation.  As of December 31, 1999, MapQuest had approximately $44.3
million of net operating  loss  carryforwards  for federal  income tax purposes,
which expire beginning in 2009. Due to the uncertainty of future  profitability,
a valuation  allowance  equal to the net deferred  tax asset has been  recorded.
Changes in ownership  resulting from transactions among MapQuest's  stockholders
and sales of common stock may limit the future annual realization of the tax net
operating loss  carryforwards  under Section 382 of the Internal Revenue Code of
1986.

Year Ended December 31, 1998 as Compared to 1997

     Revenues

     Total  revenues  increased by $3.3  million  from $21.4  million in 1997 to
$24.7 million in 1998. Revenue for the top 10 customers of MapQuest as a percent
of total revenue decreased from 44.5% in 1997 to 27.2% in 1998.

     Business  Revenues.  Business revenues  increased by $1.7 million from $4.8
million in 1997 to $6.5 million in 1998.  This  increase was primarily due to an
increase in the number of businesses using MapQuest's  products and services and
the introduction of additional products and services. In addition,  during 1998,
MapQuest introduced its Enterprise Server products and services. As a percent of
total revenues, business revenues increased from 22.2% in 1997 to 26.4% in 1998.

     Consumer  Revenues.  Consumer  revenues  increased  $0.1  million from $1.3
million in 1997 to $1.4  million in 1998.  This  increase  was due to  increased
advertising  sales,  including  advertisements  placed on MapQuest's website and
sponsorship  advertisements.  During  1998,  MapQuest  changed  its  third-party
advertising sales representative  organization.  Consequently,  MapQuest did not
earn revenues from third-party  advertising sales  representative  organizations
during  this  transition.  As a percent  of total  revenues,  consumer  revenues
decreased from 6.0% in 1997 to 5.6% in 1998.

     Digital  Mapping  Revenues.  Digital  mapping  revenues  increased  by $1.4
million from $15.4 million in 1997 to $16.8  million in 1998.  This increase was
primarily  due to increased  sales of printed  products,  including the National
Geographic  Road Atlas and the National  Geographic  American  Road Atlas.  As a
percent of total revenues, digital mapping revenues decreased from 71.8% in 1997
to 68.0% in 1998.

     Cost of Revenues

     Cost  of  revenues  consists   primarily  of  compensation  for  operations
personnel and related  operations  costs,  including  depreciation  of operating
assets,  third-party  data and  royalties,  print  and paper  costs for  printed
products,  and subcontractor  costs. Cost of revenues  increased by $2.3 million
from $15.3  million in 1997 to $17.6  million in 1998.  As a percent of revenue,
these expenses were 71.4% for the year ended December 31, 1998 and 71.4% for the
same period in 1997.  Digital mapping  services costs increased by $2.0 million,
from  $10.8  million in 1997 to $12.8  million in 1998.  As a percent of digital
mapping services revenue,  these expenses were 76.4% for the year ended December
31, 1998 compared to 70.0% for the same period in 1997.  The increase in digital
mapping services costs was primarily  related to increased print and paper costs
for printed  products as a result of higher digital  mapping  services  revenue.
Business and consumer costs increased by $0.3 million, from $4.5 million in 1997
to $4.8 million in 1998.  As a percent of business and consumer  revenue,  these
expenses  were 60.8% for the year ended  December 31, 1998 compared to 75.1% for
the same period in 1997.

                                       18

<PAGE>

     Operating Expenses

     Sales and  Marketing.  Sales and marketing  expenses  consist  primarily of
salaries, commissions, travel related expenses, sales promotion expenses, public
relations  expenses  and  costs of  marketing  materials.  Sales  and  marketing
expenses  decreased by $2.1 million from $7.3 million in 1997 to $5.2 million in
1998. This decrease reflects lower  promotional costs and personnel  expenses as
MapQuest  implemented  expense  reduction  efforts in early 1998.  These expense
reductions  included a reduction in  personnel,  decreased  travel  expenses and
lower spending for sales promotions  involving trade shows and public relations.
These  expense  reductions  efforts  were  undertaken  as  MapQuest  revised its
business strategy.

     Product  Development.  Product development expenses are primarily the costs
of  developing  new products and services and  modifying  existing  products and
services,  including  software and data.  These  expenses  consist  primarily of
salaries for product development personnel and related expenses,  contract labor
expenses,  and consulting fees. Product  development  expenses decreased by $2.0
million  from $5.0 million in 1997 to $3.0  million in 1998.  The decrease  from
1997 to 1998 was primarily due to decreases in personnel and related expenses as
MapQuest  implemented the expense  reduction  efforts described in the preceding
paragraph in early 1998.

     General and  Administrative.  General and  administrative  expenses consist
primarily of payroll and related expenses for MapQuest's  executive,  accounting
and administrative personnel,  professional services and other general corporate
expenses.  These expenses increased by $0.5 million from $1.8 million in 1997 to
$2.3 million in 1998.  The increase from 1997 to 1998 was primarily due to costs
associated with the hiring of a new Chief  Executive  Officer and for additional
professional services.

     Interest Income and Expense, Net

     Interest income was $0.1 million in both 1997 and 1998.

     Other Income

     Other  income  decreased  $0.1  million  from $0.3  million in 1997 to $0.2
million in 1998. This decrease was primarily due to lower equity in the earnings
of a joint  venture that serves a number of  automobile  clubs with trip routing
services.

     Income Taxes

     MapQuest  paid no income  taxes in 1997 or 1998.  Other than for the fiscal
year ended  December 31, 1995,  MapQuest has incurred a net loss for each period
since  incorporation.  As of December 31, 1998, MapQuest had approximately $11.7
million of net operating  loss  carryforwards  for federal  income tax purposes,
which expire beginning in 2009. Due to the uncertainty of future  profitability,
a valuation allowance equal to the deferred tax asset has been recorded. Changes
in ownership resulting from transactions among MapQuest's stockholders and sales
of common stock may limit the future annual realization of the tax net operating
loss carryforwards under Section 382 of the Internal Revenue Code of 1986.

Liquidity and Capital Resources, Years ended December 31, 1999 and 1998

     MapQuest has financed its operations to date  primarily  through the public
sale of common  stock,  private  placement  of  equity  securities,  funds  from
operations  and bank  borrowings.  As of December 31,  1999,  MapQuest had $19.4
million  of  cash  and  cash   equivalents   and  $23.6  million  in  short-term
investments.

     MapQuest's days sales outstanding in accounts  receivable,  calculated on a
quarterly  basis,  were 87 days at both  December  31,  1998  and  1999.  Due to
quarter-to-quarter  revenue  fluctuations,  days sales  outstanding  in accounts
receivable may periodically  exceed 90 days. The average  collection period is a
result of the payment practices of some of MapQuest's customers.

                                       19

<PAGE>


     Net cash used in operating  activities was $0.8 million for the fiscal year
1998 and $14.8 million for the fiscal year 1999,  an increase of $14.0  million.
In 1999, the cash used in operating activities was primarily a result of the net
loss. In addition, trade receivables increased $6.0 million and prepaid expenses
increased  $1.7 million,  partially  offset by increases in advance  billings on
contracts,  deferred revenue,  and accrued personnel costs and other liabilities
of $1.0 million, $2.9 million, and $4.8 million, respectively. The net cash used
in operating  activities in 1998  resulted  primarily  from the net loss.  Other
significant   operating   activities  in  1998  include  an  increase  in  trade
receivables of $1.5 million and an increase in deferred revenue of $0.7 million.

     Net cash used in investing  activities was $1.1 million for the fiscal year
1998 and $28.2 million for the fiscal year 1999. This increase in 1999 is due to
the net purchase of short-term  investments of $23.6 million and $4.7 million in
purchases  of property  and  equipment  compared to $1.1 million in purchases of
property and equipment during 1998.

     Net cash used in  financing  activities  was less than $0.1 million for the
fiscal  year 1998,  and net cash  provided  by  financing  activities  was $61.9
million for the fiscal year 1999.  The increase in 1999 resulted  primarily from
the issuance of common stock, net of the redemption of preferred stock.

     MapQuest's capital commitments for the fiscal year 1998 and the fiscal year
1999 consisted of obligations  under operating  leases.  Management  anticipates
that it will  continue  to invest in capital  expenditures  in order to meet its
anticipated growth in operations.

     In May 1999, the Company  completed an initial public offering of 4,600,000
shares of its common stock at a public  offering  price of $15 per share,  which
generated approximately $61.6 million in net proceeds to MapQuest.

     Upon the closing of the Company's  initial public offering in May 1999, all
of the  outstanding  shares of MapQuest's  Series A and Series C Preferred Stock
were converted into 27,122,455 shares of common stock and all of the outstanding
shares of MapQuest's  Series B Preferred  Stock were redeemed for  approximately
$8.7 million.

     During June 1999, the  underwriters  of MapQuest's  initial public offering
exercised an over-allotment option for 597,990 shares of MapQuest's common stock
at  the  initial  public  offering  price  of $15  per  share,  which  generated
approximately $8.3 million in net proceeds to MapQuest.

     MapQuest  believes its existing cash and cash  equivalents,  and short-term
investments  will be sufficient to meet its  anticipated  cash needs for working
capital and capital expenditures for at least the next twelve months. Our future
capital  requirements  will  depend  on many  factors,  including  the  level of
investment we make in new technologies and improvements to existing technologies
and the levels of monthly expenses required to launch new products and services.

Liquidity and Capital Resources, Years ended December 31, 1998 and 1997

     Prior to the initial  public  offering,  MapQuest  financed its  operations
primarily  through  the  private  placement  of equity  securities,  funds  from
operations  and bank  borrowings.  As of December  31,  1998,  MapQuest had $0.6
million of cash and cash equivalents.

     MapQuest's days sales outstanding in accounts  receivable,  calculated on a
quarterly  basis,  were 86 days  and 87 days at  December  31,  1997  and  1998,
respectively.  However,  due to  revenues  fluctuating  on a  quarter-to-quarter
basis,  average days sales  outstanding in accounts  receivable may periodically
exceed  90 days.  The  average  collection  period  is a result  of the  payment
practices of some of MapQuest's customers.

     Net cash used in  operating  activities  was $9.5  million in 1997 and $0.8
million in 1998.  In 1997,  cash used by operating  activities  was  primarily a
result of the net loss and  increased  working  capital.  In 1998,  cash used by
operating activities was primarily a result of the net loss.

     Net cash  provided by financing  activities  was $11.4  million in 1997. In
1997,  cash provided by financing  activities was primarily  attributable to net
proceeds from the issuance of convertible preferred stock.

                                       20

<PAGE>

     Net cash used in  investing  activities  was $1.3  million in 1997 and $1.1
million in 1998. Cash used in investing  activities in each period was primarily
related to purchases of property and equipment.

New Accounting Pronouncements

     In December 1999, the  Securities  and Exchange  Commission  released Staff
Accounting   Bulletin   ("SAB")  No.  101  "Revenue   Recognition  in  Financial
Statements."  SAB 101, as amended,  provides  additional  guidance  in  applying
generally accepted  accounting  principles for revenue  recognition in financial
statements.  MapQuest  plans to adopt any  changes it believes to be mandated by
the SAB no later than the second  quarter of 2000.  MapQuest does not expect the
SAB to have a material impact on the financial position or results of operations
of MapQuest.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     MapQuest  does not hold  derivative  financial  instruments  or  derivative
equity securities in its investment portfolio. The Company's policy is to invest
excess cash in debt instruments of the U.S. Government and its agencies,  and of
high quality corporate issuers with maturities ranging primarily from one day to
less than six months.  These  securities are subject to  interest-rate  risk and
will decrease in value if interest rates increase.  Due to the short-term nature
of  these   investments,   MapQuest  believes  that  the  risk  associated  with
interest-rate  fluctuations  does not pose a material  risk to the Company.  The
Company's  operations  are conducted  primarily in the United States and as such
are not subject to material foreign currency exchange rate risk.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                       21

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
MapQuest.com, Inc.

     We have audited the accompanying balance sheets of MapQuest.com, Inc. as of
December 31, 1998 and 1999, and the related statements of operations, changes in
redeemable  preferred  stock,  common  stock,  and  other  stockholders'  equity
(deficit),  and cash  flows  for each of the  three  years in the  period  ended
December 31, 1999.  Our audits also  included the financial  statement  schedule
listed in the Index at Item 14(a).  These financial  statements and schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position of  MapQuest.com,  Inc. at
December 31, 1998 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion,  the related 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.

