<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 SEPTEMBER 30, 1997

                                      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 11,223,238 shares of Common Stock outstanding 
                          as of September 30, 1997.

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<PAGE>

                             EARTHLINK NETWORK, INC.
                         QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997

                               TABLE OF CONTENTS

                                    PART I

Item 1.  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>

                                    PART I

ITEM 1.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                            EARTHLINK NETWORK, INC.

                                 BALANCE SHEET

                                    ASSETS

                                       DECEMBER 31, 1996  SEPTEMBER 30, 1997
                                       -----------------  ------------------
                                            (AUDITED)        (UNAUDITED) 
                                                 (in thousands)
Current assets:
  Cash and cash equivalents                 $  3,993          $ 17,089
  Restricted short-term investment             1,087             1,250
  Accounts receivable, net                     1,725             3,067
  Prepaid expenses                               885             1,215
  Other assets                                 1,383               938
                                            --------          --------
    Total current assets                       9,073            23,559
Other long-term assets                           329               425
Property and equipment, net                   17,401            22,772
Intangibles, net                                 316             1,350
                                            --------          --------
                                            $ 27,119          $ 48,106
                                            --------          --------
                                            --------          --------

     LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK 
                    AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Trade accounts payable                    $ 11,207          $  5,657 
  Accrued payroll and related expenses         1,469             2,168 
  Other accounts payable and                               
    accrued liabilities                        2,061             3,813
  Current portion of capital lease                         
    obligations                                3,582             6,303
  Notes payable                                7,950             7,252
  Deferred revenue                             2,010             3,049
                                            --------          --------
    Total current liabilities                 28,279            28,242
Long-term portion of capital lease 
  obligations                                  6,088             7,851
                                            --------          --------
    Total liabilities                         34,367            36,093
                                            --------          --------

Mandatorily redeemable convertible 
  preferred stock                             14,013               -

Stockholders' equity (deficit):
  Common stock                                    60               112
  Additional paid-in capital                  14,236            70,784
  Warrants to purchase common stock              599               599
  Accumulated deficit                        (36,156)          (59,482)
                                            --------          --------
Total stockholders' equity (deficit)         (21,261)           12,013
                                            --------          --------
                                            $ 27,119          $ 48,106 
                                            --------          --------
                                            --------          --------
   The accompanying notes are an integral part of these financial statements

                                       1
<PAGE>

                            EARTHLINK NETWORK, INC.
                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED      NINE MONTHS ENDED
                                           SEPTEMBER 30,           SEPTEMBER 30,
                                      ----------------------   ---------------------
                                         1996        1997         1996        1997
                                      ---------    ---------   ---------   ---------
                                                          (UNAUDITED)
                                            (in thousands, except per share data)
<S>                                   <C>          <C>         <C>         <C>
Revenues:
  Recurring revenues                  $   8,272    $ 19,044    $  15,914   $  50,609 
  Other revenues                          1,744       1,559        4,248       4,558 
                                      ---------    ---------   ---------   ---------
    Total Revenues                       10,016      20,603       20,162      55,167 

Operating costs and expenses:
  Cost of recurring revenues              6,173       9,543       11,736      26,685 
  Cost of other revenues                    693         741        2,020       2,460 
  Sales and marketing                     4,395       5,636        9,867      15,653 
  General and administrative              3,783       3,511        7,838      10,462 
  Operations and member support           4,749       7,970        9,941      22,183 
                                      ---------    ---------   ---------   ---------
                                         19,793      27,401       41,402      77,443
                                      ---------    ---------   ---------   ---------

  Loss from operations                   (9,777)     (6,798)     (21,240)    (22,276)
  Interest expense                         (422)       (516)        (683)     (1,467)
  Interest income                            94         116          114         416
                                      ---------    ---------   ---------   ---------
  Net loss                            $ (10,105)   $ (7,198)   $ (21,809)  $ (23,327)
                                      ---------    ---------   ---------   ---------
                                      ---------    ---------   ---------   ---------

  Net loss per share                  $   (1.44)   $  (0.72)   $   (3.32)  $   (2.43)
                                      ---------    ---------   ---------   ---------
                                      ---------    ---------   ---------   ---------

  Weighted average shares                 7,006       9,932        6,568       9,593
                                      ---------    ---------   ---------   ---------
                                      ---------    ---------   ---------   ---------
</TABLE>

