<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                                   FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
                                       
                                      OR
                                       
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                                       

                       COMMISSION FILE NUMBER 000-20799

                            EARTHLINK NETWORK, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                       
             DELAWARE                                95-4481766
  (STATE OF INCORPORATION)               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                3100 NEW YORK DRIVE, PASADENA, CALIFORNIA 91107
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
                                       
                                (626) 296-2400
                 (REGISTRANT'S TELEPHONE, INCLUDING AREA CODE)
                             --------------------

       Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.01
                                   par value
                             --------------------

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


There were 11,997,884 shares of Common Stock outstanding as of March 31, 1998.
                                       


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--------------------------------------------------------------------------------

<PAGE>
     
                                       
                            EARTHLINK NETWORK, INC.
                         QUARTERLY REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 31, 1998
                                       
                               TABLE OF CONTENTS
                                       
                                    PART I

Item 1.  Condensed Financial Statements and Supplementary Data ...........    1

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................    6

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......   11

Item 4.  Submission of Matters to a Vote of Security Holders..............   11


                                    PART II

Item 6.  Exhibits and Reports on Form 8-K.................................   11


<PAGE>
     



                           EARTHLINK NETWORK, INC.
                           CONDENSED BALANCE SHEET
                                  ASSETS
<TABLE>
<CAPTION>

                                                    December 31, 1997  March 31, 1998
                                                    -----------------  --------------
                                                        (Audited)        (Unaudited)
                                                              (in thousands)
<S>                                                       <C>             <C>
Current assets:
 Cash and cash equivalents                                $16,450         $16,715
 Restricted short-term investment                           1,250           1,250
 Accounts receivable, net                                   2,520           2,923
 Prepaid expenses                                           1,109           1,904
 Deferred transaction costs                                     -           1,270
 Other assets                                                 753             427
                                                          -------         -------
  Total current assets                                     22,082          24,489
Other long-term assets                                        449             563
Property and equipment, net                                23,398          26,465
Intangibles, net                                              958             575
                                                          -------         -------
                                                          $46,887         $52,092
                                                          -------         -------
                                                          -------         -------

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Trade accounts payable                                    $6,472         $10,128
 Accrued payroll and related expenses                       2,316           2,698
 Other accounts payable and accrued liabilities             3,717           6,873
 Current portion of capital lease obligations               7,112           7,692
 Notes payable                                              9,387           5,585
 Deferred revenue                                           3,590           4,385
                                                          -------         -------
  Total current liabilities                                32,594          37,361
Long-term debt                                              8,218           8,257
                                                          -------         -------
  Total liabilities                                        40,812          45,618

Stockholders' equity:
 Common stock                                                 112             120
 Additional paid-in capital                                70,942          77,677
 Warrants to purchase common stock                          1,093           1,153
 Accumulated deficit                                      (66,072)        (72,476)
                                                          -------         -------
  Total stockholders' equity                                6,075           6,474
                                                          -------         -------
                                                          $46,887         $52,092
                                                          -------         -------
                                                          -------         -------
</TABLE>
                 See notes to condensed financial statements

                                     1

<PAGE>

                           EARTHLINK NETWORK, INC.
                      CONDENSED STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                           --------------------
                                                            1997          1998
                                                           ------        ------
                                                               (Unaudited)
                                                           (in thousands, except
                                                             per share amounts)
<S>                                                       <C>            <C>
Revenues:

 Recurring revenues                                       $14,086        $27,270
 Other revenues                                             1,632          1,578
 Incremental revenues                                           -            392
                                                         --------       --------
  Total revenues                                           15,718         29,240

Operating costs and expenses:

 Cost of recurring revenues                                 7,955         14,506
 Cost of other revenues                                       915            705
 Sales and marketing                                        4,961          5,916
 General and administrative                                 3,502          4,513
 Operations and member support                              6,422          9,540
                                                         --------       --------
                                                           23,755         35,180
                                                         --------       --------
 Loss from operations                                      (8,037)        (5,940)
 Interest income                                              165            223
 Interest expense                                            (507)          (687)
                                                         --------       --------
  Net loss                                                $(8,379)       $(6,404)
                                                         --------       --------
                                                         --------       --------
 Basic and diluted net loss per share                     $ (0.92)       $ (0.56)
                                                         --------       --------
                                                         --------       --------
 Weighted average shares outstanding                        9,094         11,373
                                                         --------       --------
                                                         --------       --------
</TABLE>
                  See notes to condensed financial statements

