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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K

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

                      FOR THE YEAR ENDED DECEMBER 31, 1999
                        COMMISSION FILE NUMBER 000-25525

                                ABOUT.COM, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                             <C>                          <C>
           DELAWARE                        7373                    13-4034015
   (State of Incorporation)          (Primary Standard          (I.R.S.Employer
                                        Industrial           Identification Number)
                                   Classification Code)
</TABLE>

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

                        220 EAST 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
                                 (212) 849-2000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK $.001 PAR VALUE

    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. /X/ Yes / / No

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

    The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 15, 2000 was $825,318,673, based on the last reported
sale price on the NASDAQ National Market on that date.

    The number of shares outstanding of the registrant's common stock as of
February 15, 2000 was 16,562,438.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's Proxy Statement for the 2000 Annual Meeting of
Stockholders, which is to be filed within 120 days of the end of the fiscal year
to which this report relates, are incorporated herein by reference.

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<PAGE>
                                ABOUT.COM, INC.

                          1999 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

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<S>       <C>                                                           <C>
PART I

Item 1.   Business....................................................      3

Item 2.   Properties..................................................     22

Item 3.   Legal Proceedings...........................................     22

Item 4.   Submissions of Matters to a Vote of Security Holders........     22

PART II

Item 5.   Market for Registrant's Common Equity and Related                23
          Stockholder Matters.........................................

Item 6.   Selected Consolidated Financial Data........................     24

Item 7.   Management's Discussion and Analysis of Financial Condition      26
          and Results of Operations...................................

Item 7A.  Quantitative and Qualitative Disclosures About Market            31
          Risk........................................................

Item 8.   Consolidated Financial Statements and Supplementary Data....     32

Item 9.   Changes in and Disagreements with Accountants on Accounting      65
          and Financial Disclosure....................................

PART III

Item 10.  Directors and Executive Officers of the Registrant..........     66

Item 11.  Executive Compensation......................................     66

Item 12.  Security Ownership of Certain Beneficial Owners and              66
          Management..................................................

Item 13.  Certain Relationships and Related Transactions..............     66

PART IV

Item 14.  Exhibits, Financial Statements Schedules and Reports on Form     67
          8-K.........................................................

Signatures............................................................     69
</TABLE>

                                       2
<PAGE>
    THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT
EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT ABOUT.COM AND OUR
INDUSTRY. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
ABOUT.COM'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS REPORT. ABOUT.COM UNDERTAKES NO
OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I

ITEM 1: BUSINESS

OVERVIEW

    We operate ABOUT.COM, a platform comprised of a network of more than 700
highly-targeted, topic-specific web sites. Our network is differentiated by the
high quality and depth of content we provide to users through the efforts of
knowledgeable human guides who manage the sites, the volume of sites in our
network and the consistency of site structure and design across the network. The
sites provide high-quality original articles, moderated forums and chat rooms,
newsletters, easy access to related sites, tools, and functionality within the
ABOUT.COM network and extensive hand-picked links to web sites outside of
ABOUT.COM. We pre-screen, train and monitor our guides to ensure quality and
consistency across our network.

    Our network has been one of the fastest growing properties among the top 25
Internet properties ranked by Media Metrix since we launched the About.com brand
in May 1999. According to Media Metrix, approximately 13.2 million unique users
visited ABOUT.COM in January 2000, making ABOUT.COM the tenth largest Internet
property overall.

    We believe that the design of our network provides an attractive advertising
and electronic commerce platform for reaching highly concentrated groups of
users. Because our network is organized into channels of related sites, we
provide advertisers and electronic commerce marketers the ability to access
specific audiences through our highly targeted sites or use our channels or
network to reach broader audiences.

THE PLATFORM

    We offer users a broad network of over 700 topic-specific sites in order to
help users find, learn and share information within and outside of our network.
In doing so, we create an environment in which advertisers can direct their
messages to targeted audiences ranging from all users of our network to the
users of a specific site.

    HIGH-QUALITY, TOPIC-SPECIFIC SITES.  Each of our topic-specific sites is
overseen by a guide who is knowledgeable about the site's topic. Our experienced
editorial staff pre-screens, trains and oversees these guides in order to ensure
a quality user experience. As a result of this guide management process, our
sites incorporate high-quality original articles, information and relevant
hand-picked links to web sites within and outside our network.

    NETWORK BENEFITS.  ABOUT.COM is designed to enable users to move rapidly and
efficiently throughout our network and to find relevant information on a wide
range of topics. To facilitate user navigation, we group our web sites into
broad, topical channels. All of our sites and channels are designed and
presented in a consistent manner so that users moving through ABOUT.COM can
easily find the information they are seeking. By using standard templates and a
patented guide-management methodology, we can easily and cost-effectively add
new sites to address new topics of interest and to develop event-driven and
seasonal web sites.

                                       3
<PAGE>
    ATTRACTIVE ADVERTISING AND ELECTRONIC COMMERCE PLATFORM.  We believe our
network offers a broad range of advertising and electronic commerce marketing
opportunities. By organizing related sites into channels, we provide advertisers
and electronic commerce marketers with significant flexibility to select the
level of targeting that they want to achieve on ABOUT.COM. Advertisers and
electronic commerce marketers can access broad audiences by advertising across
our network or reach more targeted audiences by advertising in specific channels
or web sites.

PLATFORM STRUCTURE AND DEVELOPMENT

    Our network currently consists of more than 700 topic-specific sites, each
of which focuses on a particular topic and is overseen by a knowledgeable and
paid guide. For ease of use and for enhanced advertising opportunities, we have
grouped our more than 700 topic-specific sites into the following 28 channels.

ARTS/LITERATURE
AUTOS
CITIES/TOWNS
    Alaska/Hawaii
    California
    Midatlantic
    Midwest
    Mountain States
    New England
    Pacific Northwest
    Southeast
    Southwest
COMPUTING/TECHNOLOGY
EDUCATION
ENTERTAINMENT
FINANCE/INVESTING
FOOD/DRINK
GAMES
HEALTH/FITNESS
HOBBIES
HOME/GARDEN
INDUSTRY
INTERNET/ONLINE
JOBS/CAREERS
KIDS
NEWS/ISSUES
PARENTING/FAMILY
PEOPLE/RELATIONSHIPS
      Adult Interest
PETS
REAL ESTATE
SHOPPING
SMALL BUSINESS
SOCIETY/CULTURE
SPORTS
STYLE
TEENS
TRAVEL

                                       4
<PAGE>
    We will continue to enhance the content and services offered at the channel
and site levels. Towards this end, we have created a cross-discipline team
structure to focus on the needs of particular channels. In those areas where we
believe our internal offering can compete successfully on an independent basis,
the relevant channel teams will focus their energy on the channel's further
development. In other selected areas, we may choose to strengthen our channel
offering by combining the benefits of our network with the tools or content of a
third party. These relationships can vary from providing content for a
particular area of a channel to sponsoring an entire channel. They also enable
us to increase the breadth of content on our network without incurring
significant development costs. These third-party channel development agreements
are typically at least 12 months in duration and require our partners to make
payments to us for development, placement and advertising. To date, we have
formed partnerships in the following channels:

    - AboutShopping with ShopNow.com;

    - AboutFinance with The Motley Fool;

    - AboutComputing/Technology with CMP Media, Inc.;

    - AboutHealth with OnHealth.com;

    - Auto Channel with Cars.com;

    - Jobs/Careers Channel with HotJobs.com;

    - Real Estate Channel with Move.com; and

    - Kids Channel with SurfMonkey.com.

    We have also entered into partnerships to enhance our service offerings
across several of our channels. In the future, we may also expand our channel
offerings through the acquisition of complementary businesses and technologies.

DISTRIBUTION AND SYNDICATION PARTNERSHIPS

    We believe that our distribution and syndication partnerships drive traffic
to ABOUT.COM. Through these partnerships, we typically provide content to a
partner's web site, and users can then link to ABOUT.COM for the full feature or
additional information on that topic. The flexibility and breadth of our content
enables us to partner with a broad range of Internet companies, including the
following:

    - Search engines and Internet directories such as Ask Jeeves, Dogpile,
      Earthlink, GoTo.com, Mamma, Metacrawler, Netscape Communications and
      RealNames; and

    - Content web sites such as Embark.com, Pogo.com, Sportsrocket and
      Weather.com.

    These agreements typically require us to make payments that are either fixed
or are based on the amount of user traffic directed from the partner's site to
ABOUT.COM. In addition, through our recently established affiliate marketing
program, third-party web sites can populate their site with our features and
content, and Internet users are linked to ABOUT.COM for additional content.
These agreements will require us to make payments that are based on the amount
of user traffic directed from the affiliate's site to ABOUT.COM. Through our
syndication partnerships, we provide content to a partner's web site for a fee.
We intend to continue to pursue distribution and syndication partnerships with
leading Internet service providers and popular web sites in the future.

SALES AND MARKETING

    We believe our network provides a highly targeted platform for advertising
and electronic commerce over a broad range of consumer and business topics.
Sales of advertisements on ABOUT.COM are being generated primarily by our
internal advertising sales organization. Our internal advertising sales force
maintains close relationships with advertisers by consulting regularly with them
on design and placement of

                                       5
<PAGE>
their Internet-based advertising, by providing them with advertising measurement
analysis and by providing a high level of customer support. As of December 31,
1999, we had an internal advertising sales organization consisting of 39
professionals located in New York, Los Angeles and San Francisco. We intend to
increase the size of our internal advertising sales organization.

    Our advertisers typically enter into agreements with terms of between two
months and two years, under which they generally receive a guaranteed number of
impressions at a fixed rate. In some cases, these agreements entitle us to a
share of revenues generated by sales of merchandise or services over a
particular threshold resulting from direct links from ABOUT.COM. Advertisers
have significant flexibility in determining the placement of their
advertisements based on the level of targeting they want to achieve. We offer
numerous sizes and types of advertising placement, including banner
advertisements, button advertisements and text links. We also offer sponsorship
programs and other promotional opportunities to build brand awareness and to
drive traffic to the web sites of our advertisers.

    The following is a list of some of the advertisers that have advertised on
ABOUT.COM during 1999:

1-800 Flowers
Astra Pharmaceuticals
BellSouth
Big Star Entertainment
BMG Music
Borders.com
Buy.com
Cars.com
Discover
Drugstore.com
e-Bay
eGreetings
First Alliance Corp.
Hewlett Packard
JC Penney
Kforce

Lifeminders.com
Lowestfare.com
Mail.com
Mapquest.com
Martha Stewart.com
Mondera.com
MotherNature.com
MSN Sidewalk
Netscape
Nicorette
Petopia
RealNames
Synergy Brands
Totally Wireless
Travelocity
VR Services

    For several of our advertisers we have developed electronic commerce
promotions that integrate original content from ABOUT.COM with traditional
commercial advertising. We provide links to these integrated promotional sites
by prominently displaying the advertisement within ABOUT.COM. For example, we
have developed an online book store for Borders.com that integrates Borders'
book offerings with book reviews independently written by ABOUT.COM guides. As
part of this promotion, guides can make recommendations for books related to
their topic-specific sites that are linked to the Borders online book store. As
of December 31, 1999, over 520 guides had created annotated links to Borders
book store within their topic-specific sites. We believe these features create a
more relevant, engaging purchasing vehicle for users, while enhancing the value
of our network as an electronic commerce platform.

BRAND PROMOTION AND MARKETING

    We believe that an aggressive brand promotion campaign will increase usage
of ABOUT.COM, as well as attract additional advertisers and electronic commerce
partners. We market our service through online advertising and have been
advertising in selected cities through traditional offline media, including
outdoor and radio advertisements and a national trade magazine campaign. We also
utilize public relations, trade shows and ongoing customer communications
programs. We intend to expand our marketing and brand promotion initiatives.

                                       6
<PAGE>
GUIDE MANAGEMENT

    As of December 31, 1999, our 704 guides, 466 of whom had been guides for at
least one year, were located in over 40 states and 18 countries. Through the
topic-specific sites, these independent contractors create annotated Internet
directories and original content, and moderate personal interaction tools such
as bulletin boards and chat. As of December 31, 1999, the guides were directly
supported by a team of 61 of our employees, including 36 editors and guide
managers. Editors regularly monitor each topic-specific site to assess the
relevance and quality of its features, the management of personal interaction
tools and compliance with our policies. Editors also provide weekly newsletters
and host chats with guides to better communicate topic-specific site tips,
including news, ideas for improving sites and marketing information. Guide
Managers oversee the guides' working relationships with our full-time employees
and serve as the guides' primary contact for non-content, non-marketing issues.

    APPLICATION AND TRAINING.  We recruit our guides through various methods,
including searches of the Internet for topic-specific sites run by individuals,
user inquiries, referrals by existing guides and Internet-based classified job
listings. Guide applications are available on ABOUT.COM and are screened by a
team of editors who read and evaluate the applicant's sample feature article and
Internet directories, as well as assess the applicant's knowledge of his or her
topic. Once an application is accepted, the applicant becomes an associate guide
and is placed into a four-week preliminary training class. During this period,
the associate guide is taught how to construct and maintain one of our
topic-specific sites, how to administer a bulletin board and chat, and how to
create features and newsletters. At the same time, we review the associate
guide's feature articles and directories for quality of organization,
annotation, completeness, direct linking to relevant pages within web sites and
writing skills. If the associate guide meets our qualification criteria at the
end of this period, his or her web site becomes a live topic-specific site and
the associate guide becomes a guide.

    Following successful completion of the training class, each guide is placed
in a comprehensive 12-week follow-on training and quality control process.
During this period, the editorial staff provides guides with feedback on the
strengths and weaknesses of their sites and makes recommendations for further
improvements of both quality and consistency. At the end of this 12-week period,
the quality of the guide's site is rated. This rating is regularly revisited by
the editors and is one of the factors that determines a guide's minimum
compensation.

    GUIDE CONTRACTS.  Pursuant to the standard guide contract, we are granted an
exclusive perpetual license to use guide-developed ABOUT.COM content on the
Internet and on any other commercial online service, subject to the guide
sharing in any associated revenue. In addition, we also retain the right, on a
non-exclusive basis, to use the content in any offline media, subject to the
guide sharing in any associated revenue. The guides have agreed to share with us
any revenue derived from their use of this content in any offline media. The
standard guide contract is terminable by either party upon 15 days' prior
written notice.

    GUIDE COMPENSATION.  Guides are currently compensated based on the greater
of a monthly guarantee or a percentage of net advertising revenues generated by
the topic-specific sites on ABOUT.COM, which we distribute among the guides
based on the user traffic on each guide's respective topic-specific site. By
compensating guides based on the net advertising revenues of topic-specific
sites, the guides are provided incentives to help and encourage each other.
Guides are also currently entitled to share a percentage of net transaction
revenues and net syndication revenues. In addition, we may distribute a
discretionary bonus to guides based on outstanding content, exceptional
performance and longevity.

                                       7
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OUR PROPRIETARY TEMPLATE

    We have developed a proprietary template for the consistent presentation of
each topic-specific site's navigational features, content and personal
interaction tools. This template includes:

    - a welcome page that promotes various aspects of a topic-specific site,
      including the guide's latest featured article;

    - the name, email address and photograph of the guide managing the
      topic-specific site;

    - an Internet directory that provides annotated links to the guide's
      selected third-party Internet content, as well as links to other relevant
      content within the network;

    - an archive of the guide's original content features;

    - a guide-created email newsletter to allow the site's users to stay in
      touch with developments on the site and the site's particular topic;

    - a guide-moderated bulletin board where users can post questions, opinions
      or information;

    - a chat room for users that is used for regularly scheduled, guide-hosted
      chat sessions and unscheduled open chat;

    - a guide-maintained events calendar that lists various activities and
      events related to the site's specific topic; and

    - a biography page that provides users with a personal profile of each
      guide.

    Our editors regularly identify noteworthy content features within the
topic-specific sites and highlight the content by creating a variety of
aggregated areas within ABOUT.COM (e.g., "ABOUT.COM TODAY") and email
newsletters. We believe these aggregated content areas and newsletters are
effective site promotion and user retention tools.

OPERATING INFRASTRUCTURE

    Our operating infrastructure is designed to provide timely and efficient
delivery of the network to customers. Each page on a topic-specific site is
generated and delivered by one of our web and applications servers. Our network
uses FreeBSD, Solaris and Microsoft Windows NT for operating systems, and Apache
and IIS for Internet web server software. Our internal programming efforts are
written using a broad spectrum of programming languages.

    The administrative control center is our patented Internet-based site
management environment. This center enables our guides to remotely manage their
topic-specific sites at any time via a password-protected interface in order to
preview and upload content, view usage and feedback reports, and access
administrative tools for newsletters, chat, bulletin boards and events
calendars.

    In January 1998, we entered into an Internet-hosting agreement with
GlobalCenter to maintain all of our production servers at GlobalCenter's
Manhattan Data Center. This agreement was extended in January 1999 and is
terminable by either party upon 90 days' notice. GlobalCenter provides
comprehensive facilities management services, including human and technical
monitoring of all production servers 24 hours per day, seven days per week.
GlobalCenter provides the means of connectivity for ABOUT.COM's servers to
end-users via the Internet through high capacity transmission wires. These
connections link to many different parts of the Internet via a combination of
public and private peering agreements. The facility has two independent power
supplies, which are battery-powered, as well as two independent diesel
generators designed to provide power to these systems within seconds of a power
outage. The diesel generators can supply the data center's power for nine days
before refueling is required. GlobalCenter does not guarantee that our Internet
access will be uninterrupted, error-free or secure. Our operations are dependent
on GlobalCenter's ability to protect both its and our systems against damage
from fire, power

                                       8
<PAGE>
loss, water damage, telecommunications failures, vandalism and other malicious
acts, and similar unexpected adverse events. Any disruption in the Internet
access provided by GlobalCenter could have a material adverse effect on our
business, results of operations and financial condition.

    ABOUT.COM must accommodate a high volume of traffic and has in the past and
may in the future experience slower response times and system downtime for a
variety of reasons. An increase in volume of users accessing ABOUT.COM could
lead to systems failures or slower response times and adversely affect
advertising revenues. Users may become dissatisfied by any system failure that
interrupts our ability to provide ABOUT.COM to them or results in slower
response time. ABOUT.COM could also be affected by computer viruses, electronic
break-ins or other similar disruptions. Our insurance policies have low coverage
limits and therefore insurance may not adequately compensate us for any losses
that may occur due to any failures in our system or interruptions in our
service. Our business, results of operations and financial condition could be
materially adversely affected by any damage or failure that interrupts or delays
our operations.

    All of our production data is copied to backup tapes each night and these
backup tapes are rotated to a third-party facility for off-site storage. We keep
all of our production servers behind packet-filtered routers and do not allow
any outside access to any administrative functions. Strict password management
and physical security measures are followed.

    Our users and guides depend on Internet service providers, online service
providers and other web site operators for access to ABOUT.COM. Each of these
providers and operators has experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems. Moreover, the Internet infrastructure may not be able
to support continued growth in its use. Any of these problems could materially
adversely affect our business, results of operations and financial condition.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

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

    LIABILITY FOR INFORMATION RETRIEVED FROM ABOUT.COM AND FROM THE
INTERNET.  Content may be accessed on ABOUT.COM or on the web sites of our
distribution or syndication partners, and this content may be downloaded by
users and subsequently transmitted to others over the Internet. This could
result in claims against us based on a variety of theories, including
defamation, obscenity, negligence, copyright or trademark infringement or other
theories based on the nature, publication and distribution of this content.
These types of claims have been brought, sometimes successfully, against
providers of Internet services in the past. We could also be exposed to
liability with respect to third-party content that may be posted by users in
chat rooms or bulletin boards offered on the topic-specific sites. If any
information provided on ABOUT.COM, including information deemed to constitute
professional advice such as legal, medical, financial or investment advice,
contains errors or false or misleading information, third parties could make
claims against us for losses incurred in reliance on such information. ABOUT.COM
contains approximately 1,000,000 human-filtered annotated links to other web
sites. As a result, we may be subject to claims alleging that, by

                                       9
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directly or indirectly providing links to other web sites, we are liable for
copyright or trademark infringement or the wrongful actions of third parties
through their respective web sites.

    The Communications Decency Act of 1996, or CDA, was enacted to prohibit the
transmission over the Internet of indecent, obscene or offensive content. While
selected parts of the CDA have been deemed unconstitutional, provisions
protecting providers of Internet services from claims related to third-party
content remain effective. Under the CDA, a provider of Internet services will
generally not be treated as a publisher or speaker of any information available
on its service provided by a third-party content provider unless the provider of
Internet services exerts editorial control over the content or embraces the
content as its own. The Digital Millennium Copyright Act of 1998 provides
additional safe harbor defenses for Internet service providers under similar
conditions and upon compliance with procedural requirements specified in the
act. Our activities may prevent us from being able to take advantage of these
safe harbor provisions. In particular, while we do not edit the guide-developed
content prior to its availability on ABOUT.COM, we do monitor this content to
ensure compliance with our policies, which may subject us to claims that we are
the publisher of the content available on the topic-specific sites. In addition,
since we have exclusive online rights to all guide-developed content on
ABOUT.COM, we also aggregate this content for use on ABOUT.COM and for
syndication and distribution to third-party web sites and electronic commerce
partners. We may be subject to claims that we are the publisher of this
aggregated guide-developed content and to the extent that we exercise editorial
control over the content available on any site within our network, we increase
the risk that we will be found to be the publisher or speaker of that content.
While we attempt to reduce our exposure to this potential liability through,
among other things, provisions in guide agreements, user policies and
disclaimers, the enforceability and effectiveness of such measures are
uncertain.

    Our general liability insurance may not cover all potential claims to which
we are exposed and may not be adequate to indemnify us for all liability that
may be imposed. Any imposition of liability that is not covered by insurance or
is in excess of insurance coverage could have a material adverse effect on our
business, results of operations and financial condition. Even if these claims do
not result in liability, we could incur significant costs in investigating and
defending against these claims. Potential liability for information disseminated
through ABOUT.COM could lead us to implement measures to reduce our exposure to
such liability, which may require the expenditure of substantial resources and
limit the attractiveness of our network to users.