 The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>

                             EARTHLINK NETWORK, INC.
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED       NINE MONTHS ENDED
                                                SEPTEMBER 30,           SEPTEMBER 30,
                                           ----------------------  -----------------------
                                              1996        1997        1996         1997
                                           ----------  ----------  -----------  ----------
                                                             (UNAUDITED)
                                                            (in thousands) 
<S>                                        <C>         <C>         <C>         <C>
Net cash used in operating activities       $ (3,989)   $ (4,048)   $ (11,070)  $ (20,252)
                                            --------    --------    ---------   ---------
Cash flows from investing activities:
  Purchases of property and equipment         (4,007)     (2,522)     (13,596)    (11,490)
  Purchase of member base                          -         (48)           -      (1,404)
  Purchase of restricted short-term 
    investment                                  (296)       (200)        (296)       (200)
  Liquidation of restricted short-term 
    investment                                   454           -        1,500          38 
                                            --------    --------    ---------   ---------
      Net cash used in investing 
       activities                             (3,849)     (2,770)     (12,392)    (13,056)
                                            --------    --------    ---------   ---------

Cash flows from financing activities:
  Proceeds from issuance of notes payable          -         981        2,950       2,252
  Repayment of notes payable                       -           -            -      (2,225)
  Repayment of line of credit                      -           -       (1,494)          -
  Proceeds from capital lease 
    obligations                                2,174       2,512        9,220       7,837
  Principal payments under capital 
    lease obligations                           (861)     (1,274)      (1,489)     (3,354)
  Proceeds from issuance of Mandatorily
    Redeemable Convertible 
      Preferred Stock, net                    14,013                   14,013
  Proceeds from issuance of Common 
    Stock, net                                     -      15,523        8,660      41,894 
                                            --------    --------    ---------   ---------
     Net cash provided by financing 
      activities                              15,326      17,742       31,860      46,404
                                            --------    --------    ---------   ---------
Net increase in cash and cash 
  equivalents                                  7,488      10,924        8,398      13,096
Cash and cash equivalents, beginning 
  of period                                    1,200       6,165          290       3,993
                                            --------    --------    ---------   ---------
Cash and cash equivalents, end 
  of period                                 $  8,688    $ 17,089    $   8,688   $  17,089
                                            --------    --------    ---------   ---------
                                            --------    --------    ---------   ---------
</TABLE>

  The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

                           EARTHLINK NETWORK, INC.
                        NOTES TO FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

    The condensed financial statements of EarthLink Network, Inc. 
("EarthLink" or the "Company") for the three month and nine month periods 
ended September 30, 1997 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, 1996 contained in the 
Company's Annual Report on Form 10-K 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 September 30, 1997 and the results of operations and the cash flows for 
the three month and nine month periods ended September 30, 1996 and 1997.  
The results of operations for the three month and nine month periods ended 
September 30, 1997 are not necessarily indicative of the results for the 
entire year ending December 31, 1997.  

    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.  RECLASSIFICATION

    Certain amounts in the prior year financial statements have been 
reclassified to conform to the current year presentation. 

3.  NET LOSS PER SHARE

    For the three month and nine month periods ended September 30, 1997, 
options to purchase shares of Common Stock, warrants to purchase shares of 
Common Stock and debt instruments convertible into shares of Common Stock are 
excluded from the calculation as their effect is antidilutive.  Pursuant to 
Securities and Exchange Commission Staff Accounting Bulletins, Common Stock 
and Common Stock equivalent shares issued by the Company at prices below the 
Company's initial public offering price during the twelve month period prior 
to the Company's initial public offering, which was effective on January 22, 
1997, have been included in the calculation for the three month and nine 
month periods ended September 30, 1996 as if they were outstanding for all 
periods prior to the initial public offering, regardless of whether they are 
dilutive using the treasury stock method.  Accordingly, all common stock 
equivalents are included in the earnings per share calculations for the three 
month and nine month periods ended September 30, 1996, even though the effect 
on net loss is antidilutive.  The Series A Convertible Preferred Stock shares 
have been included for the respective weighted average periods for which such 
shares were outstanding, even though their effect is antidilutive.