                                      2


<PAGE>

                           EARTHLINK NETWORK, INC.
                      CONDENSED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                        -----------------------
                                                          1997           1998
                                                        -------         ------
                                                              (Unaudited)
                                                            (in thousands)

<S>                                                     <C>              <C>
Net cash (used in) provided by operating activities:    $(12,101)        $3,648
                                                        ---------      --------


Cash flows from investing activities:
 Purchases of property and equipment                      (4,786)        (5,664)
 Purchase of intangible assets                                  -            (9)
 Deferred transaction costs                                     -        (1,270)
                                                        ---------      --------
   Net cash (used in) provided by investing activities    (4,786)        (6,943)
                                                        ---------      --------

Cash flows from financing activities:
 (Payment of) proceeds from notes payable                  (2,225)        1,198
 Proceeds from capital lease obligations                    2,783         2,513
 Principal payments under capital lease obligations          (886)       (1,894)
 Proceeds from initial public offering                     26,371             -
 Proceeds from stock options and warrants exercised             -         1,743
                                                        ---------      --------
   Net cash provided by financing activities               26,043         3,560
                                                        ---------      --------
Net increase in cash and cash equivalents                   9,156           265
Cash and cash equivalents, beginning of period              3,993        16,450
                                                        ---------      --------
Cash and cash equivalents, end of period                  $13,149       $16,715
                                                        ---------      --------
                                                        ---------      --------
</TABLE>


                                       
                                       
                                       
                                       
                  See notes to condensed financial statements

                                       3

<PAGE>
                                      
                            EARTHLINK NETWORK, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

     The condensed financial statements of EarthLink Network, Inc. 
("EarthLink" or the "Company") for the three months ended March 31, 1998 and 
the related footnote information are unaudited and have been prepared on a 
basis substantially consistent with the Company's audited financial 
statements as of December 31, 1997 contained in the Company's Annual Report 
on Form 10-K, as amended, as filed with the Securities and Exchange 
Commission (the "Annual Report").  These financial statements should be read 
in conjunction with the audited financial statements and the related notes 
thereto contained in the Company's Annual Report.  In the opinion of 
management, the accompanying unaudited financial statements contain all 
adjustments (consisting of normal recurring adjustments) which management 
considers necessary to present fairly the financial position of the Company 
at March 31, 1998 and the results of operations and the cash flows for the 
three month periods ended March 31, 1997 and 1998.  The results of operations 
for the three months ended March 31, 1998 are not necessarily indicative of 
the results for the entire year ending December 31, 1998.

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

2.  NET LOSS PER SHARE

     The Company has adopted Statement of Financial Accounting Standards 
(SFAS) No. 128, "Earnings per Share" ("EPS").  SFAS No. 128 requires a dual 
presentation of basic and diluted EPS.  Basic EPS represents the weighted 
average number of shares divided into net income during a reported period. 
Diluted EPS reflects the potential dilution that could occur if securities or 
other contracts to issue common stock were exercised or converted into common 
stock.  However, the Company has not included potential common stock in the 
calculation of EPS as such inclusion would have an anti-dilutive effect.

3.  INCENTIVE STOCK OPTION PLAN

     In February 1998, the Company's 1995 Incentive Stock Option Plan was
amended to increase the number of options available for grant under the plan
from 1,250,000 to 1,850,000.

4. CONVERSION OF UUNET NOTE

     On March 31, 1998, the Company's $5.0 million convertible note payable 
to UUNET Technologies, Inc., and the related accrued interest, were converted 
into 391,515 shares of Common Stock, per the terms of the convertible note, 
at a conversion price of $12.88 per share.

