<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                      FOR THE PERIOD ENDED MARCH 31, 2000

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                             COMMISSION FILE NUMBER

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

                               NBC INTERNET, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
               DELAWARE                                     94-3333463
       (State of incorporation)                (I.R.S. Employer Identification No.)
</TABLE>

                                225 BUSH STREET
                        SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 375-5000

         (Address and telephone number of principal executive offices)

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

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

                    CLASS A COMMON STOCK, $0.0001 PAR VALUE

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

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

    The number of shares outstanding of Registrant's Common Stock at March 31,
2000 was 36,347,786 of Class A, par value $0.0001, and 24,550,708 of Class B,
par value $0.0001.

--------------------------------------------------------------------------------
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<PAGE>
                               NBC INTERNET, INC.
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                      --------
<S>                     <C>                                                           <C>
PART I                  FINANCIAL INFORMATION

  Item 1.               Condensed Consolidated Financial Statements (Unaudited)

                        Condensed Consolidated Balance Sheets
                          March 31, 2000 and December 31, 1999......................      1

                        Condensed Consolidated Statements of Operations
                          Three months ended March 31, 2000 and 1999................      2

                        Condensed Consolidated Statements of Cash Flows
                          Three months ended March 31, 2000 and 1999................      3

                        Notes to Condensed Consolidated Financial Statements........      5

  Item 2.               Management's Discussion and Analysis of Financial Condition
                          and Results of Operations.................................     15

  Item 3.               Quantitative And Qualitative Disclosures About Market
                          Risk......................................................     21

PART II                 OTHER INFORMATION

  Item 1.               Legal Proceedings...........................................     39

  Item 2.               Changes in Securities and Use of Proceeds...................     40

  Item 5.               Other Information...........................................     40

  Item 6.               Exhibits and Reports on Form 8-K............................     43

                        Signature...................................................     44
</TABLE>
<PAGE>
                               NBC INTERNET, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                       (IN THOUSANDS, EXCEPT PAR VALUES)

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31.
                                                                 2000           1999
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS

Current assets:
  Cash and cash equivalents.................................  $  159,127     $   28,095
  Short-term investments....................................     227,230        176,669
  Accounts receivable, net..................................      19,572         17,223
  Related party note receivable from NBC and other current
    assets..................................................      92,214         87,204
                                                              ----------     ----------
Total current assets........................................     498,143        309,191

Fixed assets, net...........................................      29,823         18,096
Goodwill, net...............................................   1,853,317      1,646,054
Other intangible assets, net................................     116,575        113,419
Related party note receivable from NBC and other long-term
  investments...............................................     461,921        393,813
Other assets, including restricted cash of $8,990 in 2000
  and 1999..................................................      11,589         13,523
                                                              ----------     ----------
Total assets................................................  $2,971,368     $2,494,096
                                                              ==========     ==========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..........................................  $   11,141     $   15,687
  Accrued compensation and related expenses.................       8,805         15,293
  Other current liabilities.................................      27,381         19,627
  Amount due to related party...............................       9,885         41,792
  Deferred revenue..........................................      38,445         18,943
                                                              ----------     ----------
Total current liabilities...................................      95,657        111,342

  Convertible notes payable, less unamortized discount due
    to NBC and its affliates................................     374,933        371,233
  Other long-term liabilities...............................      13,565         11,737
                                                              ----------     ----------
Total long-term liabilities.................................     388,498        382,970

Stockholders' equity:
  Preferred stock, $0.0001 par value;
    Authorized shares---10,000
    Issued and outstanding shares--none in 2000 and 1999....          --             --
  Class A common stock, $0.0001 par value:
    Authorized shares---100,000
    Issued and outstanding shares---36,348 and 27,676 in
     2000 and 1999, respectively............................   1,536,003        941,775
  Class B common stock, $0.0001 par value:
    Authorized shares---100,000
    Issued and outstanding shares---24,551 in 2000 and
     1999...................................................   1,158,336      1,158,336
  Accumulated other comprehensive income....................      19,924          4,994
  Deferred compensation.....................................     (18,744)        (4,121)
  Accumulated deficit.......................................    (208,306)      (101,200)
                                                              ----------     ----------
Total stockholders' equity..................................   2,487,213      1,999,784
                                                              ----------     ----------
Total liabilities and stockholders' equity..................  $2,971,368     $2,494,096
                                                              ==========     ==========
</TABLE>

                            See accompanying notes.

                                       1
<PAGE>
                               NBC INTERNET, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2000        1999
                                                              ---------   --------
<S>                                                           <C>         <C>
Net revenue:
  Advertising...............................................  $  24,451   $ 1,765
  E-commerce................................................      5,672     2,657
                                                              ---------   -------
Total net revenue...........................................     30,123     4,422
Cost of net revenue:
  Cost of advertising revenue...............................      6,597       737
  Cost of e-commerce revenue................................      2,798     2,042
                                                              ---------   -------
Total cost of net revenue...................................      9,395     2,779

Gross profit................................................     20,728     1,643

Operating expenses:
  Operating and development.................................     11,914       797
  Sales and marketing.......................................     18,684     2,049
  General and administrative................................     11,585     1,623
  Promotion and advertising provided by NBC.................     20,062        --
  Amortization of deferred compensation.....................      1,086       230
  Amortization of intangible assets.........................     69,708       862
                                                              ---------   -------
Total operating expenses....................................    133,039     5,561
                                                              ---------   -------
Loss from operations........................................   (112,311)   (3,918)

Other income (expense):
  Interest income...........................................      9,121       640
  Interest expense..........................................     (3,916)      (30)
                                                              ---------   -------
Net loss....................................................  $(107,106)  $(3,308)
                                                              =========   =======
Net loss per share--basic and diluted.......................  $   (1.91)  $ (0.24)
                                                              =========   =======
Number of shares used in per share calcuation--basic and
  diluted...................................................     56,067    13,811
                                                              =========   =======
</TABLE>

                            See accompanying notes.

                                       2
<PAGE>
                               NBC INTERNET, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2000        1999
                                                              ---------   --------
<S>                                                           <C>         <C>
Cash used in operating activities:
  Net loss..................................................  $(107,106)  $ (3,308)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Receipt of stock in exchange for services provided......     (7,395)        --
    Depreciation and amortization...........................     73,094      1,420
    Issuance of common stock and stock options to directors
      and consulants........................................         --        157
    Changes in operating assets and liabilities, net of
      business combinations:
      Accounts receivable...................................     (8,738)      (242)
      Other current assets..................................     (7,796)      (169)
      Other assets..........................................     (1,537)      (141)
      Accounts payable......................................     (6,086)       868
      Accrued compensation and related expenses.............     (6,488)       366
      Other accrued liabilities.............................      8,985       (265)
      Deferred revenue......................................     15,338        (32)
                                                              ---------   --------
  Net cash used in operating activities.....................    (47,729)    (1,346)

Cash used in investing activities:
  Purchases of fixed assets.................................    (12,105)    (1,455)
  Purchase of short-term and long-term investments..........   (143,400)    (8,294)
  Maturities of short-term and long-term investments........     40,485         --
  Business combinations, net of cash acquired...............      2,720         --
                                                              ---------   --------
  Net cash used in investing activities.....................   (112,300)    (9,749)

Cash provided by (used in) financing activities:
  Proceeds from issuance of common stock....................    280,089         --
  Proceeds from exercise of stock options...................     19,172         36
  Proceeds from note receivable.............................     23,770         --
  Principal payments on capital lease obligations...........        (23)       (11)
  Repayment of notes payable................................    (31,947)      (124)
                                                              ---------   --------
  Net cash provided by (used in) financing activities.......    291,061        (99)

  Net increase in cash......................................    131,032    (11,194)

  Cash and cash equivalents at beginning of period..........     28,095     54,575
                                                              ---------   --------
  Cash and cash equivalents at end of period................  $ 159,127   $ 43,381
                                                              =========   ========
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>
                               NBC INTERNET, INC.

                       SUPPLEMENTAL CASH FLOW INFORMATION

                                 (IN THOUSANDS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2000        1999
                                                              ---------   --------
<S>                                                           <C>         <C>
SUPPLEMENTAL DISCLOSURES:
NON-CASH TRANSACTIONS:
  Investments in corporate securities received in connection
    with media contracts....................................  $ 21,021    $     --
                                                              ========    ========
  Value of shares received upon cashless exercise of
    warrant.................................................  $  1,988    $     --
                                                              ========    ========
  Deferred compensation resulting from grant of stock
    options.................................................  $ 12,788    $     --
                                                              ========    ========
  Issuance of common stock in conjuction with business and
    technology acquisitions.................................  $282,179    $     --
                                                              ========    ========

CASH FLOW INFORMATION:
  Cash paid for interest....................................  $      2    $     --
                                                              ========    ========
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>
                               NBC INTERNET, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

    NBC Internet, Inc. ("NBCi" or the "Company") is a next-generation,
integrated media company, connecting buyers and sellers through premier portal,
entertainment, utility and e-commerce services. The Company generates revenue
primarily from online, television and radio advertising and e-commerce services
designed to deliver a comprehensive online experience to a global audience.

    NBCi was formed as the result of several transactions that occurred on
November 29 and 30 of 1999, pursuant to which Xoom.com, Inc. ("Xoom.com") and
SNAP! LLC ("Snap") became wholly-owned subsidiaries of NBCi, and NBCi became the
owner of the businesses related to NBC.com, NBC-IN.com and VideoSeeker.com ("NBC
Multimedia Division") and a 10% ownership interest in CNBC.com LLC. Xoom.com was
treated as the accounting acquiror and the financial information in the
accompanying unaudited financial statements includes Xoom.com's results for the
three months ended March 31, 1999 and the consolidated results of operations of
Xoom.com, Snap and NBC Multimedia Division for the three-month period ended
March 31, 2000.

BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments (consisting of only normal recurring adjustments) considered
necessary for a fair presentation of the Company's consolidated financial
condition as of March 31, 2000, the consolidated results of its operations for
the three months ended March 31, 2000 and 1999 and its cash flows for the three
months ended March 31, 2000 and 1999. All significant intercompany transactions
and balances have been eliminated in consolidation. These consolidated financial
statements should be read in conjunction with the Company's audited 1999
financial statements, including the notes thereto, and the other information set
forth therein included in the Company's 1999 Annual Report and Xoom.com's 1998
Annual Report, each filed on Form 10-K. Consolidated operating results for the
three-month period ended March 31, 2000 are not necessarily indicative of the
operating results that may be expected for the year ending December 31, 2000.

USE OF ESTIMATES

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

REVENUE RECOGNITION

    ADVERTISING REVENUE.  A significant portion of the Company's advertising
revenue is derived from the sale of promotional space on the Company's online
Internet properties. Services offered range from short-term banner
advertisements and sponsorships to long-term arrangements, which may include the

                                       5
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
development of co-branded, integrated Web sites. Revenue derived from such
arrangements is recognized during the period in which the service is provided,
provided that no significant obligations remain at the end of the period.
Company obligations typically include the guarantee of a minimum number of
"impressions" or times that an advertisement appears in pages viewed by users of
the Company's online properties. To the extent the minimum guaranteed
impressions are not delivered, the Company defers recognition of the
corresponding revenue until the remaining guaranteed impression levels are
achieved. Advertising revenue is also generated from integrated media sales, in
which the Company sells integrated promotional space on television advertising
purchased from NBC and radio advertising purchased from Clear Channel
Communications. Revenue derived from these arrangements for the three months
ended March 31, 2000 totaled $1.6 million for television and $340,000 for radio
advertising and is recognized in the period in which the advertisements are
aired and are included in advertising revenue. There was no revenue from
television and radio advertising during the three months ended March 31, 1999.

    E-COMMERCE REVENUE.  The Company recognizes revenue from e-commerce sales
when the products are shipped to customers or when contractual obligations
related to email marketing campaigns are met. The Company provides for potential
product returns and estimated warranty costs in the period of the sale. Such
costs have been minimal to date.

    BARTER TRANSACTIONS.  The Company trades advertisements on its online
properties and from its on-air inventory in exchange for equity ownership in
certain of its customers. The Company also trades advertisements on its online
properties and from its on-air inventory in exchange for advertisements on the
online properties of other companies. This revenue is recorded at the fair value
of services provided or the fair value of the services or equity ownership
received, whichever is more reliably determinable at the time of the
transaction.