4.  INCENTIVE STOCK OPTION GRANTS

    On July 29, 1997 the Company granted incentive stock options to purchase 
47,250 shares of Common Stock at $10.75 per share.  The options were granted 
pursuant to the Company's 1995 Stock Option Plan. 

                                       4
<PAGE>

                            EARTHLINK NETWORK, INC.
                         NOTES TO FINANCIAL STATEMENTS


5.  AMENDMENT OF AGREEMENT WITH UUNET

    In October 1997, the Company's Network Service agreement with UUNET 
Technologies, Inc. ("UUNET") was amended. Among other terms, UUNET agreed to 
waive certain minimum monthly revenue requirements and excess hours fees 
through December 31, 1997.  The parties further agreed to make reasonable and 
good faith efforts to negotiate a new five year agreement to be entered into 
no later than December 31, 1997 and EarthLink agreed not to exercise its 
early termination clause prior to September 1, 1998. In conjunction with this 
amendment, the parties also amended their Note Purchase Agreement and $5 
million Convertible Note to extend the term of the Note one year to October 
31, 1998.  However, the Note will become due and payable immediately if the 
monthly amounts payable under the amended Network Service Agreement are less 
$1.5 million during any consecutive three months.  The Note is convertible 
into a maximum of 391,500 shares of Common Stock at a conversion price of 
$12.88 per share. 

6.  PRIVATE PLACEMENT

    On September 19, 1997, the Company closed a private placement of 
1,459,759 shares of its unregistered restricted Common Stock.  Net proceeds 
from the offering were approximately $15.5 million.  The financing was 
offered and sold solely to accredited investors.  The Company intends to use 
these proceeds for general working capital purposes.

7.  RETURN OF NATIONAL MEDIA WARRANTS

    In May 1996, the Company entered into an agreement with National Media 
Corporation ("NMC") pursuant to which NMC was to produce two television 
direct advertisements.  For the production and airing of the advertisements, 
EarthLink issued warrants to NMC to purchase 50,000 shares of Common Stock at 
$9.76 per share, and was to issue warrants to purchase one share of Common 
Stock for each two members generated by this relationship, up to 300,000 
shares of Common Stock.  In September 1997, the parties agreed to rescind the 
agreement. The rescission includes the return of the 50,000 warrants and the 
cancellation of any future obligations of either party.

                                       5
<PAGE>

    This report contains certain forward-looking statements with respect to 
the Company's operations, industry, financial condition and liquidity.  These 
statements, which are typically introduced by phrases such as "the Company 
believes", "anticipates", "estimates" or "expects" certain conditions to 
exist, reflect management's best current assessment of a number of risks and 
uncertainties.  The Company's actual results could differ materially from the 
results anticipated in these forward-looking financial statements as a result 
of certain factors described in this report.  

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 an Internet 
service provider ("ISP") formed to help its members derive meaningful 
benefits from the extensive resources of the Internet. The Company focuses on 
providing access, information, assistance and services to its members to 
encourage their introduction to the Internet and to help them have a 
satisfying user experience. 

    The Company has experienced net losses in each quarter since it commenced 
operations. The Company expects that it is likely to continue to incur net 
losses as it continues to expend substantial resources to build its 
infrastructure, develop new service and product offerings and build its sales 
and marketing and administrative organizations.  The Company's operating 
results have fluctuated significantly in the past and will likely continue to 
fluctuate significantly in the future as a result of a variety of factors.  

    EarthLink's principal strategy is to rapidly expand its member base and 
increase its market share.  To realize this strategy, the Company is 
continuing to invest in sales and marketing, increase its member support 
capabilities, enhance its network operations capacity to meet member demand 
and add administrative infrastructure.  This strategy requires substantial 
cash outlays.

    The Company believes that its long-term success largely depends on 
maintaining member satisfaction with its services.  EarthLink continues to 
devote significant resources to enhancing its network operations capability, 
World Wide Web site and service offerings.  In addition, the Company 
continues to expand its technical support staff and enhance the staff's 
effectiveness by providing software tools that can assist the staff in 
identifying and solving member problems.  