                                       4

<PAGE>
                                       
                            EARTHLINK NETWORK, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS


5. STRATEGIC ALLIANCE WITH SPRINT CORPORATION

     On February 11, 1998, the Company announced its long-term strategic 
alliance with Sprint Corporation.  In connection with this alliance, Sprint 
has tendered to purchase approximately 1.25 million shares of EarthLink's 
Common Stock at $45 per share.  Upon closing of this tender offer, EarthLink, 
by virtue of a merger with a wholly-owned acquisition subsidiary of Dolphin, 
Inc., will become a wholly-owned subsidiary of Dolphin, Inc. and the 
outstanding shares of Common Stock of EarthLink will be exchanged on a 
one-for-one basis with shares of common stock of Dolphin, Inc.  Sprint will 
also receive approximately 4.1 million shares of Dolphin, Inc. Series A 
Convertible Preferred Stock, par value $0.01 per share, in exchange for (i) 
transfer to the Company of Sprint's approximately 130,000 Sprint Internet 
Passport subscribers, (ii) a Marketing and Distribution Agreement including a 
commitment by Sprint to deliver a minimum of 150,000 new subscribers per year 
for five years through its own channels, the right to be Sprint's exclusive 
provider of consumer Internet access services for at least ten years, and the 
right to use Sprint's brand and distribution network for at least ten years, 
(iii) aggregate cash consideration of approximately $24 million, (iv) a 
credit facility of up to $100 million in the form of convertible senior debt 
and, (v) the exclusive right to use certain ports within Sprint's high-speed 
data network for four years.   Dolphin, Inc. was formed solely for the 
purposes of facilitating this transaction and upon consummation thereof 
EarthLink will change its name to EarthLink Operations, Inc. and Dolphin, 
Inc. will change its name to EarthLink Network, Inc.

                                       5

<PAGE>

ITEM  2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING 
UNAUDITED CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES THERETO AND THE 
AUDITED FINANCIAL STATEMENTS AND THE NOTES THERETO.

OVERVIEW

     EarthLink Network, Inc. ("EarthLink" or the "Company") is a leading 
Internet service provider ("ISP") that provides reliable, nationwide Internet 
access and related value-added services to its individual and business 
members, helping them to derive meaningful benefits from the extensive 
resources of the Internet. The Company has experienced rapid member growth 
and has become one of the world's largest ISPs by enhancing its members' 
Internet experience through simple, rapid and reliable access to the 
Internet, high quality service and member support and enhanced services.

     EarthLink provides its members with a core set of features through its 
standard Internet service, which provides unlimited access to the Internet 
and several related value-added services for a flat monthly fee of $19.95. In 
addition, the Company offers a variety of premium services to both its 
individual and business members.  Recurring revenues, which are generally 
paid for in advance with credit cards, consist of monthly fees charged to 
members for Internet access and other ongoing services. Access fees are 
recognized ratably over the period services are provided. Other revenues 
generally represent one-time, non-refundable set up fees and are recorded as 
earned. Incremental revenues are derived from leveraging the Company's member 
base, including online advertising, commissions from electronic commerce, and 
sales of certain products.

     Cost of recurring revenues principally includes telecommunications costs 
and depreciation expense on equipment used in network operations for ongoing 
member services. Included in telecommunications costs are fees paid to UUNET 
Technologies, Inc. ("UUNET") and PSINet, Inc. ("PSINet") for local access to 
their respective nationwide systems of points of presence ("POPs"). Cost of 
other revenues principally includes expenses related to the registration of 
new members, such as bounties paid to third parties for generating new 
members for the Company and licensing fees for software.

     The Company has experienced net losses since it commenced operations. As 
of March 31, 1998, the Company had an accumulated deficit of approximately 
$72.5 million (exclusive of $1.3 million of losses incurred from inception 
through June 19, 1995 which have been reclassified from accumulated deficit 
to common stock as a result of the Company's conversion from S Corporation to 
C Corporation status). The Company has noted a trend of continuing 
improvement in net loss and earnings before interest, taxes, depreciation and 
amortization ("EBITDA"). EBITDA losses were $6.2 million and $3.0 million, 
respectively, for the quarters ended March 31, 1997 and 1998. The improvement 
in EBITDA was primarily due to significant member growth and the Company's 
ability to take advantage of economies of scale to control costs and 
expenses. EBITDA is not determined in accordance with generally accepted 
accounting principles, is not indicative of cash used by operating activities 
and should not be considered in isolation from, an alternative to, or more 
meaningful than measures of performance determined in accordance with 
generally accepted accounting principles. The Company expects that it will 
continue to incur net losses as it continues to expend substantial resources 
on sales and marketing to rapidly increase its member base. There can be no 
assurance that the Company will achieve or sustain profitability or positive 
cash flow from its operations.