    STATUS OF THE GUIDES AS INDEPENDENT CONTRACTORS.  We treat the guides as
independent contractors for tax and employee benefit purposes. One or more
jurisdictions may deem the guides to be our employees rather than independent
contractors and seek to impose taxes, interest and penalties on us. We could
have substantial tax and employee benefit liabilities if it were ultimately
determined that the guides are our employees. See "Risk Factors--We could incur
significant withholding taxes and employee benefits expenses if the guides were
deemed to be our employees rather than independent contractors."

    ONLINE CONTENT REGULATIONS.  Several federal, state and foreign statutes
prohibit the transmission of indecent, obscene or offensive content over the
Internet to particular groups of persons. In particular, the Children's Online
Privacy Protection Act (COPPA) and the Protection from Sexual Predators Act
place restrictions on Internet service providers and content providers to ensure
that safeguards are in place to prevent children from accessing adult content.
Our network includes links to sites with adult content and we may need to comply
with one or more of these acts. In addition, there is pending legislation which
seeks to ban Internet gambling and federal and state officials have taken action
against businesses that operate Internet gambling activities. The enforcement of
these statutes and initiatives, and any future enforcement activities, statutes
and initiatives, may result in limitations on the type of content and
advertisements available on ABOUT.COM. Legislation regulating online content
could dampen the growth in use of the Internet generally and decrease the
acceptance of the Internet as an advertising and electronic commerce medium,
which could have a material adverse effect on our business, results of
operations and financial condition.

                                       10
<PAGE>
    PRIVACY CONCERNS.  The Federal Trade Commission, or FTC, is considering
adopting regulations regarding the collection and use of personal identifying
information obtained from individuals when accessing web sites, with particular
emphasis on access by minors. These regulations may include requirements that
companies establish certain procedures to, among other things:

    - give adequate and appropriate notice to users regarding information
      collection and disclosure practices;

    - provide users with the ability to have personal identifying information
      deleted from a company's database;

    - provide users with access to their personal information and with the
      ability to rectify inaccurate information; and

    - clearly identify affiliations or a lack thereof with third parties that
      may collect information or sponsor activities on a company's web site.

    We are currently implementing a program designed to enhance the protection
of personal information collected online from children under 13 years of age, as
required by the FTC in COPPA which will go into effect on April 21, 2000. In
compliance with COPPA, we will:

    - provide notice to users of our collection, use and disclosure practices;

    - obtain verifiable parental consent for the collection, use or disclosure
      of personal information collected online from children;

    - provide parents with a description of, and in some cases, the actual
      information that we have collected online from the child;

    - allow parents to opt out of further use of the information;

    - avoid conditioning participation in an activity on disclosure of
      unnecessary information; and

    - use reasonable data confidentiality, security and integrity procedures to
      protect such information.

    These regulations may also include enforcement and redress provisions. While
we are implementing programs designed to enhance the protection of the privacy
of our users, including children, these programs may not conform with any
regulations adopted by the FTC. Moreover, even in the absence of those
regulations, the FTC has begun investigations into the privacy practices of
companies that collect information on the Internet. One investigation resulted
in a consent decree pursuant to which an Internet company agreed to establish
programs to implement the principles noted above. The FTC has also investigated
companies' compliance with their stated privacy policies to ensure the accuracy
and truthfulness of companies' disclosures in their privacy policies. We may
become subject to similar investigations, or the FTC's regulatory and
enforcement efforts may adversely affect our ability to collect demographic and
personal information from users, which could have an adverse effect on our
ability to provide highly targeted opportunities for advertisers and electronic
commerce marketers. Any of these developments would have a material adverse
effect on our business, results of operations and financial condition.

    We use cookies to target advertising on our site. Cookies are information
keyed to a specific server, file pathway or directory location that is stored on
a user's hard drive, possibly without the user's knowledge, which are used to
track demographic information and to target advertising and may become subject
to laws limiting or prohibiting their use. A number of Internet commentators,
advocates and governmental bodies in the United States and other countries have
urged the passage of laws limiting or abolishing the use of cookies. Limitations
on or elimination of our use of cookies could limit the effectiveness of our
targeting of advertisements, which could have a material adverse effect on our
business, results of operations and financial condition.

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    The European Union, or EU, has adopted a directive that imposes restrictions
on the collection and use of personal data in the EU. Under the directive, EU
citizens are guaranteed rights to access their data, rights to know where the
data originated, rights to have inaccurate data rectified, rights to recourse in
the event of unlawful processing of their data and rights to withhold permission
to use their data for direct marketing. The directive could, among other things,
affect U.S. companies that collect information over the Internet from
individuals in EU member countries, and may impose restrictions that are more
stringent than current Internet privacy standard in the United States. In
particular, companies with offices located in EU countries will not be allowed
to send personal information to countries that do not maintain adequate
standards of privacy. The directive does not, however, specifically define what
standards of privacy are adequate. The United States has been negotiating with
the EU to establish safe harbor provisions which would allow the transfer of
data to the United States so long as certain specific safeguards are followed.
However, such safe harbors have not yet been adopted. As a result, the directive
may adversely affect the activities of entities such as us that engage in data
collection from users in EU member countries.

    DATABASE PROTECTION.  Legislative proposals made by the federal government
would afford broader protection to owners of databases of information, such as
stock quotes and sports scores. If enacted, owners of databases would have
certain protections and rights under copyright law for their databases. This
protection already exists in the EU. If enacted, this legislation could result
in an increase in the price of services that provide data to web sites and could
create potential liability for unauthorized use of these data. Either of these
possibilities could have a material adverse effect on our business, results of
operations and financial condition.

    INTERNET TAXATION.  A number of legislative proposals have been made at the
federal, state and local level, and by certain foreign governments, that would
impose additional taxes on the sale of goods and services over the Internet and
certain states have taken measures to tax Internet-related activities. Although
Congress recently placed a three-year moratorium on state and local taxes on
Internet access or on discriminatory taxes on electronic commerce, existing
state or local laws were expressly excepted from this moratorium. Further, once
this moratorium is lifted, some type of additional federal and/or state taxes
may be imposed upon Internet commerce. This legislation, or other attempts at
regulating commerce over the Internet, may substantially impede the growth of
commerce on the Internet and, as a result, adversely affect our opportunity to
derive financial benefit from those activities.

    REVENUE SHARING ARRANGEMENTS.  We enter into agreements with advertisers
under which we may be entitled to receive a share of revenues generated from the
purchase of goods and services through direct links from ABOUT.COM. These
agreements may expose us to additional legal risks and uncertainties, including
potential liabilities to customers of those products and services by virtue of
our involvement in providing access to those products or services, even if we do
not provide those products or services ourselves. Any indemnification provided
to us in our agreements with these parties, if available, may not be adequate.

    DOMAIN NAMES.  Domain names are Internet "addresses." The current system for
registering, allocating and managing domain names has been the subject of
litigation, including trademark litigation, and of proposed regulatory reform.
We have registered the domain name "ABOUT.COM." Although we are seeking to
register "ABOUT.COM" as a trademark in the United States, we may not
successfully obtain the registration and third parties may bring claims for
infringement against us for the use of this trademark. There can be no assurance
that our domain names will not lose their value, or that we will not have to
obtain entirely new domain names in addition to or in lieu of our current domain
names if reform efforts result in a restructuring of the current system.

    JURISDICTIONS.  Due to the global nature of the Internet, it is possible
that, although transmissions by us over the Internet originate primarily in New
York, the governments of other states and foreign countries might attempt to
regulate our transmissions or prosecute us for violations of their laws.
Existing laws may

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be modified, or new laws enacted, in the future. Any of the foregoing
developments could have a material adverse effect on our business, results of
operations and financial condition. In addition, as our network is available
over the Internet in multiple states and foreign countries, these jurisdictions
may claim that we are required to qualify to do business as a foreign
corporation in each of these states or foreign countries. Presently,we are
qualified to do business only in California, Georgia, Massachusetts, Minnesota,
New York and Utah, and failure by us to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties and could result in our inability to enforce contracts in these
jurisdictions. Any new legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and other online services could have a material adverse effect on our business,
results of operations and financial condition.

INTELLECTUAL PROPERTY

    We seek to protect our proprietary rights, but our actions may be inadequate
to protect our patents, trademarks or other proprietary rights or to prevent
others from claiming violations of their proprietary rights. We have one United
States patent, four patent applications on file with the United States Patent
and Trademark Office and three international patent applications. We enter into
confidentiality agreements with our material employees, guides, consultants and
strategic partners, and generally control access to and distribution of our
proprietary information. Despite our efforts to protect our proprietary rights
from unauthorized use or disclosure, parties may attempt to disclose, obtain or
use our proprietary information. The steps we have taken may not prevent
misappropriation of our proprietary information. Third parties may infringe or
misappropriate our proprietary rights, which could have a material adverse
affect on our business, results of operations and financial condition. The
validity, enforceability and scope of protection of proprietary rights in
Internet-related industries is still evolving.

    Furthermore, third parties may assert infringement claims against us. From
time to time we have been, and we expect to continue to be, subject to claims in
the ordinary course of our business, including claims of alleged infringement of
the trademarks and other intellectual property rights of third parties by us or
our guides. These claims by third parties and any resultant litigation, should
it occur, could subject us to significant liability for damages and could result
in the invalidation of our proprietary rights. In addition, even if we prevail,
any litigation could be time-consuming and expensive to defend, and could result
in the diversion of management's time and attention, any of which could
materially adversely affect our business, results of operations and financial
condition. Any claims from third parties may also result in limitations on our
ability to use the trademarks and other intellectual property subject to those
claims unless we enter into agreements with the third parties responsible for
those claims, which may be unavailable on commercially reasonable terms.

COMPETITION

    We compete for users, advertisers and electronic commerce marketers with a
wide range of companies including the following:

    - Internet "portal" companies, including Excite, Lycos and Yahoo!;

    - Internet search engines and directories, including AskJeeves and
      LookSmart;

    - online content web sites, including C/net, ESPN.com and ZDNet.com;

    - online personal homepage services, including GeoCities and Tripod;

    - publishers and distributors of television, radio and print, including CBS,
      Disney, NBC and Time Warner;

    - general purpose consumer online services, including America Online and
      Microsoft Network; and

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    - web sites maintained by Internet service providers, including AT&T
      WorldNet, EarthLink and MindSpring.

    We believe that our ability to compete depends on many factors, many of
which are outside of our control. These factors include the quality of content
provided by us and our competitors, the ease of use of services developed either
by us or our competitors, the timing and market acceptance of new and enhanced
services developed either by us or our competitors, and sales and marketing
efforts of us and our competitors.

    We also compete with television, radio, cable and print (traditional
advertising media) for a share of advertisers' total advertising budgets. If
advertisers perceive the Internet or ABOUT.COM to be a limited or ineffective
advertising medium, advertisers may be reluctant to devote a significant portion
of their advertising budget to Internet advertising or to advertise on
ABOUT.COM.

    Please see "Risk Factors--We may not be able to compete successfully" for a
more detailed description of the risks of competition.

EMPLOYEES AND GUIDES

    As of December 31, 1999, we had 300 full-time employees, including 95 in
marketing and sales, 72 in content, editorial and guide support, 34 in finance
and administration and 99 in product development, operations and technical
support. As of December 31, 1999, we had 704 guides and an additional 28 guides
in training. None of the guides are employed by us, but rather they are engaged
by us as independent contractors. None of our employees are represented by a
union. We believe our relationship with our employees and the guides is good.

CORPORATE HISTORY; RECENT ACQUISITIONS

    We were incorporated in New York in June 1996 as General Internet Inc. and
we reincorporated in Delaware in December 1998 as MiningCo.com, Inc. In
March 1999, we completed our initial public offering of common stock and
concurrent placement, receiving net proceeds of approximately $81 million. We
changed our corporate name to About.com, Inc. in May 1999. In October 1999, we
received net proceeds of approximately $141 million in connection with our
follow-on offering of common stock.

    In June 1999, we acquired VantageNet, which operates freepolls.com and hosts
polls, forums, surveys, guestbooks, message boards, horoscopes and other free
services for web sites.

    In December 1999, we acquired North Sky, Inc., which operates
freeservers.com, provides web site development tools and is a hosting network
for thousands of web sites. North Sky markets its privately labeled and
co-branded solutions to businesses and organizations that want to offer tools to
enhance their web presence and traffic. Through its Domain Name Branding
proprietary network architecture, North Sky utilizes a company's name in the URL
of web sites and e-mail it offers, providing a complete online community
presence.

    In January 2000, we acquired ExpertCentral.com, Inc., which operates a web
site that connects Internet users with specific questions to over 6000 rated
experts in 18 different information categories covering more than 300 topics.

    In March 2000, we acquired Sombasa Media Inc., an online marketing company
empowering e-commerce through its individualized e-mail publications.

    Each of VantageNet, based in St. Paul, Minnesota, North Sky, based in Orem,
Utah, ExpertCentral, based in Newton, Massachusetts, and Sombasa Media, based in
Boston, Massachusetts operate as independent subsidiaries of our company.

                                       14
<PAGE>
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

BECAUSE WE HAVE ONLY BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME, THERE IS
LIMITED INFORMATION UPON WHICH YOU CAN EVALUATE OUR BUSINESS.

    We were incorporated in June 1996 and launched our network in April 1997.
Accordingly, you can only evaluate our business based on our limited operating
history. As a young company, we face risks and uncertainties relating to our
ability to successfully implement our business plan. If we are unsuccessful in
addressing these risks and uncertainties, our business, results of operations
and financial condition will be materially adversely affected.

WE HAVE LOST MONEY EVERY QUARTER AND EVERY YEAR, AND WE EXPECT TO LOSE MONEY IN
THE FUTURE.

    If our revenues do not increase substantially, we may never become
profitable. We have not generated enough revenues to exceed the substantial
amounts we have spent to create, launch and enhance About.com and to grow our
business. Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis in the future.

    A portion of our historical revenues have been derived from barter
agreements. Approximately 10% of our revenues in 1998 and approximately 7% of
our revenues in 1999 were derived from agreements where we traded advertisements
on About.com in exchange for advertisements on other web sites without receiving
any cash payments. We expect that these barter revenues will account for less
than 10% of our total annual revenues in the future.

    Our costs of revenues combined with our operating expenses have exceeded our
revenues for all quarters. We have historically funded our operations by selling
our stock and not by generating income from our business. At December 31, 1999,
our accumulated deficit was $81.8 million. We expect to continue to lose money
for the foreseeable future because we plan to continue to incur significant
expenses.

FLUCTUATIONS IN OUR OPERATING RESULTS MAY NEGATIVELY IMPACT OUR STOCK PRICE.

    Our quarterly operating results may fluctuate significantly in the future
due to a variety of factors that could affect our revenues or our expenses in
any particular quarter. It is possible that in some future periods our results
of operations may be below the expectations of public market analysts and
investors. In this event, the price of our common stock is likely to fall.

    You should not rely on our results of operations during any particular
quarter as an indication of our results for a full year or any other quarter.
Factors that may affect our quarterly results include:

    - the demand for advertising on About.com;

    - the number of Internet users on, and the frequency of their use of,
      About.com, since our advertising revenues are typically based on user
      traffic;

    - our ability to attract and retain advertisers and electronic commerce
      partners;

    - fees we may pay for distribution or content or other costs we may incur as
      we expand our operations;

    - our ability to meet the minimum number of advertisements that we are
      required to deliver to users by many of our advertising contracts, since
      our failure to do this would result in our deferring recognition of the
      related revenues and would reduce our available advertising inventory in
      subsequent periods;

    - changes in rates paid for advertising on About.com; and

    - the timing and amount of our costs related to advertising sales and
      marketing efforts.

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<PAGE>
    Our operating expenses are based in part on our expectations of our future
revenues and are relatively fixed in the short term. Given our limited operating
history and our difficulties in accurately estimating the user traffic
historically experienced on our website, user traffic on our website is
difficult to forecast accurately. Consequently, since revenues from Internet
advertising will make up a significant amount of our revenues for the
foreseeable future, our revenues are difficult to forecast accurately. In
particular, we intend to continue to expend significant amounts to build and
enhance brand awareness of About.com. We may be unable to adjust spending
quickly enough to offset any unexpected revenue shortfall. If we have a
shortfall in revenues in relation to our expenses, or if our expenses precede
increased revenues, then our results of operations and financial condition would
be materially adversely affected.

WE WILL ONLY BE ABLE TO EXECUTE OUR BUSINESS PLAN IF INTERNET USAGE GROWS.

    Our business would be adversely affected if Internet usage does not grow.
Internet usage may be inhibited for any of the following reasons:

    - the Internet infrastructure may not be able to support the demands placed
      on it, and its performance and reliability may decline as usage grows;

    - security and authentication concerns with respect to the transmission over
      the Internet of confidential information, such as credit card numbers, and
      attempts by unauthorized computer users, so-called hackers, to penetrate
      online security systems; and

    - privacy concerns, including those related to the ability of web sites to
      gather user information without the user's knowledge or consent.

WE WILL ONLY BE ABLE TO EXECUTE OUR BUSINESS PLAN IF INTERNET ADVERTISING
INCREASES.

    Our business, results of operations and financial condition would be
materially adversely affected if the Internet advertising market develops more
slowly than we expect or if we are unsuccessful in increasing our advertising
revenues. Revenues from Internet advertising will make up a significant amount
of our revenues for the foreseeable future. Since the Internet advertising
market is new and rapidly evolving, we cannot yet gauge its effectiveness as
compared to traditional advertising media.

    The adoption of Internet advertising, particularly by those entities that
have historically relied upon traditional media for advertising, requires the
acceptance of a new way of conducting business, exchanging information and
advertising products and services. Advertisers that have traditionally relied
upon other advertising media may be reluctant to advertise on the Internet.
These businesses may find Internet advertising to be less effective than
traditional advertising media for promoting their products and services. Many
potential advertising and electronic commerce partners have little or no
experience using the Internet for advertising purposes. Consequently, they may
allocate only limited portions of their advertising budgets to Internet
advertising.

    Advertisers and electronic commerce marketers may not advertise on About.com
or may pay less for advertising on About.com if they do not believe that they
can reliably measure the effectiveness of Internet advertising or the
demographics of the user viewing their advertisements. We use both internal
measurements and measurements provided to us by third parties. If these third
parties are unable to continue to provide these services, we would have to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business while we are
replacing these services. In addition, we are implementing additional systems
designed to record demographic data on our customers. If we do not implement
these systems successfully, we may not be able to accurately evaluate the
demographic characteristics of our customers. Moreover, "filter" software
programs that limit or prevent advertising from being delivered to an Internet
user's computer are available. Widespread adoption of this software could
adversely affect the commercial viability of Internet advertising.

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<PAGE>
    To the extent that minimum guaranteed impression levels are not met over the
contract period, we defer recognition of the corresponding pro rata portion of
the revenues related to such unfulfilled obligation until the guaranteed
impression levels are achieved. Advertising based on impressions, or the number
of times an advertisement is delivered to users, represents substantially all of
our current revenues. To the extent that minimum impression levels are not
achieved for any reason, we may be required to provide additional impressions
after the contract term, which would reduce our advertising inventory.

    Our revenues could be adversely affected if we are unable to adapt to other
Internet advertising pricing models if they are adopted. It is difficult to
predict which, if any, pricing models for Internet advertising will emerge as
industry standards. This makes it difficult to project our future advertising
rates and revenues.

WE MAY NOT BE ABLE TO ADAPT AS INTERNET TECHNOLOGIES AND CUSTOMER DEMANDS
CONTINUE TO EVOLVE.

    To be successful, we must adapt to rapidly changing Internet technologies by
continually enhancing About.com and introducing new services to address our
users' changing demands. We could incur substantial costs if we need to modify
our services or infrastructure in order to adapt to changes affecting providers
of Internet services. Our business, results of operations and financial
condition could be materially adversely affected if we incurred significant
costs to adapt, or cannot adapt, to these changes.

THE DEVELOPMENT OF OUR BRAND IS ESSENTIAL TO OUR FUTURE SUCCESS.

    If our brand marketing efforts are unsuccessful, our business, financial
condition and results of operations would be materially adversely affected. In
order to build our brand awareness, we must succeed in our brand marketing
efforts, provide high-quality services and increase user traffic on About.com.
These efforts have required, and will continue to require, significant expenses.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.

    Competition could result in less user traffic to About.com, price reductions
for our advertising inventory, reduced margins or loss of market share, any of
which would have a material adverse effect on our business, results of
operations and financial condition. We face intense competition for users and
for advertisers. We expect this competition to increase because there are no
substantial barriers to entry in our market. Competition may also increase as a
result of industry consolidation. We may not be able to compete successfully.

    We believe that many of our existing competitors, as well as potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may allow them to devote greater resources than we
can to the development and promotion of their services. These competitors may
also engage in more extensive research and development, adopt more aggressive
pricing policies and make more attractive offers to existing and potential
employees, guides, distribution partners and advertisers. Our competitors may
develop services that are equal or superior to About.com or that achieve greater
market acceptance than About.com.

    In addition, current and potential competitors have established or may
establish cooperative relationships among themselves or with third parties to
increase the ability of their services to address the needs of advertisers and
electronic commerce marketers. As a result, it is possible that new competitors
may emerge and rapidly acquire significant market share.

    For more information, please see "Business--Competition."

                                       17
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WE DEPEND ON RELATIONSHIPS WITH THIRD PARTIES.

    Our business, results of operations and financial condition could be
materially adversely affected if we do not establish and maintain distribution
relationships on commercially reasonable terms or if any of our distribution
relationships do not result in increased user traffic on About.com. A portion of
the users who come to About.com come from third-party web sites with which we
have non-exclusive, short-term distribution relationships. Since these web sites
may not attract significant numbers of users themselves, About.com may not
receive a significant number of additional users from these relationships.
Moreover, we may have to pay significant fees to establish additional
relationships or maintain existing relationships in the future.