    The Company provides Internet access service to a large number of 
consumers and small businesses.  The Company has recently expanded its 
consumer service offerings, adding a Personal Start Page-TM-, integrated an 
"plug-and-play" Web site software package, the Arena-TM- which features 
pay-per-play multi-player Internet games, international roaming service, 
56kbps modem access, and high-speed cable access in certain parts of 
California.  In addition, the Company provides a variety of services for 
business members, including business Web sites, high-speed LAN ISDN 
communications capability, and frame relay connections, each of which involve 
a monthly service charge plus set-up fees. 

    In order to maintain its focus on member needs, the Company has leveraged 
the infrastructure and software development efforts of others by leasing POP 
capacity from UUNET Technologies, Inc. ("UUNET") and PSINet, Inc. ("PSINet") 
and licensing software from developers such as Netscape Communications 
Corporation and Microsoft Corporation.  The Company believes that this 
approach gives it flexibility to rapidly expand its service coverage without 
the need for substantial capital expenditures. The Company will continue to 
pursue this strategy so that, in addition to its sales and marketing efforts, 
it can devote its principal resources to improving its members' experience 
with the Internet.

                                       6
<PAGE>

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED SEPTEMBER 30,                NINE MONTHS ENDED SEPTEMBER 30,
                             ------------------------------------------------  -----------------------------------------------
                                            PERCENT                  PERCENT                  PERCENT                PERCENT 
                                            OF TOTAL                 OF TOTAL                 OF TOTAL               OF TOTAL
                                1996        REVENUE      1997        REVENUE      1996        REVENUE     1997       REVENUE
                             ----------     --------  ----------     --------  ----------     --------  ---------    ---------
                                                             (in thousands, except percentages)
<S>                          <C>            <C>       <C>            <C>       <C>            <C>       <C>          <C>
Total Revenues               $  10,016        100%    $  20,603        100%    $  20,162        100%    $  55,167      100%
Total Cost of Revenues           6,866         69%       10,284         50%       13,756         68%       29,145       53%
Gross Profit                     3,150         31%       10,319         50%        6,406         32%       26,022       47%
Loss from Operations            (9,777)        98%       (6,798)        33%      (21,240)       105%      (22,276)      40%
Net Loss                       (10,105)       101%       (7,198)        35%      (21,809)       108%      (23,327)      42%
EBITDA (1)                   $  (8,213)        82%    $  (4,285)        21%    $ (18,467)        92%    $ (15,705)      28%
</TABLE>

(1)  Represents earnings before depreciation and amortization, interest income 
     and expense and income tax expense.  EBITDA is not determined in 
     accordance with generally accepted accounting principals, is not 
     indicative of cash used by operating activities and should not be 
     considered in isolation or as an alternative to or more meaningful than 
     measures of performance determined in accordance with generally accepted 
     accounting principals.

    Revenues increased 106% and 174% during the respective three month and 
nine month periods ended September 30, 1997 due to increases in the Company's 
member base.  The member base increased from 28,000 to 186,000 and from 
227,000 to 362,000 during the nine months ended September 30, 1996 and 1997, 
respectively. Continued improvement in gross margins is a direct result of 
management's ongoing efforts to control telecommunications costs and renew 
contracts under more favorable terms, combined with the economies of scale 
achieved with membership growth. The Company noted improvement in net loss 
and losses before interest, taxes, depreciation and amortization (EBITDA) for 
both the three month and nine month periods ending September 30, 1996 and 
1997, respectively, due to member growth and the Company's ability to control 
costs and expenses.  EBITDA loss decreased by 48% and 15% and net loss 
decreased 29% and increased 7% for the three month and nine months ended 
September 30, 1996 and 1997, respectively. 

REVENUES. 

    Recurring revenues consists of monthly fees charged to members for 
Internet access and other ongoing services.  Other revenues generally 
represent one-time set-up fees. Recurring revenues are recognized over the 
period in which the services are performed.  The Company experienced 
substantial growth in revenues for the three month and nine month periods 
ended September 30, 1997 as compared to the corresponding periods of 1996.  
This growth is primarily attributable to an increase in the number of members 
who use the Company's services, from approximately 186,000 at September 30, 
1996 to 362,000 at September 30, 1997. 

OTHER REVENUES.