     On February 10, 1998, the Company and Sprint entered into a long-term 
strategic alliance. In connection with this alliance, Sprint tendered to 
purchase 1.25 million shares of Common Stock at $45 per share (the "Offer").  
 The Company expects the closing of this offering in June of 1998, upon 
which, EarthLink, by virtue of a merger with a wholly-owned acquisition 
subsidiary of Dolphin, Inc., will become a wholly-owned subsidiary of 
Dolphin, Inc. and the outstanding shares of Common Stock of EarthLink will be 
exchanged on a one-for-one basis with shares of common stock of Dolphin, Inc. 
Sprint will receive approximately 4.1 million shares of Dolphin, Inc. Series 
A Convertible Preferred Stock, par value $0.01 per share, in exchange for (i) 
transfer to the Company of Sprint's approximately 130,000 Sprint Internet 
Passport subscribers, (ii) a Marketing and Distribution Agreement including a 
commitment by Sprint to deliver a minimum of 150,000 new subscribers per year 
for five years through its own channels, the right to be 

                                       6
<PAGE>

Sprint's exclusive provider of consumer Internet access services for at least 
ten years, and the right to use Sprint's brand and distribution network for 
at least ten years, (iii) aggregate cash consideration of approximately $24 
million, (iv) a credit facility of up to $100 million in the form of 
convertible senior debt and, (v) the exclusive right to use certain ports 
within Sprint's high-speed data network for four years.  Dolphin, Inc. was 
formed solely for the purposes of facilitating this transaction and upon 
consummation thereof EarthLink will change its name to EarthLink Operations, 
Inc. and Dolphin, Inc. will change its name to EarthLink Network, Inc.

RESULTS OF OPERATIONS

     The following table sets forth the percentage of total revenues
represented by certain items on the Company's statements of operations for the
periods indicated:

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED
                                                                 MARCH 31,
                                                          --------------------
                                                            1997        1998
                                                          --------     -------
<S>                                                       <C>           <C>

REVENUES: 
  Recurring revenues                                           90%          93%
  Other revenues                                               10            6
  Incremental revenues                                         --            1
                                                             ----         ----
    Total revenues                                            100%         100%
Operating costs and expenses:
  Cost of recurring revenues                                   50           50
  Cost of other revenues                                        6            2
  Sales and marketing                                          32           20
  General and administrative                                   22           15
  Operations and member support                                41           33
                                                             ----         ----
                                                              151%         120%
                                                             ----         ----
  Loss from operations                                        (51%)        (20%)
  Interest expense                                             (3)          (3)
  Interest income                                               1            1
                                                             ----         ----
    Net loss                                                  (53%)        (22%)
                                                             ----         ----
                                                             ----         ----
EBITDA                                                        (39%)        (10%)
                                                             ----         ----
                                                             ----         ----
</TABLE>

RECURRING REVENUES

     The Company experienced substantial growth in revenues for the quarter 
ended March 31, 1998 as compared to the corresponding period of 1997. 
Recurring revenues increased 94% from $14.1 million in the quarter ended 
March 31, 1997 to $27.3 million in the quarter ended March 31, 1998 due to a 
significant increase in the Company's member base.