    In January 2000, the Emerging Issues Task Force of the FASB issued Issue
99-17, "Accounting for Advertising Barter Transactions" ("EITF 99-17"). EITF
99-17 established accounting and reporting standards for barter transactions
that involve nonmonetary exchanges of advertising and was adopted by the Company
on January 20, 2000. It requires that an entity recognize revenue and expenses
from advertising barter transactions at the fair value of the advertising
surrendered only when an entity has a historical practice of receiving cash for
similar transactions. The adoption of EITF 99-17 did not have a material impact
on the Company's results of operations and financial position for the three
months ended March 31, 2000.

    The Company has made investments in certain strategic partners. Revenue from
companies in which the Company had strategic investments was $6.9 million for
the three months ended March 31, 2000. There was no revenue of this type in the
three months ended March 31, 1999. Revenue from the exchange of media and
advertising services for advertising in other media was $473,000 for the three
months ended March 31, 2000 and it was zero for the three months ended
March 31, 1999. Revenue from these barter transactions is recognized when
advertisements are delivered on the Company's online properties, displayed on
television or aired on radio.

                                       6
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL AND OTHER INTANGIBLE ASSETS

    Intangible assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                               MARCH 31,    DECEMBER 31,      LIFE
                                                  2000          1999        (MONTHS)
                                               ----------   -------------   --------
<S>                                            <C>          <C>             <C>
Purchased technology.........................   $ 47,882      $ 46,489      24 - 48
License to use brand names...................     34,200        34,200      60 - 84
Affiliate and other contracts................     32,027        31,400      24 - 48
Acquired workforce...........................      5,436         3,802      24 - 48
Membership...................................      3,443            --         24
                                                --------      --------
Intangible assets............................    122,988       115,891
Less: Accumulated amortization...............      6,413         2,472
                                                --------      --------
Intangible assets, net.......................   $116,575      $113,419
                                                ========      ========
</TABLE>

<TABLE>
<CAPTION>
                                              MARCH 31,    DECEMBER 31,      LIFE
                                                 2000          1999        (MONTHS)
                                              ----------   -------------   --------
<S>                                           <C>          <C>             <C>
Goodwill....................................  $1,955,277    $1,681,922     24 - 84
Less: Accumulated amortization..............     101,960        35,868
                                              ----------    ----------
Goodwill, net...............................  $1,853,317    $1,646,054
                                              ==========    ==========
</TABLE>

    Intangible assets result from acquisitions accounted for under the purchase
method. See note 2. Amortization of intangibles is provided on the straight-line
basis over the respective estimated useful lives of the assets. The Company
periodically evaluates whether changes have occurred that would require revision
of the remaining estimated useful life of the assigned intangible assets or
render the intangibles not recoverable. If such circumstances arise, the Company
would use an estimate of the undiscounted value of expected future operating
cash flows to determine whether the intangibles are impaired. To date, no
impairment losses have been recorded.

RECLASSIFICATIONS

    The Company has reclassified the presentation of certain prior year balance
sheet, statement of operations and statement of cash flows information to
conform to the current year presentation. These reclassifications had no effect
on previously reported financial positions or results of operations.

2.  BUSINESS COMBINATIONS

    During the three months ended March 31, 2000, the Company made the business
acquisitions described in the paragraphs that follow. The financial information
presented in the accompanying financial statements give effect to each
acquisition from the date the acquisition was consummated. There were no
business acquisitions during the three months ended March 31, 1999.

    CATALYST ADVISORS, INC.  On February 14, 2000, the Company acquired 100% of
the outstanding shares of Catalyst Advisors, Inc., a company that provides
real-time financial newswires for active online

                                       7
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  BUSINESS COMBINATIONS (CONTINUED)
investors. The purchase consideration consisted of 123,737 shares of the
Company's Class A common stock at a fair value of $68.69 per share and
acquisition costs of approximately $60,000.

    ALLBUSINESS.COM, INC.  On March 7, 2000, the Company acquired 100% of the
outstanding shares of AllBusiness.com, Inc., a Web service designed to be a
virtual partner for small and growing businesses. The purchase consideration
consisted of 4,083,021 shares of the Company's Class A common stock at a fair
value of $52.54 per share, the assumption of 997,896 options at an average price
of $6.19 per share and acquisition costs of approximately $3.4 million.

    HUSDAWG COMMUNICATIONS, INC.  On March 22, 2000, the Company acquired 100%
of the outstanding shares of Husdawg Communications, Inc., an online electronic
software registration company. The purchase consideration consisted of 141,963
shares of the Company's Class A common stock and the assumption of 9,015
options, both at an average fair value of $47.92 per share and acquisition costs
of approximately $120,000.

    These acquisitions have been accounted for as purchase business combinations
and, accordingly, purchase prices have been allocated to the tangible and
identifiable intangible assets acquired and liabilities assumed on the basis of
their fair values on the acquisition dates. Approximately $4.8 million of the
aggregate purchase price was allocated to net tangible assets consisting
primarily of cash and cash equivalents, other assets, property and equipment,
accounts payable and accrued expenses. The historical carrying amounts of such
net assets approximated their fair values. Approximately $275.9 million of the
aggregate purchase price was allocated to intangible assets as follows (in
thousands):

<TABLE>
<CAPTION>
INTANGIBLE ASSET                                               AMOUNT
----------------                                              --------
<S>                                                           <C>
Goodwill....................................................  $270,449
Membership..................................................     3,443
Assembled workforce.........................................       972
Affiliate and other contracts...............................       627
Purchased technology........................................       360
                                                              --------
    Total...................................................  $275,851
                                                              ========
</TABLE>

    For each of the acquisitions completed during the three months ended
March 31, 2000, the Company placed 10% of the shares issued as part of the
purchase consideration into an escrow account. These shares will be released one
year from the date of the acquisition upon the expiration of certain
indemnification obligations and will be released to all selling shareholders
based on their relative equity interests at the time of consummation of the
individual acquisitions.

    The results of operations of each business acquisition have been included in
the Company's consolidated results of operations from the date of consummation
of each individual acquisition. Such results of operations were not material in
relation to those of the Company, individually or in aggregate.

3.  JOINT VENTURES AND STRATEGIC ALLIANCES

    The Company periodically enters into joint ventures and alliances with
strategic partners in both domestic and international business arenas for the
purposes of expanding business and entering new geographic regions. The joint
ventures and alliances generally provide for the Company to take a minority

                                       8
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  JOINT VENTURES AND STRATEGIC ALLIANCES (CONTINUED)
equity interest in the business venture. The Company accounts for these
investments using either the cost or equity methods, depending on the Company's
relative ownership interest and ability to exercise control.

SNAP ASIA

    On January 12, 2000, a subsidiary of the Company entered into a joint
venture agreement with a developer of Internet content, advertising and commerce
services headquartered in Asia. The Company contributed intangible assets,
including brand name and technology, in exchange for a 35% ownership interest in
the joint venture. This joint venture is intended to develop and launch
comprehensive, localized Internet community, content, portal and shopping
services in Korea, Hong Kong, Singapore, Malaysia and Taiwan. The Company will
account for its interest in the joint venture using the equity method of
accounting.

4.  RELATED PARTY TRANSACTIONS

    In connection with the NBCi transactions that took place on November 29 and
30, 1999 pursuant to which the Company was formed, the Company entered into the
following:

NOTES PAYABLE

    Two subordinated zero coupon convertible notes were issued by the Company.
The convertible notes will have an aggregate principal at maturity of
$486.9 million and are convertible by the holders into a total of 5,809,388
shares of Class B common stock at any time after the first anniversary of the
issuance of the note. Both notes bear interest at a rate of 4% per annum. The
notes were recorded at their present value at issuance of $370 million. As of
March 31, 2000, the total principal and interest due related to these notes was
$370 million and $4.9 million, respectively. The convertible notes have a
scheduled maturity of November 30, 2006.

NOTE RECEIVABLE

    The Company received a promissory note from NBC with a principal value of
$340 million, due on November 30, 2003. The note bears interest at 5.4% and
compounds quarterly. Principal and interest payments are received by the Company
in quarterly installments of $23.8 million each. As of March 31, 2000, the total
principal and interest due to the Company related to this note was
$320.8 million and $1.4 million, respectively. Interest due to the Company is
included in other current assets.

ADVERTISING AGREEMENT WITH NBC

    The Company entered into an advertising agreement (the "Agreement") with NBC
pursuant to which NBCi will purchase 15-, 30- and 60-second advertising spots
valued at $405 million over a four-year period on the NBC television network,
CNBC, MSNBC and NBC's owned and operated television stations. The advertisements
are subject to standard terms and conditions generally applicable to such
advertising. The advertising agreement may be terminated by NBC in the event of
a change in control of NBCi, a bankruptcy event with respect to NBCi or a
material breach by NBCi that is not cured with in 30 days. NBCi sells a portion
of the advertising it purchases from NBC to customers as part of an integrated
media package as described in Note 1. Proceeds from these sales are included in
advertising revenue. From the

                                       9
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  RELATED PARTY TRANSACTIONS (CONTINUED)
inception of this agreement through March 31, 2000, the Company had incurred
$36.9 million of promotional expense related to the above agreement.

5.  FINANCIAL INSTRUMENTS

    The Company has classified all short-term and long-term marketable
securities as available-for-sale. Available-for-sale securities are carried at
amounts that approximate fair market value based on quoted market prices.
Interest earned, realized gains and losses and declines in value judged to be
other than temporary on available-for-sale securities are included in interest
income.

    Short-term and long-term investments include the following securities as of
March 31, 2000 and December 31, 1999 (in thousands):

<TABLE>
<CAPTION>
                                                                    MARCH 31, 2000
                                                    -----------------------------------------------
                                                                  GROSS        GROSS      ESTIMATED
                                                                UNREALIZED   UNREALIZED     FAIR
                                                      COST        GAINS        LOSSES       VALUE
                                                    ---------   ----------   ----------   ---------
<S>                                                 <C>         <C>          <C>          <C>
Short-term:
  Market auction preferred stock..................  $   5,000     $    --      $    --    $   5,000
  Demand and money market instrument accounts.....    114,891          10           (7)     114,894
  Corporate bonds and notes.......................    134,770          --         (196)     134,574
  United states government agency bonds...........     55,973          --         (206)      55,767
  Foreign debt securities.........................     10,398          22          (21)      10,399
  Publicly traded equity securities...............     50,787      19,756       (4,820)      65,723
                                                    ---------     -------      -------    ---------
  Total available-for-sale securities.............    371,819      19,788       (5,250)     386,357
  Less amounts classified as cash and cash
    equivalents...................................   (159,134)        (10)          17     (159,127)
                                                    ---------     -------      -------    ---------
  Total short-term available-for-sale
    securities....................................  $ 212,685     $19,778      $(5,233)   $ 227,230
                                                    =========     =======      =======    =========
Long-term:
  Corporate bonds and notes.......................  $  48,481     $    23      $  (123)   $  48,381
  United states government agency bonds...........     28,029          34          (60)      28,003
  Foreign debt securities.........................      3,032          --          (12)       3,020
                                                    ---------     -------      -------    ---------
    Total long-term available-for-sale
      securities..................................  $  79,542     $    57      $  (195)   $  79,404
                                                    =========     =======      =======    =========
</TABLE>

                                       10
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  FINANCIAL INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1999
                                                      ----------------------------------------------
                                                                   GROSS        GROSS      ESTIMATED
                                                                 UNREALIZED   UNREALIZED     FAIR
                                                        COST       GAINS        LOSSES       VALUE
                                                      --------   ----------   ----------   ---------
<S>                                                   <C>        <C>          <C>          <C>
Short-term:
  Market auction preferred stock....................  $  2,000     $   --       $    --    $  2,000
  Demand and money market instrument accounts.......    35,370         --           (91)     35,279
  Corporate bonds and notes.........................    70,009          1           (89)     69,921
  United states government agency bonds.............    51,473          3          (241)     51,235
  Foreign debt securities...........................     8,439         11           (13)      8,437
  Publicly traded equity securities.................    32,327      7,453        (1,888)     37,892
                                                      --------     ------       -------    --------
  Total availabe-for-sale securities................  $199,618     $7,468       $(2,322)   $204,764
  Less amounts classified as cash and cash
    equivalents.....................................   (28,092)        (3)           --     (28,095)
                                                      --------     ------       -------    --------
  Total short-term available-for-sale securities....  $171,526     $7,465       $(2,322)   $176,669
                                                      ========     ======       =======    ========
Long-term:
  Corporate bonds and notes.........................  $ 14,337     $   --       $  (118)   $ 14,219
  United states government agency bonds.............     2,996         --           (31)      2,965
                                                      --------     ------       -------    --------
    Total long-term available-for-sale securities...  $ 17,333     $   --       $  (149)   $ 17,184
                                                      ========     ======       =======    ========
</TABLE>

    As of the close of business on April 28, 2000, the market value of the
Company's publicly traded equity securities had decreased approximately
$11.1 million.