                                                    / S / ERNST & YOUNG LLP

Harrisburg, Pennsylvania
March 10, 2000


                                       22

<PAGE>

<TABLE>

                               MAPQUEST.COM, INC.
                                 BALANCE SHEETS
<CAPTION>
                                                                                          December 31
                                                                                    1998               1999
                                                                                ------------------------------
                                      ASSETS
<S>                                                                             <C>                <C>
Current assets:
   Cash and cash  equivalents---------------------------------------------      $   564,087        $19,390,117
   Short-term investments-------------------------------------------------             --           23,565,837
   Accounts receivable, net of allowance for doubtful accounts
       (1998---$469,726; 1999---$601,626)---------------------------------        6,646,882         12,068,695
   Accounts receivable ---  affiliates------------------------------------          127,989            449,220
   Inventories------------------------------------------------------------        1,364,608          1,196,602
   Contract work in progress----------------------------------------------          147,317            428,954
   Prepaid expenses and other current assets------------------------------          481,921          2,168,387
                                                                                -----------        -----------
      Total current assets-----------------------------------------------         9,332,804         59,267,812

Property and equipment, net of accumulated depreciation (1998--$3,433,368;
      1999--$4,932,554)----------------------------------------------             1,844,324          5,011,439

Goodwill, net of accumulated amortization (1998--$127,295;
      1999--$157,846)------------------------------------------------               178,212            147,661

Other assets                                                                         94,901            583,119
                                                                                -----------        -----------
      Total assets---------------------------------------------------           $11,450,241        $65,010,031
                                                                                ===========        ===========

</TABLE>

<TABLE>

<CAPTION>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>                                                                             <C>             <C>
Current liabilities:
   Accounts payable--------------------------------------------------------     $  1,715,133    $  3,245,970
   Current portion of note payable-----------------------------------------           48,108            --
   Accrued personnel costs-------------------------------------------------          561,714       2,393,298
   Advance billings on contracts-------------------------------------------          498,108       1,480,703
   Deferred revenue--------------------------------------------------------        1,207,867       4,080,644
   Other accrued liabilities-----------------------------------------------        1,000,940       3,952,556
                                                                                ------------    ------------
     Total current liabilities-------------------------------------------          5,031,870      15,153,171

  Convertible Redeemable Preferred Stock---Series A, voting, $1.00 per share
     redemption value, aggregate liquidation preference of $6,550,000 in 1998:
           Issued and outstanding shares---6,550,000 in 1998------------------     6,550,000            --

  Cumulative Redeemable Preferred  Stock---Series B, nonvoting, $6.15 per share
     redemption value, aggregate liquidation preference of $8,332,036 in 1998:
       Issued and outstanding shares---1,354,802 in 1998----------------------     8,332,036            --

  Convertible Redeemable Preferred Stock---Series C, voting, $3.51 per share
     redemption value, aggregate liquidation preference of $12,268,292 in 1998:
       Issued and outstanding shares---3,495,354 in 1998-----------------------   11,595,176            --

  Notes receivable arising from issuance of preferred stock--------------------     (290,835)           --

  Stockholders' equity (deficit):
       Common Stock---$.001 par value:
           Authorized shares---100,000,000
           Issued and outstanding shares---336,028 in 1998 and 36,014,307 in
           1999----------------------------------------------------------------          336          36,014
       Notes receivable for common stock---------------------------------------         --          (224,135)
       Additional paid-in capital----------------------------------------------      140,170      88,779,403
       Retained deficit--------------------------------------------------------  (19,908,512)    (38,734,422)
                                                                                ------------    ------------
         Total stockholders' equity (deficit)--------------------------------    (19,768,006)     49,856,860
                                                                                ------------    ------------
         Total liabilities and stockholders' equity (deficit)----------------   $ 11,450,241    $ 65,010,031
                                                                                ============    ============
</TABLE>

                               See accompanying notes.

                                       23

<PAGE>


                               MAPQUEST.COM, INC.

                            STATEMENTS OF OPERATIONS
<TABLE>

<CAPTION>

                                                                            Year ended December 31
                                                                    1997            1998            1999
                                                                    ----            ----            ----
<S>                                                         <C>                  <C>                <C>
Revenues

   Business ..............................................  $  4,762,627         $  6,536,153       $ 13,112,876
   Consumer ..............................................     1,275,900            1,375,900          6,600,898
                                                            ------------         ------------       ------------
   Total business and consumer revenues ..................     6,038,527            7,912,053         19,713,774
   Digital mapping .......................................    15,377,141           16,805,149         14,773,374
                                                            ------------         ------------       ------------
     Total revenues ......................................    21,415,668           24,717,202         34,487,148

Cost of revenues

   Business and consumer .................................     4,535,153            4,808,764         10,634,169
   Digital mapping .......................................    10,767,256           12,837,036         11,370,963
                                                            ------------         ------------       ------------
     Total cost of revenues ..............................    15,302,409           17,645,800         22,005,132
                                                            ------------         ------------       ------------

Gross profit .............................................     6,113,259            7,071,402         12,482,016

Operating expenses

   Sales and marketing ...................................     7,256,519            5,243,377         19,889,205
   Product development ...................................     5,047,744            2,954,510          6,007,755
   General and administrative ............................     1,811,391            2,326,191          6,946,207
                                                            ------------         ------------       ------------
     Total operating expenses ............................    14,115,654           10,524,078         32,843,167

Operating loss ...........................................    (8,002,395)          (3,452,676)       (20,361,151)

Interest income and expense, net .........................       135,888               53,916          1,680,010

Other income .............................................       267,384              243,891            183,515
                                                            ------------         ------------       ------------
Loss before provision for income taxes ...................    (7,599,123)          (3,154,869)       (18,497,626)

Provision for income taxes ...............................           --                   --                 800
                                                            ------------         ------------       ------------
      Net loss ...........................................    (7,599,123)          (3,154,869)       (18,498,426)
                                                                                                    ------------
Less preferred stock dividends and accretion .............    (5,833,651)            (667,223)          (377,490)
                                                            ------------         ------------       ------------
Net loss applicable to common stockholders ...............  $(13,432,774)        $ (3,822,092)      $(18,875,916)
                                                            ------------         ------------       ------------
Basic and diluted loss per share .........................  $     (64.43)        $     (12.09)      $      (0.84)
                                                            ============         ============       ============
Shares used to compute basic and diluted loss per share ..       208,499              316,202         22,374,292


</TABLE>

                             See accompanying notes.


                                       24

<PAGE>


                               MAPQUEST.COM, INC.

       STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK, COMMON STOCK,
                    AND OTHER STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
                                                                                                        Notes
                                                       Convertible    Cumulative       Convertible   Receivable
                                                       Redeemable     Redeemable       Redeemable    Arising from
                                                       Preferred      Preferred        Preferred     Issuance of   Notes
                                                       Stock--        Stock--          Stock--       Preferred     Receivable for
                                                       Series A       Series B         Series C      Stock         Common Stock
                                                       ----------     ----------       -----------   ------------- --------------

<S>                                                  <C>            <C>             <C>             <C>             <C>
Balance at December 31, 1996 ....................    $      --      $  7,331,431    $       --      $    (87,832)   $       --
  Net loss ......................................           --              --              --              --              --
  Payment on notes receivable ...................           --              --              --            21,132            --
  Dividends .....................................           --           484,306            --              --              --
  Exercise of 10,314 options ....................           --              --              --              --              --
  Addition of redemption feature to Series A
     preferred stock ............................      6,550,000            --              --              --              --
  Issuance of 3,495,354 shares convertible
     preferred stock--Series C, net .............           --              --        11,573,009        (224,135)
  Accretion of redeemable preferred stock to
     redemption value ...........................           --              --            63,243            --              --
                                                     ------------    ------------    ------------    ------------    ------------
Balance at December 31, 1997 ....................       6,550,000      7,815,737      11,636,252        (290,835)           --
  Net loss ......................................           --              --              --              --              --
  Dividends .....................................           --           516,299            --              --              --
  Exercise of 119,610 options ...................           --              --              --              --              --
  Issuance of 522,234 warrants ..................           --              --          (192,000)           --
  Issuance of 41,266 warrants for Services ......           --              --              --              --              --
  Accretion of redeemable preferred stock to
     redemption value ...........................           --              --           150,924            --              --
  Compensation related to stock options .........           --              --              --              --
                                                      ------------    ------------    ------------    ------------    -----------
Balance at December 31, 1998 ....................        6,550,000     8,332,036      11,595,176        (290,835)           --
  Net loss ......................................           --              --              --              --              --
  Dividends .....................................           --           327,484            --              --              --
  Issuance of 5,197,990 shares of common stock
     in initial public offering .................           --              --              --              --              --
  Conversion of Series A preferred Stock ........       (6,550,000)         --              --              --              --
  Conversion of Series C preferred Stock ........           --              --       (11,645,182)           --              --
  Conversion of notes receivable arising from
     conversion of stock ........................           --              --              --           290,835        (290,835)
  Accretion of redeemable preferred stock to
     redemption value ...........................           --              --            50,006            --              --
  Redemption of Series B preferred Stock ........           --        (8,659,520)           --              --              --
  Exercise of 2,227,897 warrants ................           --              --              --              --              --
  Exercise of 1,129,947 options .................           --              --              --              --              --
  Payment on notes receivable ...................           --              --              --              --            66,700
                                                       ------------    ------------    ------------    ------------    ------------
Balance at December 31, 1999 ....................      $    --      $       --      $       --      $       --      $   (224,135)
                                                       ============    ============    ============    ============    ============




                                                        Convertible
                                                        Preferred                   Additional
                                                        Stock--        Common        Paid in         Retained
                                                        Series A       Stock         Capital          Deficit
                                                        -----------   -------       ----------       --------

<S>                                                     <C>            <C>           <C>            <C>
Balance at December 31, 1996 ....................       $   65,500     $     206     $1,273,340     $ (2,804,570)
   Net loss .....................................           --              --             --         (7,599,123)
   Payment on notes receivable ..................           --              --             --               --
   Dividends ....................................           --              --             --           (560,025)
   Exercise of 10,314 options ...................           --                10            775             --
   Addition of redemption feature to Series A
      preferred stock ...........................          (65,500)         --       (1,274,115)      (5,210,383)
   Issuance of 3,495,354 shares convertible
      preferred stock--Series C, net ............           --              --             --               --
   Accretion of redeemable preferred stock to
      redemption value ..........................           --              --             --            (63,243)
                                                         ---------      --------     ----------     ------------
Balance at December 31, 1997 ....................           --               216           --        (16,237,344)
   Net loss .....................................           --              --             --         (3,154,869)
   Dividends ....................................           --              --             --           (516,299)
   Exercise of 119,610 options ..................           --               120          7,444             --
   Issuance of 522,234 warrants .................           --              --          192,000             --
   Issuance of 41,266 warrants for Services .....           --              --           53,650             --
   Accretion of redeemable preferred stock to
      redemption value ..........................           --              --         (150,924)            --
   Compensation related to stock Options ........           --              --           38,000             --
                                                         ---------         --------     ----------     - ----------
Balance at December 31, 1998 ....................           --               336        140,170      (19,908,512)
   Net loss .....................................           --              --             --        (18,498,426)
   Dividends ....................................           --              --             --           (327,484)
   Issuance of 5,197,990 shares of common stock
      in initial public offering ................           --             5,198     69,947,893             --
   Conversion of Series A preferred Stock .......           --            17,685      6,532,315             --
   Conversion of Series C preferred Stock .......           --             9,437     11,635,745             --
   Conversion of notes receivable arising from
      conversion of stock .......................           --              --             --               --
   Accretion of redeemable preferred stock to
      redemption value ..........................           --              --          (50,006)            --
   Redemption of Series B preferred Stock .......           --              --             --               --
   Exercise of 2,227,897 warrants ...............           --             2,228         (1,243)            --
   Exercise of 1,129,947 options ................           --             1,130        574,529             --
   Payment on notes receivable ..................           --              --             --               --
                                                      ---------         --------   ------------     ------------
Balance at December 31, 1999 ....................      $    --          $ 36,014   $ 88,779,403     $(38,734,422)
                                                      =========        =========   ============     ============

</TABLE>
                             See accompanying notes.

                                       25

<PAGE>


                            MAPQUEST.COM, INC.

