<PAGE>
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
Financial Statements and Schedule
as of December 31, 1999 and 1998
Together With Auditors' Report
<PAGE>
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits-December 31, 1999 and
1998
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended-December 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets Held for Investment
Purposes--December 31, 1999
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrators of the
MindSpring Enterprises, Inc.
401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of MINDSPRING ENTERPRISES, INC. 401(k) PLAN as of December 31, 1999 and
1998 and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1999. These financial statements and
the schedule referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
the schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998 and the changes in net assets available for plan
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 20, 2000
<PAGE>
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
INVESTMENTS $5,498,199 $1,810,265
PARTICIPANT CONTRIBUTIONS RECEIVABLE 75,745 35,800
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,573,944 $1,846,065
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ADDITIONS:
Transfer from ICG plan (Note 1) $1,484,065
Net appreciation in fair value of investments 476,406
Participant contributions 2,208,896
Other 19,675
----------
Total additions 4,189,042
----------
DEDUCTIONS:
Benefits paid to participants or beneficiaries (444,173)
Administrative expenses (16,990)
----------
Total deductions (461,163)
----------
NET INCREASE 3,727,879
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 1,846,065
----------
End of year $5,573,944
==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION
The following description of the MindSpring Enterprises, Inc. 401(k) Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the plan document for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan established by Mindspring
Enterprises, Inc. (the "Company"), effective September 1, 1996. All
employees of the Company who have completed one month of service are
eligible to participate in the Plan. In 1999, the Company acquired certain
assets of ICG Communications, Inc. ("ICG"). In connection with the
acquisition, certain employees of ICG were eligible to participate in the
Plan effective July 1, 1999. Former ICG employees may also elect to
transfer their account balances from the ICG Communications, Inc. Employee
Savings Plan to the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
Effective January 1, 1999, the Company adopted Statement of Position
("SOP") 99-3, "Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters." SOP 99-3 establishes new
disclosure requirements for defined contribution plans.
PLAN ADMINISTRATION
Overall responsibility for administering the Plan rests with the Plan's
administrative committee which is appointed by the board of directors of
the Company. The Plan's custodian is responsible for the management and
control of the Plan's assets and has responsibility for the investment and
management of such assets. Effective March 1, 1999, the Company appointed
Great-West Life & Annuity Insurance Company (the "Custodian" or "Great-
West") to serve as Custodian of the Plan, replacing Manulife Financial. The
Company also appointed Norwest Bank to manage the Company Stock Fund,
replacing JC Bradford and Company. Selected employees of the Company serve
as the Plan's trustees.
CONTRIBUTIONS
Participants may elect to contribute, in 1% increments, up to 15% of pretax
annual compensation, as defined by the Plan, subject to certain limitations
under the Internal Revenue Code. The Company's matching contribution is
determined annually by the board of directors, not to exceed a
participant's contribution up to 6% of their annual compensation. The
Company may also elect to make a discretionary profit-sharing contribution
for nonhighly compensated employees, which is determined and approved by
the Company's board of directors on an annual basis. The Company made
neither a matching contribution nor a discretionary contribution for the
years ended December 31, 1999 and 1998.
<PAGE>
VESTING
Participants are fully vested in their contributions and the earnings
thereon. Vesting in company matching contributions and discretionary
profit-sharing contributions is based on years of continuous service.
Participants vest according to the following schedule:
<TABLE>
<CAPTION>
VESTED
PERCENTAGE
----------
<S> <C>
Years of service:
Less than two 0%
Two 50
Three 75
Four 100
</TABLE>
Participants automatically become fully vested, regardless of their length of
service, upon attainment of age 59 1/2, retirement due to disability, death, or
termination of the Plan.
ROLLOVERS FROM OTHER PLANS
A participant who has received a distribution of his/her interest in a qualified
retirement plan may elect to deposit all or any portion of the eligible amount
of such distribution as a rollover to the Plan.
FORFEITURES
Termination of employment for reasons other than normal retirement, disability,
or death results in forfeiture of the nonvested portion of the market value of
employer contributions. Forfeitures are used to reduce future employer matching
contributions. The Plan did not have any forfeited accounts during the years
ended December 31, 1999 and 1998.