    We have entered into, and may continue to enter into, agreements with
advertisers or other third-party web sites that require us to exclusively
feature these parties for certain aspects of About.com. These exclusivity
agreements may limit our ability to enter into other advertising or sponsorship
agreements or other strategic relationships. Many companies we may pursue for
strategic relationships also offer competing services. As a result, these
competitors may be reluctant to enter into strategic relationships with us.

WE MAY NOT EFFECTIVELY MANAGE OUR GROWTH.

    In order to execute our business plan, we must grow significantly. This
growth will place a significant strain on our personnel, management systems and
resources. If we do not manage growth effectively, our business, results of
operations and financial condition would be materially adversely affected. We
expect that the number of our employees, including management-level employees,
will continue to increase for the foreseeable future. In addition, we expect
that the number of guides will continue to increase as new topic-specific sites
are established. We must continue to improve our operational and financial
systems and managerial controls and procedures, and we will need to continue to
expand, train and manage our workforce. We must also maintain close coordination
among our technical, accounting, finance, marketing, sales and editorial
organizations.

REGULATORY AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS.

    Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease the demand for our network,
increase our cost of doing business or otherwise have a material adverse effect
on our business, results of operations and financial condition. There are, and
will be, an increasing number of laws and regulations pertaining to the
Internet. These laws or regulations may relate to liability for information
retrieved from or transmitted over the Internet, online content regulation, user
privacy, taxation and the quality of products and services. Moreover, the
applicability to the Internet of existing laws governing intellectual property
ownership and infringement, copyright, trademark, trade secret, obscenity,
libel, employment, personal privacy and other issues is uncertain and
developing.

WE MAY BE LIABLE FOR THE CONTENT WE MAKE AVAILABLE ON THE INTERNET.

    We make content available on About.com and on the web sites of our
advertisers and distribution and syndication partners. The availability of this
content could result in claims against us based on a variety of theories,
including defamation, obscenity, negligence, copyright or trademark
infringement. Other claims may be brought based on the nature, publication and
distribution of our content or based on errors or false or misleading
information provided on About.com, including information deemed to constitute
professional advice such as legal, medical, financial or investment advice. We
could also be exposed to liability for third-party content accessed through
About.com's links to other websites or posted by users in chat rooms or bulletin
boards offered on our topic-specific sites. Our financial condition could be
materially adversely affected if we were found liable for information that we
make available. Implementing measures to reduce

                                       18
<PAGE>
our exposure to this liability may require us to spend substantial resources and
limit the attractiveness of our services to customers.

IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE COMPLETED AND FUTURE ACQUISITIONS
INTO OUR OPERATION, THERE COULD BE AN ADVERSE EFFECT ON OUR BUSINESS AND RESULTS
OF OPERATIONS.

    We have and may continue to acquire complementary businesses, products and
technologies in the future. Some of the risks attendant to these acquisitions
are:

    - difficulties and expenses of integrating the operations and personnel of
      acquired companies into our operations while preserving the goodwill of
      the acquired entity;

    - the additional financial resources that may be needed to fund the
      operations of acquired companies;

    - the potential disruption of our business;

    - our management's ability to maximize our financial and strategic position
      by incorporating acquired technology or businesses;

    - the difficulty of maintaining uniform standards, controls, procedures and
      policies;

    - the potential loss of key employees of acquired companies;

    - the impairment of relationships with employees and customers as a result
      of changes in management; and

    - increasing competition with other entities for desirable acquisition
      targets.

    Any of the above risks could prevent us from realizing significant benefits
from our acquisitions. In addition, the issuance of our common stock in
acquisitions will dilute our stockholder interests, while the use of cash will
deplete our cash reserves. Finally, if we are unable to account for our
acquisitions under the "pooling of interests" method of accounting, we may incur
significant, one-time write-offs and amortization charges. These write-offs and
charges could decrease our future earnings or increase our future losses.

WE COULD INCUR SIGNIFICANT WITHHOLDING TAXES AND EMPLOYEE BENEFITS EXPENSES IF
THE GUIDES WERE DEEMED TO BE OUR EMPLOYEES RATHER THAN INDEPENDENT CONTRACTORS.

    One or more jurisdictions or taxing authorities, including the Internal
Revenue Service, may seek to treat the guides as our employees rather than
independent contractors. As a result, they may seek to impose taxes, interest or
penalties on us. In addition, employees are generally entitled to healthcare and
other benefits that are typically unavailable to independent contractors. Since
we believe that the guides are independent contractors, we would vigorously
oppose any claim to the contrary. However, our efforts to do so might not be
successful. We are not able to estimate accurately the quantitative effect that
these taxes or employee benefit costs would have on us if the guides were deemed
to be employees. Our business, results of operations and financial condition
would be materially adversely affected if these claims are made and we do not
prevail or if we are required to treat the guides as employees for tax or
employee benefit purposes or otherwise.

WE DEPEND ON OUR KEY EXECUTIVES AND WILL NEED ADDITIONAL PERSONNEL TO GROW OUR
BUSINESS.

    Our future success depends, in part, on the continued service of our key
management personnel, particularly Mr. Scott P. Kurnit, our Chief Executive
Officer, and Mr. William C. Day, our President and Chief Operating Officer.
Although we are the beneficiary of a key person life insurance policy on
Mr. Kurnit's life, the loss of his services, or the services of other key
employees, would have a material adverse effect on our business, results of
operations and financial condition. Our future success also

                                       19
<PAGE>
depends on our ability to attract, retain and motivate highly skilled employees,
including advertising sales personnel. Competition for employees in our industry
is intense. We may be unable to attract, assimilate or retain other highly
qualified employees in the future. We have from time to time in the past
experienced, and we expect to continue to experience in the future, difficulty
in hiring and retaining highly skilled employees with appropriate
qualifications.

THE PERFORMANCE OF ABOUT.COM IS CRITICAL TO OUR BUSINESS AND TO OUR REPUTATION.

    Any system failure, including network, software or hardware failure, that
causes an interruption in our network or a decrease in responsiveness of
About.com could result in reduced user traffic on About.com and reduced revenue.
About.com has in the past experienced slower response times and interruptions in
service for a variety of reasons. About.com could also be affected by computer
viruses, electronic break-ins or other similar disruptions. Our insurance
policies have low coverage limits and therefore our insurance may not adequately
compensate us for any losses that may occur due to any interruptions to our
network.

    In January 1998, we entered into an Internet-hosting agreement with
GlobalCenter, Inc. to maintain all of our production servers at GlobalCenter's
Manhattan Data Center. This agreement was extended in January 1999 and is
terminable by either party upon 90 days' notice. Our operations depend on
GlobalCenter's ability to protect its and our systems against damage from fire,
power loss, water damage, telecommunications failures, vandalism and other
malicious acts, and similar unexpected adverse events. Any disruption in the
Internet access provided by GlobalCenter could have a material adverse effect on
our business, results of operations and financial condition.

    Our users and our guides depend on Internet service providers, online
service providers and other web site operators for access to About.com. Each of
these providers has experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system failures
unrelated to our systems.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND WE MAY BE LIABLE FOR
INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

    Third parties may infringe or misappropriate our patents, trademarks or
other intellectual property, which could have a material adverse effect on our
business, results of operations or financial condition. While we enter into
confidentiality agreements with our material employees, guides, consultants and
strategic partners, and generally control access to and distribution of our
proprietary information, the steps we have taken to protect our intellectual
property may not prevent misappropriation. In addition, we do not know whether
we will be able to defend our proprietary rights since the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries is still evolving.

    Third parties may assert infringement claims against us. From time to time
in the ordinary course of business we have been, and we expect to continue to
be, subject to claims of alleged infringement of the trademarks and other
intellectual property rights of third parties. These claims and any resultant
litigation, should it occur, could subject us to significant liability for
damages. In addition, even if we prevail, litigation could be time-consuming and
expensive to defend, and could result in the diversion of our time and
attention. Any claims from third parties may also result in limitations on our
ability to use the intellectual property subject to these claims unless we are
able to enter into agreements with the third parties making these claims.

SEASONAL FACTORS MAY AFFECT OUR QUARTERLY OPERATING RESULTS.

    Seasonality of user traffic on About.com and our advertising revenues may
cause our total revenues to fluctuate. User traffic on web sites has typically
declined during the summer and year-end vacation and holiday periods. We believe
that advertising sales in traditional media, such as television and radio,

                                       20
<PAGE>
generally are lower in the first and third calendar quarters of each year.
Similar seasonal or other patterns may develop in our business.

WE CANNOT PREDICT OUR FUTURE CAPITAL NEEDS AND WE MAY NOT BE ABLE TO SECURE
ADDITIONAL FINANCING.

    We may need to raise additional funds in the future in order to fund more
aggressive brand promotion or more rapid expansion, to develop new or enhanced
services, to respond to competitive pressures or to make acquisitions. Any
required additional financing may not be available on terms favorable to us, or
at all. If adequate funds are not available on acceptable terms, we may be
unable to fund our expansion, successfully promote our brand, or take advantage
of acquisition opportunities, develop or enhance services, respond to
competitive pressures or take advantage of acquisition opportunities, any of
which could have a material adverse effect on our business, results of
operations and financial condition. If additional funds are raised by our
issuing equity securities, stockholders may experience dilution of their
ownership interest and the newly issued securities may have rights superior to
those of the common stock. If additional funds are raised by our issuing debt,
we may be subject to limitations on our operations, including limitations on the
payment of dividends. We currently anticipate that the net proceeds from our
latest offering, together with currently available funds, will be sufficient to
meet our anticipated needs through at least 2000.

OUR OFFICERS AND DIRECTORS HAVE SIGNIFICANT INFLUENCE OVER US.

    Our executive officers and directors, in the aggregate, beneficially own
approximately 20.5% of the common stock. These stockholders may be able to
exercise control over all matters requiring approval by our stockholders,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also have the effect of
delaying or preventing a change in control of us, which could have a material
adverse effect on our stock price.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

    The market price of our common stock has fluctuated in the past and is
likely to continue to be highly volatile and could be subject to wide
fluctuations. In addition, the Nasdaq National Market, where most publicly held
Internet companies are traded, has experienced extreme price and volume
fluctuations. These fluctuations often have been unrelated or disproportionate
to the operating performance of these companies. These broad market and industry
factors may materially adversely affect the market price of our common stock,
regardless of our actual operating performance. In the past, following periods
of volatility in the market price of a company's securities, securities class
action litigation often has been instituted against that company. Litigation
like this, if instituted, could result in substantial costs and a diversion of
management's attention and resources.

                                       21
<PAGE>
ITEM 2: PROPERTIES

    We are headquartered at 220 East 42nd Street, New York, New York, where we
lease an aggregate of approximately 42,000 square feet of space covering three
floors. The leases on these floors expire between 2000 and 2003. We also entered
into a six-month lease for approximately 3,000 square feet of commercial space
in Westchester, New York.

    On December 31, 1999 we entered into a lease for approximately 169,000
square feet on six floors of the building located at 1440 Broadway, New York,
New York for our new corporate headquarters. Initially, the area within the
building available to us will be approximately 79,700 square feet, and will
increase over the next several years to approximately 169,000 square feet. The
term of the lease is for 15 years and provides for an option to extend the term
for an additional 5 years. The lease also provides for options to expand our
space within the building by up to an additional 3 floors.

    We lease an office of approximately 5,000 square feet at 375 Franklin Road,
Marietta, Georgia that expires in February 2000 and provides for an option to
expand our space within the building by up to approximately 4,300 square feet.
We also lease a sales office of approximately 3,515 square feet located at 120
Montgomery Street, San Francisco, California that expires in July 2002. We lease
an office at 1508 North Technology Way, Orem, Utah that expires in July 2004 and
covers approximately 6,600 square feet. We lease an office at 85 Wells Avenue,
Newton, Massachusetts that expires in November 2002 and is for approximately
11,100 square feet. In addition, we lease a product development office at 360
North Robert Street, St. Paul, Minnesota that expires in 2002 and covers
approximately 1,730 square feet. We also lease an office of approximately
4200 square feet located at 320 Congress Street, Boston, Massachusetts that
expires in December 2000.

ITEM 3: LEGAL PROCEEDINGS

    None.

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

    None.

                                       22
<PAGE>
                                    PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                          PRICE RANGE OF COMMON STOCK

    Since May 20, 1999, our common stock has been traded on the Nasdaq National
Market under the symbol "BOUT." From March 24, 1999 until May 19, 1999, our
common stock was traded on the Nasdaq National Market under the symbol "MINE."
The following table sets forth, for the periods indicated, the high and low
sales prices per share for our common stock as reported by the Nasdaq National
Market:

<TABLE>
<CAPTION>
                                                                     PRICE RANGE OF
                                                                      COMMON STOCK
                                                              -----------------------------
                                                                  HIGH             LOW
                                                              -------------   -------------
<S>                                                           <C>             <C>
Year Ended December 31, 1999:
First Quarter (from March 24, 1999).........................  $89 1/2         $46 7/16
Second Quarter..............................................  100              23
Third Quarter...............................................   58 3/4          19 1/2
Fourth Quarter..............................................   94 3/4          40 1/2
</TABLE>

                                    HOLDERS

    On March 28, 2000, the reported last sale price for our common stock on the
Nasdaq National Market was $89 7/8 per share. As of February 15, 2000, there
were 152 holders of record of our common stock. In addition, there were
approximately 6,800 beneficial owners of our common stock, representing persons
whose stock is in nominee or "street name" accounts through brokers.

                    RECENT SALES OF UNREGISTERED SECURITIES

    On December 14, 1999, we issued an aggregate of 501,585 shares of common
stock in exchange for all of the outstanding capital stock of North Sky, Inc.

    On January 27, 2000, we issued an aggregate of 496,651 shares of our common
stock in exchange for all of the oustanding capital stock of
ExpertCentral.com, Inc.

    On March 27, 2000, we issued 406,673 shares of common stock in exchange for
all of the outstanding capital stock of Sombasa Media Inc.

                            USE OF PROCEEDS FROM IPO

    On March 29, 1999, we consummated the initial public offering of 3,450,000
shares of our common stock and a concurrent private placement of 107,527 shares
of our common stock (collectively, the "Initial Public Offering"). Net proceeds
from the Initial Public Offering were approximately $81.0 million.

    From March 31, 1999 to December 31, 1999, we used approximately $55 million
of the proceeds from the Initial Public Offering for general corporate purposes,
capital expenditures, marketing expenditures related to marketing and branding
campaigns, the payment of debt obligations and cash paid in connection with the
acquisition of VantageNet.

    On November 3, 1999 and November 17, 1999, we consummated the follow-on
offering of 3,110,000 shares of our common stock (the "Follow-on Offering"). Net
proceeds from the Follow-on Offering were approximately $145.7 million.

                                DIVIDEND POLICY

    We have not declared or paid any cash dividends on our capital stock since
inception and do not expect to pay any cash dividends for the foreseeable
future. We currently intend to retain future earnings, if any, to finance the
expansion of our business.

                                       23
<PAGE>
ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA

    The selected consolidated financial data set forth below with respect to
About.com's consolidated statement of operations for each of the years ended
December 31, 1999, 1998 and 1997 and with respect to About.com's consolidated
balance sheet as of December 31, 1999 and 1998 have been derived from the
audited consolidated financial statements that are included elsewhere herein.
The selected consolidated financial data set forth with respect to About.com's
statement of operations for the period ended December 31, 1996 and with respect
to About.com's balance sheet as of December 31, 1997 and 1996 are derived from
the audited financial statements of About.com which are not included herein. The
selected consolidated financial data set forth below is qualified in its
entirety by, and should be read in conjunction with, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and the notes to those statements included
elsewhere herein.

<TABLE>
<CAPTION>
                                                                                        PERIOD FROM
                                                                                          JUNE 27,
                                                                                            1996
                                                         YEAR ENDED DECEMBER 31,       (INCEPTION) TO
                                                      ------------------------------    DECEMBER 31,
                                                        1999       1998       1997          1996
                                                      --------   --------   --------   --------------
                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                   <C>        <C>        <C>        <C>
Consolidated Statement of Operations Data:
Revenues............................................  $ 26,962   $  3,722   $   391       $    --
Gross profit (loss).................................     9,351       (494)   (1,540)          (91)
Total operating expenses............................    67,821     14,398     6,801         2,290
Loss from operations................................   (58,471)   (14,892)   (8,341)       (2,381)
Net loss............................................   (55,096)   (15,578)   (8,640)       (2,438)
Net loss attributable to common stockholders........   (55,756)   (16,808)   (8,640)       (2,438)
Basic and diluted net loss per common share.........     (5.30)     (9.71)    (4.94)        (1.20)
Weighted average shares outstanding used in basic
  and diluted net loss per common share
  calculation.......................................    10,519      1,732     1,749         2,035
</TABLE>

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
                                                          -----------------------------------------
                                                            1999       1998       1997       1996
                                                          --------   --------   --------   --------
                                                                       (IN THOUSANDS)
<S>                                                       <C>        <C>        <C>        <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents and short-term investments....  $161,714   $10,644    $   303     $1,647
Long-term investments...................................    14,200        --         --         --
Working capital.........................................   157,940     4,231     (3,098)     1,195
Total assets............................................   242,081    15,658      1,357      2,039
Convertible notes payable...............................        --        --      4,851         --
Notes payable, excluding current portion................       695       621      3,630      3,972
Convertible preferred stock.............................        --    32,072         --         --
Total stockholders' (deficit) equity....................   225,160   (24,662)   (10,944)    (2,425)
</TABLE>

                                       24
<PAGE>
                        QUARTERLY RESULTS OF OPERATIONS

    The following table sets forth certain unaudited consolidated quarterly
statement of operations data for the eight quarters ended December 31, 1999.
This information is unaudited, but in the opinion of management, it has been
prepared substantially on the same basis as the audited consolidated financial
statements appearing elsewhere in this report, and all necessary adjustments,
consisting only of normal recurring adjustments, have been included in the
amounts stated below to present fairly the unaudited consolidated quarterly
results of operations. The consolidated quarterly data should be read in
conjunction with our audited consolidated financial statements and the notes to
such statements appearing elsewhere in this report. The results of operations
for any quarter are not necessarily indicative of the results of operations for
any future period.
<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                         ----------------------------------------------------------------
                         MARCH 31,   JUNE 30,    SEPTEMBER 30,   DECEMBER 31,   MARCH 31,
                           1998        1998          1998            1998         1999
                         ---------   ---------   -------------   ------------   ---------
                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                      <C>         <C>         <C>             <C>            <C>
Revenues...............  $     152   $     396     $   1,030       $   2,144    $   2,367

Gross profit (loss)....       (411)       (347)         (202)            466       (3,572)

Total operating
  expenses.............      1,536       2,359         4,084           6,419        8,368

Loss from operations...     (1,947)     (2,706)       (4,286)         (5,953)     (11,940)

Net loss...............     (2,425)     (2,799)       (4,356)         (5,998)     (11,922)

Net loss attributable
  to common
  stockholders.........     (2,425)     (3,062)       (4,748)         (6,573)     (12,582)

Basic and diluted net
  loss per common
  share................      (1.43)      (1.65)        (2.69)          (3.79)       (4.07)

Weighted average shares
  outstanding used in
  basic and diluted net
  loss per common share
  calculation..........      1,696       1,700         1,767           1,173        3,095

<CAPTION>
                                    THREE MONTHS ENDED
                         -----------------------------------------
                          JUNE 30,    SEPTEMBER 30,   DECEMBER 31,
                            1999          1999            1999
                         ----------   -------------   ------------
                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                      <C>          <C>             <C>
Revenues...............  $    3,707     $    7,884     $   13,004
Gross profit (loss)....         779          3,789          8,355
Total operating
  expenses.............      22,272         17,642         19,539
Loss from operations...     (21,493)       (13,853)       (11,184)
Net loss...............     (20,693)       (13,173)        (9,308)
Net loss attributable
  to common
  stockholders.........     (20,693)       (13,173)        (9,308)
Basic and diluted net
  loss per common
  share................       (1.71)         (1.08)         (0.63)
Weighted average shares
  outstanding used in
  basic and diluted net
  loss per common share
  calculation..........      12,083         12,205         14,673
</TABLE>

                                       25
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

YOU SHOULD READ THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF ABOUT.COM TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS
AND THE NOTES TO SUCH STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT
EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT ABOUT.COM AND OUR
INDUSTRY. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
ABOUT.COM'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY
DESCRIBED IN THE "RISK FACTORS" SECTION AND ELSEWHERE IN THIS REPORT. WE
UNDERTAKE NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR
ANY REASON, EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN
THE FUTURE.

OVERVIEW

    For the period from our incorporation on June 27, 1996 through April 1997,
our operating activities related primarily to the initial development of
ABOUT.COM, recruitment of employees and guides, and the establishment of our
organizational and technical infrastructure. Since the launch of our network in
April 1997, revenues and operating expenses have increased as we enhanced our
network of guides, expanded our editorial and operating staff, improved
ABOUT.COM's functions and features and promoted ABOUT.COM to increase brand
awareness. As part of our marketing efforts, we have conducted online campaigns
and, beginning in June 1998, an offline campaign consisting of a national trade
magazine print campaign, and outdoor and radio advertisements in selected
cities. In the second quarter of 1999, we conducted a significant offline
campaign consisting of a national print and television advertising campaign in
connection with the launch of the About.com brand.

    To date, we have derived substantially all of our revenues from the sale of
advertisements on ABOUT.COM. We expect to derive our revenues principally from
the sale of advertising on ABOUT.COM for the foreseeable future. We currently
offer advertisers numerous sizes and types of advertising placements, including
banner advertisements, button advertisements and text links. We also offer
sponsorship programs and other promotional opportunities to build brand
awareness and drive user traffic to an advertiser's web site. To date, sales of
advertisements on ABOUT.COM have been generated primarily by our internal
advertising sales organization.