                                      7
<PAGE>

OTHER REVENUES
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED MARCH 31,
                                                 ------------------------------------------------
                                                               PERCENT                    PERCENT
                                                               OF OTHER                   OF OTHER
                                                   1997        REVENUES        1998       REVENUES
                                                  ------       --------      -------     ---------
                                                         (in thousands, except percentages)
<S>                                               <C>          <C>           <C>            <C>
Dial-up set up fees                               $1,130         69%          $  828         52%
Other set up fees and other revenues                 502         31              750         48
                                                  ------       ----           ------        ---
Total other revenues                              $1,632        100%          $1,578        100%
                                                  ------       ----           ------        ---
                                                  ------       ----           ------        ---

</TABLE>

     Other revenues decreased 3% for the quarter ended March 31, 1998 as 
compared to the corresponding period of 1997 primarily as a result of the 
Company waiving set up fees for dial-up members acquired through certain 
affinity marketing partnerships due to market pressures. This resulted in a 
decrease in dial-up set up fees collected in the quarter ended March 31, 1998 
as compared to the corresponding period of 1997. The Company expects this 
trend to continue for dial-up set up revenue. The decline in the dial-up set 
up fees was offset by increases in other set up fees and other revenues as a 
result of increased sales of premium services.

COST OF RECURRING REVENUES
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED MARCH 31,
                                                 ------------------------------------------------
                                                            PERCENT OF                  PERCENT OF
                                                            RECURRING                   RECURRING
                                                   1997     REVENUES          1998      REVENUES
                                                  ------     ----------      -------    ----------
                                                         (in thousands, except percentages)
<S>                                               <C>          <C>           <C>           <C>
Recurring revenues                                $14,086       100%         $27,270       100%
Cost of recurring revenues                          7,955        56           14,506        53

</TABLE>

     Cost of recurring revenues increased 82% during the quarter ended March 
31, 1998 as compared to the corresponding period of 1997, primarily due to 
the increase in the Company's member base. Cost of recurring revenues was 53% 
of recurring revenues for the quarter ended March 31, 1998 as compared to 56% 
for the corresponding period of 1997. The decrease in the cost of recurring 
revenues as a percentage of recurring revenues was primarily due to the 
Company's ability to more effectively manage and thereby reduce 
communications costs per member and to exploit economies of scale to reduce 
per member costs as the total member base expanded.

COST OF OTHER REVENUES
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED MARCH 31,
                                                 ------------------------------------------------
                                                             PERCENT                    PERCENT
                                                             OF OTHER                   OF OTHER
                                                   1997      REVENUES        1998       REVENUES
                                                  ------     ----------      -------    ---------
                                                         (in thousands, except percentages)
<S>                                               <C>         <C>            <C>        <C>
 Dial-up set up fees                              $1,130          69%         $  828           52%
 Other set up fees and other revenues                502          31             750           48
                                                  ------        ----          ------         ----
 Total other revenues                             $1,632         100%         $1,578          100%
                                                  ------        ----          ------         ----
                                                  ------        ----          ------         ----
</TABLE>

     Cost of other revenues decreased $210,000 or 23% during the quarter 
ended March 31, 1998 as compared to the corresponding period of 1997. The 
decrease was primarily due to a reduction in royalty expense occasioned by 
the renewal of various contracts for licensed software under more favorable 
terms.

                                       8

<PAGE>

SALES AND MARKETING

     Sales and marketing expenses consist primarily of advertising, sales 
commissions, salaries and the cost of promotional material. Sales and 
marketing expenses increased 18% from $5.0 million during the quarter ended 
March 31, 1997 to $5.9 million in the quarter ended March 31, 1998. The 
increase was primarily due to increased emphasis on marketing the Company's 
services, expanding sales and marketing efforts on a nationwide basis, 
increased sales commissions and increased marketing personnel headcount. The 
Company does not defer sales, marketing or other direct costs associated with 
the acquisition of members. These costs are expensed as incurred.

GENERAL AND ADMINISTRATIVE

     General and administrative expenses consist primarily of costs 
associated with the accounting and human resources departments, professional 
expenses, rent, bad debt and compensation. General and administrative 
expenses increased 29%, from $3.5 million in the quarter ended March 31, 1997 
to $4.5 million in the same period of 1998, due to increases in payroll, 
rent, depreciation expenses and credit card fees. The rise in payroll costs 
was primarily due to growth in headcount. The numbers of general and 
administrative employees as of March 31, 1997 and 1998 were 96 and 115, 
respectively. In October 1997, the Company occupied an additional 45,000 
square feet of its existing corporate headquarters facility, and monthly rent 
increased from $45,000 to $73,000. The increase in depreciation expense was 
due to the acquisition of office equipment and the build-out of leasehold 
improvements. The increase in credit card processing fees from $350,000 to 
$619,000 was due to the increase in the Company's member base.