    The Company also invests in privately held companies and classifies these
investments as long-term investments. At March 31, 2000 and December 31, 1999,
investments in privately-held companies totaled approximately $72.5 million and
$46.4 million, respectively. These investments are accounted for using the cost
method and are included in other long-term investments in the accompanying
balance sheets. Impairment losses on closely-held securities are recorded when
events and circumstances indicate that such assets might be impaired and the
decline in value is other than temporary. To date, no such losses have been
recorded.

6.  STOCKHOLDERS' EQUITY

FOLLOW-ON OFFERING

    On February 9, 2000, the Company completed a follow-on offering of 4,600,000
shares of Class A common stock at a price of $81.38 per share. Of the 4,600,000
shares of Class A common stock sold in the offering, 3,650,000 were sold by the
Company and 950,000 were sold by existing stockholders. The Company received net
proceeds from the offering of approximately $280.1 million.

DEFERRED COMPENSATION

    The Company recorded deferred compensation charges of $15.7 million and $0
for the three-month periods ended March 31, 2000 and 1999, respectively. Of the
amount recorded during 2000, $12.8 million was recorded to recognize the
difference between the exercise price and the deemed fair value of certain stock
options and restricted stock granted by the Company. These amounts are being
amortized by charges

                                       11
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  STOCKHOLDERS' EQUITY (CONTINUED)
to operations, using the graded method, over the vesting periods of the
individual equity instruments, which range from three months to four years.

    The Company incurred deferred compensation charges of $2.9 million in
connection with the issuance of shares of Class A common stock to certain key
employees of an acquired company. These amounts are being amortized by charges
to operations, using the straight-line method, over a vesting period of one
year.

7.  NET LOSS PER SHARE

    The Company computes net loss per share based on Financial Accounting
Standards Board Statement No. 128, "Earnings Per Share," ("SFAS 128"). In
accordance with SFAS 128, basic net income (loss) per share excludes dilutive
common stock equivalents and is calculated as net income (loss) divided by the
weighted average number of common shares outstanding. Diluted net income (loss)
per share is computed using the weighted average number of common shares
outstanding and dilutive common stock equivalents outstanding during the period.
Common equivalent shares from stock options and warrants and shares issuable
upon the conversion of a note payable were excluded from the net loss per share
calculation as their effect would be antidilutive.

8.  COMPREHENSIVE LOSS

    Comprehensive loss includes changes in the balances of items that are
reported directly as a separate component of consolidated stockholders' equity
on the condensed consolidated balance sheet as of March 31, 2000. Comprehensive
loss for the three months ended March 31, 2000 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                              MARCH 31,
                                                                 2000
                                                              ----------
<S>                                                           <C>
Net loss....................................................  $(107,106)
Net unrealized gain on investments..........................     14,971
Other.......................................................        (41)
                                                              ---------
Comprehensive loss..........................................  $ (92,176)
                                                              =========
</TABLE>

    As there were no unrealized gains or losses recorded in the three months
ended March 31, 1999, comprehensive loss was equal to the net loss for the
period.

9.  LEGAL PROCEEDINGS

    In September 1998, Zoom Telephonics, Inc. filed a lawsuit against Xoom.com
alleging trademark infringement and related statutory violations. The Company
believes that the claims asserted by Zoom Telephonics are without merit, and
intends to vigorously defend against them. An adverse result of the litigation
would seriously harm NBCi's business and results of operations, particularly if
the litigation forces the Company to discontinue use of the Xoom.com mark or
name.

    In January 1998, Xoom.com became aware that Imageline, Inc. claimed to own
the copyright in certain images that a third party, Sprint Software Pty Ltd, had
licensed to Xoom.com. Some clip art images that Imageline alleged infringed
Imageline's copyright were included by Xoom.com in versions of its Web Clip
Empire product and licensed by Xoom.com to third parties, including other
software clip publishers.

                                       12
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  LEGAL PROCEEDINGS (CONTINUED)
Xoom.com's contracts with such publishers require it to indemnify the publisher
if copyrighted material licensed from Xoom.com infringes a copyright.

    The Company believes the possible range of liability related to this matter
is from $0 up to $10 million; however, the Company believes it is unlikely that
the liability would exceed $1 million. Accordingly, the Company reserved
$1 million for this potential liability, the expense of which was included in
non-recurring charges for the year ended December 31, 1997. Based on information
available to date, management does not believe that the ultimate outcome of this
matter will seriously harm the Company's financial position, results of
operations and cash flows.

    In addition to the matters discussed above, the Company is subject to
various legal claims that arise in the normal course of business. The Company
believes that the ultimate resolution of such matters will not have a material
impact on its financial condition, results of operations or cash flows.

11.  SEGMENT DISCLOSURES

    The Company operates in a single industry segment as an integrated media
company that combines portal, community, online, television and radio
advertising and e-commerce services to deliver a comprehensive, next generation
media experience to a global audience. Net revenue for the three months ended
March 31, 2000 and 1999, was $30.1 million and $4.4 million, respectively.
Revenue from portal, online, television and radio advertising are included in
advertising revenues. Net revenue is composed of advertising and e-commerce
revenue, which represent the following percentage of total net revenue for the
following periods:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS
                                                                      ENDED
                                                                    MARCH 31,
                                                              ----------------------
                                                                2000          1999
                                                              --------      --------
<S>                                                           <C>           <C>
Advertising.................................................    81.2%         39.9%
E-commerce..................................................    18.8          60.1
                                                               -----         -----
  Total.....................................................   100.0%        100.0%
                                                               =====         =====
</TABLE>

    The Chief Operating Officer has been identified as the Chief Operating
Decision Maker ("CODM") because he has final authority over resource allocation
decisions and performance assessment. The COO receives information about the
Company's advertising and e-commerce operations including revenues, cost of
revenues, gross margins and related information.

                                       13
<PAGE>
                               NBC INTERNET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  SEGMENT DISCLOSURES (CONTINUED)
    The Company's geographic sales were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED MARCH 31,
                                              -----------------------------------
<S>                                           <C>       <C>        <C>      <C>
                                                   2000                 1999
                                              ---------------      --------------
United States...............................  $28,433    94.4%     $3,812    86.2%
North America, excluding United States......      581     1.9         104     2.3
Europe......................................      839     2.8         274     6.2
Asia/Pacific................................      167     0.6         136     3.1
Rest of the world...........................      103     0.3          96     2.2
                                              -------   -----      ------   -----
    Total...................................  $30,123   100.0%     $4,422   100.0%
                                              =======   =====      ======   =====
</TABLE>

    Export sales were 5.6% and 13.8% of net revenue for the three months ended
March 31, 2000 and 1999, respectively. For the period ended March 31, 2000, no
single customer accounted for greater than 10% of total net revenue or total
accounts receivable. For the period ended March 31, 1999, no single customer
accounted for greater than 10% of total net revenue and one customer accounted
for approximately 11% of accounts receivable.

12.  SUBSEQUENT EVENTS

    On April 3, 2000 the Company announced its intention to acquire 100% of the
outstanding shares and options of flyswat, Inc., a privately-held company that
has developed a free, downloadable utility that identifies and automatically
hyperlinks existing words or phrases on any Web page, for approximately
1.1 million shares of Class A common stock at an estimated fair value of $40.65
per share. In addition, a maximum of 570,000 shares of Class A common stock and
options may be issued to all shareholders of flyswat, Inc., subject to the
achievement of certain product milestones. Ten percent of the purchase
consideration payments will be placed into an escrow account and will be
released upon the expiration of certain indemnification obligations.

                                       14
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    THE DISCUSSION IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" CONTAINS TREND ANALYSES AND OTHER
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. ALL
STATEMENTS, TREND ANALYSES AND OTHER INFORMATION CONTAINED HEREIN RELATIVE TO
MARKETS FOR OUR SERVICES AND PRODUCTS AND TRENDS IN REVENUE, AS WELL AS OTHER
STATEMENTS INCLUDING SUCH WORDS AS "ANTICIPATE," "BELIEVE," "PLAN," "ESTIMATE,"
"EXPECT," "GOAL," AND "INTEND" AND OTHER SIMILAR EXPRESSIONS CONSTITUTE
FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
BUSINESS AND ECONOMIC RISKS, AND OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF FACTORS SET
FORTH ELSEWHERE HEREIN, INCLUDING "CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE
OPERATING RESULTS," PAGE 23, AS WELL AS FACTORS SET FORTH IN OUR ANNUAL REPORT
FILED ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999.

OVERVIEW

    We are a next-generation integrated media company, connecting buyers and
sellers through premier portal, entertainment, utility and e-commerce services.
We generate our revenues primarily from online, television and radio advertising
and e-commerce services designed to deliver a comprehensive online experience to
a global audience. As a result of transactions that occurred on November 29 and
November 30 of 1999, Xoom.com and Snap became our wholly-owned subsidiaries, and
we became the owners of the businesses related to NBC.com, NBC-IN.com and
VideoSeeker.com and a 10% interest in CNBC.com.

    We have not achieved profitability on a quarterly or annual basis to date,
and anticipate that we will incur net losses for the foreseeable future. The
extent of these losses will depend, in part, on the amount and rates of growth
in our net revenue from advertising and e-commerce. We expect our operating
expenses to increase significantly, especially in the areas of sales and
marketing, goodwill amortization and brand promotion. As a result, we will need
to increase our quarterly net revenue to achieve profitability. We believe that
period-to-period comparisons of our operating results are not meaningful and
that you should not rely upon the results for any period as an indication of
future performance. Our business, results of operations and financial condition
will be significantly and adversely affected if:

    - net revenue does not grow at anticipated rates;

    - increases in operating expenses are not offset by commensurate increases
      in net revenue; or

    - we are unable to adjust operating expense levels as a result of lower net
      revenue.

    Our operating losses might increase in the future, and we cannot guarantee
that we will ever achieve or sustain profitability.

    We intend to continue acquiring additional companies to increase online
reach and membership and to seek additional strategic alliances with content and
distribution partners, including alliances that create co-branded sites through
which we market our services. Acquisitions carry numerous risks and
uncertainties, including:

    - difficulties in integrating operations, personnel, technologies, products
      and the information systems of the acquired companies;

    - diversion of management's attention from other business concerns;

                                       15
<PAGE>
    - risks of entering geographic and business markets in which we have little
      or no prior experience; and

    - potential loss of key employees.

    We cannot guarantee that we will be able to successfully integrate any
businesses, products, technologies or personnel that might be acquired in the
future. A failure to integrate acquired entities or assets successfully could
seriously harm our business, results of operations and financial condition. In
addition, we cannot guarantee that we will be successful in identifying and
closing transactions with potential acquisition candidates.

RECENT EVENTS

    On April 3, 2000, we announced our intention to acquire 100% of the
outstanding shares and options of flyswat, Inc., a privately-held company that
has developed a free, downloadable utility that identifies and automatically
hyperlinks existing words or phrases on any Web page, for approximately
1.1 million shares of Class A common stock at an estimated fair value of $40.65.
In addition, a maximum of 570,000 shares of Class A common stock and options may
be issued to all selling shareholders of flyswat, Inc., subject to the
achievement of certain product milestones. Ten percent of the purchase
consideration will be placed into an escrow account and will be released upon
the expiration of certain indemnification obligations.

RESULTS OF OPERATIONS

    The following table presents certain consolidated statement of operations
data for the periods indicated as a percentage of total net revenue:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS
                                                                      ENDED
                                                                    MARCH 31,
                                                              ----------------------
                                                                2000          1999
                                                              --------      --------
                                                                   (UNAUDITED)
<S>                                                           <C>           <C>
Net revenue:
  Advertising...............................................     81.2%        39.9%
  E-commerce................................................     18.8         60.1
                                                               ------        -----
Total net revenue...........................................    100.0        100.0
Cost of net revenue:
  Cost of advertising revenue...............................     21.9         16.7
  Cost of e-commerce revenue................................      9.3         46.2
                                                               ------        -----
Total cost of net revenue...................................     31.2         62.9
Gross profit................................................     68.8         37.1
Operating expenses:
  Operating and development.................................     39.6         18.0
  Sales and marketing.......................................     62.0         46.3
  General and administrative................................     38.5         36.7
  Promotion and advertising provided by NBC.................     66.6           --
  Amortization of deferred compensation.....................      3.6          5.2
  Amortization of intangible assets.........................    231.4         19.5
                                                               ------        -----
Total operating expenses....................................    441.7        125.7
                                                               ------        -----
Loss from operations........................................   (372.9)       (88.6)
Other income (expense):
  Interest income...........................................     30.3         14.5
  Interest expense..........................................    (13.0)        (0.7)
                                                               ------        -----
Net loss....................................................   (355.6)%      (74.8)%
                                                               ======        =====
</TABLE>

                                       16
<PAGE>
    NET REVENUE.  Total net revenue was $30.1 million in the three months ended
March 31, 2000 and $4.4 million for the corresponding period ended March 31,
1999.