    Advertisers on ABOUT.COM enter into agreements of typically between two
months and two years in duration. Pursuant to these agreements, we generally
guarantee a minimum number of impressions, or the number of times that an
advertisement is delivered to users of ABOUT.COM, to be delivered over a
specified period of time at a fixed rate. Revenues from advertising sales are
recognized ratably in the period in which the advertisement is displayed,
provided that we have no significant remaining obligations, at the lesser of the
ratio of impressions delivered over total guaranteed impressions or the straight
line basis over the term of the contract, and collection of the resulting
receivable is probable. Payments received from advertisers prior to displaying
their advertisements on ABOUT.COM are recorded as deferred revenues and are
recognized as revenues ratably as the advertisements are displayed. To the
extent these minimum guaranteed impression levels are not met ratably over the
contract period, we defer recognition of the corresponding pro rata portion of
the revenues related to such unfulfilled obligation until the guaranteed
impression levels are achieved. When there is no guarantee that we deliver a
minimum number of impressions over a specified period, we recognize revenue in
the period in which the impressions are delivered.

                                       26
<PAGE>
    Some agreements with advertisers entitle us to a share of revenues generated
by sales of merchandise and services over a particular threshold resulting from
direct links from ABOUT.COM. Through December 31, 1999, we had not recognized
any material revenues from these revenue sharing agreements. Any revenues we
derive from these revenue sharing agreements will be recognized upon
notification from our advertisers of sales attributable to ABOUT.COM.

    Our agreements with our channel partners are typically at least 12 months in
duration and generally require our partners to make payments to us for
development, placement and advertising payments. We recognize any development
fees and placement fees ratably over the term of the agreement.

    Approximately 7% of our revenues during the year ended December 31, 1999 and
approximately 10% of our revenues for the year ended December 31, 1998 were
generated by agreements where we traded advertisements on ABOUT.COM in exchange
for advertisements on third-party web sites without receiving any cash payment.
The corresponding expenses from these barter arrangements, which equal the
amount of the barter revenues from these arrangements, are included as a
component of cost of revenues. We anticipate that barter revenues will continue
to account for less than 10% of our total annual revenues.

    Guide compensation is included as a component of cost of revenues. We
currently compensate guides at an amount equal to the greater of a monthly
minimum guarantee or a percentage of net advertising revenues generated in the
ABOUT.COM network. This revenue is distributed among the guides based on the
user traffic on their respective topic-specific sites as a percentage of traffic
for the whole network. Guides are also currently entitled to share a percentage
of net transaction revenues and net syndication revenues.

    In connection with our initial public offering, we granted fully vested,
non-qualified stock options to purchase 199,500 shares of common stock to a
substantial majority of our guides. The exercise price per share of these
options was $25.00 and the options have two-year terms. Since the guides are
independent contractors, we recorded non-cash compensation expense of
approximately $3.6 million during the quarter ended March 31, 1999, representing
the fair market value of the options at the date of grant. This amount is
presented in a separate line item above the gross profit (loss) line.

    Through December 31, 1999, we had recorded deferred compensation expense of
approximately $4.5 million in connection with the grant of stock options to
employees and directors, representing the difference between the deemed value of
the common stock at the date of grant for accounting purposes and the exercise
price of the related options. We amortize this non-cash expense over the vesting
period, typically four years, of the applicable options. Amortization of
deferred compensation expense was $1.1 million and $478,000 for the years ended
December 31, 1999 and 1998, respectively, of which $19,000 and $27,000 related
to deferred compensation expense for the grant of options to operations
personnel and has been included in the non-cash compensation expense line item
appearing above the gross profit (loss) line. We currently expect to amortize
the following amounts of deferred compensation expense annually:
2000--$0.6 million; 2001--$0.6 million; and 2002--$0.6 million. Such amount is
net of certain options which were forfeited in January 2000 and resulted in a
$1.1 million reduction in deferred compensation.

    In June 1999, we acquired VantageNet, Inc. In connection with this
acquisition, we recorded goodwill and purchased intangibles of $2.5 million. We
are amortizing the goodwill and purchased intangibles related to this
acquisition over the expected period of benefit of 3 years.

    In December 1999, we acquired North Sky, Inc. In connection with this
acquisition, we recorded goodwill and purchased intangibles of $37.7 million. We
are amortizing the goodwill and purchased intangibles related to this
acquisition over the expected period of benefit of 3 years.

RESULTS OF OPERATIONS

    REVENUES.  Revenues grew to approximately $27.0 million in 1999 from
$3.7 million for the year ended December 31, 1998 and $391,000 for the year
ended 1997. Barter revenue included in these amounts

                                       27
<PAGE>
was $1.9 million, $366,000 and $73,000, respectively. This growth was primarily
attributable to an increase in (1) the number of advertisers and the average
commitment per advertiser, (2) user traffic on ABOUT.COM and (3) the number of
our sales people. During the year ended December 31, 1998, we derived 12%, or
$450,000, of our revenues from an advertising arrangement with Citibank, which
ended on December 31, 1998.

    COST OF REVENUES.  Cost of revenues consists primarily of guide
compensation, site hosting and depreciation costs incurred in connection with
developing our service, staff costs and related expenses of operations personnel
and barter advertising expenses. Cost of revenues were $14.0 million,
$4.2 million and $1.9 million for the years ended December 31, 1999, 1998 and
1997, respectively. This period-to-period growth in cost of revenues was
primarily attributable to an increase in the fees paid to guides, which
increased by $2.7 million from 1998 to 1999 and an additional $1.0 million from
1997 to 1998, and in site hosting and operations costs, which increased by
$5.1 million from 1998 to 1999 and an additional $0.6 million from 1997 to 1998,
which was due to growth in user traffic on ABOUT.COM combined with increased
staff costs necessary to support the expansion of our service.

    NON-CASH COMPENSATION EXPENSE.  For the years ended December 31, 1999 and
1998, amortization of deferred compensation expense relating to stock options
granted to operations personnel was $19,000 (excluding $3.6 million related to
guides) and $27,000, respectively. There were no non-cash compensation expenses
for the year ended December 31, 1997.

    SALES AND MARKETING.  Sales and marketing expenses consist primarily of
salaries and related expenses of sales and marketing personnel, sales
commissions, advertising, public relations and research. Sales and marketing
expenses were $48.6 million for the year ended December 31, 1999, $7.9 million
for the year ended December 31, 1998, and $1.8 million for the year ended
December 31, 1997. This period-to-period increase in sales and marketing
expenses was primarily attributable to the increased offline marketing and the
expansion of online advertising efforts, as well as increased sales and
marketing personnel and related expenses.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses consist
primarily of salaries and related costs for general corporate functions,
including finance, human resources, facilities and legal, along with
professional fees, bad debt expense and other general corporate expenses.
General and administrative expenses were $8.8 million, $2.9 million, and
$2.0 million for the years ended December 31, 1999, 1998 and 1997, respectively.
The increase in general and administrative expenses was primarily attributable
to increased salaries and related expenses associated with hiring additional
personnel, increased general corporate expenses and facility-related expenses
necessary to support the growth in our operations.

    PRODUCT DEVELOPMENT.  Product development expenses include staff and related
costs associated with the design, development and testing of ABOUT.COM and our
systems and editorial personnel costs. Product development expenses were
$8.4 million, $3.1 million and $3.0 million for the years ended December 31,
1999, 1998 and 1997, respectively. We launched our site in April 1997. Product
development expenses remained relatively constant from 1997 to 1998 due to
nonrecurring consulting fees associated with the pre-launch development of
ABOUT.COM incurred during the first six months of 1997, offset by an increase in
staffing levels in 1998. From 1998 to 1999 the increase in product development
expense was primarily staff and related expenses needed to support the growth
and development of ABOUT.COM.

    NON-CASH COMPENSATION EXPENSE.  For the years 1999 and 1998, amortization of
deferred compensation relating to stock options granted to non-operations
personnel amounted to $1.1 million and $451,000, respectively.

    OTHER INCOME (EXPENSE), NET.  Other income (expense), net was $3.4 million,
$(686,000) and $(299,000) for the years ended December 31, 1999, 1998 and 1997.
The change from 1998 to 1999 was related to increased interest income as a
result of our initial public offering and follow-on offering. The

                                       28
<PAGE>
change from 1997 to 1998 was primarily attributable to interest accrued on
outstanding debt obligations and amortization of debt discount. During 1997, we
provided consulting services to Citibank for an aggregate amount of $450,000.
Pursuant to our agreement with Citibank, we agreed to provide strategic
assistance in creating, supporting and managing customized web sites around
which communities on specific areas of interest for the financial institution's
customers would be created. The term of the agreement was from June 20, 1997
through December 15, 1997. Fees generated by these services, net of expenses,
were recorded as other income, net, of which $350,000 was recorded for the year
ended December 31, 1997. We did not provide consulting services during 1998 and
do not anticipate providing consulting services in the future.

    CUMULATIVE DIVIDENDS AND ACCRETION OF CONVERTIBLE PREFERRED
STOCK.  Cumulative dividends and accretion on our convertible preferred stock
amounted to $659,600 and $1.2 million for the years ended December 31, 1999 and
1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

    Since inception, we have financed our operations primarily through the
private placement of equity securities, the incurrence of indebtedness and the
sale of common stock in our public offerings. In March 1999, we received net
proceeds of approximately $81.0 million from our initial public offering and a
concurrent private placement of shares of our common stock. In October 1999, we
received net proceeds of approximately $140.6 million from a follow-on offering.
In November 1999, the underwriters purchased shares to cover over-allotments.
Net proceeds from this purchase were approximately $5.1 million.

    To date, we have experienced negative cash flows from operating activities.
Net cash used in operating activities was $53.9 million, $9.8 million and
$6.0 million for the years ended December 31, 1999, 1998 and 1997, respectively.
Net cash used in operating activities resulted primarily from our net losses
during these periods, adjusted for certain non-cash items, and a higher level of
accounts receivable resulting from an increase in our revenues, which was
partially offset by increases in accounts payable, accrued expenses and deferred
revenue.

    Net cash used in investing activities was $111.2 million, $2.9 million and
$148,000 for the years ended December 31, 1999, 1998 and 1997, respectively.
Prior to 1999, all net cash used in investing activities related to capital
expenditures, primarily for the acquisition of equipment. For the year ended
December 31, 1999, net cash used in investing activities consisted primarily of
$101.1 million related to investment in marketable securities with proceeds from
common stock, $8.5 million of capital expenditures, primarily for the
acquisition of equipment, $587,000 related to the acquisition of VantageNet,
$800,000 related to the purchase of certain intangible assets, and $183,000
related to the acquisition of North Sky.

    Net cash provided by financing activities was $229.2 million, $23.1 million
and $4.8 million for the years ended December 31, 1999, 1998 and 1997,
respectively. Net cash provided by financing activities in 1997 was primarily
attributable to net proceeds received by us from the issuance of loans payable.
Net cash provided by financing activities in 1998 was primarily attributable to
net proceeds from the issuances of loans payable and preferred stock and the
exercise of warrants by investors in December 1998, and, to a lesser extent,
borrowings under a secured credit facility related to equipment financing. At
December 31, 1998, there was no additional availability under this credit
facility and the balance outstanding was $438,000, of which $154,000 is due in
1999, $157,000 in 2000 and $126,500 in 2001. For the year ended December 31,
1999, net cash provided by financing activities consisted primarily of
approximately $81.0 million in net proceeds received by us in connection with
the closing of our initial public offering and concurrent placement in
March 1999 and approximately $146.0 million of net proceeds related to the
closing of our follow-on offering.

    As of December 31, 1999, we had $175.9 million of cash and cash equivalents,
short-term and long-term investments. Our principal capital commitments
consisted of obligations outstanding under capital and operating leases and a
secured credit facility. We have spent approximately $11.9 million on

                                       29
<PAGE>
capital expenditures since inception, excluding capital lease agreements.
Although we have no material commitments for capital expenditures, we anticipate
that we will increase our capital expenditures and lease commitments consistent
with our anticipated growth in operations, infrastructure and personnel. We
currently anticipate that we will continue to experience significant growth in
our operating expenses for the foreseeable future and that our operating
expenses will be a material use of our cash resources.

    Our ability to generate significant revenues is uncertain. We have incurred
substantial costs to create, launch and enhance ABOUT.COM and to grow our
business. We incurred net losses of $55.1 million, $15.6 million and
$8.6 million for the years ended December 31, 1999, 1998 and 1997, respectively.
At December 31, 1999, we had an accumulated deficit of $81.8 million. We expect
losses from operations and negative cash flow to continue for the foreseeable
future as a result of our expansion plans and our continuing significant
increases in operating expenses in the next several years. Although we have
experienced revenue growth in recent periods, our revenues may not remain at
their current level or increase in the future. If our revenues do not increase
substantially, we may not achieve profitability. Even if we achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis in the future.

    We currently believe that the net proceeds of our prior offerings, together
with our existing cash and cash equivalents short-term and long-term
investments, will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next twelve months. We may
need to raise additional funds in the future in order to fund more aggressive
brand promotion or more rapid expansion, to develop new or enhanced services, to
respond to competitive pressures or to make acquisitions. Any required
additional financing may not be available on terms favorable to us, or at all.
If adequate funds are not available or not available on acceptable terms, we may
be unable to fund our expansion, successfully promote our brand, develop or
enhance our network, respond to competitive pressures or take advantage of
acquisition opportunities, which could have a material adverse effect on our
business, results of operations and financial condition. If we raise additional
funds by issuing equity securities, stockholders may experience dilution of
their ownership interest and those securities may have rights superior to those
of the holders of the common stock. If we raise additional funds by issuing
debt, we may be subject to certain limitations on our operations, including
limitations on the payment of dividends.

YEAR 2000 COMPLIANCE

    To date, our systems and software have not experienced any material
disruption due to the onset of the Year 2000, and we have completed our Year
2000 preparedness activities. However, we cannot assure that we will not
experience disruptions in the future as a consequence of the Year 2000 bug. We
cannot quantify the amount of our potential exposure, but do not believe it to
be material.

NEW ACCOUNTING PRONOUNCEMENTS

    We continually assess the effects of recently issued accounting standards.
The impact of all recently adopted and issued accounting standards has been
disclosed in the Consolidated Financial Statements.

                                       30
<PAGE>
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    CURRENCY RATE FLUCTUATIONS.  Our results of operations, financial position
and cash flows are not materially affected by changes in the relative values of
non-U.S. currencies to the U.S. dollar. We do not use derivative financial
instruments to limit our foreign currency risk exposure.

    MARKET RISK.  Our accounts receivable are subject, in the normal course of
business, to collection risks. We regularly assess these risks and have
established policies and business practices to protect against the adverse
effects of collection risks. As a result, we do not anticipate any material
losses in this area.

    INTEREST RATE RISK.  Our exposure to market rate risk for changes in
interest rates relates primarily to our investment portfolio. We have not used
derivative financial instruments in its investment portfolio. We invest our
excess cash in debt instruments of the U.S. Government and its agencies and
high-quality corporate issuers and, by policy, limit the amount of credit
exposure to any one issuer. We protect and preserve our invested funds by
limiting default, market and reinvestment risk.

    Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in their interest
rates, while floating rate securities may produce less income than expected if
interest rates fall. Due in part to these factors, our future investment income
may fall short of expectations due to changes in interest rates or we may suffer
losses in principal if forced to sell securities which have declined in market
value due to changes in interest rates.

                                       31
<PAGE>
ITEM 8: CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                ABOUT.COM, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Independent Auditors' Report................................     33
Consolidated Balance Sheets as of December 31, 1999 and
  1998......................................................     34
Consolidated Statements of Operations for the years ended
  December 31, 1999, 1998 and 1997..........................     35
Consolidated Statements of Stockholders' (Deficit) Equity
  for the years ended
  December 31, 1999, 1998 and 1997..........................     36
Consolidated Statements of Cash Flows for the years ended
  December 31, 1999, 1998 and 1997..........................     38
Notes to Consolidated Financial Statements..................     40
Financial Statement Schedule--Valuation and Qualifying
  Accounts..................................................     64
</TABLE>

                                       32
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
About.com, Inc.:

    We have audited the accompanying consolidated balance sheets of
About.com, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of operations, stockholders' (deficit) equity
and cash flows for each of the years in the three-year period ended
December 31, 1999. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as listed in
the accompanying index. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
About.com, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.

                                          /s/ KPMG LLP

New York, New York
January 24, 2000

                                       33
<PAGE>
                                ABOUT.COM, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                              ---------------------------
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
                           ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 74,779,900   $ 10,644,300
  Short-term investments....................................    86,937,300             --
  Accounts receivable, less allowance for doubtful accounts
    of $780,000 and $146,000, respectively..................    11,066,900        917,300
  Prepaid and other current assets..........................     1,353,900        100,000
                                                              ------------   ------------
    Total current assets....................................   174,138,000     11,661,600
                                                              ------------   ------------
Property and equipment, net.................................     9,401,200      3,302,000
Goodwill and other intangibles, net.........................    39,183,500             --
Long-term investments.......................................    14,196,600             --
Other assets, net...........................................     5,162,100        694,100
                                                              ------------   ------------
    Total assets............................................  $242,081,400   $ 15,657,700
                                                              ============   ============
       LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
  Accounts payable and accrued expenses.....................  $ 13,420,800   $  6,594,900
  Guide fees payable........................................     1,186,900        462,400
  Deferred revenue..........................................     1,018,700             --
  Current portion of notes payable..........................       411,900        154,000
  Current installments of obligations under capital
    leases..................................................       157,000        219,000
                                                              ------------   ------------
    Total current liabilities...............................    16,195,300      7,430,300
                                                              ------------   ------------
Notes payable, excluding current portion....................       695,100        620,600
Deferred rent...............................................        21,300         47,700
Obligations under capital leases, excluding current
  installments..............................................        10,100        149,400
Redeemable convertible preferred stock, $0.001 par value:
  Series A--3,346,715 shares authorized, issued and
    outstanding at December 31, 1998; liquidation
    preference of $1.50 per share plus unpaid dividends of
    9% per annum ($5,325,700 in the aggregate at December
    31, 1998)...............................................            --      5,259,700
  Series B--6,597,596 shares authorized, issued and
    outstanding at December 31, 1998; liquidation
    preference of $1.80 per share plus unpaid dividends of
    9% per annum ($12,602,100 in the aggregate at December
    31, 1998)...............................................            --     12,448,300
  Series C--8,717,949 shares authorized, 7,301,811 shares
    issued and outstanding at December 31, 1998; liquidation
    preference of $1.95 per share plus unpaid dividends of
    9% per anum ($14,403,100 in the aggregate at
    December 31, 1998)......................................            --     14,363,700

Stockholders' (deficit) equity:
  Preferred stock, $0.001 par value; 5,000,000 shares
    authorized, no shares issued and outstanding............            --             --
  Common stock, $0.001 par value; 50,000,000 shares
    authorized, 16,175,367 and 2,202,558 shares isssued and
    outstanding.............................................        16,200          2,200
  Additional paid-in capital................................   309,754,800      3,231,000
  Deferred compensation.....................................    (2,859,100)    (1,238,900)
  Accumulated deficit.......................................   (81,752,300)   (26,656,300)
                                                              ------------   ------------
    Total stockholders' (deficit) equity....................   225,159,600    (24,662,000)
                                                              ------------   ------------
  Commitments and contingencies.............................            --             --

    Total liabilities and stockholders' (deficit) equity....  $242,081,400   $ 15,657,700
                                                              ============   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       34
<PAGE>
                                ABOUT.COM, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------
                                                           1999           1998          1997
                                                       ------------   ------------   -----------
<S>                                                    <C>            <C>            <C>
Revenues.............................................  $ 26,962,400   $  3,721,600   $   390,600
Cost of revenues.....................................    13,981,100      4,188,300     1,931,000
Non-cash compensation................................     3,630,600         27,000            --
                                                       ------------   ------------   -----------
        Gross profit (loss)..........................     9,350,700       (493,700)   (1,540,400)
                                                       ------------   ------------   -----------
Operating expenses:
  Sales and marketing................................    48,596,500      7,889,700     1,761,100
  General and administrative.........................     8,772,200      2,943,900     1,993,800
  Product development................................     8,386,200      3,113,500     3,045,900
  Amortization of goodwill and other intangibles.....       967,400             --            --
  Non-cash compensation..............................     1,099,000        451,000            --
                                                       ------------   ------------   -----------
        Total operating expenses.....................    67,821,300     14,398,100     6,800,800
                                                       ------------   ------------   -----------
        Loss from operations.........................   (58,470,600)   (14,891,800)   (8,341,200)
                                                       ------------   ------------   -----------
Other income (expense):
  Other income, net..................................        94,900             --       349,800
  Interest income....................................     3,443,700         49,700         8,800
  Interest expense...................................      (164,000)      (735,700)     (657,800)
                                                       ------------   ------------   -----------
    Other income (expense), net......................     3,374,600       (686,000)     (299,200)
                                                       ------------   ------------   -----------
Net loss.............................................   (55,096,000)   (15,577,800)   (8,640,400)
                                                       ------------   ------------   -----------
Cumulative dividends and accretion of convertible
  preferred stock to liquidation value...............      (659,600)    (1,230,500)           --
                                                       ------------   ------------   -----------
Net loss attributable to common stockholders.........  $(55,755,600)  $(16,808,300)  $(8,640,400)
                                                       ============   ============   ===========
Basic and diluted net loss per common share..........  $      (5.30)  $      (9.71)  $     (4.94)
                                                       ============   ============   ===========
Weighted average shares outstanding used in basic and
  diluted net loss per common share calculation......    10,518,713      1,731,598     1,748,850
                                                       ============   ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       35
<PAGE>
                                ABOUT.COM, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

<TABLE>
<CAPTION>
                                            COMMON STOCK       ADDITIONAL                                      TOTAL
                                        --------------------    PAID-IN       DEFERRED     ACCUMULATED     STOCKHOLDERS'
                                         SHARES      AMOUNT     CAPITAL     COMPENSATION     DEFICIT      EQUITY (DEFICIT)
                                        ---------   --------   ----------   ------------   ------------   ----------------
<S>                                     <C>         <C>        <C>          <C>            <C>            <C>
Balance as of December 31, 1996.......  1,816,255    $1,800    $  11,500     $       --    $(2,438,100)     $(2,424,800)

Cancellation of common stock..........   (367,802)     (300)         300             --             --               --

Issuance of warrants in connection
  with debt transacitons..............         --        --      104,000             --             --          104,000

Exercise of stock options.............     26,886        --       13,600             --             --           13,600

Issuance of stock options in lieu of
  services............................         --        --        3,300             --             --            3,300

Net loss for the year ended December
  31, 1997............................         --        --           --             --     (8,640,400)      (8,640,400)
                                        ---------    ------    ----------    ----------    -----------      -----------

Balance as of December 31, 1997.......  1,475,339     1,500      132,700             --    (11,078,500)     (10,944,300)

Issuance of warrants in connection
  with debt transactions..............         --        --      216,000             --             --          216,000

Deferred compensation related to stock
  options granted.....................         --        --    1,716,900     (1,716,900)            --               --

Amortization of deferred
  compensation........................         --        --           --        478,000             --          478,000

Exercise of stock options.............     87,583       100       77,100             --             --           77,200

Issuance of common stock in connection
  with the exercise of warrants.......    639,636       600    2,255,800             --             --        2,256,400

Issuance of stock options and warrants
  in lieu of services rendered........         --        --       63,000             --             --           63,000

Cumulative dividends on convertible
  preferred stock.....................         --        --    (1,196,800)           --             --       (1,196,800)

Accretion of convertible preferred
  stock to liquidation value..........         --        --      (33,700)            --             --          (33,700)

Net loss for the year ended December
  31, 1998............................         --        --           --             --    (15,577,800)     (15,577,800)
                                        ---------    ------    ----------    ----------    -----------      -----------

Balance as of December 31,1998........  2,202,558     2,200    3,231,000     (1,238,900)   (26,656,300)     (24,662,000)
</TABLE>

                                       36
<PAGE>
                                ABOUT.COM, INC.