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED SEPTEMBER 30,            NINE MONTHS ENDED SEPTEMBER 30, 
                                   ---------------------------------------------   -----------------------------------------
                                                PERCENT                PERCENT                PERCENT              PERCENT
                                               OF OTHER                OF OTHER               OF OTHER             OF OTHER
                                      1996     REVENUE       1997      REVENUE      1996      REVENUE      1997    REVENUE
                                   --------    --------    -------     -------    --------    --------  --------   --------
                                                      (in thousands, except percentages) 
<S>                                <C>         <C>         <C>         <C>        <C>         <C>       <C>        <C>
Dial-up Set up fees                $  1,478       85%      $   822        53%     $  3,582       84%    $  2,736      60%
Other Set up Fees and Revenue           266       15%          737        47%          666       16%       1,822      40%
                                   --------                -------                --------              --------
Total Other Revenues               $  1,744      100%      $ 1,559       100%     $  4,248      100%    $  4,558     100%
                                   --------                -------                --------              --------
                                   --------                -------                --------              --------
</TABLE>

  Other revenues decreased 11% and increased 7% for the three month and nine 
month periods ending September 30, 1997, respectively, compared to the 
corresponding periods of 1996.  Due to market pressures, the Company waives 
set up fees for dial-up members acquired through certain affinity marketing 
partnerships.  This has caused a decrease in dial-up set up fees collected in 
the three month and nine month periods ended September 30, 1997 as compared 
to the corresponding periods of 1996.  This trend is expected to continue for 
dial-up set up revenue.  During the nine months ended September 30, 1997, the 
Company began to aggressively promote its web hosting and high speed access 
and related hardware products.  The 

                                       7
<PAGE>

decline in the dial-up set up fees was offset by increases in other set up 
fees and revenues.  These increases were attributable to the expansion of the 
Company's nationwide service to include Web hosting and high-speed access and 
sales of related hardware products. 

COST OF RECURRING REVENUES.

    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 
and PSINet for local access to their respective nationwide systems of POPs. 

    Cost of recurring revenues increased 55% and 127% during three month and 
nine month periods ended September 30, 1997, respectively, as compared to the 
corresponding periods of 1996.  The increase in the cost of recurring 
revenues is primarily due to the increase in the Company's member base.  Cost 
of recurring revenues was 75% and 50% of recurring revenues for the three 
months ended September 30, 1996 and 1997, respectively, and 74% and 53% of 
recurring revenues for the respective nine month periods then ended.  The 
decrease in the cost of recurring revenues as a percentage of recurring 
revenue is primarily due to the Company's ability to effectively manage 
communications costs and to exploit economies of scale to reduce per member 
costs as the total member base expands.  

COST OF OTHER REVENUES.

    Cost of other revenues principally includes costs related to the 
registration of new members. These costs include licensing fees for software, 
software duplication costs and commissions paid to third parties (bounties).

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED SEPTEMBER 30,             NINE MONTHS ENDED SEPTEMBER 30, 
                                         ----------------------------------------   ------------------------------------------
                                                   PERCENT               PERCENT                PERCENT              PERCENT
                                                   OF OTHER              OF OTHER               OF OTHER             OF OTHER
                                          1996     REVENUE     1997      REVENUE      1996      REVENUE    1997      REVENUE
                                         ------    --------   ------     --------   --------    --------  -------    --------
                                                                 (in thousands, except percentages) 
<S>                                      <C>       <C>        <C>        <C>        <C>         <C>       <C>        <C>
Royalties                                $  494       28%     $  192        12%     $  1,519       36%    $   873      19%
Bounties                                    138        8%        389        25%          234        6%      1,134      25%
Other                                        61        4%        160        10%          267        6%        453      10%
                                         ------               ------                --------              -------
Total Cost of Other Revenues             $  693       40%     $  741        47%     $  2,020       48%    $ 2,460      54%
                                         ------               ------                --------              -------
                                         ------               ------                --------              -------
</TABLE>

    Cost of other revenues increased 7% and 22% for the three month and nine 
month periods ended September 30, 1997, respectively, as compared to the 
corresponding periods of the previous year.  The increase was due to growth 
in affinity marketing partnerships and payment of the related bounties.  The 
growth in bounties was partially offset by a decrease in royalty expense due 
to the renewal of various contracts under more favorable terms.   The 
increase in the cost of other revenues as a percentage of other revenues is 
attributable to the decrease in other revenue, specifically, dial-up set up 
fees.  