    ADVERTISING REVENUE.  Advertising revenue, which includes online and on-air
media sales, totaled $24.5 for the three months ended March 31, 2000 and
$1.8 million for the corresponding period ended March 31, 1999. This increase in
advertising revenue was primarily due to the increase in our advertising
inventory as a result of the additional Web sites acquired through the NBCi
transactions. The increase can also be attributed to an increase in membership
and site traffic, the expansion of our advertising sales force and an increase
in the number of Web site co-branding agreements we have entered into with our
strategic partners. Included in advertising revenue in the three-month period
ended March 31, 2000 was $1.6 million of revenue from the sale of television
advertising procured from NBC and $340,000 in revenue from the sale of radio
advertising procured from Clear Channel. Also included in advertising revenue
for the three months ended March 31, 2000 was $7.4 million in revenue from
exchange of media and advertising services for equity instruments or advertising
in other media. There was no barter revenue in the three months ended March 31,
1999. Barter revenue is generally recorded at the fair value of services
provided or the fair value of the services or equity ownership received,
whichever is more determinable at the time of the transaction.

    The percentage of total net revenue attributable to advertising revenue
increased to 81.2% in the three months ended March 31, 2000 from 39.9% in the
corresponding period ended March 31, 1999. This increase was the result of
advertising revenue growing at a more rapid rate than e-commerce revenue. This
was primarily due to an increase in the number of sites we maintain, increased
site traffic, an increase in our membership base and the expansion of our
advertising sales force, all of which resulted in a higher volume of advertising
customers.

    E-COMMERCE REVENUE.  E-commerce revenue is generated by online product
sales, fees paid to us for services provided by NBCi Direct, our e-list
management and database marketing division, and lead generation fees. E-commerce
revenue increased to $5.7 million for the three months ended March 31, 2000 from
$2.7 million for the corresponding period ended March 31, 1999. This increase in
e-commerce revenue was primarily the result of the introduction of NBCi Direct,
and to a lesser extent, an increase in the variety and volume of products sold
online.

    The percentage of total net revenue attributable to e-commerce revenue
decreased to 18.8% during the three months ended March 31, 2000 from 60.1%
during the corresponding period ended March 31, 1999. This decrease was due to
the fact that e-commerce revenue grew at a less rapid rate than advertising
revenue in the three-month period ended the March 31, 2000. This is primarily
due to the substantial increase in advertising revenue earned from the
additional Web sites acquired through the NBCi transactions, as well as the
launch of NBCi.com.

    COST OF NET REVENUE.  Cost of net revenue increased to $9.4 million for the
three months ended March 31, 2000 from $2.8 million for the corresponding period
ended March 31, 1999, as a result of the 581.2% increase in net revenue. As a
percentage of net revenue, cost of net revenue decreased to 31.2% in the three
months ended March 31, 2000 from 62.9% in the corresponding period ended
March 31, 1999. This decrease during the three months ended March 31, 2000 can
be primarily attributed to an improvement in gross margin for advertising
revenue, which represented 81.2% of total net revenue, and to a lesser extent,
an improvement in gross margin for e-commerce revenue, which represented 18.8%
of total net revenue.

    COST OF ADVERTISING REVENUE.  Cost of advertising revenue consists of costs
incurred to acquire, create and produce the content of our Web sites as well as
the technical hosting and bandwidth charges associated with transmitting such
content over the Internet. Cost of advertising revenue increased to
$6.6 million for the three months ended March 31, 2000 from $737,000 for the
corresponding period ended March 31, 1999. This increase was primarily due to
the additional costs associated with the online properties we

                                       17
<PAGE>
acquired through the NBCi transactions, including increased content costs and
hosting and bandwidth charges resulting from an increase in demand for
advertising on our online properties.

    As a percentage of advertising revenue, cost of advertising revenue
decreased to 27.0% of net revenue in the three months ended March 31, 2000 from
41.8% in the corresponding period ended March 31, 1999. This decrease was
primarily due to advertising revenues growing at a higher rate than cost of
advertising revenues.

    COST OF E-COMMERCE REVENUE.  Cost of e-commerce revenue consists primarily
of product fulfillment fees and outbound shipping and handling costs. Cost of
e-commerce increased to $2.8 million for the three months ended March 31, 2000
from $2.0 million for the corresponding period ended March 31, 1999. This
increase was primarily the result of the growth in e-commerce product sales and
an expansion of e-commerce services offered on our online properties, including
Snap Shopping and business to small-business services.

    As a percentage of e-commerce revenue, cost of e-commerce revenue decreased
to 49.3% of e-commerce revenue in the three months ended March 31, 2000 from
76.9% in the corresponding period ended March 31, 1999. This decrease was
primarily a result of a change in our product mix. During the three months ended
March 31, 1999, costs of e-commerce revenue consisted primarily of expenses
associated with the purchase of inventory for online product sales. During the
corresponding period ended March 31, 2000, our costs of e-commerce revenue
included a larger percentage of costs associated with sales generated by NBCi
Direct, which has a more favorable margin than online product sales.

    OPERATING AND DEVELOPMENT EXPENSES.  Operating and development expenses
consist primarily of payroll and related expenses for development and network
operations personnel and consultants, costs related to modifications,
depreciation, enhancements and new development operations to improve our online
properties. Operating and development expenses increased to $11.9 million for
the three months ended March 31, 2000 from $797,000 for the corresponding period
ended March 31, 1999. This increase was primarily due to higher payroll and
related expenses caused by additional headcount and an increase in the number of
online properties that we develop and maintain.

    Operating and development expenses increased as a percentage of net revenue
to 39.6% in the three months ended March 31, 2000 from 18.0% in the
corresponding period ended March 31, 1999. This increase was due to spending for
operating and development growing at a higher rate than net revenue as a result
of a significant increase in headcount and the number of our online properties
subsequent to the consummation of the NBCi transactions.

    SALES AND MARKETING EXPENSES.  Sales and marketing expenses consist of
payroll and related expenses for personnel engaged in sales, marketing and
customer support, advertising and promotional distribution expenditures and
costs associated with directing traffic to our online properties from other Web
sites. Sales and marketing expenses increased to $18.7 million for the three
months ended March 31, 2000 from $2.0 million for the corresponding period ended
March 31, 1999. This increase was due to increased personnel and related
expenses required to continue to implement our sales and marketing strategy, as
well as an increase in other promotional and advertising expenses.

    Sales and marketing expense as a percentage of net revenue increased to
62.0% in the three months ended March 31, 2000 from 46.3% in the corresponding
period ended March 31, 1999. This increase was due to a more rapid increase in
sales and marketing expense than total net revenue, due to having significantly
grown our sales force and increased our branding, marketing and promotional
expenditures.

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
consist primarily of payroll and related expenses for general corporate
functions, including finance, legal, accounting, business development, human
resources, investor relations and administration, as well as outside legal and
accounting fees, director fees and insurance and facilities-related expenses
including rent. General and

                                       18
<PAGE>
administrative expenses increased to $11.6 million for the three months ended
March 31, 2000 from $1.6 million for the corresponding period ended March 31,
1999. This increase was primarily due to increases in the number of general and
administrative personnel, as well as increases in professional services and
facilities-related expenses to support the growth of our operations.

    General and administrative expenses increased as a percentage of net revenue
to 38.5% in the three months ended March 31, 2000 from 36.7% in the three months
ended March 31, 1999. This increase was due to general and administrative
expenses growing at a slightly higher rate than net revenue.

    PROMOTION AND ADVERTISING PROVIDED BY NBC.  Promotion and advertising
provided by NBC consists of charges incurred in connection with an advertising
agreement entered into with NBC upon consummation of the NBCi transactions
pursuant to which we will purchase advertising spots valued at $405 million over
a four-year period. We have recorded $20.1 million in promotion and advertising
expense for the three months ended March 31, 2000, and we did not record any
promotion and advertising expense related to NBC promotions in the corresponding
period ended March 31, 1999. The expense in 2000 occurred as a result of the
NBCi transactions that closed on November 30, 1999.

    AMORTIZATION OF DEFERRED COMPENSATION.  We recorded deferred stock
compensation charges of $15.7 million during the three months ended March 31,
2000 and we did not record any deferred compensation charges during the
corresponding period ended March 31, 1999. Of the total deferred compensation
charges, $12.8 million accounts for the difference between the exercise price
and the deemed fair value of specific equity instruments granted to our
employees, and is being amortized over vesting periods of the individual equity
instruments, which range from three months to four years. The remaining
$2.9 million accounts for charges incurred in connection with the issuance of
shares of Class A common stock to certain key employees of an acquired company,
which is being amortized over a one-year vesting period.

    Amortization of deferred compensation reflects the amortization of stock
compensation charges resulting from employee stock option grants. We recorded
amortization of deferred compensation of $1.1 million for the three months ended
March 31, 2000 and $230,000 for the corresponding period ended March 31, 1999.
This increase was primarily the result of the additional noncash stock
compensation charges recorded in the first quarter of 2000 related to the hiring
of certain key executives.

    AMORTIZATION OF INTANGIBLE ASSETS.  Amortization of intangible assets
totaled $69.7 million during the three months ended March 31, 2000 and $862,000
during the corresponding period ended March 31, 1999. This increase during the
three months ended March 31, 2000 resulted primarily from the amortization of
goodwill and other intangibles related to the NBCi transactions, amortized over
periods ranging from 36 to 84 months. To a lesser extent, the additional
amortization expense during the first quarter of 2000 is also related to
acquisitions entered into subsequent to March 31, 1999, including the
acquisition of Catalyst Advisors Group, AllBusiness.com and Husdawg in the first
quarter of 2000, amortized over periods ranging from 24 to 36 months. The
amortization of intangibles during the three months ended March 31, 1999 is
attributed to the acquisitions of Paralogic Corporation, Global Bridges
Technologies, Inc. and Pagecount, Inc., as well as the purchase of certain
assets of Revolutionary Software, amortized over periods ranging from 24 to
42 months.

    INTEREST INCOME.  Interest income represents interest we earned on our cash
investments and additionally, in 2000, the interest earned on our
$340.0 million note receivable from NBC. We earned $9.1 million of interest
income during the three months ended March 31, 2000 and $640,000 during the
corresponding period ended March 31, 1999. This increase is mainly due to the
interest earned on our $340.0 million note receivable from NBC issued as a part
of the NBCi transactions, as well as the interest earned on cash received from
our follow-on offering completed in February 2000, which netted proceeds of
$280.1 million.

    INTEREST EXPENSE.  Interest expense represents interest charges related to
notes payable and capital lease obligations and additionally, in 2000, the
interest charges related to our two convertible notes payable

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to NBC that total $370.0 million. We incurred $3.9 in interest expense during
the three months ended March 31, 2000 and $30,000 during the corresponding
period ended March 31, 1999. This increase in interest expense was primarily due
to the interest expense incurred related to the two convertible notes payable to
NBC.

    NET LOSS.  Our net loss was $107.1 million for the three months ended
March 31, 2000 and $3.3 million in the corresponding period ended March 31,
1999. The $103.8 million increase in net loss during the three months ended
March 31, 2000 was primarily attributable to an increase in cost of net revenue
of $6.6 million, an increase in the amortization of intangibles of
$68.8 million, promotion and advertising provided by NBC of $20.1 million and an
increase in other operating expenses totaling $38.6 million, offset by an
increase in net revenue of $25.7 million and an increase in interest income of
$8.5 million.

    PROVISION/(BENEFIT) FOR INCOME TAXES.  For the three months ended March 31,
2000 and 1999, we did not recognize the tax benefit of our operating losses. We
believe the resulting deferred tax assets are not realizable on a more likely
than not basis. Our effective tax rate was 0% during the three months ended
March 31, 2000 and 1999, and differs from the federal statutory rate primarily
due to the limitations controlling the timing for realization of net operating
losses and tax credits established by the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".