BENEFITS
Upon normal retirement, death, disability, or termination of service, a
participant or his/her beneficiary may elect to receive a lumpsum distribution
equal to his/her vested account balance in one of several ways. A participant
with a vested account balance exceeding $5,000 may receive either a lumpsum
payment in cash, cash and shares of company stock held in the participant's
account, or a combination of one lumpsum payment and annual, semiannual,
quarterly, or monthly cash installments. A participant with a vested balance
less than $5,000 may receive the vested balance of his/her account in the form
of a lumpsum payment or shares of company stock held in their account. In
addition, hardship distributions are permitted if certain criteria are met, as
defined by the Plan.
PARTICIPANT ACCOUNTS
Each participant account is credited with the participant's contributions and
related company matching and discretionary profit-sharing contributions as well
as the participant's share of the Plan's income and any related administrative
expenses. Allocations of income and expenses are based on each participant's
account balance relative to the total of all participants' account balances.
INVESTMENT OPTIONS
Participants may elect to direct their contributions into the following
investment options and may change their investment elections quarterly. Company
matching contributions are allocated based on the participants' investment
elections for their contributions. Effective March 1, 1999, participants may
direct
-2-
<PAGE>
their contributions into any combination of the following investment
funds and portfolios offered under a pooled separate account with the Custodian:
- Profile Series I (Aggressive)
- Profile Series II (Moderately Aggressive)
- Profile Series III (Moderate)
- Profile Series IV (Moderately Conservative)
- Profile Series V (Conservative)
The Profile Series of investment portfolios are fashioned to achieve the
risk-return ratio desired by the participant. For participants who choose a
Profile Series investment option, the Custodian automatically allocates
contributions to an appropriate combination of the following available funds:
INTERNATIONAL FUNDS
PUTNAM GLOBAL GROWTH FUND
The Putnam Global Growth Fund concentrates on companies in countries
whose markets are believed to offer the best value and possibilities
for long-term growth. The fund normally invests at least 65% of its
assets in at least three different countries, one of which may be the
United States. This fund is expected to demonstrate considerable
volatility, which can lead to significant fluctuations in participant
accounts investing in this fund. This fund is managed by Putnam
Investment Management, Inc.
MAXIM FOREIGN EQUITY PORTFOLIO
The Maxim Foreign Equity Portfolio seeks long-term capital growth and
dividend income. The fund normally invests at least 65% of its assets
in equity securities of issuers headquartered outside the United
States. This fund seeks to mirror the investments of the New England
International Equity Fund and is subadvised by Loomis Sayles & Company,
L.P.
FIDELITY ADVISOR OVERSEAS FUND
The Fidelity Advisor Overseas Fund selects countries based on economic
growth, expected inflation, governmental policies, and currency
outlook. While the fund invests mainly in equity securities, up to 35%
may consist of debt securities, including lower-quality, highyield
bonds. This fund is managed by Fidelity Management and Research
Company.
ORCHARD INDEX PACIFIC FUND
The Orchard Index Pacific Fund invests in the large-cap sector of the
Pacific Rim markets. The fund is designed as a market value weighted
index of equity securities that are sponsored by the Financial
Times-Stock Exchange International, Standard & Poor's, Goldman, Sachs
and Company, and Nat Western Securities, Ltd. The fund is managed by GW
Capital Management, LLC.
ORCHARD INDEX EUROPEAN FUND
The Orchard Index European Fund invests in the large-cap sector of the
European markets. The fund is designed as a market value weighted index
of equity securities that are sponsored by the Financial Times-Stock
Exchange International, Standard & Poor's, Goldman, Sachs and Company,
and Nat Western Securities, Ltd. The fund is managed by GW Capital
Management, LLC.
-3-
<PAGE>
AGGRESSIVE GROWTH FUNDS
AMERICAN CENTURY--TWENTIETH CENTURY ULTRA FUND
The American Century--Twentieth Century Ultra Fund generally targets
companies with accelerating earnings and revenues that have
above-average prospects for appreciation. It is expected to be rather
volatile but intends to stay fully invested in its holdings regardless
of the movement of stock prices. This fund is managed by American
Century Investment Management, Inc.
AIM CONSTELLATION FUND
The AIM Constellation Fund invests in stocks of companies that have
had significant growth over a ten-year period or have reported
significantly higher earnings than anticipated by investment analysts.
This fund is managed by AIM Advisors, Inc.
MAXIM SMALL-CAP INDEX PORTFOLIO
The Maxim Small-Cap Index Portfolio seeks investment results that
correspond with the performance of small capitalization stocks by
investing in stocks that comprise the Orchard Index 600 Fund. The fund
is managed by GW Capital Management, LLC.