OPERATIONS AND MEMBER SUPPORT

     Operations and member support expenses consist primarily of costs 
associated with technical support and member service, as well as costs to 
register and maintain member accounts. Operations and member support expenses 
increased $3.1 million or 49% from $6.4 million in the quarter ended March 
31, 1997 to $9.5 million in the quarter ended March 31, 1998, reflecting 
management's focus on retaining existing members by providing superior 
services and devoting significant resources to expanding technical support 
and network operations capabilities. The number of employees engaged in 
operations and member support activities was 420 and 718 at March 31, 1997 
and 1998, respectively. The Company also continued to make significant 
investments in improving its customer services functions by investing in 
training programs, hardware and software. The Company intends to continue to 
invest in this area in the future.

INTEREST EXPENSE

     Interest expense increased from $507,000 in the quarter ended March 31, 
1997 to $687,000 in the quarter ended March 31, 1998. The increase in 
interest expense was primarily due to increased borrowings and capital lease 
obligations which were incurred to finance the Company's network 
infrastructure and capital improvements.

INTEREST INCOME

     The increase in interest income from $165,000 in the quarter ended March 
31, 1997 to $223,000 in the quarter ended March 31, 1998 was primarily due to 
an increase in average cash balances available for investment.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

     The Company's operating results may fluctuate significantly in the 
future as a result of a variety of factors, many of which are beyond the 
Company's control. These factors include the rates of, and costs associated 
with, new member acquisition, member retention, capital expenditures and 
other costs relating to the expansion of operations, including upgrading the 
Company's systems and infrastructure, the timing and market acceptance of new 
and upgraded service introductions, changes in the pricing policies of the 
Company and its competitors, changes in operating expenses (including 
telecommunications costs), the introduction of alternative technologies, the 
effect of potential acquisitions, increased competition in the Company's 
markets and other general economic factors. In addition, a significant 
portion of the Company's expenses are fixed; therefore, the Company's 
operating margins are particularly sensitive to fluctuations in revenues.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Cash used in operating activities used was $12.1 million during the 
quarter ended March 31, 1997.  Cash provided by operating activities was $3.6 
million during the quarter ended March 31, 1998, primarily as a result of the 
increase in accounts payable and accrued liabilities of $7.2 million relating 
to network service costs.

     Cash used in investing activities has consisted primarily of capital 
equipment purchases for expansion. Total capital expenditures amounted to 
approximately $4.8 million and $5.7 million for the quarters ended March 31, 
1997 and 1998, respectively. During the quarter ended March 31, 1998, the 
Company incurred approximately $1.3 million in specific incremental 
acquisition costs directly attributable to the Sprint Transaction.

     Cash provided by financing activities was approximately $26.0 million 
and $3.6 million during the quarters ended March 31, 1997 and 1998, 
respectively. In the first quarter of 1997, the Company sold 2,284,750 shares 
of Common Stock in its initial public offering. Net proceeds from the 
offering were approximately $26.4 million.  Lease proceeds for the quarter 
ended March 31, 1998 were $2.5 million. The sale leaseback transactions are 
recorded at cost, which approximates the fair market value of the property 
and, therefore, no gains or losses are recorded. The property continues to be 
depreciated by the Company. A financing obligation representing the proceeds 
is recorded and reduced based upon payments under the lease agreement.

     In connection with an amendment of its agreement with UUNET in October 
1996, the Company issued a $5.0 million, one-year convertible promissory note 
to UUNET. This note, along with accrued interest, was converted into 391,515 
shares of Common Stock at $12.88 per share on March 31, 1998 per the terms of 
the note.