    FUTURE TRENDS.  We believe that our operating expenses, including operating
and development, sales and marketing and general and administrative expenses,
will increase in future periods as we continue to expand our operations and
development initiatives, as well as augment our sales and promotional efforts.
Additionally, amortization of intangible assets is expected to increase
significantly in conjunction with potential business acquisitions being made as
a part of our continuing effort to increase our online reach and membership and
to seek additional strategic alliances in both domestic and foreign business
markets.

    LIQUIDITY AND CAPITAL RESOURCES.  We have financed our operations primarily
from proceeds received from the Xoom.com initial public offering in
December 1998, a secondary offering in April 1999, the issuance of 960,028
shares of Xoom.com common stock to NBC in July 1999 and our follow-on offering,
which was completed in February 2000.

    We had cash, cash equivalents and short-term investments of $386.4 million
as of March 31, 2000. We regularly invest excess funds in short-term money
market funds, government and foreign securities and commercial paper. Net cash
used in operating activities was $47.7 million during the three months ended
March 31, 2000 and $1.3 million during the three months ended March 31, 1999.
Cash used in operating activities in the first quarter of 2000 was primarily the
result of the net loss of $107.1 million, increases in accounts receivable of
$8.7 million, decreases in accounts payable of $6.1 million, and decreases in
accrued compensation and related expenses of $6.5 million, partially offset by
amortization of intangible assets of $69.7 million related to the NBCi
transactions, and an increase in deferred revenue of $15.3 million due to the
receipt of equity instruments in exchange for services to be performed. Cash
used in operating activities in the three months ended March 31, 1999 was
primarily the result of net losses of $3.3 million, and an increase in accounts
receivable of $242,000 related to the growth of advertising revenues, partially
offset by amortization of intangible assets of $862,000 related to acquisitions,
amortization of deferred compensation of $230,000 incurred in connection with
the granting of options to employees to purchase Class A common stock and an
increase in accounts payable of $868,000 as a result of the growth of our
business.

    Net cash used in investing activities was $112.3 million during the three
months ended March 31, 2000 and $9.7 million during the three months ended
March 31, 1999. Cash used in investing activities during the three months ended
March 31, 2000 was primarily the result of the purchase of investments of
$143.4 million and fixed asset additions of $12.1 million, partially offset by
the maturity of investments of $40.5 million. Cash used in investing activities
during the three months ended March 31, 1999 was used primarily to purchase
fixed assets of $1.5 million and short-term investments of $8.3 million. From
time to

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<PAGE>
time, we expect to evaluate the acquisition of products, businesses and
technologies that complement our business. These acquisitions may involve the
use of cash investments.

    Net cash provided by financing activities was $291.1 million during the
three months ended March 31, 2000, and net cash used in financing activities was
$99,000 during the same period ended March 31, 1999. Cash provided by financing
activities in the three months ended March 31, 2000 was primarily attributable
to proceeds from our secondary stock offering of $280.1 million, and proceeds
from our note receivable from NBC of $23.8 million, partially offset by the
repayment of notes payable of $32.0 million. Cash used by financing activities
in the three months ended March 31, 1999 was primarily related to the repayment
of notes payable of $124,000.

    As set forth in the consolidated statements of operations, we experienced
net losses for the periods ended March 31, 2000 and 1999. We believe that we
have the financial resources needed to meet our presently anticipated business
requirements, including capital expenditure and strategic operating programs,
for at least the next 12 months. Thereafter, if cash generated by operations is
insufficient to satisfy our liquidity requirements, we may need to sell
additional equity or debt securities or obtain additional credit facilities. The
sale of additional equity or convertible debt securities may result in
additional dilution to our stockholders. We may not be able to raise any such
capital on terms acceptable to us or at all.

RECENT ACCOUNTING PRONOUNCEMENTS

    In March 2000, the Emerging Issues Task Force ("EITF"), issued EITF 00-2,
"Accounting for Website Development Costs." This issue addresses whether an
entity should capitalize costs incurred to develop a Web site and it is
effective prospectively for all costs incurred for quarters beginning after
June 30, 2000. Although we have not fully assessed the impact of adopting EITF
00-2 on our financial position and results of operations in 2000 and thereafter,
we do not expect the effect, if any, to be material.

    In January 2000, the EITF issued EITF 99-17, "Accounting for Advertising
Barter Transactions." This issue established accounting and reporting standards
for barter transactions that involve nonmonetary exchanges of advertising. It
requires that an entity recognize revenues and expenses from advertising barter
transactions at the fair value of the advertising surrendered only when an
entity has a historical practice of receiving cash for similar transactions. The
adoption of EITF 99-17 did not have a material impact on our results of
operations and financial position.

    In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition," or SAB No. 101, which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met in order to recognize revenue and provides guidance for
disclosures related to revenue recognition policies. Although we have not fully
assessed the impact of adopting SAB 101 on our financial position and results of
operations in 2000 and thereafter, we do not expect the effect, if any, to be
material.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Our exposure to market risk is confined principally to the impact of
interest rate changes and changes in the market values of our investments.

    Our exposure to interest rate risk relates primarily to our portfolio of
short- and long-term cash investments, our note receivable from NBC and our
convertible notes payable to NBC. We do not use derivative financial instruments
in our portfolio. We invest primarily in instruments issued by high quality
financial institutions and companies including demand and money market
instruments and debt issued by corporations. All of our investments have
maturities of less than two years. Investments in fixed and floating rate
interest earning instruments carry interest rate risk in that the fair value of
fixed rate securities may be adversely impacted if interest rates rise while
floating rate securities may produce less

                                       21
<PAGE>
interest income if interest rates fall. A hypothetical 100 basis point increase
in interest rates would result in an approximate $5.8 million decrease in the
fair value of our debt securities classified as available-for-sale. Because the
interest rates on the note receivable from NBC and convertible note payable to
NBC are fixed, an increase in interest rates causes the fair value of the note
receivable to decline and the fair value of the convertible note payable to rise
and a decrease in interest rates has the opposite effect. A hypothetical 100
basis point increase in interest rates would result in a $12.5 million decrease
in the fair value of the note receivable from NBC and a $15.4 million increase
in the fair value of the note payable to NBC.

    We invest in equity securities of privately held companies for the promotion
of business and strategic objectives. These investments are generally in
companies in the Internet industry. These investments are included in long-term
investments and are accounted for under the cost method when ownership is less
than 20%. For investments in which no public market exists, our policy is to
regularly review the operating performance, recent financing transactions and
cash flow forecasts for such companies in assessing the net realizable values of
the securities of these companies. We expect to identify and record impairment
losses on long-lived assets when events and circumstances indicate that such
assets might be impaired.

CERTAIN RISK FACTORS THAT MAY IMPACT FUTURE OPERATING RESULTS

    This report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated by such forward looking statements as a result of certain factors,
including those set forth below.

OUR FAILURE TO SUCCESSFULLY INTEGRATE THE OPERATIONS OF XOOM.COM, SNAP AND THE
  INTERNET BUSINESSES CONTRIBUTED BY NBC COULD SERIOUSLY HARM OUR OPERATIONS

    Our success will depend substantially on whether Xoom.com, Snap and the
Internet businesses contributed by NBC can be integrated by us in an efficient
and effective manner. We can provide no assurance that this will occur. The
combination of our online properties will require, among other things, the
technological integration of our Web sites, which include NBCi.com, Xoom.com,
Snap.com, NBC.com, NBC-IN.com and VideoSeeker.com and the coordination of the
sales, marketing and research and development efforts of Xoom.com, Snap and the
Internet businesses contributed by NBC.

    Some of the factors contributing to the risks attendant to integration are:

    - difficulties and expenses of integrating operations, technology and
      personnel into our operations while preserving the goodwill of our
      businesses;

    - the additional financial resources that may be needed to fund our
      operations;

    - the potential disruption caused to the businesses of Xoom.com, Snap and
      the Internet businesses contributed by NBC by the need to dedicate
      management and other resources to completing the transactions;

    - our ability to retain employees; and

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

    We cannot assure you that we will be able to integrate our businesses
smoothly or successfully. The integration of operations will continue to require
significant management resources, which may distract attention from our
day-to-day operations.

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<PAGE>
WE CANNOT ASSURE YOU THAT WE WILL BE PROFITABLE BECAUSE WE HAVE A LIMITED
  OPERATING HISTORY AND OUR BUSINESSES ALSO HAVE LIMITED OPERATING HISTORIES AND
  A HISTORY OF LOSSES

    We and the businesses that were combined to form us have limited operating
histories. We were launched in November 1999, Xoom.com was founded in
April 1996, the Snap.com Web site was launched in September 1997, and NBC.com,
NBC-IN.com and VideoSeeker.com began operations in August 1995, October 1997 and
May 1998, respectively. NBC launched CNBC.com in June 1999. In addition,
Xoom.com, Snap and the Internet businesses contributed by NBC have not achieved
positive annual operating cash flows, and we expect to incur net losses for the
foreseeable future.

    Because of the limited operating histories of our businesses and the
uncertain nature of the rapidly changing markets we serve, future results of
operations cannot be predicted. Moreover, we have difficulties forecasting our
revenue potential and operating expenses based on the limited historical
financial data of our businesses.

    We currently expect that our operating expenses will continue to increase
significantly as we expand our sales and marketing operations, continue to
build, develop and extend our online brands, fund greater levels of product
development, develop and commercialize additional media properties, and acquire
complementary businesses and technologies. Accordingly, we will need to increase
revenues to be profitable. As a result, we may experience significant losses on
a quarterly and annual basis. If our actual revenue is lower than predicted, we
may be unable to adjust our operating expenses accordingly. If revenues do not
grow as expected or increases in expenses are not in line with forecasts, our
business, results of operations and financial condition could be seriously
harmed. If our operating results in any period fall below the expectations of
securities analysts and investors, the market price of our shares would likely
decline.

OUR BUSINESSES WILL BE SUBJECT TO ALL OF THE RISKS AND DIFFICULTIES FREQUENTLY
  ENCOUNTERED BY EARLY STAGE COMPANIES

    The prospects of our businesses are subject to all of the risks and
difficulties frequently encountered by early stage companies in new and rapidly
evolving markets, particularly those involved in the Internet and in e-commerce.
These risks include the following uncertainties and potential adverse
developments:

    - the uncertainty of the level of use of the Internet and online services
      and the acceptance of the Internet and other online services and products
      such as those we offer;

    - the lack of success of our proposed business model on the Internet;

    - our failure to continue to build, develop and extend our online brands;

    - our inability to obtain needed financing;

    - higher than anticipated marketing costs that we will need to incur to
      build, maintain and enhance our online brands;

    - our inability to generate significant advertising, e-commerce or premium
      service revenue;

    - our inability to maintain and increase levels of traffic and membership on
      our Web sites or to manage rapidly expanding operations effectively;

    - the emergence of new services offered by our competitors that affect the
      level of traffic on our Web sites and our ability to expand our membership
      base;

    - our inability to predict demand for products and services we offer and to
      optimize advertising inventory levels accordingly;

    - our inability to meet minimum guaranteed impressions under advertising
      agreements;

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<PAGE>
    - our failure to adapt to the mix of types of advertising we will sell and
      developments relating to advertising on the Web;

    - our failure to anticipate and adapt to a developing Internet market and
      increased competition;

    - our inability to upgrade, develop and deploy our network, systems and
      infrastructure and attract new personnel in a timely and effective manner;
      and

    - the failure of our server and networking systems to handle traffic on our
      Web sites efficiently.

THE MAJORITY OF OUR CUSTOMERS ARE INTERNET COMPANIES AND OUR BUSINESS WILL BE
  SERIOUSLY HARMED IF THE INTERNET DOES NOT BECOME A VIABLE COMMERCIAL
  MARKETPLACE

    The majority of our customers are Internet companies that are dependent upon
the acceptance of the Internet as a viable commercial marketplace. If the use of
the Internet for e-commerce transactions and as an advertising medium does not
continue to grow, we could lose a substantial portion of our customer base,
which would seriously harm our business and financial condition.

WE ANTICIPATE OUR BUSINESS WILL FLUCTUATE FROM QUARTER TO QUARTER DUE TO OUR
  NEAR-TERM RELIANCE ON SHORT-TERM ADVERTISING AGREEMENTS AND SEASONAL
  FLUCTUATIONS, WHICH COULD HARM OUR RESULTS OF OPERATIONS

    In the near-term, a substantial portion of our net revenue is expected to be
from short-term advertising contracts, usually one to two months in length. That
means our quarterly operating results will be a function of the contracts we
enter into within the quarter and our ability to adjust spending in light of any
net revenue shortfalls. As a result, the cancellation of even a small number of
advertising contracts could significantly affect our operating results. Our
operating expenses are likely to increase significantly over the near term. To
the extent that our expenses increase but our revenues do not, our business,
operating results and financial condition may be seriously harmed.