MAXIM GROWTH INDEX PORTFOLIO
The Maxim Growth Index Portfolio seeks investment results that
correspond with the performance of large-cap, growth-oriented stocks
by investing in stocks that comprise the Russell 1000 Growth Index.
The Russell 1000 Growth Index consists of larger United States
companies and is weighted by market capitalization. The fund is
managed by GW Capital Management, LLC.
MAXIM SMALL-CAP AGGRESSIVE GROWTH PORTFOLIO
The Maxim Small-Cap Aggressive Growth Portfolio invests at least 65%
of its assets in small-cap companies (market capitalization of less
than $500 million). Up to 35% of its assets may be invested in larger
companies, and a limited amount may be invested in foreign securities.
This fund emphasizes undervalued securities. It seeks to mirror the
Loomis Sayles Small-Cap Value Fund and is managed by Loomis & Sayles &
Co., L.P.
LORD ABBETT DEVELOPING GROWTH FUND
The Lord Abbett Developing Growth Fund focuses on companies with
above-average long-term growth rates and strong management. The fund
also focuses on companies in unique markets and companies with
undervalued assets overlooked by investors. This fund is managed by
Lord, Abbett & Co.
GROWTH FUNDS
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
The Fidelity Advisor Growth Opportunities Fund typically invests in
the common stock of United States companies that have superior
long-term growth potential. The fund may also invest in preferred
stock, convertible debt, or foreign securities. This fund is managed
by Fidelity Management Research Co.
-4-
<PAGE>
ORCHARD INDEX 500
The Orchard Index 500 seeks investment results that correspond with
the performance of the Standard & Poor's 500 Index (the "S&P 500").
The S&P 500 consists of 500 widely held stocks and is selected and
maintained by Standard & Poor's. This fund is managed by GW Capital
Management, Inc.
AIM WEINGARTEN FUND
The AIM Weingarten Fund primarily invests in stocks of companies
expected to have earnings in excess of analyst estimates. This
includes companies whose earnings have grown at roughly twice the
average rate over the past ten years, with no more than one down year.
This fund does not consider current income as an important criteria
for inclusion in the fund's portfolio. This fund is managed by AIM
Advisors, Inc.
MAXIM SMALL-CAP VALUE PORTFOLIO
The Maxim Small-Cap Value Portfolio seeks undervalued, small- and
medium-sized companies with financial strength, distinct market
niches, and proven records of success. The fund maintains a socially
conscious portfolio, including companies that demonstrate
environmental and social responsibility. The fund is managed by Ariel
Capital Management, Inc.
MAXIM MID-CAP GROWTH PORTFOLIO
The Maxim Mid-Cap Growth Portfolio seeks long-term growth of capital
by investing at least 65% of its total assets in a diversified pool of
mid-cap companies with above-average growth potential. This fund is
managed by T. Rowe Price Associates, Inc.
GROWTH AND INCOME FUNDS
MAXIM BLUE CHIP PORTFOLIO
The Maxim Blue Chip Portfolio seeks long-term growth of both capital
and income. The fund invests at least 65% of its assets in the common
stocks of companies with market capitalization of at least $1 billion,
focusing on companies with proven records of earnings and dividends.
The fund is designed to mirror the Founders Blue Chip Fund and is
subadvised by Founders Asset Management, LLC.
AIM CHARTER FUND
The AIM Charter Fund generally invests in stocks of large, well-known
companies with a history of stable and improving revenues and
earnings. At least 90% of the common stocks held by the fund are
expected to pay dividends. The fund is managed by AIM Advisors, Inc.
MAXIM VALUE INDEX PORTFOLIO
The Maxim Value Index Portfolio seeks investment results that
correspond with the performance of large-cap, value-oriented stocks by
investing in those stocks that comprise the Russell 1000 Value Index.
The Russell 1000 Value Index consists of larger U.S. companies,
weighted by market capitalization. The fund is managed by GW Capital
Management, LLC.
PUTNAM FUND FOR GROWTH AND INCOME
The Putnam Fund for Growth and Income invests primarily in the common
stocks issued by well-established companies with a steady history of
profits and attractive price-to-earnings ratios.
-5-
<PAGE>
The fund may invest up to 20% of its assets in foreign securities. The
fund is managed by Putnam Investment Management, Inc.