     As of March 31, 1998, the Company had cash and cash equivalents of 
approximately $16.7 million. The Company believes that available cash will be 
sufficient to meet the Company's operating expenses and capital requirements 
for at least the next 12 months. In addition, as a result of the Sprint 
Transaction (assuming the Sprint Transaction closes), EarthLink will obtain 
approximately $24 million in cash and have available a $25 million credit 
facility in the form of convertible debt financing, increasing to $100 
million over a three-year period, at an interest rate of 6% per annum. The 
Company's capital requirements depend on numerous factors, including the rate 
of market acceptance of the Company's services, the Company's ability to 
maintain and expand its member base, the rate of expansion of the Company's 
network infrastructure, the level of resources required to expand the 
Company's marketing and sales programs, information systems and research and 
development activities, the availability of hardware and software provided by 
third-party vendors and other factors. The timing and amount of such capital 
requirements cannot accurately be predicted. If capital requirements vary 
materially from those currently planned, the Company may require additional 
financing sooner than anticipated. The Company has no commitments for any 
additional financing other than the $100 million line of credit from Sprint 
(assuming the Sprint Transaction closes), and there can be no assurance that 
any such commitments can be obtained on favorable terms, if at all. Any 
additional equity financing may be dilutive to the Company's stockholders, 
and debt financing, if available, may involve restrictive covenants with 
respect to dividends, raising future capital and other financial and 
operational matters and may otherwise limit the Company's ability to raise 
additional equity capital. If the Company is unable to obtain additional 
financing as needed, the Company may be required to reduce the scope of its 
operations or its anticipated expansion, which could have a material adverse 
effect on the Company.

"SAFE HARBOR" STATEMENT

     The following "Safe Harbor Statement" is made pursuant to the Private 
Securities Litigation Reform Act of 1995.  Certain of the Statements 
contained in the body of this Report are forward-looking statements (rather 
than historical facts) that are subject to risks and uncertainties that could 
cause actual results to differ materially from those described in the 
forward-looking statements.  With respect to such forward-looking statements, 
the Company seeks the protections afforded by the Private Securities 
Litigation Reform Act of 1995.   These risks 



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<PAGE>

include, without limitation, (1) that the Company will not retain or grow its 
member base, (2) that the Company will fail to be competitive with existing 
and new competitors, (3) that the Sprint Transactions will fail to close, (4) 
that if the Sprint Transactions close, they will not be as beneficial to the 
Company as management anticipates, (5) that the Company will not be able to 
sustain its current growth, (6) that the Company will not adequately respond 
to technological developments impacting the Internet, and (7) that needed 
financing will not be available to the  Company if and as needed.  This list 
is intended to identify certain of the principal factors that could cause 
actual results to differ materially from those described in the 
forward-looking statements included elsewhere herein.  These factors are not 
intended to represent a complete list of all risks and uncertainties inherent 
in the  Company's business, and should be read in conjunction with the more 
detailed cautionary statements included in the Company's Report on Form 
10-K, as amended, for fiscal 1997 as well as the Company's other publicly 
filed reports and documents.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable

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

     On February 19, 1998 the Company held a special meeting of its 
stockholders to approve a proposal to amend its 1995 Stock Option Plan to 
increase the number of shares authorized for grant thereunder from 1,250,000 
to 1,850,000.  The proposal passed by a vote of 8,546,034 votes for and 
70,657 against the matter.  There were 19,562 abstentions and no broker 
non-votes.
                                       
                                    PART II

ITEM 6.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A)  Exhibits.   The following exhibits are filed as part of this report:

     Exhibit No.  Description

     2.1          Investment Agreement dated as of February 10, 1998, among 
                  Sprint Corporation, a Kansas corporation, Sprint 
                  Communications Company L.P., a Delaware limited 
                  partnership, Dolphin, Inc., a Delaware corporation, Dolphin 
                  Sub, Inc., a Delaware corporation, and EarthLink Network, 
                  Inc., a Delaware corporation (incorporated by reference to 
                  Exhibit 2.1 to the Company's Form 8-K filed on February 10, 
                  1998).

    10.1          Governance Agreement, dated as of February 10, 1998, among 
                  Sprint Corporation, a Kansas corporation, Sprint 
                  Communications Company L.P., a Delaware limited 
                  partnership, Dolphin, Inc., a Delaware corporation, and 
                  EarthLink Network, Inc., a Delaware corporation 
                  (incorporated by reference to Exhibit 10.1 to the Company's
                  Form 8-K filed on February 10, 1998).