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY

                                  (CONTINUED)

<TABLE>
<CAPTION>
                                      COMMON STOCK          ADDITIONAL                                        TOTAL
                                ------------------------     PAID-IN        DEFERRED      ACCUMULATED     STOCKHOLDERS'
                                  SHARES       AMOUNT        CAPITAL      COMPENSATION      DEFICIT      EQUITY (DEFICIT)
                                ----------   -----------   ------------   -------------   ------------   ----------------
<S>                             <C>          <C>           <C>            <C>             <C>            <C>
Cumulative dividends on
 convertible preferred
 stock........................          --            --       (646,100)            --             --          (646,100)
Accretion of convertible
 preferred stock to
 liquidation value............          --            --        (13,500)            --             --           (13,500)
Issuance of common stock in
 private placement............     107,527           100      2,499,900             --             --         2,500,000
Conversion of preferred stock
 in connection with
 About.com's IPO..............   6,139,640         6,100     32,725,200             --             --        32,731,300
Forgiveness and cancellation
 of interest on Series A Notes
 in connection with
 About.coms' IPO..............          --            --        341,300                                         341,300
Issuance of common stock in
 initial public offering,
 net..........................   3,450,000         3,500     78,545,500             --             --        78,549,000
Compensation expense related
 to guide option grant........          --            --      3,612,000             --             --         3,612,000
Issuance of common stock in
 connection with VantageNet
 acquisition..................      65,550           100      1,899,200             --             --         1,899,300
Exercise of stock options and
 warrants.....................     571,995           600      1,042,400             --             --         1,043,000
Deferred compensation related
 to stock options granted.....          --            --      2,775,500     (2,775,500)            --                --
Amortization of deferred
 compensation.................          --            --             --      1,119,500             --         1,119,500
Issuance of common stock in
 connection with Employee
 Stock Purchase Plan..........      26,512            --        563,400                                         563,400
Issuance of common stock in
 connection with follow-on
 offering, net................   3,110,000         3,100    145,693,300                                     145,696,400
Issuance of common stock in
 connection with North Sky
 acquisition..................     501,585           500     37,521,500             --             --        37,522,000
Deferred compensation related
 to terminated employees......                                  (35,800)        35,800                               --
Net loss for the year ended
 December 31, 1999............          --            --             --             --    (55,096,000)      (55,096,000)
                                ----------   -----------   ------------    -----------    ------------     ------------
Balance as of December
 31,1999......................  16,175,367   $    16,200   $309,754,800    $(2,859,100)   $(81,752,300)    $225,159,600
                                ==========   ===========   ============    ===========    ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       37
<PAGE>
                                ABOUT.COM, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------
                                                                  1999            1998          1997
                                                              -------------   ------------   -----------
<S>                                                           <C>             <C>            <C>
Cash flows from operating activities:
  Net loss..................................................  $ (55,096,000)  $(15,577,800)  $(8,640,400)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization...........................      3,858,400        567,600       213,400
    Amortization of debt discount and issuance costs........             --        236,400        89,800
    Non-cash compensation expense...........................      4,729,600        478,000            --
    Stock options and warrants issued in lieu of services
      rendered..............................................             --         63,000         3,300
    Deferred interest on debt...............................             --        401,700       558,300
    Other...................................................        (26,400)        (1,900)       10,500
    Changes in operating assets and liabilities, net of
      effect of acquisitions:
      Accounts receivable, net..............................     (9,770,400)      (799,000)     (118,000)
      Deposits..............................................     (4,293,500)       (36,000)      (26,500)
      Other assets..........................................     (1,226,500)      (100,000)           --
      Accounts payable and accrued expenses.................      6,229,100      5,222,900     1,219,100
      Guide fees payable....................................        724,500        305,100       157,300
      Deferred revenue......................................      1,018,700       (529,600)      529,600
                                                              -------------   ------------   -----------
            Net cash used in operating activities...........    (53,852,500)    (9,769,600)   (6,003,600)
                                                              -------------   ------------   -----------
  Cash flows used in investing activities:
  VantageNet acquisition, net...............................       (586,600)            --            --
  North Sky acquisition, net................................       (182,800)            --            --
  Purchase of marketable securities.........................   (206,981,800)            --            --
  Sale of marketable securities.............................    105,847,900             --            --
  Purchase of intangible assets.............................       (799,800)            --            --
  Capital expenditures......................................     (8,460,600)    (2,941,900)     (148,000)
                                                              -------------   ------------   -----------
            Net cash used in investing activities...........   (111,163,700)    (2,941,900)     (148,000)
                                                              -------------   ------------   -----------
  Cash flows from financing activities:
  Proceeds from issuance of common stock in connection with
    the exercise of warrants................................             --      2,256,400            --
  Proceeds from issuance of common stock related to initial
    public offering and concurrent placement, net...........     81,049,000             --            --
  Proceeds from issuance of common stock related to
    follow-on offering, net.................................    145,696,400             --            --
  Proceeds from issuance of convertible preferred stock,
    net.....................................................             --     18,181,700            --
  Proceeds from issuance of loans payable...................             --      2,881,000     5,000,000
  Proceeds from issuance of common stock in connection with
    the exercise of options.................................      1,043,000         77,200        13,600
  Proceeds from issuance of common stock in connection with
    the Employee Stock Purchase Plan........................        563,400             --            --
  Proceeds from secured credit facility.....................        781,300        437,500            --
  Principal payments under secured credit facility..........       (348,700)            --            --
  Principal payments under capital leases...................       (201,300)      (212,500)      (83,800)
  Deferred offering/financing costs.........................        568,700       (568,700)     (122,300)
                                                              -------------   ------------   -----------
            Net cash provided by financing activities.......    229,151,800     23,052,600     4,807,500
                                                              -------------   ------------   -----------
  Net increase in cash and cash equivalents.................     64,135,600     10,341,100    (1,344,100)
  Cash and cash equivalents at beginning of period..........     10,644,300        303,200     1,647,300
                                                              -------------   ------------   -----------
  Cash and cash equivalents at end of period................  $  74,779,900   $ 10,644,300   $   303,200
                                                              =============   ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       38
<PAGE>
                                ABOUT.COM, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                            -----------------------------------
                                                               1999          1998        1997
                                                            -----------   ----------   --------
<S>                                                         <C>           <C>          <C>
  Supplemental disclosures of cash flow information:
  Interest paid...........................................  $   164,000   $   94,165   $  8,100
                                                            ===========   ==========   ========
  Noncash transactions:
  Equipment acquired under capital leases.................  $        --   $  179,300   $485,400
                                                            ===========   ==========   ========
  Barter revenue and expense..............................  $ 1,894,700   $  365,700   $ 72,500
                                                            ===========   ==========   ========
  Conversion of $4,950,000 of the convertible notes
    payable-Series A notes together with $70,000 of
    interest thereon into 3,346,715 shares of Series A
    preferred stock on April 23, 1998.....................  $        --   $5,020,000   $     --
                                                            ===========   ==========   ========
  Conversion of $1,700,000 of the 8.25% notes payable
    together with $305,800 of interest thereon into
    1,114,327 shares of Series B preferred stock on April
    23, 1998                                                $        --   $2,005,800   $     --
                                                            ===========   ==========   ========
  Conversion of $2,800,000 of the convertible notes
    payable-Series B notes together with $69,800 of
    interest thereon into 1,594,380 shares of Series B
    preferred stock on April 23, 1998.....................  $        --   $2,869,800   $     --
                                                            ===========   ==========   ========
  Conversion of $1,555,600 of the 8.25% notes payable
    together with $226,400 of interest thereon into
    913,856 shares of Series C preferred stock on November
    13, 1998                                                $        --   $1,782,000   $     --
                                                            ===========   ==========   ========
  Conversion of $1,081,000 of the convertible notes
    payable-Series C notes together with $8,900 of
    interest thereon into 558,917 shares of Series C
    preferred stock on November 13, 1998..................  $        --   $1,089,900   $     --
                                                            ===========   ==========   ========
  Conversion of Series A, B and C Preferred stock into
    1,191,433, 2,348,572 and 2,599,455 shares of common
    stock on March 24, 1999...............................  $32,731,300   $       --   $     --
                                                            ===========   ==========   ========
  Forgiveness and cancellation of interest on March 24,
    1999..................................................  $   341,300   $       --   $     --
                                                            ===========   ==========   ========
  Issuance of common stock in connection with the
    acquisition of VantageNet.............................  $ 1,899,300   $       --   $     --
                                                            ===========   ==========   ========
  Issuance of common stock in connection with the Employee
    Stock Purchase Plan...................................  $   563,400   $       --   $     --
                                                            ===========   ==========   ========
  Issuance of common stock in connection with the
    acquisition of North Sky..............................  $37,522,000   $       --   $     --
                                                            ===========   ==========   ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       39
<PAGE>
                                ABOUT.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998

(1) ORGANIZATION AND BUSINESS

    About.com, Inc. ("About.com" or the "Company") was incorporated in New York
on June 27, 1996 (inception) as General Internet Inc. and commenced operations
on that date. In December 1998, General Internet Inc. changed its corporate name
to MiningCo.com, Inc. and reincorporated in Delaware. In May 1999,
MiningCo.com, Inc. changed its corporate name to About.com, Inc. About.com's
Internet service, ABOUT.COM, is a platform comprised of a network of more than
700 highly-targeted, topic-specific web sites. About.com's primary revenue
source is the sale of advertising.

    About.com's business is characterized by rapid technological change, new
product and service development and evolving industry standards. Inherent in the
Company's business are various risks and uncertainties, including its limited
operating history, uncertain profitability, history of losses, anticipated
continuing losses, its dependence on the Internet and risks associated with
Internet advertising.

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

    (A) PUBLIC OFFERINGS AND CONCURRENT PLACEMENT

    On February 23, 1999, About.com and Comcast Interactive Investments, Inc.
("Comcast") entered into a common stock purchase agreement pursuant to which
About.com agreed to sell $2,500,000 of common stock to Comcast. These common
shares were purchased directly from About.com in a private placement transaction
at a price of 93% of the initial public offering price per share (or $23.25 per
share). The underwriters did not receive any discount or commission related to
this transaction. The closing of the concurrent placement was contingent upon
the closing of About.com's initial public offering ("IPO").

    On March 24, 1999, About.com completed its IPO, which resulted in the
issuance of 3,450,000 shares of common stock at $25.00 per share (which included
450,000 shares issued in connection with the exercise of the underwriters'
over-allotment option) and the concurrent placement of 107,527 shares to Comcast
at $23.25 per share. In addition, upon the closing of the IPO, 3,346,715,
6,597,596 and 7,301,811 shares of Series A, B and C convertible preferred stock,
respectively, automatically converted into 6,139,640 shares of common stock and
$341,300 in unsecured promissory notes payable was forgiven. Net proceeds from
the IPO and concurrent placement, after underwriting fees of $6.0 million and
offering costs of $1.7 million were approximately $81.0 million.

    On October 29, 1999, About.com completed a follow-on public offering
resulting in the issuance of 3,000,000 shares of common stock at $49.875 per
share. Net proceeds from the offering, after underwriting fees of $8.3 million
and offering costs of $0.7 million, were approximately $140.6 million. On
November 19, 1999, the underwriters purchased 110,000 shares of common stock at
$49.875 per share to cover over-allotments. Net proceeds from this purchase,
after underwriting fees of $0.3 million, were approximately $5.1 million

    (B) PRINCIPLES OF CONSOLIDATION

    The Company's consolidated financial statements as of December 31, 1999 and
for the year ended December 31, 1999 include the accounts of the Company and its
wholly owned subsidiaries from their respective date of acquisition,
VantageNet, Inc. from June 14, 1999 and North Sky, Inc. from December 15, 1999.
All significant intercompany balances have been eliminated in consolidation.

                                       40
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (C) USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

    (D) CASH AND CASH EQUIVALENTS

    About.com considers all highly liquid securities with original maturities of
three months or less to be cash equivalents. Cash equivalents at December 31,
1999 were approximately $74.8 million, which consists of money market funds and
commercial paper. For the year ended December 31, 1998 cash equivalents were
approximately $10.6 million, which principally consisted of money market
accounts.

    (E) INVESTMENTS

    Short-term investments are classified as available-for-sale with a maturity
date from 90 days to one year and are available to support current operations or
to take advantage of other investment opportunities. These investments consist
of commercial paper and treasury notes which are stated at book value. Realized
gains, realized losses and declines in value, judged to be other-than-temporary
are included in other income. The cost of securities sold is based on the
specific-identification method and interest earned is included in interest
income. For the year ended December 31, 1999, short-term investments were
approximately $86.9 million.

    Long-term investments consist entirely of treasury notes. For the year ended
December 31, 1999, long-term investments totaled approximately $14.2 million.

    For the year ended December 31, 1999, About.com did not recognize any
material gains or losses upon the sale of securities. Dividend and interest
income is recognized when earned. At December 31, 1999, the fair value of
investments in marketable securities approximated cost and the unrealized
holding gains or losses were not material.

    (F) PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over three
years, which is the estimated useful life of the related assets. Leasehold
improvements are amortized over their estimated useful lives, or the term of the
related lease, whichever is shorter. Equipment under capital leases is stated at
the present value of minimum lease payments and is amortized using the
straight-line method over the shorter of the lease term or the estimated useful
life of the assets.

    (G) GOODWILL

    Goodwill and other purchased intangible assets are stated net of accumulated
amortization of $967,400 at December 31, 1999. Goodwill and other purchased
intangible assets are being amortized on a straight-line basis over the expected
period of benefit of three years.

                                       41
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (H) OTHER ASSETS

    As of December 31, 1999, other assets include security deposits and costs
incurred in connection with the purchase of URL names. In December 1999,
About.com set up a security deposit of $4.0 million related to a lease for new
office space. The deposit is held as a certificate of deposit. Security deposits
for current leases totaled $443,900. URL costs in the amount of $799,800 have
been capitalized and are being amortized over a 5-year period. As of
December 31, 1999, URL costs net of amortization amounted to $718,200. As of
December 31, 1998, other assets included security deposits of $125,400 and
deferred offering costs of $568,700. Deferred offering costs of $568,700 at
December 31, 1998 represented costs incurred in connection with About.com's
initial public offering. These costs were charged against additional paid-in
capital at the close of About.com's initial public offering on March 24, 1999.

    (I) IMPAIRMENT OF LONG-LIVED ASSETS

    About.com reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the assets to future net cash flows
expected to be generated by the assets. If the assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. To date, no
impairment has occurred.

    (J) INCOME TAXES

    About.com accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in results of operations in
the period that includes the enactment date.

    (K) REVENUE AND EXPENSE RECOGNITION

REVENUE RECOGNITION

    To date, substantially all of About.com's revenues have been derived from
the sale of advertisements on ABOUT.COM. About.com offers numerous sizes and
types of advertising placement, including banner advertisements, button
advertisements, text links and sponsorship programs. Advertising revenues are
derived principally from short-term advertising contracts in which About.com
typically guarantees a minimum number of impressions to advertisers over a
specified period of time for a fixed fee. Revenues from advertising sales are
recognized ratably in the period in which the advertisement is displayed,
provided that no significant About.com obligations remain, at the lesser of the
ratio of impressions delivered over total guaranteed impressions or the
straight-line basis over the term of the contract, and collection of the
resulting receivable is probable. Payments received from advertisers prior to
displaying their advertisements on ABOUT.COM are recorded as deferred revenue
and are recognized as revenue ratably as the advertisements are displayed.
Pursuant to its agreements with advertisers, About.com generally

                                       42
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
guarantees a minimum number of impressions (times that an advertisement appears
in pages viewed by the users of ABOUT.COM) to be delivered over a specified
period of time for a fixed fee. To the extent minimum guaranteed impression
levels are not met ratably over the contract period, About.com defers
recognition of the corresponding pro-rata portion of the revenues relating to
such unfulfilled obligations until the guaranteed impression levels are
achieved. When there is no guarantee of a minimum number of impressions over a
specified period of time, About.com recognizes revenues in the period in which
the advertisement is displayed. About.com's short-term advertising agreements
are generally terminable by either party upon relatively short notice. In
certain cases, these agreements are longer in duration and entitle About.com to
a share of revenues generated by sales over a particular threshold resulting
from direct links from ABOUT.COM. To date, About.com has not recognized any
material revenues from these revenue sharing agreements. About.com's revenue
derived from these revenue sharing agreements will be recognized by About.com
upon notification from its advertisers and electronic commerce partners of sales
attributable to ABOUT.COM.

    A portion of About.com's revenues are from barter advertisements (agreements
whereby About.com trades advertisements on ABOUT.COM in exchange for
advertisements on third-party web sites). Barter advertising revenues and
expenses are recorded at the fair market value of services provided or received,
whichever is more determinable in the circumstances. Revenue from barter
advertising transactions is recognized as income when advertisements are
delivered on ABOUT.COM. Barter expense is recognized when About.com's
advertisements are run on third-party web sites, which is typically in the same
period when barter revenue is recognized. Barter expense is included as a
component of cost of revenues. Barter advertising revenues and expenses were
$1.9 million, $366,000 and $73,000 for the years ended December 31, 1999, 1998
and 1997, respectively.

    At December 31, 1999, accounts receivable included approximately $331,000 of
unbilled receivables. At December 31, 1998, unbilled receivables were $417,000.
Such unbilled receivables represent the recognized sales value of short-term
advertising contracts that were earned but not billable to customers. The terms
of the related advertising contracts typically require billing at the end of 30,
60 or 90 days from the signing of the contract.

EXPENSE RECOGNITION--GUIDE COMPENSATION

    About.com's guides are compensated at an amount equal to the greater of a
monthly minimum guarantee or a percentage of net advertising revenues generated
by the entire network, which is distributed among the guides based on the user
traffic on their respective sites. Net advertising revenues has been defined as
total advertising revenues received less particular types of non-cash revenues,
third-party advertising sales representative organization fees and marketing
expenses. Guides are currently entitled to a percentage of net transaction
revenues and net syndication revenues. In addition, management may distribute a
semi-annual discretionary bonus to guides. Guide compensation is included as a
component of cost of revenues, except for the non-cash compensation portion
which was recorded in connection with the grant of stock options to the guides
and presented as a separate line item above the gross profit (loss) line.

EXPENSE RECOGNITION--DISTRIBUTION AND SYNDICATION PARTNERSHIPS

    About.com has entered into distribution and syndication partnership
agreements that drive traffic to ABOUT.COM. Through these partnerships,
About.com provides content to a partner's web site, and users can

                                       43
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
link to ABOUT.COM by clicking on the content. About.com has agreements to
provide content to some of the leading Internet service providers, content web
sites, search engines/Internet directories and broadband cable-related sites.
These short-term agreements typically require About.com to make payments, which
are expensed, that are either fixed or are based on the amount of user traffic
directed from the partner's site to ABOUT.COM. About.com's fixed fees are paid
on a monthly basis and contracts in which fees are paid in advance are deferred
and amortized over the contract term.

    (L) PRODUCT DEVELOPMENT EXPENSES

    Product development expenses include personnel and consulting costs
associated with the design, development and testing of ABOUT.COM and About.com's
systems and editorial personnel costs. About.com generally expenses its product
development expenses as incurred. In the first quarter of 1999, the Company
adopted the American Institute of Certified Public Accountants Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance for determining whether
computer software is internal-use software and on accounting for the proceeds of
computer software originally developed or obtained for internal use and then
subsequently sold to the public. It also provides guidance on capitalization of
the costs incurred for computer software developed or obtained for internal use.
The adoption of SOP 98-1 did not have a material effect on the Company's
consolidated financial statements.

    (M) ADVERTISING EXPENSES

    About.com expenses the costs of advertising its service as incurred. These
costs amounted to $41.1 million, $5.3 million, and $0.5 million for the years
ended December 31, 1999, 1998 and 1997, respectively, and are included in sales
and marketing in About.com's statements of operations.