FIDELITY ADVISOR EQUITY INCOME FUND
The Fidelity Advisor Equity Income Fund seeks to exceed the average
yield of the S&P 500 by holding a diversified selection of bonds and
high-yield stocks. Typically, at least 65% of total assets are
invested in undervalued, income-producing equities with above average
and steadily increasing dividends. Any remaining assets of the fund
tend to be invested in convertible debt securities. The fund is
managed by Fidelity Management and Research Company.
BOND FUNDS
MAXIM U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
The Maxim U.S. Government Mortgage Securities Portfolio seeks to
invest at least 65% of the fund's holdings in securities related to
government agency mortgages. These holdings are backed by the full
faith and credit of the U.S. government or one of its agencies. The
fund is managed by GW Capital Management, LLC.
MAXIM INVESTMENT GRADE CORPORATE BOND PORTFOLIO
The Maxim Investment Grade Corporate Bond Portfolio generally invests
in debt securities with a credit rating of "A" or better. The fund
invests strictly in investment-grade corporate debt securities and is
managed by GW Capital Management, LLC.
MAXIM CORPORATE BOND PORTFOLIO
The Maxim Corporate Bond Portfolio seeks high total return through a
combination of current income and capital appreciation. Normally, the
fund invests all of its assets in debt securities, although up to 20%
of the fund's assets may be invested in preferred stocks, 10% in
foreign securities, and 35% in high yield securities rated below
investment grade. This fund is managed by Loomis Sayles & Co., L.P.
PUTNAM GLOBAL GOVERNMENTAL INCOME FUND
The Putnam Global Governmental Income Fund seeks high current income
with capital preservation and long-term total return as secondary
objectives. The fund typically invests at least 80% of its assets in
U.S. and foreign bonds with a credit rating of "A" or better and is
managed by Putnam Investment Management, Inc.
MAXIM SHORT-TERM MATURITY BOND PORTFOLIO
The Maxim Short-Term Maturity Bond Portfolio is expected to be the
least volatile of the bond funds offered through the Plan. The fund's
objectives are preservation of capital, liquidity, and maximum total
return. No individual security will have a maturity of more than three
years. This fund is managed by GW Capital Management, LLC.
GUARANTEED CERTIFICATE/SHORT-TERM FUNDS
GREAT-WEST LIFE & ANNUITY GENERAL ACCOUNT
A new certificate is created at the start of each deposit period,
which lasts one calendar quarter. All money contributed during each
deposit period earns the same guaranteed interest rate until the
certificate matures. Maturity periods are three, five, or seven years
depending on the
-6-
<PAGE>
participant's individual plan. Contributions may not be transferred to
another fund until a certificate matures. This fund is managed by
Great-West Life & Annuity Company.
MAXIM MONEY MARKET PORTFOLIO
The Maxim Money Market Portfolio seeks to preserve capital, maintain
liquidity, and earn the highest possible current income by investing
in short-term money market securities. Remaining maturities of
holdings may not exceed 13 months, except for U.S. government
securities, which are limited to 25 months. This fund is managed by GW
Capital Management, LLC.
OTHER INVESTMENTS
MINDSPRING ENTERPRISES, INC. STOCK FUND
All contributions are invested solely in Mindspring Enterprises, Inc.
common stock.
Due to a change in custodians, all investments held prior to March 1,
1999 were transferred to similar funds offered by Great-West, as noted
above. Prior to March 1, 1999, participants were able to direct their
contributions into the following investment fund options offered by
Manulife Financial through (i) a pooled separate account and (ii) a
guaranteed interest contract:
- Three-Year Compound Guaranteed Interest Contract
- Money Market Fund
- Income Fund
- High-Yield Fund
- Diversified Fund
- Growth & Income Fund
- Value Fund
- Index Stock Fund
- Growth Opportunities Fund
- Contra Fund
- Foreign Fund
- Capital Appreciation Fund
- Science & Technology Fund
LOANS TO PARTICIPANTS
A participant may borrow the lesser of $50,000 or 50% of his/her vested
account balance, with a minimum loan amount of $1,000. Loans are repayable
through payroll deductions over periods ranging up to 60 months. The
interest rate is determined by the plan administrator based on the
prevailing market conditions and is fixed over the life of the note.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual
basis of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to use
estimates and assumptions that affect the accompanying financial statements
and disclosures. Actual results could differ from those estimates.
-7-
<PAGE>
INVESTMENT VALUATION
The Plan's investments in pooled separate accounts are carried at fair
value. Securities traded on a national securities exchange are valued at
the last reported sales price on the last business day of the year;
investments traded in the over-the-counter market and listed securities for
which no sale was reported on the last day of the plan year are valued at
the last reported bid price.