                         STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>                                                                            Year ended December 31
                                                                                     ----------------------
                                                                           1997              1998           1999
                                                                           ----              -----          -----
<S>                                                                      <C>            <C>            <C>
Operating activities
Net loss                                                                 (7,599,123)    $ (3,154,869)  $(18,498,426)
Adjustments to reconcile net loss to net cash used in
operating activities:
   Depreciation......................................................       816,369        1,074,875      1,499,186
   Amortization......................................................        30,550           30,551         30,551
   Provision for doubtful accounts...................................       262,388          271,598        520,125
   Issuance of warrants for services.................................            --           53,650             --
   Compensation expense related to options...........................            --           38,000             --
   Equity in earnings of joint venture...............................      (256,068)        (291,558)      (241,001)
   Dividends received from joint venture.............................       288,556          285,976        245,500
   Loss (gain) on disposal of property and equipment.................        59,758           (3,089)          (946)
   Changes in operating asset and liabilities
      Accounts receivable............................................    (1,115,351)      (1,449,823)    (5,941,938)
      Accounts receivable--affiliates................................        72,400          (70,489)      (321,231)
      Inventories....................................................    (1,182,649)         321,509        168,007
      Contract work in progress......................................       (60,575)         238,461       (281,637)
      Prepaid expenses and other current assets......................      (724,940)         597,426     (1,686,466)
      Other assets...................................................        14,659          (94,638)      (492,717)
      Accounts payable...............................................       448,374          382,447      1,530,837
      Advanced billings on contracts.................................      (688,387)         151,726        982,595
      Deferred revenue...............................................       396,807          702,629      2,872,777
      Accrued personnel costs and other liabilities..................      (257,500)          99,557      4,783,200
                                                                       ------------     ------------    -----------
Net cash used in operating activities................................    (9,494,732)        (816,061)   (14,831,584)
Investing activities
Property and equipment purchases.....................................    (1,354,690)      (1,062,126)    (4,666,301)
Proceeds from disposal of property and equipment.....................        32,264            4,340            946
Purchases of investments.............................................            --               --    (30,379,644)
Sales and maturities of investments..................................            --               --      6,813,807
                                                                       ------------     ------------    -----------
Net cash used in investing activities................................    (1,322,426)      (1,057,786)   (28,231,192)
Financing activities
Proceeds from note payable...........................................       131,468               --             --
Principal payments on debt...........................................       (32,499)         (51,716)       (48,109)
Net proceeds from issuance of common stock...........................            --               --     69,953,091
Redemption of Series B preferred stock...............................            --               --     (8,659,520)
Net proceeds from issuance of Series C convertible preferred stock...    11,348,874               --             --
Exercise of common stock options and warrants........................           785            7,560        576,644
Principal payments received on notes receivable for stock............        21,132               --         66,700
Cash dividends paid..................................................       (74,506)              --             --
                                                                       ------------     ------------    -----------
Net cash provided by (used in) financing activities..................    11,395,254          (44,156)    61,888,806
                                                                       ------------     ------------    -----------
Net increase (decrease) in cash and cash equivalents.................       578,096       (1,918,003)    18,826,030
Cash and cash equivalents at the beginning of year...................     1,903,994        2,482,090        564,087
                                                                       ------------     ------------    -----------
Cash and cash equivalents at the end of the year.....................  $  2,482,090     $    564,087    $19,390,117
                                                                       ============     ============    ===========
Supplemental cash flow information
Stock dividends paid on Preferred Stock Series B.....................  $    484,306     $    516,299    $   327,484
                                                                       ============     ------------    -----------
Dividends accrued on Preferred Stock Series B........................  $     19,540     $         --    $        --
                                                                       ============     ============    ===========
Notes receivable received for stock..................................  $    224,135     $         --    $        --
                                                                       ============     ============    ===========

                                             See accompanying notes.
</TABLE>

                                       26

<PAGE>


                               MAPQUEST.COM, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

1.   Business and Accounting Policies

Business

     In  January  1999,  GeoSystems  Global  Corporation  changed  its  name  to
MapQuest.com, Inc. MapQuest.com, Inc. ("MapQuest" or the "Company") is an online
provider  of  mapping  and   destination   information   through  its   Website,
mapquest.com.  MapQuest's  proprietary  integration  and  editing of  geographic
databases enable it to provide comprehensive mapping solutions to businesses and
provide  customized  maps,  destination  information  and driving  directions to
consumers.  Consumers can also purchase maps and  cartography  information  from
MapQuest's MapStore located on mapquest.com.  In 1999 MapQuest began to focus on
developing  wireless and voice  applications that allow MapQuest users to access
driving directions and find information about various points of interest.

     MapQuest is also a United States  provider of traditional  digital  mapping
products  and  services to the  educational,  reference,  directory,  travel and
governmental  markets.  In addition,  companies that  incorporate  call centers,
CD-ROMs or stand-alone driving direction kiosks into their information  delivery
strategy  require  non-Internet  customized  mapping  solutions.   MapQuest  has
developed its map-enabling  software to promote the rapid development of mapping
applications in these environments.

Revenue Recognition

     Contracts with businesses for Internet  products and services are generally
entered into on an annual  basis and consist of a one-time  setup fee and annual
service or license  fee. The  one-time  setup fee is based on costs  incurred to
initially  integrate the website  connection and is recognized upon installation
of the connection.  The remaining  service or license fee is recognized  ratably
over the contract period.  Revenues recognized under this method are included in
the statements of operations as business revenues.

     Royalty revenues are recognized when earned based on the revenues generated
by the sale of a licensed product or based on the minimum royalty  provisions in
the related contract. Revenue from the sale of licenses to its customers for the
use of MapQuest's  geographic systems or products are generally  recognized upon
delivery  of the  licensed  systems or products  if no  significant  obligations
exist.  Revenue from maintenance or upgrade  obligations are recognized  ratably
over the obligation  period.  MapQuest's license agreements have terms generally
ranging from one to three years.  Substantially  all revenues  recognized  under
these methods are included in the statements of operations as business revenues.

     Revenues  from  long-term  fixed price  contracts  for the  development  of
customized  geographic and cartographic data are recognized on the percentage of
completion method, measured by the percentage of labor hours incurred to date to
estimated total labor hours for each contract.  Revenues recognized in excess of
amounts  billed are  classified as contract work in progress.  Amounts billed to
clients for contracts in excess of revenues recognized to date are classified as
advance  billings  on  contracts.  Revenues  recognized  under  this  method are
included in the statements of operations as digital mapping revenues.

     Advertising  revenue  is  recognized  ratably  over the period in which the
advertisements  are displayed,  provided that no significant  obligations remain
and  collection  of the  resulting  receivable  is  probable.  The  duration  of
MapQuest's  advertising  arrangements  may  range  from one  month to one  year.
MapQuest may guarantee its advertisers a pre-set level of impressions during the
contract period. To the extent minimum guaranteed  impression levels are not met
ratably  over  the  contract   period,   MapQuest  defers   recognition  of  the
corresponding  pro-rata  portion of the  revenues  relating to such  unfulfilled
obligations  until the  guaranteed  impression  levels  are  achieved.  Revenues
recognized  under this method are included in the  statements  of  operations as
consumer revenues.

                                       27

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999

     Barter  revenues are  recognized  in  connection  with  agreements in which
MapQuest  receives  advertising  or other goods and  services  in  exchange  for
content or advertising on mapquest.com.  Barter transactions are recorded at the
lower of estimated fair value of the goods or services received or the estimated
fair value of the content or advertisements given. Barter transactions accounted
for  approximately  1%,  2% and 2% of  revenues  during  1997,  1998  and  1999,
respectively.  Revenues  recognized  under  this  method  are  included  in  the
statements of operations as consumer revenues.

     Revenues from all other services provided and products sold or licensed are
recognized when the services are rendered or delivery of the product is made and
no significant  MapQuest  obligations remain  outstanding.  Revenues  recognized
under this  method are  included  in the  statements  of  operations  as digital
mapping or business revenues.

Product Development

     Product development  expenses in the accompanying  statements of operations
include the costs to develop new products  and  services and to modify  existing
products  and  services,  including  software  and  data.  These  costs  consist
primarily of salaries for product  development  personnel and related  expenses,
contract labor expense,  and consulting fees.  Statement of Financial Accounting
Standards  ("SFAS") No. 86, "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed," requires capitalization of certain software
development costs subsequent to the establishment of technological  feasibility.
Based upon MapQuest's product development process,  technological feasibility is
established  upon  completion  of a working  model.  Costs  incurred by MapQuest
between  completion  of the working  model and the point at which the product is
ready for general release were insignificant in 1997 and 1998. In 1999, MapQuest
capitalized $298,178 of software development costs.

Statements of Cash Flows

     For purposes of the statements of cash flows,  MapQuest  considers all cash
and  highly  liquid  investments  with a maturity  of three  months or less when
purchased to be cash equivalents.

Investments

     The Company invests  certain of its excess cash in debt  instruments of the
U.S.  Government and its agencies,  and of high quality corporate  issuers.  All
highly liquid instruments with original maturities greater than three months but
less than twelve months when purchased are considered short-term investments. In
accordance with SFAS No. 115,  "Accounting  for Certain  Investments in Debt and
Equity   Securities,"   MapQuest   classifies  its   investment   securities  as
available-for-sale.  Unrealized  holding  gains and losses at December  31, 1999
were not significant.

Fair Values of Financial Instruments

     The carrying amounts of cash and cash equivalents,  short-term investments,
notes  receivable  and notes  payable  approximate  fair  value  because  of the
short-term maturity of these instruments.

Inventories

     Inventories  are carried at the lower of cost or market using the first-in,
first-out (FIFO) method.

Property and Equipment

     Property and equipment consisting primarily of computer hardware are stated
at historical cost. Depreciation is computed principally using the straight-line
method over the estimated useful life of assets ranging from 3 to 5 years.

                                       28

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


Goodwill

     Goodwill, principally from the acquisition of Maryland Cartographics,  Inc.
in July  1994,  represents  the  excess of cost over  fair  value of net  assets
acquired and is being amortized over 10 years using the straight-line method.

Accounting for Stock-Based Compensation

     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
Compensation."  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using  existing  accounting  rules  prescribed by Accounting  Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", ("APB 25") and
related  interpretations  with  pro  forma  disclosure  of what net  income  and
earnings  per share  would  have been had the  Company  adopted  the fair  value
method.  The  Company  accounts  for  its  stock-based   compensation  plans  in
accordance with the provisions of APB 25.

Advertising Costs

     Advertising  costs are  expensed as incurred.  Advertising  costs for 1997,
1998 and 1999  amounted to  approximately  $779,000,  $742,000  and  $4,563,710,
respectively,  and include barter  advertising  costs for 1997, 1998 and 1999 of
$148,000, $538,000 and $777,000, respectively.

Investment in Joint Venture

     The Company's 50 percent-owned joint venture,  Donnelly Spatial Data LP, is
accounted for by the equity  method.  The joint venture is engaged in providing,
among other things, highway trip routing products and services.  Income from the
joint  venture is included as a component of Other Income and was  approximately
$256,000 in 1997, $292,000 in 1998 and $241,000 in 1999.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

General and Administrative Expenses

     The Company recorded $1.7 million of  non-recurring  expenses in the fourth
quarter of 1999.  These  consisted  of  charges  related  to  transaction  costs
associated with potential  acquisitions that were not consummated,  and expenses
associated with certain third-party patented technology used by mapquest.com.

New Accounting Pronouncements

     In December 1999, the  Securities  and Exchange  Commission  released Staff
Accounting   Bulletin   ("SAB")  No.  101  "Revenue   Recognition  in  Financial
Statements."  SAB 101,  as  amended,  provides  additional  guidance in applying
generally accepted  accounting  principles for revenue  recognition in financial
statements.  MapQuest  plans to adopt any  changes it believes to be mandated by
the SAB no later than the second  quarter of 2000.  MapQuest does not expect the
SAB to have a material impact on the financial position or results of operations
of MapQuest.

                                       29

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


2.   Merger with America Online, Inc.

     On December 22,  1999,  the Company  announced  that it will be acquired by
America  Online  in an  all-stock  transaction  pursuant  to a merger  agreement
executed on December 21, 1999.  Shareholders  of MapQuest  will receive  0.31558
shares of America  Online common stock for each share of MapQuest  common stock.
The  transaction is expected to close in the spring of 2000,  subject to various
conditions including customary regulatory approvals and the approval of MapQuest
shareholders. The transaction will be accounted for as a pooling-of-interests by
America Online.

3.   Debt Arrangements

     MapQuest  had  a  $5,000,000  secured  line  of  credit  with  a  financial
institution payable on demand.  Borrowings under the line of credit were limited
to 80% of MapQuest's  qualified accounts  receivable that were within 90 days of
invoice.  Under the  agreement,  MapQuest could choose an interest rate based on
the following options: prime rate, a fixed rate as offered by the bank from time
to time for varying  periods up to 180 days, or at the LIBOR rate plus 1.75% for
periods of 30, 60, 90 or 180 days.  No amount was drawn on the line at  December
31, 1998 or 1999. As of December 31, 1999, the line of credit had expired.

     MapQuest  entered  into a promissory  note during 1997.  Terms of repayment
required thirty consecutive monthly payments of principal and interest. Interest
on the outstanding  principal was fixed at a rate of 9%. This note was satisfied
during 1999.

4.   Inventories

     Inventories are comprised of the following:

                                                  December 31
                                         --------------------------
                                              1998           1999
                                         --------------------------
Materials.............................   $   96,006      $   52,219
Work-in process ........................    336,123         143,313
Finished goods .........................    932,479       1,001,070
                                         ----------      ----------
                                         $1,364,608      $1,196,602
                                         ==========      ==========


5.       Preferred Stock and Stockholders' Equity

Restated Certificates of Incorporation

     On July 17, 1997,  MapQuest filed a Restated  Certificate of  Incorporation
with the State of Delaware in conjunction with the purchase and sale of Series C
Preferred Stock. The Restated  Certificate of Incorporation  authorized MapQuest
to issue 35,000,000  shares,  of which 20,000,000  shares were designated Common
Stock and 15,000,000  shares were designated  Preferred  Stock. Of the Preferred
Stock,  6,550,000  shares were designated  Series A Preferred,  2,000,000 shares
were designated  Series B Preferred,  3,800,000 shares were designated  Series C
Preferred and 2,650,000 shares were undesignated as to series.