    Advertising revenues are also subject to seasonal fluctuations.
Historically, advertisers spend less in the first and third calendar quarters
and user traffic on online media properties has been lower during the summer and
during year-end vacation and holiday periods. As a result, we expect our results
of operations to fluctuate throughout the year, which may significantly harm our
business and financial condition.

OUR ADVERTISING REVENUE MAY BE AFFECTED BY THE LOSS OF TRAFFIC ON OUR WEB SITES

    Advertising revenue is linked to the level of traffic on our Web sites, so
if traffic is less than the level expected by our advertising customers, revenue
from this source could be reduced. We will have some advertising contracts that
include a guaranteed minimum number of impressions on our Web sites. Reduced
traffic on our Web sites would cause us to fall short in meeting these minimum
requirements and, as a result, we may give credits to our advertisers and reduce
advertising rates, which would lead to a reduction in our revenue from
advertising.

OUR FAILURE TO ATTRACT ADVERTISING REVENUE IN QUANTITIES AND AT RATES THAT ARE
  SATISFACTORY TO US COULD HARM OUR BUSINESS

    We expect to derive a significant portion of our revenue from the sale of
on-air and online advertisements, including co-branded commercials, banners,
buttons, windows and text links. We are uncertain whether Web advertising will
continue to grow at a rate that will support expansion in our revenue. The
Internet as a marketing and advertising medium has not been available for a
sufficient period of time to gauge accurately its effectiveness as compared with
traditional media. Many of our suppliers and advertisers have only limited
experience with the Web as a marketing and advertising medium.

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<PAGE>
    The ability to generate significant advertising revenues will depend upon:

    - the development of a large base of users of services possessing
      demographic characteristics attractive to advertisers;

    - the ability to continue to develop and update effective advertising
      delivery and measurement systems; and

    - advertising rates, which may fall based on increased competition from
      online companies and offline media.

    No standards have yet been widely accepted for the measurement of the
effectiveness of Web-based advertising. Advertisers may determine that banner
advertising, which currently comprises a substantial portion of our revenues, is
not an effective advertising medium. If other forms of Web-based advertising
prove more popular than banner advertisements, we may not be able to change our
operations to take advantage of such forms. Advertising filter software programs
are available that limit or remove advertising from an Internet user's desktop.
Such software, if generally adopted by users, may adversely affect the viability
of advertising on the Internet. Our advertising customers may not accept the
internal and third-party measurements of impressions received by advertisements
on our online media properties and such measurements may contain errors. We rely
primarily on our internal advertising sales force for domestic advertising
sales, which involves additional risks and uncertainties, including risks
associated with the recruitment, retention, management, training and motivation
of sales personnel. As a result of these factors, we may not be able to sustain
or increase advertising sales levels. Failure to do so may harm our business,
operating results and financial position.

WE ARE IN A HIGHLY COMPETITIVE INDUSTRY AND SOME OF OUR COMPETITORS MAY BE MORE
  SUCCESSFUL IN ATTRACTING AND RETAINING CUSTOMERS

    The market for Internet products and services is highly competitive.
Generally, there are no substantial barriers to entry in these markets; however,
the ability to secure financial resources necessary to promote brand awareness
is increasingly becoming a barrier to entry in the market in which we compete.
We expect that competition will continue to intensify. Negative competitive
developments could seriously harm our business and the trading price of our
Class A common stock. In addition, our competitors may still have superior or
more attractive product offerings.

    We compete with many other providers of online navigation, information and
community services, such as Yahoo! (including GeoCities and Broadcast.com),
America Online (including AOL.com, Netcenter and ICQ), AltaVista, Excite@Home,
Disney (including the GO Network, which is jointly operated with Infoseek),
Lycos (including HotBot and Tripod) and Microsoft Corporation (including
msn.com).

    Our businesses compete directly with a great number of other Internet sites
and other media companies across a wide range of different online services with
advantages in technical expertise, brand recognition and other factors,
including:

    - metasearch services and software applications that allow a user to search
      the databases of several directories and catalogs simultaneously;

    - database vendors that offer information search and retrieval capabilities
      with their core database products;

    - Web-based e-mail and instant messaging services either on a stand alone
      basis or integrated into other products and media properties;

    - online merchant hosting services and the entry of an increasing number of
      companies selling goods and services on the Internet;

    - online content Web sites such as ESPN.com and ZDNet.com;

                                       25
<PAGE>
    - online local interactive content Web sites, such as Excite@Home's City
      Guides, Lycos City Guides, America Online's Digital City, Ticketmaster
      Online-CitySearch and Yahoo! Get Local;

    - online video broadcast services, such as CNN VideoSelect, RealNetworks and
      FoxNews;

    - business portals such as Onvia, Digital Work, Office.com and
      Smartonline.com;

    - online community Web sites, such as iVillage, Tripod, WhoWhere, GeoCities
      and theglobe.com; and

    - potential new entrants in any one or all of these areas, or new areas not
      considered.

    In order to effectively compete, we may need to expend significant internal
engineering resources or acquire other technologies and companies to provide
such capabilities. Any of these acquisitions could be dilutive to our
stockholders.

    Our carriage agreement with CNET limits CNET's ability to compete with Snap
in providing a broad based information, navigation and content aggregation
service. These restrictions, however, will no longer apply after May 9, 2000. As
a result, CNET could become a competitor of Snap. Competition from CNET could
seriously harm our business.

IF OUR INVESTMENT OF RESOURCES IN DEVELOPING AND PROMOTING OUR ONLINE BRANDS IS
  NOT SUCCESSFUL, THE RESULTS OF OUR OPERATIONS COULD BE SERIOUSLY HARMED

    As the number of Internet sites grows, brand recognition will play an
increasingly important role in the success of Internet companies. Establishing
and promoting our online brands in the face of pressures from our competitors
will be critical to further developing our member and user base as well as
various strategic and commercial relationships. We will need to continue to
devote substantial financial and other resources to increase and maintain the
awareness of our online brands among members, advertisers and e-commerce
partners through:

    - Web advertising and marketing;

    - traditional media advertising campaigns in television, print, radio and
      billboards; and

    - providing a high quality user experience.

    For this purpose, we have agreed to purchase at least $405.0 million of
promotional services from NBC over a four-year period to develop and promote our
online brands as well as our products and services. Through March 31, 2000, we
have spent $36.9 million on such promotional services. Our results of operations
could be seriously harmed if this investment of financial and other resources in
developing and promoting our online brands does not generate a corresponding
increase in net revenue, or if the expense of developing and promoting our
online brands becomes excessive.

IF FUTURE ACQUISITIONS ARE NOT SUCCESSFUL, OR IF WE ARE NOT ABLE TO STRUCTURE
  FUTURE ACQUISITIONS IN A FINANCIALLY EFFICIENT MANNER, THERE COULD BE AN
  ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS

    Acquiring complementary businesses, products and technologies is an integral
part of our business strategy. We are and will continue to be engaged in
exploring potential acquisitions both of publicly traded and privately held
companies. This acquisition strategy will subject us to integration risks
similar to those we face in integrating our current businesses. In addition, the
success of the acquisitions will be dependent upon the ability of our management
to maximize our financial and strategic position when incorporating the
acquiring company's technology or businesses. Any of these risks could prevent
us from realizing significant benefits from our acquisitions.

    In addition, we may invest in business areas in which we do not currently
compete. Such acquisitions represent greater risks as we would be entering
markets, at potentially great expense, where we have little

                                       26
<PAGE>
or no direct prior experience. Accordingly, such acquisitions, if unsuccessful,
could have a significant adverse impact on our financial condition and the price
of our Class A common stock. Even if we believe an acquisition is in our best
interest, investors or securities analysts may disagree and the size of a
potential acquisition could adversely impact the price of our Class A common
stock. We may also engage in other forms of financial transactions, such as
spin-offs or initial public offerings of common stock of our subsidiaries. These
transactions or large acquisitions could effectively change our corporate
structure, without providing our stockholders an opportunity to vote on the
transaction. We cannot assure that such acquisition or investment strategies, if
implemented, will prove successful.

    We will face increased competition with other entities for desirable
acquisition targets. Like several of our competitors and other Internet
companies, we expect to issue common stock in future acquisitions. If the market
price of our Class A common stock suffers declines which are disproportionate
relative to our competitors or fails to keep pace with any increases in the
price of the stock of our competitors, we may not be able to compete with other
entities for desirable acquisition candidates. Our inability to acquire
complementary businesses, products and technologies may seriously harm our
business and results of operations.

    In addition, issuing Class A common stock in acquisitions will dilute our
existing stockholders, while the use of cash will deplete cash reserves. We
anticipate that we will be unable to account for future acquisitions under the
"pooling of interests" method of accounting and, therefore, expect to incur
significant, one-time write-offs and amortization charges. These write-offs and
charges would decrease our future earnings or increase our future losses. Due to
all of the foregoing, our inability to structure acquisitions in a financially
efficient manner may seriously harm our business and results of operations.

THE USE OF A COMMUNITY PLATFORM IS UNPROVEN AND DEPENDS ON MAINTAINING AND
  EXPANDING OUR MEMBERSHIP BASE; WE DO NOT KNOW WHETHER OUR COMMUNITY PLATFORM
  WILL BE VIABLE AND PROFITABLE

    A part of our business model relies on using our community platform and
membership base to generate revenues from different sources. To be profitable,
we will need to provide goods and services that are attractive to our members,
advertisers and vendors. We had previously relied on member-generated content
and the "grassroots" voluntary promotional efforts of our members to develop and
maintain our profile as a community site. A decline in voluntary promotional
activities by the members or member-generated content could make our community
services less attractive.

    We cannot be sure that Internet users will continue to be interested in
communities on the Web, or that direct e-mail marketing will prove to be a
profitable or effective method of selling goods and services.

WE WILL NOT BE ABLE TO SUSTAIN THE RAPID GROWTH OF OUR INTERNET PROPERTIES

    Although Xoom.com and Snap have experienced rapid growth in net revenues,
members, customers and reach in recent periods, these growth rates are likely
not sustainable. These growth rates will likely decrease and are not indicative
of future growth rates we may experience.

ANY FAILURE OF OUR NETWORK INFRASTRUCTURE COULD SERIOUSLY HARM OUR RESULTS OF
  OPERATIONS

    Our success depends upon the capacity, reliability and security of our
networking hardware and software infrastructure. Any failure in our networking
hardware and software infrastructure could significantly and adversely impact
the results of our operations.

    Our businesses have developed systems for maintaining their Web sites,
processing transactions and managing orders internally. If, in the future, we
cannot modify these systems to accommodate increased traffic and an increased
volume of transactions and orders, we could suffer from slower response times,
problems with customer service and delays in reporting accurate financial
information.

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<PAGE>
    We use network servers that are housed separately by application at Exodus
Communications, Inc. in Santa Clara, California and GlobalCrossing Global Center
in Sunnyvale, California. Our Web sites are connected to the Internet via
multiple links 24 hours a day, seven days per week by Exodus and GlobalCrossing
Global Center. Exodus and GlobalCrossing Global Center also provide and manage
power and maintain the correct environment for our networking and server
equipment. We manage and monitor our servers and network remotely from our
headquarters in San Francisco, California. We strive to rapidly develop and
deploy high-quality tools and features into our systems without interruption or
degradation in service.

    Although agreements with hosting companies will give us remedies for service
interruptions, we cannot guarantee that:

    - we will have uninterrupted access to the Internet;

    - our members and users will be able to reach our Web sites; or

    - communications via our Web sites will be secure.

    Any disruption in the Internet access provided by our hosting companies, or
any interruption in the service that our hosting companies receive from other
providers, or any failure of our hosting companies to handle higher volumes of
Internet users to our Web sites, could seriously harm our business, results of
operations and financial condition.

    Despite precautions taken by our businesses and by the companies that host
our Web sites, our systems are susceptible to natural and man-made disasters
such as earthquakes, fires, floods, power loss and sabotage. Our systems also
may be vulnerable to disruptions from computer viruses and attempts by hackers
to penetrate our network security.

    We are covered by insurance for loss of income from some of the events
listed above, but this insurance may not be adequate to cover all instances of
system failure. We also have insurance against loss of income due to
earthquakes, but the amount of such insurance may be insufficient, especially
given the frequency and magnitude of earthquakes in Northern California where
our primary facilities and servers are located.

    Any of the events listed above could cause interference, delays, service
interruptions or suspensions in our business, and as results, seriously harm our
business and results of operations.