    (N) STOCK-BASED COMPENSATION

    About.com accounts for its employee stock option plans in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Compensation expense related to employee stock options is recorded only if, on
the date of grant, the fair value of the underlying stock exceeds the exercise
price. About.com adopted the disclosure-only requirements of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," which allows entities to continue to apply the provisions of APB
Opinion No. 25 for transactions with employees and provide pro forma net income
and pro forma earnings per share disclosures for employee stock as if the
fair-value-based method of accounting in SFAS No. 123 had been applied to these
transactions.

    About.com accounts for non-employee stock-based awards in which goods or
services are the consideration received for the equity instruments issued based
on the fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measured.

    (O) BASIC AND DILUTED NET LOSS PER COMMON SHARE

    About.com adopted SFAS No. 128, "Computation of Earnings Per Share," during
the year ended December 31, 1997. In accordance with SFAS No. 128 and the SEC
Staff Accounting Bulletin No. 98, basic

                                       44
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(2) SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
earnings per share is computed using the weighted average number of common and
dilutive common equivalent shares outstanding during the period. Common
equivalent shares consist of the incremental common shares issuable upon the
conversion of the convertible preferred stock (using the if-converted method)
and shares issuable upon the exercise of stock options and warrants (using the
treasury stock method); common equivalent shares are excluded from the
calculation if their effect is anti-dilutive. Pursuant to SEC Staff Accounting
Bulletin No. 98, all options, warrants or other potentially dilutive instruments
issued for nominal consideration, prior to the anticipated effective date of an
initial public offering (including the IPO), are required to be included in the
calculation of basic and diluted net loss per share, as if they were outstanding
for all periods presented. As a result, About.com has included 218,890 shares of
common stock in the calculation of basic and diluted net loss per common share
for the 1998 and 1997 periods presented which relate to certain investor
warrants issued for nominal consideration, all of which were exercised in
December 1998 when About.com exercised its right to call those warrants (see
notes 9 and 11).

    Diluted net loss per common share for the years ended December 31, 1999,
1998 and 1997 does not include the effects of options to purchase 3,142,591,
1,178,436 and 818,638 shares of common stock, respectively, 30,260, 68,708 and
427,003 common stock warrants, respectively, or 0, 6,139,640 and 0 shares of
convertible preferred stock on an "as if" converted basis, respectively, as the
effect of their inclusion is anti-dilutive during each period.

    (P) STOCK SPLIT

    All common share and per share amounts in the accompanying consolidated
financial statements have been adjusted retroactively for a 1.00-for-2.809
reverse stock split of About.com's common stock which was approved by the Board
of Directors and stockholders and effected on March 19, 1999.

    (Q) COMPREHENSIVE INCOME

    The Company reports comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes rules for the
reporting and display of comprehensive income and its components. SFAS No. 130
requires unrealized holding gains and losses, net of related tax effects, on
available for sale securities to be included in other comprehensive income until
realized. About.com's comprehensive net loss is equal to its net loss for all
periods presented.

    (R) RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities. SFAS No. 133 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. This
statement is not expected to affect About.com as About.com currently does not
engage or plan to engage in derivative instruments or hedging activities.

                                       45
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(3) BUSINESS AND CREDIT CONCENTRATIONS

    Financial instruments which subject About.com to concentrations of credit
risk consist primarily of cash and cash equivalents, short-term investments,
accounts receivable, accounts payable and accrued liabilities. The carrying
amounts of these instruments approximate fair value. The carrying amount of
About.com's capital leases and other equipment financing obligations
approximates the fair value of these instruments based upon management's best
estimate of interest rates which are similar to the rates obtained in its
January and February 1999 lease line of credit (see note 13).

    About.com maintains cash and cash equivalents with a domestic financial
institution. About.com performs periodic evaluations of the relative credit
standing of this institution. From time to time, About.com's cash balances with
this financial institution may exceed Federal Deposit Insurance Corporation
insurance limits.

    About.com's customers are concentrated in the United States. About.com
performs ongoing credit evaluations, generally does not require collateral and
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of each customer, historical trends and other information; to
date, such amounts have been within management's expectations.

    For the year ended December 31, 1999, no customers accounted for over 10% of
total revenues generated by About.com and no customers accounted for over 10% of
gross accounts receivable at December 31, 1999.

    For the year ended December 31, 1998, one customer accounted for
approximately 12% of total revenues generated by About.com. This advertising
arrangement ended on December 31, 1998. For the year ended December 31, 1998, a
third-party Internet advertising sales representative organization accounted for
approximately 21% of About.com's total revenues and accounted for approximately
35% of gross accounts receivable at December 31, 1998, totaling approximately
$376,000.

    In June 1997, About.com entered into a consulting agreement with a major
financial institution pursuant to which About.com agreed to provide consulting
assistance in connection with the development of a customized web site for an
aggregate amount of $450,000. Fees in connection with this agreement have been
recognized as performance occurred under the terms of the agreement, net of any
expenses, and have been recorded as other income for the year ended
December 31, 1997. In connection with this agreement, About.com issued the
financial institution a warrant to purchase 35,600 shares of common stock at
$14.05 per share with an expiration date of December 31, 1999. The fair value of
the warrants, using the Black-Scholes model based upon the following
assumptions: risk-free interest rate of 6%; dividend yield of 0%; expected life
of 2.5 years; and volatility of 0%, was deemed insignificant on the date of
grant. In December 1999, all of these warrants were exercised in exchange for
29,567 shares of common stock in a cashless exercise.

                                       46
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(4) PROPERTY AND EQUIPMENT

    Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              -------------------------
                                                                 1999          1998
                                                              -----------   -----------
<S>                                                           <C>           <C>
Equipment and computer hardware, including assets under
  capital leases of $664,700 and $664,700, respectively.....  $12,286,300   $ 4,062,200
Leasehold improvements......................................      405,900        32,400
Furniture and fixtures......................................      328,800        17,800
                                                              -----------   -----------
                                                               13,021,000     4,112,400
Less accumulated depreciation and amortization, including
  assets under capital leases of $487,200 and $239,900,
  respectively..............................................   (3,619,800)     (810,400)
                                                              -----------   -----------
Total.......................................................  $ 9,401,200   $ 3,302,000
                                                              ===========   ===========
</TABLE>

(5) INCOME TAXES

    No provision for US federal or state income taxes has been recorded for any
period as About.com has incurred operating losses since inception.

    Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
About.com's deferred tax assets for federal and state income taxes are as
follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     -------------------------
                                                        1999          1998
                                                     -----------   -----------
<S>                                                  <C>           <C>
Deferred tax assets:
  Net operating loss carryforwards.................  $32,975,000   $10,745,000
  Allowance for doubtful accounts..................      389,000        61,000
  Deferred compensation............................      836,500       375,000
  Depreciation.....................................       24,000       (20,000)
  Deferred rent....................................        9,000        20,000
                                                     -----------   -----------
                                                      34,233,500    11,181,000
  Less valuation allowance.........................  (34,233,500)  (11,181,000)
                                                     -----------   -----------
Deferred tax assets................................  $        --   $        --
                                                     ===========   ===========
</TABLE>

    Realization of deferred tax assets is dependent upon future earnings, if
any. About.com has recorded a full valuation allowance against its deferred tax
assets since management believes that it is not more likely than not that these
assets will be realized. No income tax benefit has been recorded for all periods
presented because of the valuation allowance.

    For the years ended December 31, 1999 and 1998, the valuation allowance for
the deferred tax assets increased by $23,052,500 and $6,534,000, respectively.
Of the total valuation allowance of $34,233,500, subsequently recognized tax
benefits, if any, in the amount of $401,900 will be applied directly to
contributed capital. This amount relates to the tax effect or employee stock
option deductions included in the Company's net operating loss carryforward.

                                       47
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(5) INCOME TAXES (CONTINUED)
    As of December 31, 1999, About.com had net operating loss carryforwards for
federal income tax purposes of approximately $78.5 million. There can be no
assurance that About.com will realize the benefit of the net operating loss
carryforwards. The federal net operating loss carryforwards are available to
offset future taxable income and expire at various times through 2019 if not
utilized.

    Due to the "change in ownership" provisions of the Internal Revenue Code,
the availability of About.com's net operating loss and credit carryforwards may
be subject to an annual limitation against taxable income in future periods,
which could substantially limit the eventual utilization of these carryforwards.

(6) RELATED-PARTY TRANSACTIONS

    At December 31, 1997, Mr. Scott P. Kurnit, About.com's Chief Executive
Officer and Chairman of the Board of Directors, elected to defer compensation in
the amount of $414,700, for accrued but unpaid salary and bonuses. In
January 1998, Mr. Kurnit converted $300,000 of that amount into a convertible
note payable (see note 9). During 1998, Mr. Kurnit elected to defer an
additional $67,000 of compensation, which at December 31, 1998 totaled $181,700,
and is included in accounts payable and accrued expenses. Such amount was paid
in full during 1999.

    On April 20, 1998, About.com and a director of an investor in About.com
executed an advisory agreement pursuant to which the individual agreed to
provide consulting and advisory services to About.com including, but not limited
to, introducing About.com to members of the investment community and assisting
About.com with respect to financial and strategic matters. In consideration for
his services under the advisory agreement, the individual was issued a warrant
to purchase up to an aggregate of 21,360 shares of About.com's common stock, at
an exercise price of $5.06 per share. The warrant is exercisable at any time
during the 10-year period commencing on the date of the closing of a qualified
initial public offering (which would include the IPO). The fair value of the
warrant, using the Black-Scholes model and the following assumptions: risk-free
interest rate of 6%, dividend yield of 0%, expected life of ten years, and
volatility of 0%, resulted in a compensation charge of $36,000 during 1998. This
warrant had not been exercised as of December 31, 1999.

(7) ACQUISITIONS

    VANTAGENET

    On June 14, 1999, About.com formed About.com Acquisition Corp. ("AAC"), a
Delaware corporation and a wholly-owned subsidiary of About.com. AAC was merged
with and into VantageNet, Inc., a Minnesota corporation ("VantageNet"), with
VantageNet as the surviving corporation. The merger was effected pursuant to the
Agreement and Plan of Reorganization, dated June 14, 1999, by and among
About.com, AAC, VantageNet and certain stockholders thereof. As a result of the
merger, VantageNet became a wholly-owned subsidiary of About.com. VantageNet is
an Internet marketing company which utilizes electronic surveys and/or polling
tools.

    The consideration paid by About.com in connection with the merger consisted
of $550,000 in cash and 65,550 newly issued shares of common stock, par value
$0.001, of About.com. The total purchase price for this transaction was
approximately $2.5 million. The difference between the fair market value of

                                       48
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(7) ACQUISITIONS (CONTINUED)
VantageNet's net tangible assets and the purchase price has been accounted for
as goodwill and other purchased intangible assets and is being amortized over
the expected period of benefit of three years.

    NORTH SKY

    On December 14, 1999, AAC was merged with and into North Sky, Inc., a
Delaware corporation ("North Sky"), with North Sky as the surviving corporation.
The merger was effected pursuant to the Agreement and Plan of Reorganization,
dated November 30, 1999, by and among About.com, AAC, North Sky and certain
stockholders thereof. As a result of the merger, North Sky became a wholly-owned
subsidiary of About.com. North Sky offers web site hosting as well as
programming and design support for its customers.

    The acquisition has been accounted for as a purchase business combination.
The consideration of $37.6 million paid by About.com in connection with the
merger consisted of 501,585 newly issued shares of common stock, par value
$0.001, of About.com valued at approximately $22.9 million and the assumption by
the Company of options to purchase shares of common stock of North Sky which
were exchanged for options to purchase approximately 330,166 shares of
About.com's common stock valued at approximately $14.6 million. These options
have ten year terms and vest over a four year period. The Company also incurred
acquisition costs of approximately $80,000. The difference between the fair
market value of North Sky's net tangible liabilities and the purchase price has
been accounted for as goodwill and other purchased intangible liabilities and is
being amortized over the expected period of benefit of three years.

<TABLE>
<CAPTION>
                                                    ACQUISITION       NET TANGIBLE
ACQUIRED COMPANY                  EFFECTIVE DATE       COSTS      ASSETS/(LIABILITIES)   INTANGIBLES/GOODWILL
----------------                 ----------------   -----------   --------------------   --------------------
<S>                              <C>                <C>           <C>                    <C>
VantageNet.....................  June 14, 1999        $51,000           $ 24,000             $ 2,476,000
North Sky......................  December 6, 1999     $80,000           $(73,000)            $37,675,000
</TABLE>

    The following unaudited pro forma consolidated amounts give effect to the
acquisitions as if they had occurred on January 1, 1998, by consolidating the
results of operations of VantageNet and North Sky with the results of About.com
for the years ended December 31, 1999 and 1998. The pro forma adjustments
include the elimination of all intercompany transactions.

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1999           1998
                                                   ------------   ------------
<S>                                                <C>            <C>
Total revenues...................................  $ 28,320,300   $  3,975,800
Net loss attributable to common stockholders.....  $(68,785,600)  $(29,074,100)
Net loss per common share........................  $      (6.24)  $     (12.65)
Weighted average shares used in net loss per
  common share calculation (1)...................    11,021,562      2,298,733
</TABLE>

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

(1) The weighted average common shares used to compute pro forma basic net loss
    per share includes the actual weighted average common shares outstanding for
    the historical years ended December 31, 1999 and 1998, respectively, plus
    the common shares issued in connection with the acquisition of VantageNet
    and North Sky from January 1, 1998. The common stock issued in connection
    with the acquisition of VantageNet and North Sky was 65,550 and 501,585
    shares, respectively.

                                       49
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(7) ACQUISITIONS (CONTINUED)
    The unaudited pro forma consolidated statements of operations are not
necessarily indicative of the operating results that would have been achieved
had the transactions been in effect as of the beginning of the periods presented
and should not be construed as being representative of future operating results.

(8) NOTES PAYABLE

    8.25% NOTES PAYABLE

    The following summarizes the 8.25% Notes Payable activity during 1997 and
1998:

<TABLE>
<CAPTION>
                                                            PRINCIPAL    INTEREST      TOTAL
                                                           -----------   ---------   ----------
<S>                                                        <C>           <C>         <C>
Balance at January 1, 1997...............................  $ 3,905,600   $  66,100   $3,971,700
Conversion into convertible note payable-Series A on
  August 27, 1997........................................     (650,000)         --     (650,000)
Accrued interest during 1997.............................           --     308,400      308,400
                                                           -----------   ---------   ----------
Balance at December 31, 1997.............................    3,255,600     374,500    3,630,100
                                                           -----------   ---------   ----------
Conversion into Series B preferred stock on April 23,
  1998...................................................   (1,700,000)   (305,800)  (2,005,800)
Accrued interest from January 1, 1998 through
  November 13, 1998......................................           --     157,700      157,700
Conversion into Series C preferred stock on
  November 13, 1998......................................   (1,555,600)   (226,400)  (1,782,000)
                                                           -----------   ---------   ----------
Balance at December 31, 1998.............................  $        --   $      --   $       --
                                                           ===========   =========   ==========
</TABLE>

    On October 17, 1996, About.com executed a secured 8.25% Promissory Note
("8.25% Note") in the original principal amount of $3,905,600. On August 27,
1997, the 8.25% Note was amended to, among other things, reduce the principal
amount outstanding thereunder to $3,255,600, reflecting a reduction of $650,000
which was converted into a convertible note payable. In connection with the
execution of the convertible note payable (see note 9), About.com issued
warrants to purchase 24,105 shares of About.com's common stock at an exercise
price of $4.21 per share. The fair value of the warrants, using a Black-Scholes
model and the following assumptions: risk-free interest rate of 5.7%, dividend
yield of 0%, expected life of ten years and volatility of 0%, was deemed
insignificant on the date of grant.

    On April 23, 1998, the 8.25% Note was amended again to, among other things,
(i) reduce the principal amount outstanding thereunder to $1,555,600, reflecting
a reduction of $1,700,000 which was simultaneously converted into 944,444 shares
of Series B convertible preferred stock ("Series B Preferred") (see notes 9 and
10), (ii) reduce the interest amount outstanding thereunder by $305,800, which
was simultaneously converted into 169,883 shares of Series B Preferred, and
(iii) provide that the remaining principal and interest would automatically
convert into shares of About.com's Series C convertible preferred stock
("Series C Preferred") upon the closing of the next financing conducted by
About.com if the next sale of equity to new investors on or prior to March 31,
1999 was at a price per share less than $3.00 per share (on a pre-split basis),
otherwise the note was due and payable on March 31, 1999. On November 13, 1998,
About.com issued 913,856 shares of About.com's Series C Preferred at $1.95 per
preferred share in consideration for the cancellation of the remaining
$1,555,600 of principal and $226,400 of interest outstanding under the 8.25%
Note. Upon the closing of the IPO, these 913,856 shares of About.com's Series C
Preferred converted into 325,333 shares of common stock.

                                       50
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(8) NOTES PAYABLE (CONTINUED)

    In January, June and July 1998, About.com issued to the holder of the 8.25%
Note warrants to purchase an additional 2,670, 2,111 and 4,119 shares of
About.com's common stock at an exercise price of $4.21 per share in
consideration for entering into a subordination agreement with another creditor
of About.com. The value attributed to the warrants, using a Black-Scholes
pricing model and the following assumptions: risk-free interest rate of 6.0%,
dividend yield of 0%, expected life of ten years and volatility of 0%, was
$18,000 in the aggregate, based upon the respective grant dates, which was
recorded as additional interest expense in 1998.

    NOTES PAYABLE

    During January 1998, About.com entered into an asset backed credit facility
with Phoenix Leasing Incorporated ("Phoenix") which was funded as About.com
pledged fixed assets as security to Phoenix. During the year ended December 31,
1998, About.com received a total loan of $507,700 and pledged $507,700 of fixed
assets as security. The effective interest rate of the credit facility is 18%.
As of December 31, 1999, the balance outstanding was $300,000 of which $157,000
is due in 2000 and $143,000 is due in 2001.

    In January and February 1999, About.com entered into a lease line of credit
for $781,300 to finance capital equipment, of which $268,800 is due in 2000,
$273,300 in 2001, and $7,000 in 2002. The effective interest rate of the credit
facility was 16%. As of December 31, 1999, the balance outstanding was $566,100,
of which $254,900 is due within the next twelve months.

(9) CONVERTIBLE NOTES PAYABLE--SERIES A NOTES

    The following summarizes the Convertible Notes Payable--Series A Notes
activity during 1997 and 1998:

<TABLE>
<CAPTION>
                                                            PRINCIPAL    INTEREST       TOTAL
                                                           -----------   ---------   -----------
<S>                                                        <C>           <C>         <C>
Balance at January 1, 1997...............................  $        --   $      --   $        --
Issuance of notes between March 27, 1997 and
  December 31, 1997......................................    4,000,000          --     4,000,000
Conversion of $650,000 of the 8.25% notes payable into a
  Series A convertible note on August 27, 1998...........      650,000          --       650,000
Accrued interest during 1997.............................           --     239,700       239,700
                                                           -----------   ---------   -----------
Balance at December 31, 1997.............................    4,650,000     239,700     4,889,700
                                                           -----------   ---------   -----------
Conversion of $300,000 of Mr. Kurnit's deferred
  compensation into Series A convertible note............      300,000          --       300,000
Interest accrued through April 23, 1998..................           --     154,800       154,800
Conversion into Series A preferred stock on April 23,
  1998...................................................   (4,950,000)    (70,000)   (5,020,000)
Conversion of remaining accrued interest into a newly
  issued unsecured promissory note on April 23, 1998.....           --    (324,500)     (324,500)
                                                           -----------   ---------   -----------
Balance at December 31, 1998.............................  $        --   $      --   $        --
                                                           ===========   =========   ===========
</TABLE>

                                       51
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(9) CONVERTIBLE NOTES PAYABLE--SERIES A NOTES (CONTINUED)
    Between March 27, 1997 and January 15, 1998, About.com issued several
secured subordinated notes, which converted into Series A Notes ("Series A
Notes"), for an aggregate principal amount of $4,950,000, which amount included
(i) the conversion of $650,000 from the 8.25% Notes and (ii) the conversion of
$300,000 of deferred compensation owed to Mr. Kurnit. These notes bore interest
at a variable rate equal to the prime rate plus two percent per annum. At
December 31, 1997, prime rate plus 2% was 10.5%. Pursuant to their terms, the
principal due on the Series A Notes were automatically convertible into shares
of About.com's common stock or convertible preferred stock upon the closing of
the next equity financing conducted by About.com. The conversion price for these
notes, as provided for in the original note agreement, was $1.50 per preferred
share.

    In connection with the issuance of this debt, About.com issued warrants to
purchase 218,890 shares of About.com's common stock at an exercise price of
$0.03 per share and 90,858 shares of About.com's common shares at an exercise
price of $4.21 per share (which includes warrants to purchase 24,105 shares
relating to the conversion of $650,000 from the 8.25% Notes), all of which
expire ten years from their date of issuance; provided that, under certain
circumstances, About.com could cancel the warrants after providing the holders
thereof a reasonable period of time to exercise the warrants prior to their
cancellation. The value attributed to the warrants was $106,000 for warrants
issued with an exercise price of $0.03 and $31,000 for warrants issued with an
exercise price of $4.21 per share. These values were estimated, using a
Black-Scholes pricing model, based on the following assumptions: risk-free
interest rate of 6.0%, dividend yield of 0%, expected life of 10 years and
volatility of 0%. These amounts were recorded as an original issue debt discount
and amortized to interest expense over the life of the loans. In December 1998,
About.com exercised its right to call certain investor warrants which resulted
in the issuance of 218,890 shares of common stock at $0.03 per share and 66,753
shares of common stock at $4.21 per share for net cash proceeds of approximately
$287,600. The remaining 24,105 warrants with an exercise price of $4.21 per
share were cancelled.