    Substantially all of the Company's members access the EarthLink Network 
and the Internet by dialing into local POPs.  Access in the Company's 
Southern California base is provided through POPs owned by the Company.  The 
Company provides nationwide service to members through POP access leased from 
UUNET and PSINet.  (Access to the UUNET and PSINet POPs is on a non-exclusive 
basis.) 

    Under the Company's amended agreement with UUNET, the Company pays UUNET 
a monthly fee based primarily on peak member usage.  If the usage becomes 
more concentrated during peak times, the fees paid by the Company to UUNET 
would increase, which would adversely affect the Company's operating margins. 

                                       8
<PAGE>

SALES AND MARKETING. 

    Sales and marketing expenses were 44% and 27% of total revenues for the 
three months ended September 30, 1996 and 1997, respectively, and 49% and 28% 
of total revenues for the respective nine month periods then ended.  Sales 
and marketing expenses consist primarily of sales commissions, salaries, 
costs of promotional material, advertising, travel and trade shows.  The 
Company experienced an increase of 28% and 59% in sales and marketing 
expenses for the three month and nine month periods ended September 30, 1997, 
respectively, as compared to the corresponding periods of the previous year, 
primarily as a result of EarthLink's efforts to expand its member base and 
increase brand awareness in the market place through advertising and 
promotions. 

GENERAL AND ADMINISTRATIVE.  

    General and administrative expenses were 38% and 17% of total revenues 
for the three months ended September 30, 1996 and 1997, respectively, and 39% 
and 19% of total revenues for the respective nine month periods then ended.  
General and administrative expenses consist primarily of costs associated 
with the finance and human resources departments, professional expenses, rent 
and other expenses, compensation earned by certain executive officers, 
depreciation associated with office equipment, and bad debts.  General and 
administrative expenses increased 33% for the nine month period ended 
September 30, 1997 as compared to the corresponding period of 1996.  This 
growth was primarily due to increases in bad debt, payroll, rent, 
depreciation expenses and credit card fees.  The rise in payroll costs is 
primarily due to a growth in headcount. Rent expense increased as the Company 
occupied a new 55,000 square foot facility adjacent to its corporate 
headquarters.  Monthly rent for the property is $66,000.  The rise in 
depreciation expense is due to the acquisition of office equipment and 
leasehold improvements.  The increase in credit card processing fees was 
primarily due to the increase in member count from approximately 186,000 at 
September 30, 1996 to 362,000 at September 30, 1997. General and 
administrative expenses decreased 7% for the three month period ended 
September 30, 1997 as compared to the corresponding period of the previous 
year.   The decrease was primarily due to a reduction in bad debt expense.  
Bad debt was $1.5 million and $865,000 for the three month periods ended 
September 30, 1996 and 1997, respectively.  The decrease in bad debt was 
sufficient to offset the effect of increases in rent, payroll, depreciation 
and other expenses. 

OPERATIONS AND MEMBER SUPPORT.  

   Operations and member support expenses were 47% and 39% of total revenues 
for the three months ended September 30, 1996 and 1997, respectively, and 49% 
and 40% of total revenues for the respective nine month periods then ended. 
Operations and member support expenses consist primarily of costs associated 
with technical support and other services to register and maintain member 
accounts.  These expenses have increased significantly since the Company's 
inception. This trend reflects the costs associated with building a member 
service organization to support the Company's member base and anticipated 
member growth.  Management continues to make significant investments in 
technical and member support capabilities and to reduce member wait time for 
assistance. Consequently, operations and member support expenses have not 
significantly decreased as a percentage of revenue.

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<PAGE>

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), personnel changes, 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. 

LIQUIDITY AND CAPITAL RESOURCES

    The Company has not generated net cash from operations since its 
inception. The Company has funded its operations primarily through public and 
private sales of equity securities, borrowings from third parties and capital 
leases of equipment.  The Company's operating activities used net cash of 
approximately $4.0 million and $20.3 million for the three month and nine 
month periods ended September 30, 1997, respectively, and $4.0 million and 
$11.1 million for the respective periods of 1996.  During the three month and 
nine month periods ended September 30, 1997 and 1996, net cash used in 
operations resulted primarily from net losses partially offset by increases 
in liabilities and non-cash expenses. Non cash expenses in the third quarter 
of 1997 include $351,000 in the amortization of rights to member lists 
acquired from Internet In a Mall Inc., in the second quarter.  