    We must continue to expand and adapt our system infrastructure to keep pace
with the increase in the number of members who use the free services we provide.
Demands on our infrastructure that exceed current forecasts could result in
technical difficulties with our Web sites. Any system failure that interferes
with access to our Web sites and use of the free services we provide could
diminish the level of traffic on our Web sites. Continuing or repeated system
failures could impair our reputation and our brand names and reduce our commerce
and advertising revenue. At present, we do not know if we will be able to scale
the systems to handle a larger amount of traffic at higher transmission speeds.
Expanding the network infrastructure will require substantial financial,
operational and management resources, all of which could harm our financial
results and operations.

    If, in the future, we cannot modify these systems to accommodate increased
traffic and an increased volume of transactions and orders, we could suffer
slower response times, problems with customer service and delays in reporting
accurate financial information. Any of these factors could significantly and
adversely impact the results of our operations.

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<PAGE>
DIFFICULTIES WE MAY ENCOUNTER IN DEALING WITH OUR GROWTH AND EXPANSION COULD
  SERIOUSLY HARM OUR RESULTS OF OPERATIONS

    Our strategy is to continue growing our membership and user base at a rapid
pace. If this growth continues, we will experience a significant strain on our
resources because of:

    - the need to manage relationships with various strategic partners,
      technology licensors, members, advertisers and other third parties;

    - difficulties in hiring and retaining skilled personnel necessary to
      support our businesses;

    - the need to train and manage a growing employee base; and

    - pressures for the continued development of our financial and information
      management systems.

    Difficulties we may encounter in dealing successfully with the above risks
could seriously harm our operations. In addition, in the second quarter of 2000
we expect to move our headquarters to a new facility in San Francisco. The move
could cause disruption of our business or otherwise divert management's
attention, which could harm our financial results.

THE SUCCESSFUL OPERATION OF OUR BUSINESS DEPENDS UPON THE SUPPLY OF CRITICAL
  ELEMENTS FROM OTHER COMPANIES

    We depend substantially upon third parties for several critical elements of
our business, including technology, order fulfillment, content development and
distribution activities.

    TECHNOLOGY:  We continue to license technology and related databases from
third parties for some elements of our properties, including, among others,
technology underlying the delivery of stock quotes and current financial
information, chat services, street mapping, telephone listings and similar
services. We expect to experience interruptions and delays in service and
availability for such elements, from time to time. Furthermore, we are and
expect to be dependent on hardware suppliers for prompt delivery, installation
and service of servers and other equipment used to deliver our products and
services. Any errors, failures or delays experienced in connection with these
third-party products and information services could negatively affect our
relationship with users and adversely affect our brands and business, and could
expose us to third party liability.

    ORDER FULFILLMENT:  We continue to rely on other companies for critical
aspects of our e-commerce business. For example, Banta Global Turnkey
Corporation is primarily responsible for fulfilling orders for products and
services sold via our Web sites and in response to direct e-mail marketing. If
our relationship with Banta were to terminate without sufficient advance notice,
our operations would be negatively affected, even if we were able to quickly
establish a relationship with a comparable vendor to fulfill orders. The success
of our specific e-mail direct e-commerce campaigns depends on the timely supply
of inventory by the manufacturers and suppliers of the products we offer for
sale to our members. The failure of the suppliers on whom we depend would
adversely affect the results of our operations.

    CONTENT DEVELOPMENT:  A key element of our strategy involves the
implementation of our branded online properties targeted for specific interest
areas, demographic groups and geographic areas. In these efforts, we rely on
content development and localization efforts of third parties. We cannot
guarantee that the third parties will effectively implement these properties, or
that their efforts will result in significant revenue to us. Any failure of
these parties to develop and maintain high-quality and successful media
properties also could hurt our brands.

    DISTRIBUTION RELATIONSHIPS:  In order to create traffic for our online
properties and make them more attractive to advertisers and consumers, we expect
to have distribution agreements and informal relationships with leading Web
browser providers and portals, operators of online networks and leading Web
sites, manufacturers of Internet devices and computer manufacturers. These
distribution arrangements typically

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<PAGE>
are not exclusive, and may be terminated upon little or no notice. Third parties
that provide distribution typically charge fees or otherwise impose additional
conditions on the listing of our online properties. Any failure to
cost-effectively obtain distribution could seriously harm our business, results
of operations and financial condition.

PLANNED INTERNATIONAL OPERATIONS ARE SUBJECT TO RISKS THAT COULD SERIOUSLY HARM
  OUR RESULTS OF OPERATIONS

    We have been establishing and plan to continue establishing operations or
forming business partnerships in other parts of the world. We have very limited
experience in international markets and may not be able to compete effectively
in international markets. The expansion of operations into international markets
will require substantial management attention and financial resources. We cannot
be certain that our investment in establishing operations in other countries
will produce desired levels of revenue. In addition, international operations
are subject to other inherent risks and problems, including:

    - the impact of recessions in economies outside the United States;

    - slower adoption of the Internet by users and advertisers in foreign
      countries;

    - greater difficulty in collecting accounts receivable;

    - higher costs to develop new or specialized content;

    - widely varied and changing regulatory requirements;

    - difficulties and costs of staffing and managing foreign operations;

    - reduced protection for intellectual property rights and enforcement of
      other legal rights in some countries;

    - political and economic instability;

    - continued acceptance of the Euro;

    - potential adverse tax effects;

    - fluctuations in currency exchange rates; and

    - difficulty in maintaining effective communications due to distance,
      language and cultural barriers.

    Some or all of the above factors could seriously harm our operations.

TO BE SUCCESSFUL IN THE CONTINUALLY EVOLVING MARKET FOR ONLINE SERVICES, WE MUST
  CONTINUE TO ENHANCE OUR PROPERTIES AND DEVELOP NEW ONES

    Rapid technological change, changing customer needs, frequent new product
and service introductions and evolving industry standards characterize the
Internet market. These market characteristics could render our existing
services, technology and systems obsolete. We must continually improve the
performance features and reliability of our services to respond to evolving
market demands and competition. Our business, operating results and financial
condition would be seriously harmed if we are unable to respond in a
cost-effective and timely manner to changing market conditions or customer
requirements.

    To remain competitive, we must continue to enhance and improve the
functionality, features and content of our Web sites. We may not be able to
successfully maintain competitive user response times or implement new features
and functions, as these changes will likely involve the development of
increasingly complex technologies. Personalized information services, such as
our Web-based e-mail services, message boards, stock portfolios and our
community features, require significantly greater expenses than our general
services. We cannot guarantee that these higher expenses will be offset by
additional revenues.

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<PAGE>
    A key element of our business strategy is the development and introduction
of new branded online properties targeted for specific user groups with
particular demographic characteristics and geographic concentration. We may not
be successful in developing, introducing and marketing such products or media
properties and such properties may not achieve market acceptance, enhance our
brand name recognition or increase user traffic. Furthermore, enhancements of or
improvements to our Web sites or new media properties may contain undetected
errors that require significant design modifications, resulting in a loss of
customer confidence and user support and a decrease in the value of our brand
name. If we fail to effectively develop and introduce new properties, or those
properties fail to achieve market acceptance, our business, results of
operations and financial condition could be seriously harmed.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR BUSINESS AND
  FINANCIAL CONDITION MAY BE SERIOUSLY HARMED

    We view our technology as proprietary and will seek to protect it under
existing United States and international laws relating to protection of our
intellectual property. We will also develop internal procedures to control
access to and dissemination of our proprietary information. Despite our
precautions, third parties may succeed in misappropriating our intellectual
property or independently developing similar intellectual property. Protecting
our intellectual property against infringement could result in substantial legal
and other costs and could divert our limited management resources and attention,
any of which could adversely impact our business and the results of our
operations.

    Some of the technology to be incorporated into our Web sites is based on
technology licensed from third parties. As we continue to introduce new
services, we may need to license additional technology. If we are unable to
license needed technology in a timely manner and on commercially reasonable
terms, we could experience delays and reductions in the quality of our services,
all of which could seriously harm our business and results of operations. Our
reputation and the value of our proprietary information could also be adversely
affected by actions of third parties to whom we license our proprietary
information and intellectual property. If someone asserts a claim relating to
proprietary technology or information against us, it may be necessary to seek a
license to such intellectual property. We cannot assure you, however, that we
will be able to obtain such licenses on commercially reasonable terms, if at
all. The failure to obtain any necessary licenses or other rights could
seriously harm our business and results of operations.

    Each of our businesses has been subject to claims that they have allegedly
infringed the proprietary rights of third parties, and we cannot assure you that
third parties will not assert claims against us or our businesses in the future.
These claims, whether or not meritorious, sometimes result in litigation and
could become a drain on our management and financial resources. If successful,
claims of this nature could subject us to liability for money damages as well as
injunctive relief restricting our use of intellectual property important to our
operations, and could ultimately cause us to lose rights to some of our
intellectual property. Any of these events could seriously harm our business and
results of operations.

WE COULD BE SUBJECT TO LIABILITY FOR ONLINE CONTENT THAT MAY NOT BE COVERED BY
  OUR INSURANCE

    The nature and breadth of information disseminated on our Web sites and
through the sites of our members could expose us to liability in various areas,
including claims relating to:

    - product information and reviews we offer;

    - the content and publication of various materials based on defamation,
      libel, negligence, personal injury and other legal theories;

    - copyright or trademark infringement and wrongful action due to the actions
      of third parties;

    - use of third party content made available through our Web sites or through
      content and material posted by members on their home pages or in chat
      rooms and bulletin boards; and

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<PAGE>
    - damages arising from the use or misuse of the free e-mail services we will
      offer.

    Claims of these kinds against us could result in us incurring substantial
costs and could also be a drain on our financial and other resources. If the
number or severity of claims of this nature were significant, we would need to
implement measures to reduce our exposure and potential liability. In addition
to being a drain on our resources, this could also require taking measures that
could make our services less attractive to our members and visitors. This in
turn could reduce traffic on our Web sites, negatively impact our member and
user base, and reduce our revenue from e-commerce and advertising. Our general
liability insurance may be insufficient to cover expenses and losses arising in
connection with any claims against us. To the extent our insurance coverage does
not cover liability or expenses we incur, our business and results of operations
would be seriously harmed.

E-COMMERCE ACTIVITIES MAY EXPOSE US TO UNCERTAIN LEGAL RISKS AND POTENTIAL
  LIABILITIES

    As part of our business, we enter into agreements with sponsors, content
providers, service providers and merchants under which we are entitled to
receive a share of revenue from the purchase of goods and services by users of
our Web sites. In addition, we provide hosting and other services to online
merchants. These types of arrangements may expose us to additional legal risks
and uncertainties, including potential liabilities relating to the products and
services offered by such third parties.

    Although we maintain liability insurance, insurance may not cover these
claims or may not be adequate. Even to the extent these types of claims do not
result in material liability, investigating and defending claims is expensive
and, if the number or severity of claims defended were significant, this could
seriously harm our business and operations.

WE COULD FACE LIABILITY FROM LEGAL PROCEEDINGS OF OUR SUBSIDIARIES THAT COULD
  SERIOUSLY HARM OUR BUSINESS AND RESULTS OF OPERATIONS

    Because Snap and Xoom.com are our wholly-owned subsidiaries, claims made
against Snap and Xoom.com will impact our financial condition and results of
operations. An unfavorable outcome in any matters that we are currently
litigating could seriously harm our business and results of operations and the
market price of our Class A common stock.

IF OUR CAPITAL IS INSUFFICIENT TO PROMOTE OUR BUSINESS, AND IF WE CANNOT OBTAIN
  NEEDED FINANCING, WE WILL BE UNABLE TO PROMOTE OUR BRAND NAMES, EXPLOIT
  ACQUISITION OPPORTUNITIES AND OTHERWISE MAINTAIN OUR POSITION RELATIVE TO OUR
  COMPETITORS

    We believe we have sufficient capital resources to support our operations at
least for the next 12 months. Nevertheless, we anticipate that we will need to
raise funds to maintain and develop our position in the marketplace. It may be
difficult or impossible for us to obtain financing on favorable terms, if at
all. Neither GE nor its affiliates, including NBC, has made any commitment to
provide financing to us. We cannot assure you that there will be a market for
our securities at any time when we may seek to raise needed funds by equity
financing. Raising funds by issuing equity securities or convertible debt
securities will dilute the percentage ownership of our stockholders, subject to
NBC's exercise of its preemptive rights, and we cannot assure you that an
offering of securities would be completed successfully. Also, new securities we
may issue could have rights senior to the rights of our common stock. If we
cannot obtain needed financing, we could jeopardize our ability to complete the
integration of our Web properties and otherwise meet our business plan and we
will likely be unable to promote our brand names, take advantage of acquisition
opportunities and otherwise maintain our position relative to that of our
competitors, which could seriously harm our business and results of operations.