     On April 27, 1999,  MapQuest filed a Restated  Certificate of Incorporation
with the State of Delaware in  conjunction  with the  Company's  initial  public
offering. The Restated Certificate of Incorporation authorizes MapQuest to issue
105,000,000  shares, of which 100,000,000 shares are designated Common Stock and
5,000,000 shares are undesignated  Preferred Stock. This Restated Certificate of
Incorporation became effective upon the effectiveness of MapQuest's registration
statement in connection with its initial public offering.

                                       30

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


Initial Public Offering

     During April 1999, the Board of Directors and the stockholders authorized a
2.7-for-1 split of MapQuest's common stock. In addition,  the Board of Directors
and the  stockholders  authorized and approved the amendment and  restatement of
MapQuest's  Certificate of Incorporation such that MapQuest has the authority to
issue an  aggregate  of  105,000,000  shares of  capital  stock,  consisting  of
100,000,000  shares of common  stock,  par value $0.001 per share and  5,000,000
shares of preferred stock, par value $0.01 per share.  This amended and restated
Certificate  of  Incorporation   became  effective  upon  the  effectiveness  of
MapQuest's   registration   statement  for  its  initial  public  offering.  All
references to common shares, per common share, and par value per common share in
the financial  statements give retroactive  effect to the common stock split and
change in par value per  common  share.  Upon the  effectiveness  of  MapQuest's
registration  statement for its initial public  offering,  MapQuest  adopted the
1999 Stock Plan pursuant to which 3,645,000 shares of common stock were reserved
for future  issuance and established an employee stock purchase plan under which
a total of 1,755,000 shares of common stock could be made available for sale. In
connection with the merger with America  Online,  Inc. (see Note 2), MapQuest is
precluded from implementing the employee stock purchase plan.

     In May 1999,  MapQuest  completed an initial  public  offering of 4,600,000
shares of its common stock at a public  offering  price of $15 per share,  which
generated approximately $61.6 million in net proceeds to MapQuest.

     Upon the closing of MapQuest's  initial public offering in May 1999, all of
the outstanding  shares of MapQuest's Series A and Series C Preferred Stock were
converted  into  27,122,455  shares of common  stock and all of the  outstanding
shares of MapQuest's  Series B Preferred  Stock were redeemed for  approximately
$8.7 million.

     During June 1999, in connection  with MapQuest's  initial public  offering,
the underwriters of the offering exercised an over-allotment  option for 597,990
shares of MapQuest's  common stock at the initial  public  offering price of $15
per  share,  which  generated  approximately  $8.3  million in net  proceeds  to
MapQuest.

Series A Preferred Stock

     As of December 31, 1997 and 1998, and through its initial public  offering,
MapQuest was authorized to issue 6,550,000 shares of noncumulative, convertible,
voting Series A Preferred Stock.  Effective July 17, 1997, a redemption  feature
was added and the issued and  outstanding  shares were  reclassified  outside of
stockholders'  equity.  Each  share of Series A  Preferred  Stock  automatically
converted into 2.7 shares of Common Stock upon the closing of MapQuest's initial
public  offering  during May 1999. Each share of Series A Preferred Stock issued
and  outstanding  had a number of votes equal to the number of shares into which
such  share of Series A  Preferred  Stock  were then  convertible.  The Series A
Preferred  Stock was  redeemable  at the  option of the  holders  under  certain
circumstances. No dividends could be paid on the Series A Preferred Stock unless
MapQuest had fulfilled its dividend  obligations on the Series B Preferred Stock
and Series C Preferred  Stock.  The Series A Preferred  Stock had an annual cash
dividend rate of $.075 per share when and as declared by the Board of Directors.

     Pursuant to the terms of the stock  purchase  agreement  dated  October 31,
1994, MapQuest sold 215,000 shares of its Series A Preferred Stock at a purchase
price of $1 per share to  MapQuest's  then  existing  management.  The aggregate
purchase  price of $215,000  was paid  $127,500 in cash and $87,500 in notes due
October 31, 1999. The notes bear interest at a rate of 7.5% compounded annually.
Payments  are due  annually in an amount that is the lesser of  one-fifth of the
principal  balance or 50% of any bonus to which each  employee is entitled.  The
notes are secured by the shares  purchased,  with shares  released to the extent
each note is paid. At December 31, 1998 and 1999,  outstanding  notes receivable
in conjunction with this stock purchase were $35,200 and $0, respectively.

     On March 26, 1996,  pursuant to the terms of an Employment  Agreement dated
October 31, 1994, the Company sold 35,000 shares of its Series A Preferred Stock
at a  purchase  price of $1 per share to a member of  MapQuest's  then  existing
management.  The aggregate purchase price of $35,000 was paid $3,500 in cash and
$31,500 in a note due October  31,  2000.  The note bears  interest at a rate of
7.5%  compounded  annually.  The  repayment  terms were  modified  pursuant to a
severance agreement in 1997. The payment of the note, inclusive of interest,  is
due on the

                                       31

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


earlier  of  September  30,  2000 or the  date on  which  the  severed  employee
transfers all shares of the employee's  Series A Preferred Stock or common stock
into which they are converted.  The note is secured by the shares purchased with
shares  released to the extent the note is paid.  At December 31, 1998 and 1999,
outstanding  notes  receivable  in  conjunction  with this stock  purchase  were
$31,500 and $0, respectively.

Series B Preferred Stock

     As of December 31, 1997 and 1998, and through its initial public  offering,
MapQuest was authorized to issue  2,000,000  shares of  cumulative,  redeemable,
nonvoting  Series B  Preferred  Stock.  Holders of shares of Series B  Preferred
Stock were  entitled to a  cumulative  dividend,  payable  semiannually,  at the
annual rate of $.46125 per share with respect to  dividends  payable on or prior
to December  31, 1997 and $.39975 per share with  respect to  dividends  payable
after  December 31, 1997. The dividend could be paid in cash or a combination of
cash and additional shares of Series B Preferred Stock; however, at least 13.33%
of the  dividend  payable in any  period on or prior to  December  31,  1997 was
payable in cash.  As of December 31,  1998,  there were no dividends in arrears.
The Series B  Preferred  Stock was  redeemable  at the option of the holders and
MapQuest under certain circumstances.

     During 1997, 1998 and 1999 MapQuest recorded  dividends  totaling $558,812,
$516,299  and  $327,484,  respectively,  on  Series  B  Preferred  Stock.  These
dividends included cash dividends of $74,506,  $0 and $0, and stock dividends of
$484,306,  $516,299 and $327,484, during 1997, 1998 and 1999, respectively.  The
stock  dividends  were based on the  issuance of  additional  shares of Series B
Preferred Stock of 78,749,  83,951 and 53,250 shares during 1997, 1998 and 1999,
respectively, using a value of $6.15 per share.

     The Series B Preferred  Stock was redeemed in  connection  with  MapQuest's
initial public offering during May 1999.

Series C Preferred Stock

     As of December 31, 1997 and 1998, and through its initial public  offering,
MapQuest was authorized to issue 3,800,000 shares of noncumulative,  redeemable,
convertible,  voting Series C Preferred Stock.  Each share of Series C Preferred
Stock automatically  converted into 2.7 shares of Common Stock, upon the closing
of MapQuest's  initial public  offering  during May 1999. Each share of Series C
Preferred Stock issued and outstanding had a number of votes equal to the number
of  shares  into  which  such  share  of  Series C  Preferred  Stock  were  then
convertible.  The Series C Preferred  Stock had an annual cash  dividend rate of
$.26325 per share when and as declared by the Board of  Directors.  The Series C
Preferred  Stock was  redeemable  at the  option of the  holders  under  certain
circumstances.

     Pursuant to the terms of the stock purchase  agreement dated July 17, 1997,
MapQuest  sold  3,431,498  shares of its Series C Preferred  Stock at a purchase
price of $3.51 per share.  The aggregate  purchase price of $12,044,558 was paid
in cash. The difference between the aggregate purchase price net of the warrants
issued  during 1998 was being  accreted to the  redemption  value  through 2002.
Accretion  totaled  $63,243,  $150,924 and $50,006  during 1997,  1998 and 1999,
respectively.

     On November 1, 1997,  MapQuest sold 63,856 shares of its Series C Preferred
Stock at a purchase  price of $3.51 per share to members of the  Company's  then
existing  management.  The  aggregate  purchase  price of  $224,135  was paid by
$224,135  in notes due  November 1, 2004.  The notes bear  interest at a rate of
7.0%  compounded  annually.  Payments are due  annually,  commencing in the year
2000, in an amount that is the lesser of one-fifth of the  principal  balance or
50% of any bonus to which each employee is entitled.  The note is secured by the
shares  purchased  with  shares  released  to the  extent  the note is paid.  At
December 31, 1998 and 1999, outstanding notes receivable in connection with this
stock purchase were $224,135.

                                       32

<PAGE>


                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


Employee Stock Purchase Plan

     As of December 31, 1999,  1,755,000 shares of MapQuest's  Common Stock were
reserved  for issuance  under the  Employee  Stock  Purchase  Plan,  under which
eligible employees may purchase Common Stock through payroll  deductions,  which
may  not  exceed  10%  of  an  employee's   compensation,   subject  to  certain
limitations.  In connection with the merger with America Online,  Inc. (see Note
2), MapQuest is precluded from implementing the Employee Stock Purchase Plan.

Common Stock

     As of December  31,  1999,  MapQuest  has a total of  14,046,343  shares of
Common Stock reserved for future issuance.

6.   Stock Options and Warrants

     As of December 31, 1999,  5,074,682 shares of MapQuest's  Common Stock were
reserved for issuance under the MapQuest.com, Inc. 1995 Stock Option Plan, under
which the Company may grant stock options to key employees and consultants. Each
option  entitles the holder to purchase  from MapQuest one share of Common Stock
at an exercise  price which shall not be less than the fair market  value of one
share of stock on the date of grant.  These  options  vest  generally  over five
years and expire ten years from the date of grant.

     As of December 31, 1999,  3,645,000 shares of MapQuest's  Common Stock were
reserved  for  issuance  under the 1999 Stock Plan,  under which the Company may
grant any combination of stock options, stock appreciation rights, restricted or
unrestricted  share awards,  phantom stock and performance  awards to employees,
officers and directors of MapQuest and its subsidiaries.

                                       33

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


     Changes during the years ended December 31, 1997,  1998 and 1999 in options
outstanding were as follows:

<TABLE>
<CAPTION>
                                           Number of          Exercise Price
                                            Options             Per Option
                                            -------             ----------
     <S>                                 <C>                  <C>
     Balance at January 1, 1997.........   3,207,014          $0.04-$0.37
     Granted during 1997................     933,678             $   0.37
     Exercised..........................      (3,240)            $   0.04
     Exercised..........................      (6,210)            $   0.06
     Exercised..........................        (864)            $   0.37
     Forfeited..........................    (268,855)            $   0.04
     Forfeited..........................     (24,840)            $   0.06
     Forfeited..........................     (80,022)            $   0.37
                                         -----------             --------
     Outstanding at December 31, 1997...   3,756,661          $0.04-$0.37
     Granted during 1998................   2,218,050             $   0.37
     Exercised..........................     (78,570)            $   0.04
     Exercised..........................     (33,750)            $   0.06
     Exercised..........................      (7,290)            $   0.37
     Forfeited..........................    (551,855)            $   0.04
     Forfeited..........................    (135,000)            $   0.06
     Forfeited..........................    (320,596)            $   0.37
                                         -----------             --------
     Outstanding at December 31, 1998...   4,847,650          $0.04-$0.37
     Granted............................   1,629,160        $10.44-$15.25
     Granted............................     307,500        $16.19-$19.69
     Granted............................      29,500        $24.63-$28.00
     Exercised..........................    (565,699)            $   0.04
     Exercised..........................     (16,700)            $   0.06
     Exercised..........................    (507,548)            $   0.37
     Exercised..........................     (40,000)       $10.44-$15.25
     Forfeited..........................        (219)            $   0.04
     Forfeited..........................        (648)            $   0.37
     Forfeited..........................     (92,610)       $10.44-$15.25
     Forfeited..........................     (25,000)       $16.19-$19.69
                                         -----------        -------------
     Outstanding at December 31, 1999...   5,565,386        $ 0.04-$28.00
                                         ===========        =============
</TABLE>


     During  June 1998,  MapQuest  accelerated  the  vesting  and  extended  the
exercise  period of options in  connection  with a severance  agreement  for the
former President and recorded compensation expense of $38,000.

     The consummation of the initial public offering during May 1999 resulted in
the  acceleration  of the vesting of 1,484,954  options to purchase common stock
and the  announcement of the merger with America  Online,  Inc., on December 22,
1999  resulted in the  acceleration  of the vesting of  2,273,051  of options to
purchase common stock in accordance with the provisions of the 1995 Stock Option
Plan and option grant agreements.