The Plan presents in the statement of changes in net assets available for
plan benefits the net appreciation (depreciation) in fair value of
investments which consists of realized gains (losses) from the sale of
investments as well as changes in unrealized appreciation (depreciation)
during the year.
ADMINISTRATIVE EXPENSES
The Company pays all administrative expenses of the Plan, except for the
administrative costs of commissions and loan processing fees.
3. INVESTMENTS
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Maxim Money Market Account $410,797 $ 0
Orchard Index 500 318,273 0
American Century Ultra 659,434 0
Maxim Growth Index 462,352 0
Profile Series I 542,677 0
Profile Series II 409,717 0
MindSpring Enterprises, Inc. common stock 668,297 428,105
Value Fund 0 65,664
Index Stock Fund 0 190,371
Growth Opportunities Fund 0 129,576
Contra Fund 0 244,886
Foreign Fund 0 73,843
Capital Appreciation Fund 0 184,701
Science & Technology Fund 0 302,123
</TABLE>
Net appreciation (depreciation) in fair value of investments by major investment
type for the year ended December 31, 1999 is as follows:
<TABLE>
<CAPTION>
<S> <C>
Pooled separate account $646,081
Common stock (169,675)
--------
$476,406
========
</TABLE>
4. TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service on December 18, 1998. This letter confirmed that the Plan
is designed in accordance with the applicable requirements of the Internal
Revenue Code (the "IRC") as of that date. The plan administrator believes
that the plan is being operated in compliance with the applicable
requirements of the IRC. Therefore, the plan
-8-
<PAGE>
administrator believes that the Plan was qualified and the related trust
was taxexempt as of the financial statement dates.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become fully vested in their account
balances.
6. SUBSEQUENT EVENT
On February 4, 2000, the Company and EarthLink Network Inc. merged into
EarthLink Inc. in a transaction accounted for as a "pooling of interests."
Each outstanding share of EarthLink Network Inc. securities was exchanged
for 1.615 shares of the equivalent security of the new company and each
outstanding share of Mindspring common stock was exchanged for one share of
the common stock of the new company. Other outstanding securities of the
companies were converted on the same basis. The effect of the merger with
EarthLink Network Inc. on the Plan has been presently determined.
-9-
<PAGE>
SCHEDULE I
MINDSPRING ENTERPRISES, INC.
401(k) PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUER,
BORROWER, LESSOR, OR CURRENT
SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
----------------------------- ------------------------------------------------------- -----------
<S> <C> <C> <C>
* GREAT WEST LIFE & ANNUITY
INSURANCE Company Deposits in insurance company general account $ 7
Pooled separate accounts:
Guaranteed Certificate Fund 1,724
Maxim Bond Index Fund 18,402
Maxim Loomis Sayles Corporate Bond Fund 27,140
Maxim U.S. Government Mortgage Securities Bond 17,434
Fund
Maxim Global Bond Fund 9,748
Maxim Short-Term Maturity Fund 4,296
Maxim Money Market Account 410,797
Maxim European Index Fund 24,212
Fidelity Advisor Overseas 50,522
Maxim Invesco ADR Fund 5,632
Maxim Index Pacific 52,193
Putnam Global Growth Fund 188,733
AIM Charter Fund 111,271
Orchard Index 500 318,273
Maxim Founder's Growth and Income 31,187
American Century Ultra 659,434
AIM Weingarten 236,837
Maxim Growth Index 462,352
Fidelity Advisor Equity Income 39,670
Fidelity Advisor Growth Opportunities 142,592
Putnam Fund for Growth and Income 20,883
Maxim Value Index 100,759
AIM Constellation Fund 253,714
Maxim T. Rowe Price Mid-Cap Growth 106,423
Profile Series I 542,677
Profile Series II 409,717
Profile Series III 234,716
Profile Series IV 25,312
Profile Series V 11,539
Orchard Index 600 51,093
Lord Abbett Developing Growth 94,145
Maxim Ariel Small-Cap Value 16,903
Maxim Loomis Sayles Corporate Small-Cap Value 33,695
Mindspring Enterprises, Inc. common stock 668,297
* VARIOUS PLAN PARTICIPANTS Participant loans with varying maturities and 115,870
interest rates ranging from 8.75% to 9.5% ----------
$5,498,199
==========
</TABLE>
<PAGE>
SCHEDULE I
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