    Cash used in investing activities consists primarily of equipment 
purchases for POP and network expansion. Cash used in investing activities 
was $2.8 million and $13.1 million, for the three month and nine month 
periods ended September 30, 1997, respectively, and $3.8 million and $12.4 
million for the respective periods of 1996. The Company estimates that 
remaining capital expenditures for 1997 will be approximately $3.1 million 
including network enhancements, data center expansion, leasehold 
improvements, and procurement of telecommunication and office equipment and 
furniture and fixtures.  Where feasible, the Company will seek to finance 
certain of these expenditures through capital leases. 

    Cash provided by financing activities was $17.7 million and $46.4 million 
for the three month and nine month periods September 30, 1997, respectively, 
and $15.3 million and $31.9 million for the respective periods of 1996.  The 
Company's financing activities consisted of the private sale of convertible 
preferred stock, debt and capital lease transactions, primarily for 
equipment. The Company closed sale leaseback transactions of approximately 
$2.5 million and $7.8 million during the three month and nine month periods 
ended September 30, 1997, respectively, and $2.2 million and $9.2 million 
during the respective periods of 1996.  The sale leaseback transactions were 
recorded at cost, which approximates the fair market value of the property 
and, therefore, no gains or losses were recorded.  The property remains on 
the books and continues to be depreciated.  A financing obligation 
representing the proceeds is recorded and reduced based upon payments under 
the lease agreement.  Under an agreement with one of its vendors, EarthLink 
obtained a $5 million credit facility for member access.  EarthLink 
accumulates member access charges, applies them against the credit facility 
and is charged interest at a rate of prime plus 4% on the balance.  The 
outstanding balance due under the credit facility at September 30, 1997 was 
$2.3 million leaving $2.7 million unused and available.  The line of credit 
is due on the earlier of termination or July 31, 1998. The Company maintains 
a $5 million Convertible Promissory Note payable to UUNET and due on October 
31, 1998.  The Note is convertible into a maximum of approximately 391,500 
shares of Common Stock at $12.88 per share.  UUNET is a provider of network 
services to the Company and has a designate on the Company's board of 
directors.

                                       10
<PAGE>

    As of September 30, 1996 and 1997, the Company had cash and cash 
equivalents of approximately $8.7 million and $17.1 million, respectively, 
and negative working capital of approximately $6.4 million and $4.7 million, 
respectively. 

    The Company believes that available cash will be sufficient to meet the 
Company's operating expenses and capital requirements through the next year. 
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 organization, 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 
all of these capital requirements cannot accurately be predicted; however, 
many of these factors are within the control of management, and to that 
extent management has control over the Company's liquidity position.  If 
capital requirements vary materially from those currently planned, the 
Company may require additional financing sooner than anticipated.  However, 
the Company believes that financing alternatives are available to address the 
Company's current liquidity requirements should the need arise.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    Not applicable


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

    Not applicable


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

    10.1           Letter Agreement Amending Network Services Agreement 
                   between the Company and UUNET Technologies, Inc., dated 
                   September 26, 1997.

    10.2           Amendment No. 2 to Amended and Restated Note Purchase 
                   Agreement and Convertible Note between the Company and 
                   UUNET Technologies, Inc., dated October 27, 1997.

    11.1           Statement of computation of earnings per share.

    27             Financial Data Schedule.

(b) On September 19, 1997, the Company filed a Current Report on Form 8-K (the 
    "Form 8-K").  The Form 8-K reported that, on September 19, 1997 the 
    Company closed a private placement of 1,459,759 shares of its unregistered 
    restricted Common Stock for an aggregate purchase price of approximately 
    $15.7 million.  The financing was offered and sold solely to accredited 
    investors.  The Company intends to use the proceeds of the financing for 
    general working capital purposes. 


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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:  November 14, 1997               /s/ CHARLES G. BETTY  
                                       ------------------------------------
                                       Charles G. Betty, President, Chief
                                       Executive Officer, Acting Chief
                                       Financial Officer and Director




Date:   November 14, 1997              /s/ RICHARD A. QUIROGA   
                                       ------------------------------------
                                       Richard A. Quiroga, Vice President,
                                       Corporate Controller.


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