     Pro forma information regarding net loss and net loss per share is required
by SFAS 123,  and has been  determined  as if  MapQuest  had  accounted  for its
employee stock options under the fair value method of that statement.  No factor
for volatility has been reflected in the option pricing  calculation  for grants
made prior to MapQuest's initial public offering.  For grants made subsequent to
the initial public  offering,  MapQuest used a volatility  factor of 65.3%.  The
fair value of the options was  estimated at date of grant using a  Black-Scholes
option pricing model with the following additional assumptions:


                                       34

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


                                             1997          1998        1999
                                             ----          ----        ----
     Average risk free interest rate......   6.10%         5.24%       5.00%
     Dividend yield.......................    0.0%          0.0%        0.0%
     Average life......................... 5 years       5 years     5 years


     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because MapQuest stock options have  characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. MapQuest's pro
forma information is as follows:

                                          1997            1998         1999
                                          ----            ----         ----
Pro forma net loss applicable
    to Common Stockholders ..        $(13,432,774)    $(3,822,092) $(20,329,351)
Pro forma basic and diluted
    loss per share ..........        $     (64.43)    $    (12.09) $      (0.91)


     Additional  information with respect to outstanding  options as of December
31, 1999 is as follows:


<TABLE>
<CAPTION>
                                                                     Options
                                         Options Outstanding       Exercisable
                                    ----------------------------   ----------
                                                Weighted Average
                                    Number of       Remaining       Number of
             Exercise Prices         Options    Contractual Life     Options
             ---------------         -------         ----            -------
<S>                                  <C>            <C>              <C>
$0.04 .....................          943,965        5.7              943,965
$0.06 .....................          148,810        6.5              148,810
$0.37 .....................        2,664,061        7.5            2,664,061
$10.44-$15.25 .............        1,496,550        9.2            1,261,050
$16.19-$19.69 .............          282,500        9.5                 --
$24.63-$28.00 .............           29,500        9.9                 --
                                 -----------                       ---------
$0.04--$28.00 .............        5,565,386                       5,017,886
                                 ===========                       =========
</TABLE>


     The weighted  average fair value of options granted and priced during 1997,
1998 and 1999 was $0, $0 and $4.54, respectively.

     On December 31, 1998, MapQuest granted 645,570 options for which the
exercise price per share was the initial public  offering price of $15 per share
determined  upon  completion  of the  offering  MapQuest  made  during May 1999.
Accordingly,  these options are excluded from the 1998  disclosures in this Note
and are included in the 1999 disclosures as being granted during 1999.

     On December 21, 1999, MapQuest issued to America Online, Inc. an option and
reserved  common stock in  conjunction  with the merger  agreement for 3,571,661
shares at an exercise price of $27.00 per share.

                                       35

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


Warrants

     As of December 31,  1998,  there were 390,258  warrants  outstanding  under
which each  warrant  entitled  the holder to  purchase  one share of  MapQuest's
common stock for $.04 per share.  These warrants were issued in connection  with
the original Series A Preferred Stock Purchase Agreement dated October 31, 1994.

     As of December 31,  1998,  there were 406,709  warrants  outstanding  under
which each  warrant  entitled  the holder to  purchase  one share of  MapQuest's
common  stock for $1.30 per  share.  The  warrants  were  issued  for  $1,000 in
connection with the Purchase and Sale of Series C Preferred Stock Agreement.

     As of December 31,  1998,  there were 954,147  warrants  outstanding  under
which each  warrant  entitled  the holder to  purchase  one share of  MapQuest's
common stock for $1.04 per share.  The warrants were issued in connection with a
distribution  agreement MapQuest executed in 1997. These warrants were valued at
$0 on the date of grant using the "Black Scholes" option pricing model.

     As of December 31,  1998,  there were 522,231  warrants  outstanding  under
which each  warrant  entitled  the holder to  purchase  one share of  MapQuest's
common stock for $.004 per share.  The warrants  were issued  during May 1998 to
certain  holders of Series C Preferred  Stock in  connection  with the  original
issuance of the Series C Preferred Stock.

     As of December 31, 1998, there were 41,266 warrants outstanding under which
each  warrant  entitled the holder to purchase  one share of  MapQuest's  common
stock for $1.30 per share. The warrants were issued for services  rendered by an
outside party.

     All of the above warrants were exercised during 1999.

7.   Loss Per Share

     The following  table sets forth the  computation  of basic and diluted loss
per share:

<TABLE>

<CAPTION>
                                                             1997           1998            1999
                                                             ----           ----            ----
<S>                                                      <C>            <C>             <C>
Numerator:

     Net loss........................................    $(7,599,123)   $(3,154,869)    $(18,498,426)
     Preferred stock dividends.......................       (560,025)      (516,299)        (327,484)
        Accretion of redeemable preferred stock......        (63,243)      (150,924)         (50,006)
        Addition of redemption feature to preferred
           stock.....................................     (5,210,383)            --               --
                                                         ------------   -----------       ----------
        Numerator for loss per share applicable to
           common stockholders.......................    $(13,432,774)  $(3,822,092)    $(18,875,916)
                                                         ============   ===========     ============
Denominator:
Denominator for basic and diluted loss per share--
      weighted-average shares........................         208,499      316,202        22,374,292
                                                         ============  ==============  ============
Basic and diluted loss per common share..............    $    (64.43)  $   (12.09)     $      (0.84)
                                                         ============   ============    ============

</TABLE>

                                       36

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


     The following  securities  and number of shares have been excluded from the
diluted per share computation as they are antidilutive:

<TABLE>
                                                        1997         1998         1999
                                                        ----         ----          ----
<S>                                                   <C>          <C>              <C>
Convertible redeemable preferred stock Series A ....  6,550,000    6,550,000         --
Convertible redeemable preferred stock Series C ....  3,495,354    3,495,354         --
Stock options ......................................  3,756,661    4,847,650      5,565,386
Stock warrants .....................................  1,751,114    2,314,611         --

</TABLE>

8.   Income Taxes

     No provision  for federal  income  taxes has been  recorded as MapQuest has
incurred net operating  losses  during 1997,  1998 and 1999. A provision of less
than $1,000 has been recorded during 1999 for state income taxes.

     The tax effects of temporary  differences and net operating loss and credit
carryforwards  that give rise to MapQuest's  deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                         December 31
                                                         -----------
                                                      1998           1999
                                                      ----           ----
<S>                                               <C>            <C>
Current deferred tax assets:
   Allowance for doubtful accounts...........        146,324        128,662
   Other.....................................        496,126        738,146
Non-current deferred tax assets:
   Net operating loss and credit
     carryforwards...........................      4,746,255     16,359,850
   Other.....................................             --         19,504
Valuation allowance for deferred tax assets..     (5,041,399)   (16,870,856)
                                                  ----------    -----------

Total deferred tax assets....................        347,306        375,306

Non-current deferred tax liabilities:
   Depreciation..............................       (347,306)      (375,306)
                                                   ---------      ---------

Net deferred tax assets......................      $      --     $       --
                                                   =========     ==========
</TABLE>


     Due to the  uncertainty of the  realization  of the deferred tax assets,  a
valuation allowance has been provided.  The valuation allowance was increased by
$2,618,565,  $1,374,256 and  $11,829,457  for the years ended December 31, 1997,
1998 and 1999, respectively.

     Of the total valuation allowance, $6,358,308 was the result of the exercise
of nonqualified  stock options during 1999. The tax effect of these transactions
for the  Company is a  compensation  deduction  for tax  purposes  totaling  the
difference  between the  exercise  price and the fair value of the shares on the
date of  exercise.  The  exercise of the  nonqualified  options  gave rise to an
additional  permanent tax deduction of  approximately  $17,152,000  for the year
ended December 31, 1999 included as part of the net operating loss carryforward.
In the  future,  any  realized  benefit  of  this  amount  will be  credited  to
additional paid-in capital and not the statement of operations.

     As of December 31, 1999,  MapQuest has net operating loss  carryforwards of
approximately $44,324,000,  which expire between 2009 and 2019, and research and
development tax credit  carryforwards  of approximately  $768,000,  which expire
between 2010 and 2014 for federal tax purposes. The utilization of approximately
$10,300,000  of such net operating  loss  carryforwards  is subject to an annual
limitation of approximately $1,300,000,  pursuant to Section 382 of the Internal
Revenue Code.

                                       37

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


9.   Segment Information

     MapQuest  has  two  reportable  segments:  MapQuest  Business/Consumer  and
Digital  Mapping  Services.  The  MapQuest  Business/Consumer  segment  provides
products and services to address the web-based destination  information needs of
both  businesses  and  consumers.  Business and Consumer  revenues and costs are
combined for this segment because a significant portion of the costs,  primarily
compensation for operations  personnel and related  operations costs, are common
to both  Business  and  Consumer  revenues  and are not  allocated.  The Digital
Mapping Services segment provides  non-internet mapping products and services to
the education,  reference, directory, travel and governmental markets as well as
providing customized mapping solutions to various other customers.  Revenues are
derived principally from the United States.

     The accounting  policies of the segments are the same as those described in
the summary of significant  accounting policies.  MapQuest evaluates performance
based on gross profit and does not allocate  assets to the  reportable  segments
since  management  does  not  evaluate  segment   performance   based  on  asset
information   and  common  assets  are  used  in  the   segments.   Accordingly,
depreciation expense is not included in the information set forth below.

     MapQuest's  reportable  segments are  strategic  business  units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies.


<TABLE>
                                                 Year ended December 31
                                                 ----------------------
                                               1997         1998         1999
                                               ----         ----         ----
                                                      In thousands
<S>                                       <C>          <C>          <C>
Business segment revenues:
   MapQuest business/consumer-trade.....  $  6,038.6   $  7,912.0   $ 19,713.8
   Digital mapping services-trade.......    15,377.1     16,805.1     14,773.3
                                          ----------   ----------   ----------
       Total............................  $ 21,415.7   $ 24,717.1   $ 34,487.1
                                          ==========   ==========   ==========
Business segment profit:
   MapQuest business/consumer...........     1,503.4      3,103.2      9,079.6
   Digital mapping services.............     4,609.9      3,968.1      3,402.4
                                          ----------   ----------   ----------
Total segment profit....................     6,113.3      7,071.3     12,482.0
                                          ----------   ----------   ----------
Reconciling items:
   Operating expenses...................   (14,115.7)   (10,524.1)   (32,843.1)
   Interest income and other ...........       403.3        297.9      1,863.5
                                          ----------   ----------   ----------
Pre-tax loss............................  $ (7,599.1)  $ (3,154.9)  $(18,497.6)
                                          ==========   ==========   ==========
</TABLE>


10.  Leases

     MapQuest leases office space,  warehouse  space and office  equipment under
operating leases. Future lease commitments are as follows:

          2000....................................      $1,635,311
          2001....................................       1,445,938
          2002....................................       1,415,663
          2003....................................       1,025,138
          2004....................................       1,051,708
          Thereafter..............................       2,797,850
                                                         ---------
                                                        $9,371,608
                                                         ==========

     Rental  expense for the years ended  December 31, 1997,  1998 and 1999, was
approximately $1,131,000, $1,033,000 and $1,514,400, respectively.

                                       38

<PAGE>


                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


11.  Retirement Savings Plan

     MapQuest  sponsors  a  defined  contribution  retirement  savings  plan for
substantially  all of its  employees.  Employees may elect to defer up to 15% of
their  salary.  MapQuest  has the  option to match up to 100% of the  employees'
contribution up to 3% of their salary. The expense incurred related to this plan
was $209,235,  $189,512 and $297,143  during the years ended  December 31, 1997,
1998 and 1999, respectively.

12.  Related Party Transactions

     MapQuest paid a management fee of $75,000 to a stockholder  during 1997. In
connection with the Purchase and Sale of Series C Preferred Stock Agreement, the
$75,000 annual  management  fee  arrangement  was terminated  effective July 17,
1997.  MapQuest  incurred rent expense of $35,591 and $16,597  related to leases
with one of its  stockholders  during  1997  and  1998,  respectively.  MapQuest
received a  management  fee from an  affiliate  in the amount of $12,000  during
1997, 1998 and 1999.  MapQuest  recorded sales to its  stockholders of $432,320,
$513,626 and $514,663 during 1997, 1998 and 1999,  respectively.  Also, MapQuest
recorded  sales to other  affiliates of  $1,290,900,  $2,022,000  and $1,998,507
during 1997, 1998 and 1999,  respectively.  As of December 31, 1999,  MapQuest's
accounts receivable-affiliates were $449,220.

13.  Concentration of Credit Risk

     For the years ended December 31, 1997,  1998 and 1999,  sales to MapQuest's
top four customers represented 25%, 18% and 13% of total sales, respectively.

14.  Commitments and Contingencies

Minimum Annual Royalties

     MapQuest has guaranteed  payment of the following  minimum annual royalties
under a distribution agreement for each of the following years:

                                                            Minimum
                                                            Annual
           Year ended December 31                           Royalty
           ----------------------                           -------
           2000....................................       $ 500,000
           2001....................................         500,000
           2002....................................         166,667
                                                         ==========

     MapQuest  has a  commitment  to  purchase  minimum  amounts of  advertising
pursuant to an  advertising  agreement for $3,500,000 and $4,500,000 in 2000 and
2001, respectively.