    10.2          Proposed form of Certificate of Designation, Preferences 
                  and Rights of Series A Convertible Preferred Stock of 
                  Dolphin, Inc. (incorporated by reference to Exhibit 10.2 to 
                  the Company's Form 8-K filed on February 10, 1998).

    10.3          Credit Agreement, dated as of February 10, 1998, between 
                  Dolphin, Inc., a Delaware corporation, and EarthLink 
                  Network, Inc., a Delaware corporation, as Borrowers, and 
                  Sprint Corporation, a Kansas corporation, as Lender 
                  (incorporated by reference to Exhibit 10.3 to the Company's 
                  Form 8-K filed on February 10, 1998). 



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<PAGE>

     10.4         First Amendment to Employment Agreement between the Company 
                  and Charles G. Betty (incorporated by reference to Exhibit 
                  10.9 (b) to the Company's Report on Form 10K for the fiscal 
                  year ended December 31, 1997)

     10.5         Second Amendment to Employment Agreement between the 
                  Company and Charles G. Betty (incorporated by reference to 
                  Exhibit 10.9 (c) to the Company's Report on Form 10K for 
                  the fiscal year ended December 31, 1997)

     10.6         Marketing and Distribution Agreement, dated as of February 
                  10, 1998 among Dolphin, Inc., EarthLink Network, Inc., 
                  Sprint Corporation and Sprint Communications Company L.P. 
                  (incorporated by reference to Exhibit 10.26 of the 
                  Registration Statement on Form S-4 of Dolphin, Inc., File 
                  No. 333-52507)

      10.7        Registration Rights Agreement, dated as of February 10, 1998,
                  among Dolphin, Inc., a Delaware corporation, Sprint 
                  Corporation, a Kansas corporation, and Sprint 
                  Communications Company L.P., a Delaware limited partnership 
                  (incorporated by reference to Exhibit 99.1 to the Company's 
                  Form 8-K filed on February 10, 1998).

      10.8        Stockholders' Agreement, dated as of February 10, 1998, 
                  among EarthLink Network, Inc., a Delaware corporation, 
                  Dolphin, Inc., a Delaware corporation, Sprint Corporation, 
                  a Kansas corporation, Sprint Communications Company L.P., a 
                  Delaware limited partnership, and the persons identified on 
                  Schedule I thereto (incorporated by reference to Exhibit 
                  99.2 to the Company's Form 8-K filed on February 10, 1998).

      10.9        Agreement to Vote Stock, dated as of February 10, 1998, 
                  among the Granting Stockholders named on Schedule A 
                  thereto, Sprint Corporation, a Kansas corporation and 
                  Sprint Communications Company L.P., a Delaware limited 
                  partnership (incorporated by reference to Exhibit 99.3 to 
                  the Company's Form 8-K filed on February 10, 1998).

      10.10       Agreement to Vote and Tender Stock, dated as of February 
                  10, 1998, among the Granting Stockholders named on Schedule 
                  A thereto, Sprint Corporation, a Kansas corporation and 
                  Sprint Communications Company, L.P., a Delaware limited 
                  partnership (incorporated by reference to Exhibit 99.4 to 
                  the Company's Form 8-K filed on February 10, 1998 
                  describing the Sprint related transactions.

      27.1        Financial Data Schedule
        



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<PAGE>

SIGNATURES

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


                                   EARTHLINK NETWORK, INC.



Date:   May 15, 1998               /s/ Charles G. Betty
        ------------               --------------------------------------------
                                   Charles G. Betty, President, Chief Executive
                                   Officer and Director


Date:   May 15, 1998               /s/ Grayson L. Hoberg
        ------------               --------------------------------------------
                                   Grayson L. Hoberg, Vice President - Finance
                                   and Administration and Chief Financial
                                   Officer


Date:   May 15, 1998               /s/ Richard A. Quiroga
        ------------               --------------------------------------------
                                   Richard A. Quiroga, Vice President,
                                   Corporate Controller



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