    On April 23, 1998, About.com issued an aggregate of 3,346,715 shares of
Series A Preferred, at a purchase price of $1.50 per preferred share, to holders
of the Series A Notes, in consideration for the cancellation of all principal
owed under the Series A Notes and $70,000 of interest accrued under the
Series A Notes prior to August 12, 1997. All remaining interest under the
Series A Notes up through April 23, 1998 was evidenced by newly issued unsecured
promissory notes of About.com which amounted to $337,100 as of December 31,
1998. The notes bore interest at 6% and had no due date. In accordance with the
terms of the note upon the closing of a qualified initial public offering, all
amounts due under these unsecured promissory notes were automatically, by its
original terms, forgiven and canceled. Accordingly, such amount has been
recorded as a contribution to additional paid-in capital upon the closing of the
IPO.

                                       52
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(9) CONVERTIBLE NOTES PAYABLE--SERIES A NOTES (CONTINUED)
    The following summarizes the unsecured promissory notes activity during 1999
and 1998:

<TABLE>
<CAPTION>
                                               PRINCIPAL   INTEREST     TOTAL
                                               ---------   --------   ---------
<S>                                            <C>         <C>        <C>
Balance at January 1, 1998...................  $      --   $     --   $      --
Conversion of remaining accrued interest on
  Series A notes into a newly issued
  unsecured promissory note on April 23,
  1998.......................................    324,500         --     324,500
Accrued interest during 1998.................         --     12,600      12,600
                                               ---------   --------   ---------
Balance at December 31, 1998.................    324,500     12,600     337,100
                                               ---------   --------   ---------
Accrued interest from January 1, 1999 through
  March 24, 1999.............................         --      4,200       4,200
Contribution to additional paid-in capital in
  connection with the forgiveness and
  cancellation of interest on March 24,
  1999.......................................   (324,500)   (16,800)   (341,300)
                                               ---------   --------   ---------
Balance at December 31, 1999.................  $      --   $     --   $      --
                                               =========   ========   =========
</TABLE>

(10) CONVERTIBLE LOAN PAYABLE--SERIES B NOTES

    The following summarizes the Convertible Loans Payable--Series B Notes
activity during 1997 and 1998:

<TABLE>
<CAPTION>
                                             PRINCIPAL    INTEREST      TOTAL
                                            -----------   --------   -----------
<S>                                         <C>           <C>        <C>
Balance at January 1, 1997................  $        --   $     --   $        --
Issuance of Series B notes on November 26,
  1997....................................    1,000,000         --     1,000,000
Accrued interest during 1997..............           --     10,200        10,200
                                            -----------   --------   -----------
Balance at December 31, 1997..............    1,000,000     10,200     1,010,200
                                            -----------   --------   -----------
Issuance of Series B notes in February
  1998....................................    1,800,000         --     1,800,000
Accrued interest through April 23, 1998...           --     59,600        59,600
Conversion of the Series B notes and
  accrued interest thereon into Series B
  preferred stock on April 23, 1998.......   (2,800,000)   (69,800)   (2,869,800)
                                            -----------   --------   -----------
Balance at December 31, 1998..............  $        --   $     --   $        --
                                            ===========   ========   ===========
</TABLE>

    Between November 1997 and February 1998, About.com issued several secured
subordinated notes ("Series B Notes") for an aggregate principal amount of
$2,800,000, of which $1,000,000 bore interest at a variable rate equal to the
prime rate plus two percent per annum and $1,800,000 bore interest at 10%
percent per annum and were due on demand. At December 31, 1997, prime rate plus
2% was 10.5%. Pursuant to their terms, the Series B Notes were automatically
convertible into shares of About.com's Series B Preferred upon the closing of
the next equity financing conducted by About.com. The conversion price for these
notes, as provided for in the original note agreement, was $1.80 per preferred
share.

                                       53
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(10) CONVERTIBLE LOAN PAYABLE--SERIES B NOTES (CONTINUED)
    In connection with the issuance of this debt, About.com issued warrants to
purchase 250,192 shares of About.com's common stock at an exercise price of
$5.06 per share, all of which expire ten years from their date of issuance;
provided that, under certain circumstances, About.com may cancel the warrants
after providing the holders thereof a reasonable period of time to exercise the
warrants prior to their cancellation. The fair value of the warrants, using the
Black-Scholes model and the following assumptions: risk-free interest rate of
6.0%, dividend yield of 0%, expected life of 10 years and volatility of 0%, was
$150,000 and recorded as additional interest expense. In December 1998,
About.com exercised its right to call certain investor warrants which resulted
in the issuance of 250,192 shares of common stock at $5.06 per share for net
cash proceeds of approximately $1,266,000.

    On April 23, 1998, About.com issued 1,594,380 shares of Series B Preferred,
at a purchase price of $1.80 per share, to holders of the Series B Notes, in
consideration for the cancellation of all indebtedness of About.com under the
Series B Notes. Upon the closing of the IPO, these 1,594,380 shares of Series B
preferred converted into 567,601 shares of common stock.

(11) CAPITALIZATION

    AUTHORIZED SHARES

    During 1996 and 1997, About.com amended and restated its certificate of
incorporation. As a result, at December 31, 1997, the total number of shares
which About.com was authorized to issue was 30,000,000; 26,500,000 of these
shares were common stock, each having a par value of $0.001; and 3,500,000
shares were preferred stock, each having a par value of $0.001. During each of
April 1998 and November 1998, About.com amended and restated its certificate of
incorporation. As a result, at December 31, 1998, the total number of shares
which About.com was authorized to issue was 53,662,260; 35,000,000 of these
shares were common stock, each having a par value of $0.001; and 18,662,260
shares were preferred stock, each having a par value of $0.001, of which
3,346,715, 6,597,596, and 8,717,949 have been designated as Series A Preferred,
Series B Preferred and Series C Preferred, respectively. Upon the closing of the
initial public offering, 3,346,715, 6,597,596 and 7,301,811 shares of Series A,
B and C convertible preferred stock, respectively, converted into 6,139,640
shares of common stock and About.com issued 3,557,527 shares of common stock in
connection with its initial public offering and concurrent placement. Upon the
closing of the initial public offering, About.com also amended and restated its
certificate of incorporation so that the Company is authorized to issue
50,000,000 shares of common stock and 5,000,000 shares of undesignated preferred
stock.

    REDEEMABLE CONVERTIBLE PREFERRED STOCK

    On April 23, 1998, About.com issued an aggregate of 3,346,715 shares of
Series A Preferred, at a purchase price of $1.50 per share, to holders of the
Series A Notes, in consideration for the cancellation of all principal owed
under the Series A Notes, amounting to $4,950,000, and $70,000 of interest
accrued under the Series A Notes prior to August 12, 1997. All remaining
interest under the Series A Notes up through April 23, 1998 was evidenced by
newly unsecured promissory notes of About.com which amounted to $337,100 as of
December 31, 1998. In March 1999, upon the closing of the initial public
offering, this amount together with interest accrued from January 1, 1999
through March 24, 1999 was forgiven and canceled and recorded as a contribution
to additional paid-in capital for an aggregate amount of $341,300.

                                       54
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(11) CAPITALIZATION (CONTINUED)
    On April 23, 1998 and in June 1998, About.com issued an aggregate of
6,597,596 shares of Series B Preferred, at a purchase price of $1.80 per share,
to (i) holders of the Series B Notes in consideration for the cancellation of
all indebtedness of About.com under the Series B Notes, amounting to $2,869,900,
(ii) the 8.25% Note holder, in consideration for the cancellation of $1,700,000
in principal and $305,800 in accrued interest, and (iii) $7,000,000 from other
investors. In March 1999, upon the closing of the initial public offering, the
6,597,596 shares of Series A Preferred were converted into 2,348,752 shares of
common stock.

    In connection with the issuance of the Series B Preferred, About.com issued
warrants to purchase 107,695 shares of About.com's common stock at an exercise
price of $7.02 per share, all of which expire ten years from their date of
issuance; provided that, under certain circumstances, About.com may cancel the
warrants after providing the holders with a reasonable period of time to
exercise the warrants prior to their cancellation. In December 1998, About.com
exercised its right to call certain investor warrants which resulted in the
issuance of 103,801 shares of common stock at $7.02 per share for net cash
proceeds of approximately $702,800. The warrant for the remaining 3,894 shares
was cancelled.

    On October 5, 1998, About.com delivered a number of convertible promissory
notes ("Series C Notes") in the aggregate principal amount of $1,081,000.
Pursuant to their terms, the Series C Notes were automatically convertible into
shares of About.com's Series C Convertible Preferred Stock ("Series C
Preferred"), at a conversion price equal to the lesser of $3.60 per share of
Series C Preferred or the purchase price per share of the Series C Preferred,
upon the closing of the next equity financing conducted by About.com. The
conversion price for the notes was $1.95 per preferred share which was the
highest price paid for the Company's preferred stock during such time period.

    On November 13, 1998 and December 4, 1998, About.com issued an aggregate of
7,301,811 shares of Series C Preferred, at a purchase price of $1.95 per share,
to (i) holders of the Series C Notes in consideration for the cancellation of
all indebtedness of About.com under the Series C Notes, amounting to $1,089,900
(ii) the holders of the Series C Notes in consideration for the payment of
$2,322,000, (iii) the 8.25% Note holder, in consideration for the cancellation
of $1,782,000 in principal and accrued interest, and (iv) other investors in
consideration for the payment of $9,044,600, including $762,600 from existing
stockholders pursuant to participation rights granted to those stockholders. In
March 1999, upon the closing of the initial public offering, the 7,301,811
shares of Series C Preferred were converted into 2,599,455 shares of common
stock.

    The following summarizes the Convertible Notes Payable--Series C Notes
activity during 1998:

<TABLE>
<CAPTION>
                                                              PRINCIPAL    INTEREST      TOTAL
                                                             -----------   --------   -----------
<S>                                                          <C>           <C>        <C>
Balance at January 1, 1998.................................  $        --   $    --    $        --
Issuance of notes on October 5, 1998.......................    1,081,000        --      1,081,000
Accrued interest through November 13, 1998.................           --     8,900          8,900
Conversion into Series C preferred stock on November 13,
  1998.....................................................   (1,081,000)   (8,900)    (1,089,900)
                                                             -----------   -------    -----------
Balance at December 31, 1998...............................  $        --   $    --    $        --
                                                             ===========   =======    ===========
</TABLE>

    Each share of Series A Preferred, Series B Preferred and Series C Preferred
was entitled to a cumulative dividend at the rate of $0.135, $0.162, and $0.176
per share per annum, respectively, payable in

                                       55
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(11) CAPITALIZATION (CONTINUED)
preference and priority to any payment of any cash dividend on common stock,
when and as declared by the Board of Directors of About.com. Cumulative
dividends on convertible preferred stock amounted to $1,196,800 and $1,842,900
as of December 31, 1998 and March 24, 1999, respectively. Upon the closing of a
qualified initial public offering (including the IPO), all cumulative dividends
were canceled. Each holder of Series A Preferred, Series B Preferred and
Series C Preferred shares were entitled to the number of votes equal to the
number of whole shares of common stock into which the shares of preferred stock
were convertible into on the date of the vote.

    Each share of Series A Preferred, Series B Preferred and Series C Preferred
was convertible into 0.356 shares of common stock, as adjusted for dilutive
issuances of stock and other securities. In March 1999, upon the closing of the
IPO, 3,346,715, 6,597,596 and 7,301,811 shares of Series A, B and C convertible
preferred stock, respectively, representing all of the outstanding shares of
convertible preferred stock, automatically converted into 6,139,640 shares of
common stock.

<TABLE>
<CAPTION>
                                                      SERIES A                     SERIES B                     SERIES C
                                              -------------------------   --------------------------   --------------------------
                                                SHARES        AMOUNT        SHARES         AMOUNT        SHARES         AMOUNT
                                              -----------   -----------   -----------   ------------   -----------   ------------
<S>                                           <C>           <C>           <C>           <C>            <C>           <C>
Balance at January 1, 1998..................           --   $        --            --   $         --            --   $         --
Conversion of the $4,950,000 of the
  convertible notes payable Series A
  together with $70,000 of interest thereon
  into Series A preferred stock on April 23,
  1998......................................    3,346,715     5,020,000            --             --            --             --
Conversion of $1,700,000 of the 8.25% notes
  payable together with $305,800 of interest
  thereon into Series B preferred stock on
  April 23, 1998............................           --            --     1,114,327      2,005,800            --             --
Conversion of $2,800,000 of the convertible
  notes payable-Series B together with
  $69,800 of interest thereon into Series B
  preferred stock on April 23, 1998.........           --            --     1,594,380      2,869,800            --             --
Issuance of Series B preferred stock on
  April 23, 1998 in consideration of cash
  proceeds of $7 million....................           --            --     3,888,889      7,000,000            --             --
Conversion of the remaining $1,555,600 of
  8.25% notes payable together with $226,400
  of interest thereon into Series C
  preferred stock on November 13, 1998......           --            --            --             --       913,856      1,782,000
Conversion of $1,081,000 of the convertible
  notes payable-Series C together with
  $8,900 of interest thereon into Series C
  preferred stock on November 13, 1998......           --            --            --             --       558,917      1,089,900
Issuance of Series C preferred on November
  13, and December 4, 1998 in consideration
  of cash proceeds of $11.4 million.........           --            --            --             --     5,829,038     11,366,600
                                              -----------   -----------   -----------   ------------   -----------   ------------
Balance at December 31, 1998................    3,346,715     5,020,000     6,597,596     11,875,600     7,301,811     14,238,500
                                              -----------   -----------   -----------   ------------   -----------   ------------
Conversion of Series A, B, and C preferred
  stock into 1,191,433, 2,348,752, and
  2,599,455 shares of common stock,
  respectively, upon the closing of the
  IPO.......................................   (3,346,715)   (5,020,000)   (6,597,596)   (11,875,600)   (7,301,811)   (14,238,500)
                                              -----------   -----------   -----------   ------------   -----------   ------------
Balance at December 31 1999.................           --   $        --            --   $         --            --   $         --
                                              ===========   ===========   ===========   ============   ===========   ============
</TABLE>

                                       56
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(11) CAPITALIZATION (CONTINUED)

<TABLE>
<CAPTION>
                                                                                 CARRYING
                               # OF      PRICE PER   DIVIDEND       TOTAL        VALUE AT       1998         1998
                              SHARES       SHARE       RATE     CONSIDERATION   ISSUANCE(1)   ACCRETION   DIVIDENDS
                             ---------   ---------   --------   -------------   -----------   ---------   ----------
<S>                          <C>         <C>         <C>        <C>             <C>           <C>         <C>
Series A...................  3,346,715     $1.50      $0.135     $ 5,020,000    $ 4,943,900    $10,100    $  305,700
Series B...................  6,597,596     $1.80      $0.162     $11,875,600    $11,698,200    $23,600    $  726,500
Series C...................  7,301,811     $1.95      $0.176     $14,238,500    $14,199,100         --    $  164,600
                                                                                               -------    ----------
                                                                                               $33,700    $1,196,800
                                                                                               =======    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                 LIQUIDATION     LIQUIDATION
                        BALANCE AT                                                  VALUE           VALUE        EQUIVALENT
                       DECEMBER 31,     1999        1999        BALANCE AT     AT DECEMBER 31,   AT MARCH 24,    SHARES OF
                           1998       ACCRETION   DIVIDENDS   MARCH 24, 1999        1998             1998       COMMON STOCK
                       ------------   ---------   ---------   --------------   ---------------   ------------   ------------
<S>                    <C>            <C>         <C>         <C>              <C>               <C>            <C>
Series A.............  $ 5,259,700     $ 3,500    $104,200     $ 5,367,400       $ 5,325,700     $ 5,429,900     1,191,433
Series B.............  $12,448,300     $ 8,200    $246,500     $12,703,000       $12,602,100     $12,848,600     2,348,752
Series C.............  $14,363,700     $ 1,800    $295,400     $14,660,900       $14,403,100     $14,698,500     2,599,455
                                       -------    --------     -----------                                       ---------
                                       $13,500    $646,100     $32,731,300                                       6,139,640
                                       =======    ========     ===========                                       =========
</TABLE>

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

(1) Includes offering related costs of $76,100, $177,460 and $39,400 for
    Series A, B and C, respectively

    COMMON STOCK

    During 1996, About.com issued shares of common stock to its founders and
original employees at approximately $0.03 per share. About.com's right to
repurchase these shares in certain circumstances was to lapse over a period of
three years. During 1997, About.com's Board of Directors approved a resolution
to cancel these shares in exchange for incentive stock options. Accordingly, on
March 20, 1997, About.com canceled 367,802 common shares and exchanged these
shares on a one-for-one basis for participation in the 1997 Employee Stock
Incentive Plan. These incentive stock options were granted with an exercise
price equal to their fair market value, or $0.51 per share, at the date of grant
as determined by an independent valuation.

                                       57
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(11) CAPITALIZATION (CONTINUED)
    WARRANTS

    Warrant activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                                      WEIGHTED
                                                                      AVERAGE
                                                           WARRANTS   EXERCISE
                                                           GRANTED     PRICE
                                                           --------   --------
<S>                                                        <C>        <C>
Outstanding at December 31, 1996.........................        --    $   --
Granted..................................................   427,003      3.14
Exercised................................................        --        --
Canceled.................................................        --        --
                                                           --------    ------
Outstanding at December 31, 1997.........................   427,003      3.14
Granted..................................................   309,340      5.60
Exercised................................................  (639,636)     3.53
Canceled.................................................   (27,999)     4.60
                                                           --------    ------
Outstanding at December 31, 1998.........................    68,708      9.66
Granted..................................................        --        --
Exercised................................................   (38,448)    13.48
Cancelled................................................        --        --
                                                           --------    ------
Outstanding at December 31, 1999.........................    30,260    $ 4.81
                                                           ========    ======
</TABLE>

    All warrants are exercisable and have expiration dates generally ten years
from the date of grant.

    The weighted-average fair value of warrants granted during 1998 was $1.03 on
the date of grant using a Black Scholes pricing model with the following
weighted-average assumptions for 1998: (i) risk-free interest rate-6.0%;
(ii) dividend yield-0.0%; and (iii) expected life-10 years.

    As of December 31, 1998, the following number of warrants to purchase common
stock remain outstanding: 8,900 shares at $4.21 per share; 21,360 shares at
$5.06 per share; 2,848 shares at $6.32 per share; and 35,600 shares at $14.05
per share.

    As of December 31, 1999, the following number of warrants to purchase common
stock remain outstanding: 8,900 shares at $4.21 and 21,360 shares at $5.06 per
share.

(12) STOCK OPTION PLAN

    About.com's Board of Directors has authorized 996,800 shares at
December 31, 1997 and 1,886,800 shares at December 31, 1998 of its common stock
for issuance pursuant to its 1998 Stock Option/Stock Issuance Plan (successor
plan to About.com's 1997 Employee Incentive Stock Option Plan). On February 5,
1999, the Board of Directors and shareholders increased the authorized number of
shares authorized under the plan by 1,338,085 shares, effectively authorizing
3,224,885 in the aggregate. These options have ten year terms and have been
issued at the fair market value of About.com's common stock on the date of the
applicable grant (except for certain 1998 and 1999 options issued with exercise
prices less than the deemed fair value at the date of grant). Incentive options
granted to stockholders who own more than 10%

                                       58
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(12) STOCK OPTION PLAN (CONTINUED)
of the outstanding stock of About.com must be issued at 110% of the fair market
value of the stock on the date that the options are granted.

    On August 20, 1999, the Board of Directors authorized 400,000 shares under
About.com's 1999 Non-Officer Stock Option/Stock Issuance Plan, effectively
authorizing 3,624,885 shares in the aggregate.

    On December 1, 1999, the Board of Directors authorized an additional 400,000
shares under About.com's 1999 Non-Officer Stock Option/Stock Issuance Plan,
effectively authorizing 4,024,885 shares in the aggregate.

    In December 1999, the Board of Directors authorized the assumption of an
additional 330,166 shares related to the option plan assumed in the North Sky
acquisition, effectively authorizing 4,355,051 shares in the aggregate.

    Stock option activity under the Plan during the periods indicated is as
follows:

<TABLE>
<CAPTION>
                                                                                WEIGHTED AVERAGE
                                                              OPTIONS GRANTED    EXERCISE PRICE
                                                              ---------------   ----------------
<S>                                                           <C>               <C>
Outstanding as of December 31, 1996.........................            --           $   --
Granted.....................................................       892,818           $ 0.51
Exercised...................................................       (26,886)            0.51
Canceled....................................................       (97,081)            0.51
                                                                 ---------           ------
Outstanding as of December 31, 1997.........................       768,851             0.51
Granted.....................................................       485,921             1.43
Exercised...................................................       (87,583)            0.90
Canceled....................................................       (38,540)            0.64
                                                                 ---------           ------
Outstanding as of December 31, 1998.........................     1,128,649             0.87
Granted.....................................................     2,775,707            24.71
Exercised...................................................      (503,071)            2.22
Canceled....................................................      (258,684)           23.44
                                                                 ---------           ------
Outstanding as of December 31, 1999.........................     3,142,591           $19.79
                                                                 =========           ======
Exercisable at December 31, 1998............................       477,721           $ 0.55
                                                                 =========           ======
Exercisable at December 31, 1999............................       901,880           $ 7.23
                                                                 =========           ======
Total options available as of December 31, 1998.............       643,682
                                                                 =========
Total options available as of December 31, 1999.............       594,920
                                                                 =========
</TABLE>

                                       59
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(12) STOCK OPTION PLAN (CONTINUED)
    The following table summarizes information about stock options outstanding
at December 31, 1999.