Contingencies

     Pursuant to an indemnity  obligation,  the Company  defended  Moore U.S.A.,
Inc., in a legal  proceeding  filed by Mark Tornetta on December 14, 1998 in the
United  States  District  Court for the Eastern  District of  Pennsylvania.  Mr.
Tornetta  alleged that Moore  U.S.A.,  Inc.  infringed  his patent  describing a
specific  method for searching real estate  properties.  This case was dismissed
without prejudice on April 30, 1999.

     Rand  McNally  has written a letter to National  Geographic  claiming  that
National  Geographic's  laminated  maps  infringe  upon one of its patents.  The
Company  has  agreed  to take  responsibility  pursuant  to its  indemnification
obligations  and  believes  that this claim will be  settled  for  approximately
$10,000.


                                       39

<PAGE>

                               MAPQUEST.COM, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (Continued)

                                December 31, 1999


     The Company has also been  approached by Unisys  concerning a license under
U.S.  Patent No.  4,558,302,  which covers certain data  compression  technology
commonly referred to as the  Lempel-Zev-Welch or ALZW@algorithm.  Unisys and the
Company are presently engaged in negotiations  concerning a possible settlement.
Unisys has not filed a lawsuit,  although it has  suggested the  possibility  of
litigation  to enforce the '302 patent if  negotiations  are  unsuccessful.  The
Company believes the ultimate resolution of this matter will not have a material
adverse effect on the Company's  financial position,  results of operations,  or
liquidity.  Under the terms of the merger agreement, as described in Note 2, the
Company may not settle certain claims without America Online's consent.

     Universal  Map  Enterprises,  Inc.  filed a lawsuit  against  MapQuest  and
America Online in the United States  District  Court in the Western  District of
New York. In that lawsuit,  Universal Map Enterprises alleges claims against the
Company for breach of contract, conversion and specific performance, and against
America  Online  for  tortious  interference  with  business  arrangements,   in
connection  with an alleged  agreement to sell the Company's  online  electronic
commerce website,  MapStore.com, to Universal Map. Since the commencement of the
action, Universal Map has subsequently agreed to dismiss America Online from the
action  without  prejudice.  Universal  Map is seeking to recover  $1,000,000 in
damages and/or  specific  performance of the alleged  agreement,  plus costs and
fees. The Company and Universal Map have entered into a stipulation  whereby the
Company has agreed not to frustrate  the ability of  Universal  Map to enforce a
judgment  for  specific  performance  against  the  Company if so  rendered.  On
February 18, 2000,  Universal  Map filed a motion for summary  judgment with the
court seeking  summary  disposition  of its claims prior to discovery and trial.
MapQuest's  opposition  to that  motion is set to be filed with the  court.  The
Company denies liability and intends to vigorously contest the motion and defend
the action.  Management  does not expect the claim will have a material  adverse
effect on MapQuest's financial position, results of operations, or liquidity.

     MapQuest  periodically receives notices of claims arising out of the normal
course of business.  Management is not aware of any notices of claims that would
have a material  adverse  effect on MapQuest's  financial  position,  results of
operations, or liquidity.

                                       40

<PAGE>


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

          None.


                                       41

<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

     The  following  table sets forth  certain  information  with respect to the
executive  officers,  key  employees and directors of MapQuest as of the date of
this Report.

Name                         Age                        Position(s)
----                         ---                        -----------
*Michael Mulligan..........    49    Chief Executive Officer, Chairman and
                                       Director
*James Thomas..............    49    Chief Operating Officer, Chief Financial
                                       Officer, Chief Accounting Officer,
                                       Treasurer and Secretary
*William Muenster..........    47    Senior Vice President of Development and
                                       Production
James Hilliard.............    48    Vice President of Digital Mapping Services
James Killick..............    37    Vice President of Product Management
Michael Nappi..............    45    Vice President of Business Solutions
David Ingerman.............    37    Vice President of Marketing
Michael Crosson (1)........    47    Vice President of Advertising Sales
Robert Binford.............    45    Corporate Controller, Assistant Treasurer
                                       and Assistant Secretary
Robert McCormack (2).......    60    Director
John Moragne (3)...........    43    Director
Daniel Nova (3)............    38    Director
Carlo von Schroeter (2)....    36    Director
C. Richard Allen (4).......    46    Director
---------------------------------
* Denotes executive officer.
(1) Served as Vice President of Advertising Sales during fiscal year 1999 and
    resigned his position as of March 6, 2000.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
(4) Served as  director  of MapQuest  during  fiscal  year 1999 and  resigned as
    director as of December 22, 1999.

     Michael  Mulligan  has served as Chief  Executive  Officer and  Chairman of
MapQuest since August 1998.  From May 1995 to June 1998, Mr. Mulligan was Senior
Vice President and General Manager of Corporate Services Interactive at American
Express Travel Related  Services,  where he was  responsible  for developing and
implementing American Express' interactive travel strategy.  Mr. Mulligan was an
independent  consultant  to various  companies  from October 1994 to April 1995.
From  September  1993 to October 1994, Mr.  Mulligan  served as Chief  Operating
Officer of Official Airline Guide, an airline  information  publishing  company.
Mr.  Mulligan  holds a B.A.  from  Wheeling  College and an M.B.A.  from Harvard
Business School.

     James Thomas has served as Chief  Financial  Officer of MapQuest since July
1995 and as Chief Operating  Officer of MapQuest since June 1997. From September
1994 to June 1995, Mr. Thomas was an independent  consultant.  From July 1993 to
August  1994,  Mr.  Thomas was  President of the  publishing  division of Sierra
On-Line, Inc., a multimedia  entertainment  publisher and developer.  Mr. Thomas
holds a B.S.  from the Florida  Institute of Technology  and an M.B.A.  from the
University of Virginia.

     William  Muenster has served as Senior Vice  President of  Development  and
Production of MapQuest since  September 1997. From February 1995 to August 1997,
Mr.  Muenster  served as Unit  President  of  MapQuest's  Mapping  Products  and
Services  Group.  From November 1993 to February  1995, Mr.  Muenster  served as
MapQuest's  Vice  President of  Operations.  Mr.  Muenster holds a B.A. from the
University of Virginia and an M.I.M. from the American Graduate School.

     James Hilliard has served as Vice President of Digital Mapping  Services of
MapQuest since October 1998. From June 1996 to October 1998, Mr. Hilliard served
as MapQuest's  Vice  President of Sales and  Marketing for



                                       42

<PAGE>


Mapping  Products and Services.  From July  1993 to June  1996,  Mr.  Hilliard
served  as  MapQuest's Director of Publisher Services. Mr. Hilliard holds a
B.B.A. and an M.S. from the University of Wisconsin.

     James  Killick  has  served as Vice  President  of  Product  Management  of
MapQuest since January 1998.  From January 1997 to January 1998, Mr. Killick was
MapQuest's  Director of Product  Management.  From January 1996 to January 1997,
Mr. Killick served as MapQuest's Director of Data Products. From January 1995 to
January 1996,  Mr.  Killick was Director of Product  Marketing at Etak,  Inc., a
mapping database company.  From January 1994 to January 1995, Mr. Killick served
as Director of Map Data Products at Etak,  Inc. Mr.  Killick holds a B.Sc.  from
the University of York, England.

     Michael  Nappi has  served  as Vice  President  of  Business  Solutions  of
MapQuest  since October 1997.  From  September  1995 to October 1997,  Mr. Nappi
served as MapQuest's  Director of Business  Development.  Mr. Nappi held various
sales positions with MapQuest from May 1992 to September 1995. Mr. Nappi holds a
B.A. and a B.S. from Kent State University.

     David  Ingerman has served as Vice President of Marketing of MapQuest since
January 1999.  From June 1998 to December  1998,  Mr.  Ingerman was President of
Internet Marketing Associates Consulting, a consulting firm focusing on applying
direct marketing disciplines to the Internet.  From August 1984 to May 1998, Mr.
Ingerman held various  marketing  positions at American  Express.  Mr.  Ingerman
holds a B.A. from the  University of  Pennsylvania  and an M.B.A.  from Columbia
Business School.

     Michael  Crosson  has  served as Vice  President  of  Advertising  Sales of
MapQuest since January 1999. From March 1998 to January 1999, Mr. Crosson served
as the  Managing  Director  of  Eastern  Sales for  NetRatings,  a web  audience
measurement  company.  From January 1993 to March 1998, Mr. Crosson operated his
own consulting business,  developing strategic  advertising and partnerships for
websites.  From April 1992 to August  1996,  Mr.  Crosson  served as Director of
Online Publishing at Scholastic, Inc., a publishing company. Mr. Crosson holds a
B.A. from the University of Arizona. Mr. Crosson resigned from his position with
MapQuest effective as of March 6, 2000.

     Robert Binford has served as Corporate Controller of MapQuest since January
1995.  From  February 1991 to January 1995,  Mr.  Binford  served as a Financial
Manager of MapQuest. Mr. Binford holds a B.S. from the University of Kentucky.

     Robert  McCormack  has served as a director of MapQuest  since May 1998 and
previously  served as a director of MapQuest  from  November  1994 to July 1997.
Since 1993, Mr. McCormack has been a managing director of Trident Capital, Inc.,
the general partner of Trident Capital,  L.P., a private equity investment firm.
Mr. McCormack serves on the board of directors of Illinois Tool Works,  Inc. and
DeVry, Inc. Mr. McCormack holds a B.A. from the University of North Carolina and
an M.B.A. from the University of Chicago.

     John Moragne has served as a director of MapQuest  since  November 1994 and
was Chairman of the board of directors of MapQuest from November 1994 until July
1997.  Since 1993, Mr. Moragne has been a managing  director of Trident Capital,
Inc., the general partner of Trident Capital,  L.P., a private equity investment
firm.  Mr.  Moragne  serves on the board of directors of Daou Systems,  Inc. Mr.
Moragne holds a B.A. from Dartmouth  College,  an M.S. from Stanford  University
and an M.B.A. from Stanford Business School.

     Daniel  Nova has served as a director of  MapQuest  since July 1997.  Since
August  1996,  Mr.  Nova has  served as a general  partner of  Highland  Capital
Partners,  a venture  capital  firm.  Previously,  he was a general  partner  of
CMG@Ventures  from January 1995 to August 1996 and a Senior  Associate at Summit
Partners  from June 1991 to January  1995.  Mr. Nova is a director of eToys,  an
online  retailer of toys,  Lycos,  Inc.,  an online  portal and several  private
companies.  Mr.  Nova  received a B.S. in Computer  Science and  Marketing  with
honors from Boston College and an M.B.A. from Harvard Business School.

     Carlo von Schroeter  has served as a director of MapQuest  since July 1997.
Mr. von Schroeter is a General  Partner of Weston  Presidio  Capital,  a private
equity  partnership  with over $900 million under  management.  Prior to joining
Weston  Presidio  Capital at its inception in September  1992, Mr. von Schroeter
was a Vice President with


                                       43

<PAGE>


Security Pacific Capital. Mr. von Schroeter serves on the boards of directors of
NOVA Pb, U.S. Netting,  Star International  Holdings,  and The Lion Brewery. Mr.
von Schroeter holds a B.S. from Queen's  University,  Canada and an M.B.A.  from
Harvard Business School.

     C. Richard Allen has served as a director of MapQuest since May 1998. Since
December 1997, Mr. Allen has served as the President and Chief Executive Officer
of National  Geographic  Holdings,  Inc. Mr.  Allen is also the Chief  Executive
Officer of National  Geographic  Ventures,  a position he has held since October
1997.  From December 1995 to October 1997, Mr. Allen was a Senior Vice President
of Discovery Communications,  Inc., and from February 1993 to December 1995, Mr.
Allen was Deputy  Assistant  to the  President of the United  States.  Mr. Allen
serves on the boards of  directors  of National  Geographic  Ventures,  National
Geographic Television,  National Geographic Holdings,  Inc., National Geographic
Channel and  Destination  Cinema,  Inc.  Mr. Allen holds a B.A.  from  Dartmouth
College and a J.D.  from the  University  of Chicago.  Mr.  Allen  resigned as a
director of MapQuest effective as of December 22, 1999.

     Each officer serves at the discretion of MapQuest's board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
MapQuest's directors, executive officers, and persons who own more than 10% of a
registered class of MapQuest's  equity  securities,  to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership of shares and other equity securities of MapQuest. Directors, officers
and greater than 10%  shareholders  are required to furnish MapQuest with copies
of all Section 16(a) forms they file.