<TABLE>
<CAPTION>
                                         WEIGHTED
                                          AVERAGE     WEIGHTED     NUMBER
                            NUMBER       REMAINING    AVERAGE    EXERCISABLE      WEIGHTED
     ACTUAL RANGE OF      OUTSTANDING   CONTRACTUAL   EXERCISE       AT           AVERAGE
     EXERCISE PRICES      AT 12/31/99      LIFE        PRICE      12/31/99     EXERCISE PRICE
  ---------------------   -----------   -----------   --------   -----------   --------------
  <S>                     <C>           <C>           <C>        <C>           <C>
           $0.32--0.47       203,117        7.8        $ 0.37      142,895         $ 0.36
           $0.51--0.63       425,793        7.2        $ 0.52      417,938         $ 0.52
           $1.01--1.01       133,146        8.5        $ 1.01       43,484         $ 1.01
           $2.81--4.21       278,224        9.1        $ 3.87       65,580         $ 3.30
           $5.51--6.77        46,146        9.6        $ 6.40       16,708         $ 6.46
         $22.38--32.50     1,589,756        8.5        $24.94      192,776         $24.85
         $33.60--49.88       423,659        9.8        $44.34       15,000         $47.50
         $50.50--56.50        42,750        9.4        $51.65        7,499         $51.50
   -------------------     ---------        ---        ------      -------         ------
          $0.32--56.50     3,142,591        8.5        $19.79      901,880         $ 7.23
   ===================     =========        ===        ======      =======         ======
</TABLE>

    The weighted-average remaining life of the 3,142,591 and 1,128,649 options
outstanding at December 31, 1999 and 1998 is 8.5 and 8.75 years, respectively.

    For the twelve months ended December 31, 1998, About.com recorded deferred
compensation expense of approximately $1,716,900, in connection with the grant
of certain options to employees and directors, representing the difference
between the deemed fair value of About.com's common stock at the date of grant
for accounting purposes and the exercise price of the related options. This
amount is presented as a reduction of stockholders equity (deficit) and
amortized over the vesting period, typically four years, of the applicable
options. About.com granted approximately 485,921 options at a weighted average
exercise price of $1.43 per share; all of which were granted at less than the
deemed fair value at the date of grant. About.com has amortized $478,000 of
deferred compensation for the year ended December 31, 1998 of which $27,000 has
been included in cost of revenues. About.com has amortized $1.1 million of
deferred compensation for the year ended December 31, 1999, which $19,000 has
been included in cost of revenue. About.com expects to amortize the following
amounts of deferred compensation annually: 2000-$278,600; 2001-$278,600; and
2002-$222,000 (see note 13(b)).

    In September 1997, About.com recorded compensation expense of approximately
$3,300 in connection with options granted outside of the Plan to consultants to
purchase 49,787 shares of common stock at an exercise price of $0.51 per share.
The fair value of the options was determined using the Black-Scholes model and
the following assumptions: risk-free interest rate of 5.7%, dividend yield of
0%, expected life of 10 years and volatility of 0%. During the year ended
December 31, 1999, 36,509 of these options were exercised.

    About.com also recorded compensation expense of approximately $23,000 in
connection with options granted to consultants under the Plan in December 1998
to purchase 5,340 shares of common stock at an exercise price of $4.21 per
share. The fair value of the options was determined using the Black-Scholes
model and the following assumptions: risk-free interest rate of 6.0%, dividend
yield of 0%, and volatility of 0%. During the year ended December 31, 1999,
4,005 of these options have been exercised.

                                       60
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(12) STOCK OPTION PLAN (CONTINUED)
    In March 1999, About.com recorded a non-cash charge of $3.6 million for
guide compensation. About.com has granted fully vested, non-qualified stock
options to purchase 199,500 shares of common stock at an exercise price of
$25.00 per share to substantial majority of its guides. The options have a two
year term. Accordingly, such amount was recorded as a non-cash compensation
expense in About.com's statement of operations for the three months ended
March 31, 1999 with an offsetting increase in additional paid-in capital. During
the year ended December 31, 1999, 32,239 options were exercised.

    Had About.com determined compensation expense based on the fair value on the
grant date for its stock options issued to employees under SFAS No. 123,
About.com's net loss would have been adjusted to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------
                                                           1999           1998          1997
                                                       ------------   ------------   -----------
<S>                                                    <C>            <C>            <C>
Net loss attributable to common stockholders-as
  reported...........................................  $(55,755,600)  $(16,808,300)  $(8,640,400)
                                                       ============   ============   ===========
Net loss attributable to common stockholders-pro
  forma per SFAS No. 123.............................  $(69,553,400)  $(17,007,500)  $(8,675,900)
                                                       ============   ============   ===========
Basic and diluted net loss per common share-as
  reported...........................................  $      (5.30)  $      (9.71)  $     (4.94)
                                                       ============   ============   ===========
Basic and diluted net loss per common share-pro forma
  per SFAS No. 123...................................  $      (6.61)  $      (9.82)  $     (4.96)
                                                       ============   ============   ===========
</TABLE>

    The per share weighted-average fair value of stock options granted during
1999, 1998 and 1997 was $25.24, $3.87 and $0.09, respectively, on the date of
grant using the Black Scholes option pricing model with the following
weighted-average assumptions for 1999, 1998 and 1997: (i) risk-free interest
rate-5.6%, 6% and 5.7%, respectively; (ii) dividend yield-0.0% for all years;
and (iii) expected life-4.0, 4.4 and 3.4 years, respectively. As permitted under
the provisions of SFAS No. 123, and based on the historical lack of a public
market for About.com's options, no factor for volatility has been reflected in
the option pricing calculation.

    The Company's Employee Stock Purchase Plan ("ESPP") was adopted by the Board
of Directors in February 1999. The ESPP will provide eligible employees of the
Company the opportunity to apply a portion of their compensation to the purchase
of shares of the Company at a 15% discount. The Company has reserved 125,000
authorized but unissued shares of common stock for issuance under the ESPP. In
October 1999, 26,512 shares were purchased by employees through the ESPP.

(13) COMMITMENTS AND CONTINGENCIES

    (A) LEASES

    About.com leases certain facilities in New York and White Plains
(Westchester County) and equipment under non-cancelable operating leases. These
leases generally provide for rental increases at specified intervals. In
addition, About.com is a lessee, under several capital lease agreements with
third parties for certain equipment. Total rent expense for the years ended
December 31, 1999, 1998 and 1997 was $791,600, $320,600 and $320,900,
respectively.

                                       61
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(13) COMMITMENTS AND CONTINGENCIES (CONTINUED)
    In March and September 1999, About.com entered into two lease agreements to
expand its office space in New York. These leases expire on April 30, 2003 and
August 31, 2000, respectively. The minimum lease payments under these leases
amount to approximately $2.7 million and have been included as part of the
minimum lease payment schedule. In December 1999, we entered into a fifteen year
lease for approximately 169,000 square feet at 1440 Broadway, New York, New
York. The minimum lease payments under this lease amount to approximately
$120.1 million and have been included as part of the minimum lease payment
schedule.

    Future minimum lease payments under non-cancelable operating leases and
capital leases as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                      CAPITAL     OPERATING
YEAR                                                   LEASES       LEASES
----                                                  --------   ------------
<S>                                                   <C>        <C>
2000................................................  $161,400   $  3,080,800
2001................................................    18,400      7,190,000
2002................................................        --      7,126,700
2003................................................        --      8,198,100
2004................................................        --      8,063,600
Thereafter..........................................        --     89,037,200
                                                      --------   ------------
      Total minimum lease payments..................   179,800   $122,696,400
                                                                 ============
Less amount representing interest (at rates ranging
  from 9.7% to 18.7%)...............................    12,700
                                                      --------
Present value of net minimum lease payments.........   167,100
Less current installment of obligations under
  capital leases....................................   157,000
                                                      --------
Obligations under capital leases, excluding current
  installments......................................  $ 10,100
                                                      ========
</TABLE>

    (B) EMPLOYMENT AGREEMENTS

    At December 31, 1998, About.com had employment agreements with two senior
employees that provide for severance benefits, among other items. In the event
these agreements are terminated, About.com may be liable for severance up to
$420,000 payable during the year following that termination.

    During January 1999, About.com entered into employment arrangements with two
employees. The employment arrangements provide for minimum salary levels, and
incentive compensation and severance benefits, among other items. About.com
granted 133,500 options in the aggregate to the two employees. The exercise
price of the options is $4.21 per share. As a result, About.com recorded
deferred compensation expense in the first quarter of 1999 of $2,775,400
relating to the 133,500 options for the difference between the deemed fair value
of About.com's common stock (the initial public offering price of $25.00 per
share for accounting purposes) and the exercise price of that option at the date
of grant of $4.21 per share. This amount has been presented as a reduction of
stockholders' equity and is being amortized over the four-year vesting period of
the applicable options. About.com has amortized $693,800 of deferred
compensation for the year ended December 31, 1999. About.com expects to amortize
the following

                                       62
<PAGE>
                                ABOUT.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

(13) COMMITMENTS AND CONTINGENCIES (CONTINUED)
amounts of deferred compensation annually: 2000-$323,700; 2001-$323,700; and
2002-$324,000. Such amount is net of certain options which were forfeited in
January 2000 and resulted in a $1.1 million reduction in deferred compensation.

    During November 1999, the Company entered into an exclusive one-year
arrangement with a non-public company to provide personal homepage services. The
Company agreed to make payments, which are expensed, that are based on the
amount of advertising revenue generated on About.com's personal homepages. In
addition, the Company received vested and exercisable warrants to purchase
517,484 shares of preferred stock and warrants to purchase an additional
2,069,936 shares of preferred stock which periodically vest upon the achievement
of specified performance milestones, as defined. The warrants have an exercise
price of $2 per share and a 4-year exercise term. The fair value of these
517,484 warrants was deemed to be insignificant at December 31, 1999.

(14) SUBSEQUENT EVENT--(UNAUDITED)

    On January 28, 2000, About.com announced a definitive agreement to acquire
ExpertCentral.com, Inc. ("ExpertCentral") pursuant to the terms of an Agreement
and Plan of Reorganization (the "Agreement") dated as of January 14, 2000, by
and among the About.com, ExpertCentral and ExpertCentral Acquisition Corp.
("ECAC"), a wholly-owned subsidiary of About.com. Subject to the conditions set
forth in the Agreement, ECAC merged with and into ExpertCentral, with
ExpertCentral as the surviving corporation.

    The acquisition will be accounted for as a purchase business combination.
The consideration paid by About.com in connection with the merger consisted of
496,651 newly issued shares of common stock, par value $0.001, of About.com
valued at approximately $31.2 million and the assumption by the Company of
options to purchase shares of common stock of ExpertCentral which were exchanged
for options to purchase approximately 8,287 of About.com's common stock valued
at approximately $508,000. The Company also incurred acquisition costs of
approximately $200,000. The difference between the fair market value of
ExpertCentral's net tangible assets and the purchase price will be accounted for
as goodwill and other purchased intangible assets and will be amortized over the
expected period of benefit of three years.

                                       63
<PAGE>
                                  SCHEDULE II

                                ABOUT.COM, INC.
                      VALUATION AND QUALIFYING ACCOUNTS--
                        ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
                                                     BALANCE AT    PROVISION                  BALANCE AT
                                                     BEGINNING    FOR DOUBTFUL                   END
                                                     OF PERIOD      ACCOUNTS     DEDUCTIONS   OF PERIOD
                                                     ----------   ------------   ----------   ----------
<S>                                                  <C>          <C>            <C>          <C>
For the year ended December 31, 1997:

  Allowance for doubtful accounts..................   $     --      $  6,000      $     --     $  6,000
                                                      ========      ========      ========     ========

For the year ended December 31, 1998:

  Allowance for doubtful accounts..................   $  6,000      $140,000      $     --     $146,000
                                                      ========      ========      ========     ========

For the year ended December 31, 1999:

  Allowance for doubtful accounts..................   $146,000      $763,400      $129,400     $780,000
                                                      ========      ========      ========     ========
</TABLE>

                                       64
<PAGE>
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE

    None.

                                       65
<PAGE>
                                    PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Reference is made to the information contained in the Company's proxy
statement to be mailed to stockholders within 120 days of the end of the fiscal
year to which this report relates, which information is incorporated herein by
reference.

ITEM 11: EXECUTIVE COMPENSATION

    Reference is made to the information contained in the Company's proxy
statement to be mailed to stockholders within 120 days of the end of the fiscal
year to which this report relates, which information is incorporated herein by
reference.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Reference is made to the information contained in the Company's proxy
statement to be mailed to stockholders within 120 days of the end of the fiscal
year to which this report relates, which information is incorporated herein by
reference.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Reference is made to the information contained in the Company's proxy
statement to be mailed to stockholders within 120 days of the end of the fiscal
year to which this report relates, which information is incorporated herein by
reference.

                                       66
<PAGE>
                                    PART IV

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

    (a)(1) Consolidated Financial Statements.

        See Index to Consolidated Financial Statements at Item 8 of this Report.

    (a)(2) Financial Statement Schedules.

        See Schedule II--Valuation and Qualifying Accounts

    (a)(3) Exhibits.

    The following Exhibits are incorporated herein by reference or are filed
with this Report as indicated below:

<TABLE>
<CAPTION>
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
        2.1             Agreement and Plan of Reorganization, dated as of November
                        30, 1999, by and among About.com, Inc, North Sky, Inc., and
                        About.com Acquisition Corp. (Incorporated by reference to
                        Exhibit 2.1 of the Company's Current Report on Form 8-K,
                        dated December 15, 1999).

        3.1             Second Amended and Restated Certificate of Incorporation.
                        (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1 ("Registration Statement
                        No. 333-69881")).

        3.2             Amended and Restated Bylaws. (Incorporated by reference to
                        Exhibit 3.5 of Registration Statement No. 333-698881).

        3.3             Certificate of Ownership and Merger changing the name of the
                        Company from MiningCo.com, Inc. to About.com, Inc.
                        (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1, No. 333-88507)

        4.1             Specimen Common Stock certificate. (Incorporated by
                        reference to Exhibit 4.1 of Registration Statement No.
                        333-69881).

       10.1             1997 Employee Incentive Stock Option Plan. (Incorporated by
                        reference to Exhibit 10.1 of Registration Statement No.
                        333-69881).

       10.2             Amended and Restated 1998 Stock Option/Stock Issuance Plan.
                        (Incorporated by reference to Exhibit 10.9 of Registration
                        Statement No. 333-69881)

       10.3             Second Amended and Restated Investors' Rights Agreement,
                        dated as of March 25, 1999. (Incorporated by reference to
                        Exhibit 10.13 of Registration Statement No. 333-69881).

       10.4             Sublease, dated as of November 1, 1996, by and between the
                        Company and Minet, Inc., and Lease, dated as of January 27,
                        1998, by and between Two Twenty East Limited Partnership and
                        Minet, Inc. (Incorporated by reference to Exhibit 10.4 of
                        Registration Statement No. 333-69881).

       10.5             Form of About.com, Inc. Guide Agreement. (Incorporated by
                        reference to Exhibit 10.5 of Registration Statement No.
                        333-69881).

       10.6             Letter Agreement, dated as of October 20, 1996, by and
                        between the Company and Mr. Scott P. Kurnit, as amended.
                        (Incorporated by reference to Exhibit 10.6 of Registration
                        Statement No. 333-69881).
</TABLE>

                                       67
<PAGE>

<TABLE>
<CAPTION>
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
       10.7             Agreement dated as of January 27, 1998, and Extension of
                        Agreement dated as of January 29, 1999, by and between the
                        Company and GlobalCenter, Inc. (Incorporated by reference to
                        Exhibit 10.7 of Registration Statement No. 333-69881).

       10.8             Letter Agreement, dated as of July 28, 1996, by and between
                        the Company and Mr. Alan Wragg, as amended. (Incorporated by
                        reference to Exhibit 10.8 of Registration Statement No.
                        333-69881).

       10.9             1999 Employee Stock Purchase Plan. (Incorporated by
                        reference to Exhibit 10.10 of Registration Statement No.
                        333-69881).

       10.10            Letter Agreement, dated as of January 11, 1999, by and
                        between the Company and Mr. Todd B. Sloan. (Incorporated by
                        reference to Exhibit 10.11 of Registration Statement No.
                        333-69881).

       10.11            Letter Agreement, dated as of March 16, 1999, by and between
                        the Company and Mr. Scott P. Kurnit. (Incorporated by
                        reference to Exhibit 10.14 of Registration Statement No.
                        333-69881).

       10.12            Amended and Restated 1999 Non-Officer Stock Option/Stock
                        Issuance Plan. (Incorporated by reference to Exhibit 99.3 of
                        the Company's Registration Statement on Form S-8, dated
                        February 17, 2000)

       10.13*           Lease, dated December 31, 1999, by and between the Company
                        and 1440 Broadway Partners, L.L.C.

       21.1*            List of Subsidiaries.

       23.1*            Consent of KPMG LLP.

       27.1*            Financial Data Schedule.
</TABLE>

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

* Filed with this Report.

    (b) Reports on Form 8-K.

    On October 27, 1999, the Company filed a Form 8-K announcing its financial
results for the three and nine months ended September 30, 1999.

    On December 15, 1999, the Company filed a Form 8-K announcing its
acquisition of North Sky, Inc.

    (c) Exhibits. See Item 14(a) above.

    (d) Financial Statements and Schedules. See Item 14(a) above.

                                       68
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of New York, State of
New York, on this 30th day of March, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       ABOUT.COM, INC.

                                                       By:             /s/ SCOTT P. KURNIT
                                                            -----------------------------------------
                                                                         Scott P. Kurnit
                                                                     CHIEF EXECUTIVE OFFICER
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons in the capacities
indicated on March 30, 2000:

<TABLE>
<CAPTION>
                      SIGNATURE                                           TITLE(S)
                      ---------                                           --------
<C>                                                    <S>
                 /s/ SCOTT P. KURNIT                   Chief Executive Officer and Chairman of the
     -------------------------------------------         Board of Directors (Principal Executive
                   Scott P. Kurnit                       Officer)

                  /s/ TODD B. SLOAN
     -------------------------------------------       Chief Financial Officer (Principal Officer and
                    Todd B. Sloan                        Principal Accounting Officer)

                 /s/ FRANK J. BIONDI
     -------------------------------------------       Director
                   Frank J. Biondi

                 /s/ RONALD UNTERMAN
     -------------------------------------------       Director
                   Ronald Unterman

                   /s/ MARC WATSON
     -------------------------------------------       Director
                     Marc Watson

                  /s/ DIXON R. DOLL
     -------------------------------------------       Director
                    Dixon R. Doll

                 /s/ KRISTOPHER WOOD
     -------------------------------------------       Director
                   Kristopher Wood
</TABLE>

                                       69
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
        2.1             Agreement and Plan of Reorganization, dated as of November
                        30, 1999, by and among About.com, Inc, North Sky, Inc., and
                        About.com Acquisition Corp. (Incorporated by reference to
                        Exhibit 2.1 of the Company's Current Report on Form 8-K,
                        dated December 15, 1999).

        3.1             Second Amended and Restated Certificate of Incorporation.
                        (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1 ("Registration Statement
                        No. 333-69881")).

        3.2             Amended and Restated Bylaws. (Incorporated by reference to
                        Exhibit 3.5 of Registration Statement No. 333-698881).

        3.3             Certificate of Ownership and Merger changing the name of the
                        Company from MiningCo.com, Inc. to About.com, Inc.
                        (Incorporated by reference to Exhibit 3.3 of the Company's
                        Registration Statement on Form S-1, No. 333-88507)

        4.1             Specimen Common Stock certificate. (Incorporated by
                        reference to Exhibit 4.1 of Registration Statement No.
                        333-69881).

       10.1             1997 Employee Incentive Stock Option Plan. (Incorporated by
                        reference to Exhibit 10.1 of Registration Statement No.
                        333-69881).

       10.2             Amended and Restated 1998 Stock Option/Stock Issuance Plan.
                        (Incorporated by reference to Exhibit 10.9 of Registration
                        Statement No. 333-69881)

       10.3             Second Amended and Restated Investors' Rights Agreement,
                        dated as of March 25, 1999. (Incorporated by reference to
                        Exhibit 10.13 of Registration Statement No. 333-69881).

       10.4             Sublease, dated as of November 1, 1996, by and between the
                        Company and Minet, Inc., and Lease, dated as of January 27,
                        1998, by and between Two Twenty East Limited Partnership and
                        Minet, Inc. (Incorporated by reference to Exhibit 10.4 of
                        Registration Statement No. 333-69881).

       10.5             Form of About.com, Inc. Guide Agreement. (Incorporated by
                        reference to Exhibit 10.5 of Registration Statement No.
                        333-69881).

       10.6             Letter Agreement, dated as of October 20, 1996, by and
                        between the Company and Mr. Scott P. Kurnit, as amended.
                        (Incorporated by reference to Exhibit 10.6 of Registration
                        Statement No. 333-69881).

       10.7             Agreement dated as of January 27, 1998, and Extension of
                        Agreement dated as of January 29, 1999, by and between the
                        Company and GlobalCenter, Inc. (Incorporated by reference to
                        Exhibit 10.7 of Registration Statement No. 333-69881).

       10.8             Letter Agreement, dated as of July 28, 1996, by and between
                        the Company and Mr. Alan Wragg, as amended. (Incorporated by
                        reference to Exhibit 10.8 of Registration Statement No.
                        333-69881).

       10.9             1999 Employee Stock Purchase Plan. (Incorporated by
                        reference to Exhibit 10.10 of Registration Statement No.
                        333-69881).

       10.10            Letter Agreement, dated as of January 11, 1999, by and
                        between the Company and Mr. Todd B. Sloan. (Incorporated by
                        reference to Exhibit 10.11 of Registration Statement No.
                        333-69881).
</TABLE>

                                       70
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
       10.11            Letter Agreement, dated as of March 16, 1999, by and between
                        the Company and Mr. Scott P. Kurnit. (Incorporated by
                        reference to Exhibit 10.14 of Registration Statement No.
                        333-69881).

       10.12            Amended and Restated 1999 Non-Officer Stock Option/Stock
                        Issuance Plan. (Incorporated by reference to Exhibit 99.3 of
                        the Company's Registration Statement on Form S-8, dated
                        February 17, 2000)

       10.13*           Lease, dated December 31, 1999, by and between the Company
                        and 1440 Broadway Partners, L.L.C.

       21.1*            List of Subsidiaries.

       23.1*            Consent of KPMG LLP.

       27.1*            Financial Data Schedule.
</TABLE>

                                       71