     To  MapQuest's  knowledge,  based  solely on a review of the copies of such
reports  furnished to MapQuest,  during the fiscal year ended December 31, 1999,
all Section 16(a) filing requirements applicable to its directors,  officers and
greater than 10% beneficial  owners were complied with except (i) David Ingerman
filed a delinquent Form 4 reporting four  transactions;  (ii) each of Michael J.
Mulligan,  William F. Muenster and James W. Thomas, each an executive officer of
MapQuest,  filed a delinquent  Form 4 reporting one  transaction;  (iii) each of
Michael  P.  Crosson  and  William  F.  Muenster  failed  to file a Form 4, each
reporting  one  transaction,  and each  filed a Form 5 on March 16,  2000;  (iv)
Trident Capital Partners Fund-1, L.P. and Trident Capital Partners Fund-1, C.V.,
each part of a group  that  beneficially  owns 10% of the  shares  of  MapQuest,
failed to file a Form 4, each reporting four transactions, and each filed a Form
5 on March 28, 2000; (v) Donald Dixon, Robert McCormack, a director of MapQuest,
John Moragne, a director of MapQuest,  and Rockwell  Schnabel,  each part of the
group  including  Trident  Capital  Partners  Fund-1,  L.P. and Trident  Capital
Partners  Fund-1,  C.V.  that  beneficially  owns 10% of the shares of MapQuest,
failed to file a Form 4, each reporting five transactions, and each filed a Form
5 on March 23, 2000; (vi) Highland Capital Partners III Limited  Partnership and
Highland Management Partners III Limited Partnership,  each part of a group that
beneficially  owns 10% of the shares of MapQuest,  failed to file a Form 4, each
reporting  one  transaction,  and each filed a Form 5 on March 21,  2000;  (vii)
Daniel J. Nova, a director of MapQuest,  Robert Higgins,  and Paul Maeder,  each
part of the group including  Highland Capital  Partners III Limited  Partnership
and Highland  Management Partners III Limited Partnership that beneficially owns
10% of the  shares of  MapQuest,  failed to file a Form 4,  each  reporting  two
transactions,  and  each  filed a Form 5 on  March  21,  2000;  (viii)  Wycliffe
Grousbeck,  part of the group including  Highland  Capital  Partners III Limited
Partnership  and  Highland  Management  Partners  III Limited  Partnership  that
beneficially  owns  10% of the  shares  of  MapQuest,  failed  to file a Form 4,
reporting two  transactions,  and filed a Form 5 on March 23, 2000;  (ix) Weston
Presidio Capital II, L.P. and Weston Presidio Capital Management II, L.P., along
with Michael Cronin,  Philip Halperin,  Michael Lazarus and James McElwee,  each
part of a group that beneficially owns 10% of the shares of MapQuest,  failed to
file a Form 4, each reporting one transaction,  and each filed a Form 5 on March
22, 2000;  (x) Carlo A. von Schroeter,  a director of MapQuest,  part of a group
that beneficially  owns 10% of the shares of MapQuest,  failed to file a Form 4,
reporting  one  transaction,  and filed a Form 5 on March  24,  2000 and (xi) C.
Richard  Allen,  a director of MapQuest  during the fiscal year 1999,  failed to
file a Form 4, reporting one transaction, and filed a Form 5 on March 17, 2000.

Director Terms and Compensation

     The members of the board of  directors  of MapQuest  are divided into three
classes,  each of whose members will serve for a staggered three-year term. Upon
the expiration of the term of a class of directors, directors in that class


                                       44

<PAGE>


will be elected for three-year  terms at the annual meeting of  stockholders  in
the  the  year in  which  their  term  expires.  Independent,  non-institutional
investor directors are paid an annual retainer and will be granted stock options
exercisable  for shares of common  stock.  Directors  who are also  employees of
MapQuest or who are affiliated with  institutional  investors do not receive any
additional compensation for serving on the board of directors.

Compensation Committee Interlocks and Insider Participation

     MapQuest's  compensation  committee currently has two members. In the past,
compensation of executive  officers of MapQuest has been determined by directors
of MapQuest  who were not  officers of MapQuest.  No  interlocking  relationship
exists  between  MapQuest's  board of  directors  and the board of  directors or
compensation   committee  of  any  other  company,   nor  has  any  interlocking
relationship existed in the past.

Limitation of Liability and Indemnification Matters

     MapQuest's  certificate of incorporation  limits the liability of directors
to  the  maximum  extent   permitted  by  Delaware  law.  The  Delaware  General
Corporation Law provides that the personal  liability of a director for monetary
damages  for  breach  of  his or  her  fiduciary  duties  as a  director  may be
eliminated, except for liability for:

o any failure to act in good faith in the best  interests of the  corporation or
  its stockholders;

o acts or omissions not in good faith or which involve intentional misconduct or
  a knowing violation of law;

o unlawful  payments of dividends or unlawful stock  repurchases or redemptions;
  or

o any transaction from which the director derives an improper personal benefit.

     MapQuest's  bylaws  provide that MapQuest will  indemnify its directors and
officers  and may  indemnify  its  employees  and agents to the  fullest  extent
permitted by Delaware law.

     In addition  to the  indemnification  provided  for in its  certificate  of
incorporation and bylaws, MapQuest intends to enter into agreements to indemnify
its directors and officers.  Under these agreements,  MapQuest will be obligated
to  indemnify  its  directors  and  officers  for  expenses,   attorneys'  fees,
judgments,  fines and settlement  amounts incurred by any director or officer in
any action or proceeding  arising out of the director's or officer's services as
a director or officer of:

o MapQuest;

o any subsidiary of MapQuest; or

o any other company or enterprise to which the person  provides  services at the
  request of MapQuest.

     MapQuest  believes that these  provisions  and  agreements are necessary to
attract and retain qualified individuals to serve as directors and officers.

                                       45

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

     The following  table sets forth  information  concerning  the  compensation
received for services rendered to MapQuest by its current executive officers for
the year ended December 31, 1999,  whose total  compensation  in 1999 equaled or
exceeded $100,000:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                   Annual           Long-Term
                                                Compensation       Compensation
                                                ------------          Awards
                                                                    Securities
                                              Salary        Bonus    Underlying     All Other
     Name and Principal Position               ($)           ($)     Options     Compensation
----------------------------------------       ---           ---     -------     ------------

<S>                                          <C>           <C>        <C>            <C>
Michael Mulligan,
     Chief Executive Officer............     $240,000      $145,000         0        $0

James Thomas, Chief Operating Officer and
     Chief Financial Officer............     $151,250       $43,301         0        $0

William Muenster, Senior Vice President of
     Development and Production.........     $145,839       $36,701    50,000        $0

</TABLE>


                        OPTION GRANTS IN LAST FISCAL YEAR

     The following  table sets forth  information  as to options  granted to the
named executive  officers during the year ended December 31, 1999.  MapQuest has
not granted any stock appreciation rights.

<TABLE>

<CAPTION>
                               Individual Grants
                                -----------------
                                                                                Potential Realizable
                                                                                  Value at Assumed
                               Percent of                                         Annual Rates of
                  Number of   Total Options                                         Stock Price
                  Securities    Granted to                                       Appreciation for
                  Underlying   Employees in      Exercise                         Option Term (1)
                   Options     Fiscal Year      Price Per     Expiration       --------------------
      Name         Granted       Year(2)          Share          Date           5%             10%
      ----         -------       -------          -----          ----          ----           ----
<S>                 <C>            <C>            <C>           <C>           <C>            <C>
Michael Mulligan..    --            --              --            --            --             --
James Thomas......    --            --              --            --            --             --
William Muenster..  50,000         3.8%           $11.25        9/2/09        $353,753       $896,480

</TABLE>

---------------------
(1) Potential  realizable  values  are net  of  exercise  price,  but before the
    payment of taxes associated with exercise.  Amounts  represent  hypothetical
    gains that could be achieved for the respective  options if exercised at the
    end of the option term.  The 5% and 10% assumed  annual rates of  compounded
    stock  price  appreciation  are  mandated  by  rules of the  Securities  and
    Exchange  Commission and do not represent  MapQuest's estimate or projection
    of MapQuest's  future common stock prices.  These amounts  represent certain
    assumed rates of appreciation in the value of the common stock from the fair
    market  value on the date of grant.  Actual  gains,  if any, on stock option
    exercises  are dependent on the future  performance  of the common stock and
    overall stock market conditions.  The amounts reflected in the table may not
    necessarily be achieved.
(2) Based on options to  purchase  an  aggregate  of  1,320,590 shares of common
    stock granted to MapQuest employees during the year ended December 31, 1999.

                                       46

<PAGE>


                AGGREGATED STOCK OPTION EXERCISES IN FISCAL 1999
                        AND FISCAL YEAR-END OPTION VALUES

     The  following  table sets forth  information  with respect to  unexercised
options held by the named  executive  officers as of December 31, 1999.  Michael
Mulligan exercised 250,000 options on December 22, 1999.

                          Number of Securities          Value of Unexercised
                     Underlying Unexercised Options     In-the-Money Options
                          at December 31, 1999         at December 31, 1999(1)
                          --------------------         -----------------------
          Name       Exercisable    Unexercisable   Exercisable    Unexercisable
          ----       -----------    -------------   -----------    -------------
Michael Mulligan....   1,694,000         --          $37,593,417        --
James Thomas........     515,675         --           11,553,742        --
William Muenster....     512,915       50,000         11,491,572    $565,625
---------------------

(1)  These  values  have  been  calculated  on the  basis of the price per share
     reported  on the  Nasdaq  as of  December  31,  1999 for the  common  stock
     underlying  the  options,  less the  applicable  exercise  price per share,
     multiplied by the number of shares underlying such options.

Employment Agreements

     William Muenster  Employment  Agreement.  In October 1994, MapQuest entered
into an employment agreement with Mr. Muenster providing for:

o    an initial  base  salary of  $82,500,  subject to annual  increases  at the
     discretion of MapQuest's board of directors;

o    incentive  compensation of an immediately  payable bonus of $10,000 and the
     right to participate in MapQuest's annual bonus program;

o    an annual  bonus of 15% of his base salary if MapQuest  achieves its annual
     budget;  and

o    an  additional  bonus of up to 15% of his base salary for any other  target
     that the board of directors establishes.

     If MapQuest  terminates Mr.  Muenster's  employment  without cause or if he
voluntarily  terminates  his  employment,  he is entitled  to receive  severance
benefits equal to:

o    any salary and bonus earned through the date of his termination;

o    base salary the six-month period after the date of his termination; and

o    health plan benefits for one year following the date of his termination.

     If Mr.  Muenster is  terminated  by MapQuest  for cause,  he is entitled to
receive:

o    his base compensation;

o    all earned and unpaid bonus  compensation  through the termination  date of
     his employment; and

o    health plan benefits for one year following the date of his termination.

In addition,  Mr. Muenster has agreed to  confidentiality,  non-competition  and
non-solicitation provisions.

     Michael Mulligan Employment Agreement. On August 10, 1998, MapQuest entered
into an employment agreement with Mr. Mulligan providing for:

o    an initial  base salary of  $240,000,  subject to annual  increases  at the
     discretion of MapQuest's board of directors; and

o    incentive  compensation  of an  immediately  payable  bonus of $145,000 per
     year,  based on  objectives  and  according  to a plan to be  agreed by Mr.
     Mulligan and MapQuest's board of directors.


                                       47

<PAGE>


     If MapQuest  terminates Mr.  Mulligan's  employment  without  cause,  he is
entitled to receive severance benefits equal to:

o    any salary and bonus earned through the date of his termination; and

o    health  insurance   benefits  for  one  year  following  the  date  of  his
     termination.

     If Mr.  Mulligan  is  terminated  by  MapQuest  for cause or if he  resigns
following the first anniversary of his employment, he is entitled to receive:

o    his base salary; and

o    all earned and unpaid bonus compensation through his termination date.

     In addition,  Mr. Mulligan has agreed to  confidentiality,  non-competition
and non-solicitation provisions.

     In addition,  MapQuest granted Mr. Mulligan  options to purchase  1,944,000
shares of common  stock at an  exercise  price of $0.37 per share.  The  options
granted under the employment agreement,  subject to certain contingencies,  vest
over four years as follows: 16.67% on August 10, 1998, 16.67% on the date of the
initial  public  offering,  16.67% on each of August 10, 1999,  August 10, 2000,
August 10,  2001 and August  10,  2002.  All of Mr.  Mulligan's  options  vested
immediately upon the announcement of MapQuest's merger with America Online.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets forth  information  concerning  the  beneficial
ownership of common stock of MapQuest as of March 23, 2000 for the following:

o    each  person or entity who is known by MapQuest  to own  beneficially  more
     than 5% of the outstanding shares of MapQuest common stock,

o    each of MapQuest's current directors,

o    the chief executive  officer and each of the other most highly  compensated
     executive officers of MapQuest, and

o    all directors and executive officers of MapQuest as a group.

          The number and percentage of shares  beneficially  owned is determined
in  accordance  with  Rule  13d-3 of the  Securities  Exchange  Act of 1934,  as
amended,  and  the  information  is not  necessarily  indicative  of  beneficial
ownership for any other purpose.  Under such rule, beneficial ownership includes
any shares as to which the  individual  or entity has voting power or investment
power and any shares that the individual has the right to acquire within 60 days
of March 23, 2000  through  the  exercise  of any stock  option or other  right.
Unless otherwise  indicated in the footnotes or table, each person or entity has
sole voting and investment  power (or shares such powers with his or her spouse)
with respect to the shares shown as beneficially owned.

          The  calculation  of  percentages  in the  "Percentage  of Outstanding
Shares" column in the table below is based upon the number of shares of MapQuest
common stock issued and  outstanding on March 23, 2000,  plus shares of MapQuest
common stock subject to options held by the respective persons on March 23, 2000
and exercisable within 60 days thereafter.


                                       48

<PAGE>


     Unless  otherwise  indicated  below,  the address for each person or entity
listed below is:

                  c/o MapQuest.com, Inc.
                  3710 Hempland Road
                  Mountville, PA 17554



<TABLE>

<CAPTION>
                                                           Beneficially Owned Securities
                                                           -----------------------------
                                                                      Number of
                                                                       Shares
                                                                    Beneficially
                                                                        Owned
                                                   Total Number of    Includes
                                                        Shares       Securities    Percentage of
                                                     Beneficially    Underlying     Outstanding
                              Name (1)                Owned (2)        Options        Shares
                              --------                ---------        -------        ------
<S>                                                  <C>              <C>           <C>
    Trident Capital Partners Fund--I, L.P. (4)....    9,684,242          --            26.6%
    Trident Capital Partners Fund--I, C.V. (4)....    1,915,731          --             5.3%
        Robert McCormack (3)(5)...................   11,599,973          --            31.8%
        John Moragne (3)(5).......................   11,599,973          --            31.8%
        Rockwell Schnabel (5).....................   11,599,973          --            31.8%
        Donald Dixon (5)..........................   11,599,973          --            31.8%
    Weston Presidio Capital II, L.P. (6)..........    6,844,479          --            18.8%
        Carlo von Schroeter (3)(7)................    6,844,479          --            18.8%
        Michael Cronin (7)........................    6,844,479          --            18.8%
        Michael Lazarus (7).......................    6,844,479          --            18.8%
        James McElwee (7).........................    6,844,479          --            18.8%
        Philip Halperin (7).......................    6,844,479          --            18.8%
    Highland Capital Partners III Limited
       Partnership (8)  ..........................    6,570,665          --            18.0%
    Highland Entrepreneurs' Fund III L.P. (8).....      273,777          --             0.8%
        Daniel Nova (3)(9)........................    6,844,442          --            18.8%
        Robert Higgins (9)........................    6,844,442          --            18.8%
        Paul Maeder (9)...........................    6,844,442          --            18.8%
        Wycliffe Grousbeck (9)....................    6,844,442          --            18.8%
    Michael Mulligan (3)..........................    2,254,542        1,694,000        5.9%
    James Thomas..................................      803,766          515,675        2.2%
    William Muenster .............................      746,390          512,915        2.0%
    Directors & Executive Officers as a group
       (seven persons)............................   29,093,592        2,722,590       74.3%

</TABLE>
----------------

(1)  C. Richard Allen served as a director of MapQuest during fiscal year 1999
     and resigned as a director effective as of December 22, 1999.  Mr. Allen
     is an affiliate of National Geographic Holdings, Inc., a wholly-owned
     indirect subsidiary of National Geographic Society.  As of March 23, 2000,
     National Geographic Holdings, Inc. held 449,018 shares, which represents
     1.2% of MapQuest's outstanding shares as of such date.  Mr. Allen disclaims
     beneficial ownership of these shares, except to the extent of his pecuniary
     interest, if any. The address of  National  Geographic Holdings, Inc.  is
     1145 17th Street,  N.W., Washington, DC 20036.
(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission.  In  computing  the number of shares
     beneficially owned by a person and the percentage ownership of that person,
     shares of common  stock  subject to options  held by that  person  that are
     currently  exercisable or exercisable  within 60 days of March 23, 2000 are
     deemed outstanding.  Such shares,  however,  are not deemed outstanding for
     the purpose of computing  the  percentage  ownership  of any other  person.
     Except  as  indicated  in the  footnotes  to this  table  and  pursuant  to
     applicable community property laws, each stockholder named in the table has
     sole  voting  and  investment  power  with  respect to the shares set forth
     opposite such stockholder's name.
(3)  Director of MapQuest.


                                       49

<PAGE>


(4)  The address of each of Trident Capital Partners  Fund--I,  L.P. and Trident
     Capital  Partners  Fund--I,  C.V., as well as Messrs.  McCormack,  Moragne,
     Schnabel  and  Dixon,  is 2480 Sand  Hill  Road,  Suite  100,  Menlo  Park,
     California 94025.
(5)  Includes  9,684,242 shares held by Trident Capital Partners  Fund--I,  L.P.
     and 1,915,731 shares held by Trident Capital Partners Fund--I, C.V. Messrs.
     McCormack,  Moragne,  Schnabel and Dixon are  officers of Trident  Capital,
     Inc., the general partner of Trident  Capital,  L.P.,  which is the general
     partner  of Trident  Capital  Partners  Fund--I,  L.P.  and the  investment
     general partner of Trident Capital  Partners  Fund--I,  C.V., and therefore
     may be considered to share beneficial  ownership of the shares held by each
     of Trident Capital  Partners  Fund--I,  L.P. and Trident  Capital  Partners
     Fund--I,  C.V.  Messrs.  McCormack,  Moragne,  Schnabel and Dixon  disclaim
     beneficial  ownership  of shares  held by  Trident  Capital,  Inc.  and its
     affiliates, except to the extent of their pecuniary interests, if any.
(6)  The address of Weston  Presidio  Capital II, L.P.,  as well as Messrs.  von
     Schroeter,  Cronin,  Lazarus,  McElwee and Halperin, is One Federal Street,
     21st Floor, Boston, Massachusetts 02110.
(7)  Includes  6,844,479 shares held by Weston Presidio Capital II, L.P. Messrs.
     Cronin,  Lazarus,  McElwee,  von  Schroeter  and  Halperin  are the general
     partners  of Weston  Presidio  Capital  Management  II,  L.P.,  the general
     partner of Weston Presidio Capital II, L.P. and therefore may be considered
     to share the  beneficial  ownership  of the shares held by Weston  Presidio
     Capital II, L.P.  Messrs.  Cronin,  Lazarus,  McElwee,  von  Schroeter  and
     Halperin  disclaim  beneficial  ownership  of these  shares,  except to the
     extent of their pecuniary interests, if any.
(8)  The address of each of Highland  Capital  Partners  III,  L.P. and Highland
     Entrepreneurs' Fund III, L.P., as well as Messrs. Nova, Higgins, Maeder and
     Grousbeck, is Two International Place, Boston, Massachusetts 02110.
(9)  Includes  6,570,665  shares held by Highland  Capital Partners III, Limited
     Partnership  and 273,777 shares held by Highland  Entrepreneurs'  Fund III,
     L.P. Messrs.  Higgins,  Maeder, Nova and Grousbeck are the general partners
     of Highland  Management Partners III, L.P., the general partner of Highland
     Capital  Partners  III  Limited  Partnership,  and the  members of HEF III,
     L.L.C., the general partner of Highland  Entrepreneurs' Fund III, L.P., and
     therefore may be considered to share the beneficial ownership of the shares
     held by each of Highland  Capital  Partners III,  Limited  Partnership  and
     Highland  Entrepreneurs' Fund III, L.P. Messrs.  Higgins,  Maeder, Nova and
     Grousbeck  disclaim  beneficial  ownership of these  shares,  except to the
     extent of their pecuniary interests, if any.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     MapQuest  recorded  sales to R.R.  Donnelley  & Sons  Company of  $514,663.
MapQuest also recorded sales to the National Geographic Society of $1,998,507.




                                       50

<PAGE>


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

   (a) The  following  documents  are filed as part of this  report on Form
       10-K:

              1. The following financial  statements of MapQuest.com,  Inc.
                 are included in Item 8:

                      Balance Sheets - December 31, 1999 and 1998

                      Statements of  Operations - Years ended  December 31,
                      1999, 1998 and 1997

                      Statements of Changes in Redeemable  Preferred Stock,
                      Common   Stock,   and  Other   Stockholders'   Equity
                      (Deficit) - Years ended  December 31, 1999,  1998 and
                      1997

                      Statements  of Cash Flows - Years ended  December 31,
                      1999, 1998 and 1997

                      Notes to Financial Statements - December 31, 1999

             2.   The   following    financial   statement   schedules   of
                  MapQuest.com, Inc. are included in Item 14(d):

                      Schedule II - Valuation and Qualifying Accounts

             All  other  schedules  for  which  provision  is  made  in the
             applicable   accounting   regulation  of  the  Securities  and
             Exchange   Commission  are  not  required  under  the  related
             instructions  or are  inapplicable  and  therefore  have  been
             omitted.

    (b)      Reports on Form 8-K.

             A report on Form 8-K was filed on December 27, 1999, reporting
             the announcement by MapQuest and America Online that they have
             entered into an Agreement and Plan of Merger.

                                       51

<PAGE>


    (c)      The  following  exhibits  are filed as part of this  report on
             Form 10-K:


   EXHIBIT
    NUMBER                              DESCRIPTION
    ------                              -----------

     2.1     Agreement  and Plan of Merger,  dated as of December 21, 1999,
             among  America  Online,   Inc.,  MQ   Acquisition,   Inc.  and
             MapQuest.com,  Inc., including the Stockholders  Agreement and
             the Stock Option Agreement**
     3.1     Restated Certificate of Incorporation of MapQuest.com, Inc.*
     3.2     Restated  By-laws of  MapQuest.com,  Inc.*
     10.1    Cartographic  Product Development,  Publishing,  Marketing and
             Distribution  Agreement,  dated as of April 22, 1997,  between
             National  Geographic Society,  National  Geographic  Holdings,
             Inc., and MapQuest.com, Inc.*
     10.2    Employment  Agreement,  dated as of August 10,  1998,  between
             Michael Mulligan and MapQuest.com, Inc.*
     10.3    Employment  Agreement,  dated as of October 31, 1994,  between
             William Muenster and MapQuest.com, Inc.*
     10.4    MapQuest.com,  Inc. 1995 Stock Option Plan*
     10.5    Amendment No. 1 to MapQuest.com, Inc. 1995 Stock Option Plan*
     10.6    Amendment No. 2 to MapQuest.com, Inc. 1995 Stock Option Plan*
     10.7    Amendment No. 3 to MapQuest.com, Inc. 1995 Stock Option Plan*
     10.8    Amendment No. 4 to MapQuest.com, Inc. 1995 Stock Option Plan*
     10.9    MapQuest 1999 Employee Stock Purchase Plan*
     10.10   MapQuest 1999 Stock Plan*
     21.1    Subsidiaries of MapQuest
     27.1    Financial Data Schedule


    *       Incorporated  by  reference  to the  exhibits  filed  with the
            Registration Statement on Form S-1 of MapQuest.com, Inc. filed
            with the  Securities  and Exchange  Commission  on May 3, 1999
            (Commission File No. 333-72667) and all supplements thereto.

    **      Incorporated  by  reference  to the  exhibits  filed  with the
            Report  on Form  8-K of  MapQuest.com,  Inc.  filed  with  the
            Securities  and  Exchange  Commission  on  December  27,  1999
            (Commission File No. 000-25877) and all supplements thereto.


                                       52

<PAGE>

     (d)

<TABLE>

<CAPTION>
                                         Schedule II - Valuation and Qualifying Accounts

                                                        MapQuest.com, Inc.

                   COL. A                          COL. B           COL. C            COL. D           COL. E
                   ------                          ------           ------            ------           ------

                                                                   Additions
                                                Balance at         ---------
                                                Beginning of     Charged to Costs   Deductions--    Balance at End
                 Description                      Period           and Expenses       Describe        of Period
                 -----------                      ------           ------------       --------        ---------
<S>                                          <C>              <C>               <C>    <C>           <C>
Year Ended December 31, 1999:
     Reserves and allowances deducted from
         asset accounts:
              Allowance for uncollectible
                  accounts...............     $     469,726    $     520,125     $     388,225(1)    $  601,626
Year Ended December 31, 1998:
     Reserves and allowances deducted from
         asset accounts:
              Allowance for uncollectible
                  accounts...............     $     407,136    $     271,598     $     209,008(1)    $  469,726
Year Ended December 31, 1997:
     Reserves and allowances deducted from
         asset accounts:
              Allowance for uncollectible
                  accounts...............     $     433,672    $     262,388     $     288,924(1)    $  407,136

</TABLE>

----------
   (1)    Uncollectible accounts written off, net of recoveries.



                                       53

<PAGE>




SIGNATURES

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

                                                  MAPQUEST.COM, INC


                                                  By:___________________________
                                                       James Thomas
                                                       Chief Financial Officer

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


Date: _____________, 2000                           By:
                                                         Name
                                                         Title:

Date: _____________, 2000                           By:
                                                         Name
                                                         Title:

Date: _____________, 2000                           By:
                                                         Name
                                                         Title:

Date: _____________, 2000                           By:
                                                         Name
                                                         Title:



<PAGE>


                                                                    Exhibit 21.1


                            Subsidiaries of MapQuest


MapQuest.com  Europe,  B.V. - 100% direct  wholly-owned  subsidiary of MapQuest,
organized in accordance with the laws of The Netherlands.


Donnelley  Spatial Data, LP - 50% owned by MapQuest,  a joint venture  formed by
MapQuest and Spatial Data Sciences, Inc., a limited partnership organized in the
State of Delaware.