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<PAGE>
IF IMPORTANT STRATEGIC RELATIONSHIPS ARE DISCONTINUED FOR ANY REASON, OUR
  BUSINESS AND FINANCIAL CONDITION WOULD BE SIGNIFICANTLY HARMED

    Although strategic relationships are a key factor in our overall business
strategy, our strategic partners may not view their relationships with us as
significant to their own business. There is a risk that parties with whom we
have strategic alliance agreements may not perform their obligations as agreed.
We expect that our arrangements with future strategic partners generally will
not establish minimum performance requirements but instead rely on the voluntary
efforts of our partners. In addition, most of our agreements with strategic
partners are terminable by either party with little notice. If important
strategic relationships are discontinued for any reason, our business and
results of operations may be harmed.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE AND OUR RELATIONSHIP WITH NBC

BECAUSE NBC HAS SIGNIFICANT INFLUENCE OVER OUR MANAGEMENT AND STRATEGY, THE
  ABILITY OF THE HOLDERS OF OUR CLASS A COMMON STOCK TO DETERMINE THE OUTCOME OF
  MATTERS REQUIRING A STOCKHOLDER VOTE IS REDUCED

    As of March 31, 2000 NBC and its affiliates owned approximately 40.3% of our
outstanding common stock. If the convertible notes held by NBC are converted,
this ownership interest could increase up to approximately 45.5%, although such
conversion cannot occur until November 30, 2000. Even before the convertible
notes are converted, however, CNET has agreed to vote its shares of Class A
common stock in the same manner as NBC with respect to change in control
transactions involving us, enabling NBC to determine the outcome of such vote.
In addition, NBC and its affiliates have rights to maintain their percentage
ownership in the event of dilutive issuances of stock by us. As a result, NBC
may be able to exercise significant influence in the future over many matters
requiring approval by our stockholders, including amending our certificate of
incorporation and bylaws, the issuance of additional shares of our Class B
common stock or the adoption of a stockholders rights plan.

    In addition, NBC and its affiliates have the right to elect six of the 13
members of our board of directors, and will retain that right so long as they
own 20% of the outstanding shares of our common stock. Following conversion of
the convertible notes, for so long as NBC and its affiliates own 35% or more of
the outstanding shares of our common stock, NBC and its affiliates will have the
right to elect seven of the 13 members of our board of directors. As long as the
NBC directors do not constitute a majority of our board of directors, several
significant corporate actions by us will require the approval of our directors
appointed by NBC, including a change in control of us or our significant
subsidiaries and significant sales of assets or securities. For as long as there
are any Class B directors, those directors will have the exclusive ability to
remove our chief executive officer and to appoint our chief financial officer
and our general counsel. In addition, Robert C. Wright, the president and chief
executive officer of NBC, serves as our chairman of the board. Many of these
rights are embodied in our certificate of incorporation, and as a result any
amendment will require a vote of our stockholders.

    Because of these rights, NBC has the ability to exert significant influence
over our management and strategy. While our directors appointed by NBC are
obligated by Delaware law to act in the best interests of NBCi and its
stockholders, NBC's views concerning our management and strategy may be
different from the views held by directors appointed by the holders of shares of
our Class A common stock.

NBC MAY FREELY ENGAGE IN MANY ACTIVITIES THAT MAY BE COMPETITIVE WITH OUR
  BUSINESS

    Under our brand integration and license agreement with NBC, NBC is obligated
not to co-brand the portal, community and e-commerce services of our competitors
with specified NBC marks, and NBC may not operate a general portal service, a
broad-based community service or a broad-based e-commerce service other than
through us. However, apart from the restrictions in the brand integration and
license agreement, our certificate of incorporation provides that NBC has the
right to engage in, and has no duty to refrain from engaging in, the same or
similar activities or lines of business as we do, to do business with our
potential or actual customers and suppliers and to employ any of our employees.
In the event that

                                       33
<PAGE>
NBC learns of a potential corporate opportunity to both NBC and us, NBC has no
duty to communicate or present the opportunity to our management. NBC will have
no liability to us or our stockholders for breach of any fiduciary duty that may
be applicable to NBC as one of our major stockholders for acquiring or pursuing
any corporate opportunity for itself, directing the opportunity to another
person or company, or failing to communicate information about the opportunity
to us.

    Moreover, our certificate of incorporation provides that persons who are
directors or officers of us and also of NBC are deemed to have fully satisfied
their fiduciary duties to us with respect to corporate opportunities of NBC and
NBCi if they act consistently with the policy regarding corporate opportunities
set forth in our certificate of incorporation. In particular, a corporate
opportunity offered to any person who is a director, but not an officer, of us
and who is also a director or officer of NBC belongs to us only if offered in
writing to such person solely in his or her capacity as our director, and
otherwise such corporate opportunity belongs to NBC.

    These provisions are effective for so long as NBC owns at least 20% of our
common stock and at least one person who is one of our directors or officers is
also a director or officer of NBC. In addition, amendment of these provisions of
our certificate of incorporation in a manner adverse to NBC's interests requires
the approval of holders of at least 80% of our outstanding common stock.

    Although as our principal stockholder NBC has a significant financial
interest in our success, NBC also has the objective of maximizing value for its
parent company, General Electric, and the stockholders of GE. There may be
circumstances under which NBC's corporate objectives conflict with our
operations or strategy, and, except as may otherwise be required by law, NBC has
no obligation to act in a manner beneficial to us in the event of such a
conflict. For example, NBC has entered into a distribution and marketing
agreement with ValueVision International, Inc. with respect to its home shopping
and transactional television service, and an affiliate of NBC is a principal
shareholder of ValueVision. NBC is also the parent company of the CNBC cable
channel and owns 90% of CNBC.com LLC. Moreover, NBC distributes its owned and
licensed television programming and other content over a wide array of media in
varied formats, including videostreaming and other methods of distribution of
video content via the Internet, and there is no limitation on its ability to
continue to do so or to develop new methods of distribution or delivery or forms
of content independently from us. In addition, the value of NBC-IN.com will be
dependent on our ability to negotiate content and distribution relationships
with NBC's affiliated television stations, including the 13 stations owned and
operated by NBC. Although NBC is obligated to comply with the terms of the brand
integration and license agreement, we cannot assure you that NBC will not engage
in activities that are competitive with or otherwise negatively affect our
business. Any such action by NBC may seriously harm our business, operating
results and financial condition.

NBC'S RELATIONSHIPS WITH OUR STRATEGIC PARTNERS LIMIT OUR ABILITY TO ENTER INTO
  STRATEGIC RELATIONSHIPS AND TO PROVIDE NEWS, INCLUDING SPORTS AND BUSINESS
  NEWS, ON OUR WEB SITES

    NBC's relationships with our existing strategic partners and our future
relationships with partners may limit our ability to enter into other strategic
relationships or provide services that we might otherwise offer on our Web
sites. For example, NBC has a relationship with Microsoft that limits in
significant respects the ability of NBC and its affiliates to provide news,
including sports and business news, on any Web site other than MSNBC.com.
Consequently, our ability to develop and present news content on our sites is
limited, and our efforts must be consistent with these restrictions. In
addition, the ability of NBC and its affiliates to deliver business news video
on an interactive basis via the Internet is restricted by the terms of NBC's
joint ventures with Microsoft and Dow Jones. We may enter into similar or other
non-competition arrangements with strategic partners that may limit our ability
to engage in or provide some activities or services.

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<PAGE>
WE ARE SIGNIFICANTLY DEPENDENT UPON THE QUALITY OF THE NBC BRAND

    A deterioration in the quality or value of the NBC brand or the termination
of the brand integration and license agreement may seriously harm our business,
operating results and financial condition. Our licensed use of the NBC brand is
a critical aspect of our efforts to retain, attract and expand our user and
advertiser base, both through the advertising and promotion we will purchase on
the NBC television network as well as the inclusion of the NBC brand on our Web
sites. The television industry is characterized by a small number of
participants with significant financial resources and substantial experience in
a wide variety of media, and consequently is extremely competitive. The success
of each television network is often dependent upon its ability to deliver
programming that appeals to viewers. Television programming often requires
substantial lead time to develop and produce, and seasonal network schedules are
typically designed months before actually being aired. This limits a network's
flexibility to alter programming to respond to changes in viewers' tastes. The
relative ranking of television networks fluctuates continuously. Each network
conducts its own research and obtains research from third parties in order to
evaluate its appeal to a complex variety of demographic groups, and each network
uses this information to promote its television programming and negotiate
pricing with advertisers. While NBC has enjoyed significant success in broadcast
and cable television and we expect it to continue to devote efforts to
continuing this success, we cannot be assured that NBC television programming
will continue to appeal to viewers generally, or to the particular demographic
groups valued by advertisers. Consequently, we cannot predict the extent to
which use of the NBC brand will have a positive effect on our ability to attract
users and advertisers. In addition, NBC may terminate the brand integration and
license agreement if, among other reasons, its percentage ownership in us
declines to 5% or less, or if there is a change in control of us.

THE SIGNIFICANT INFLUENCE OF NBC AND ANTI-TAKEOVER PROVISIONS IN OUR CHARTER
  DOCUMENTS COULD NEGATIVELY IMPACT OUR STOCKHOLDERS

    NBC has significant influence with respect to our management and strategy.
As a result of NBC's influence, NBC is able to exercise effective control over
significant corporate transactions, which may delay or prevent a change in
control. NBC and its affiliates have enhanced voting rights with respect to the
approval of significant corporate acquisition transactions. In the event that a
third party initiates a tender offer for our common stock or we agree to enter
into any transaction that would result in a change of control, the limitations
on NBC's ability to acquire additional shares in us, to solicit proxies in
connection with an amendment to our certificate of incorporation or for the
election of Class A directors, or to propose to the holders of the Class A
common stock a merger, business combination or similar transaction terminate.
Moreover, NBC can terminate our use of the NBC trademarks and logos in the event
of a change of control of us. Other provisions of our charter documents could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. Any of these factors could impede or prevent
transactions that would cause a change in control in us. These anti-takeover
provisions might discourage bids for our common stock at a premium over the
common stock market price and adversely affect the trading price of our common
stock.

MARKET AND INDUSTRY RISKS

THE E-COMMERCE MARKET IS EXTREMELY COMPETITIVE AND ANY INCREASE IN COMPETITION
  COULD ADVERSELY AFFECT OUR ABILITY TO MAINTAIN OR IMPROVE OUR POSITION IN THE
  MARKET RELATIVE TO THAT OF OUR COMPETITORS

    The e-commerce market is extremely competitive, and we expect intense
competition from an ever increasing number of companies selling goods and
services over the Internet. These competitors include: traditional retailers,
various mail-order retailers, Internet-focused retailers, manufacturers that
sell directly over the Internet and many software companies. We expect new
competitors to emerge.

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<PAGE>
    Increased competition from these and other sources could require us to
respond by establishing pricing, marketing and other programs or seeking out
additional strategic alliances or acquisitions that may be less favorable to us
than we otherwise establish or obtain. Such outcomes could seriously harm our
business, prospects, financial condition and results of operations.

MARKET CONSOLIDATION HAS CREATED AND CONTINUES TO CREATE COMPANIES THAT ARE
  LARGER AND HAVE GREATER RESOURCES THAN US

    In the recent past, there have been a number of significant acquisitions and
strategic plans announced among and between our competitors, including:

    - America Online's acquisition of Netscape and its proposed merger with Time
      Warner, Inc.;

    - CMGI's acquisition of 83% of AltaVista;

    - Disney's acquisition of the remaining interest in Infoseek not already
      owned by Disney;

    - @Home Network's acquisition of Excite; and

    - Yahoo!'s acquisitions of GeoCities and Broadcast.com.

    The effects these completed and pending acquisitions and strategic plans
have on us cannot be predicted with accuracy, but some of these competitors are
aligned with companies that are larger or more well established than us. In
addition, these competitors include television broadcasters with access to
unique content and substantial marketing resources. As a result, these
competitors may have access to greater financial, marketing and technical
resources than us.

RECENT ALLIANCES HAVE RESULTED IN COMPETITORS OFFERING A BROADER VARIETY OF
  INTERNET RELATED SERVICES THROUGH MORE INTEGRATED WEB SITES AND THE USE OF
  PROMINENT SEARCH BUTTONS TO DIRECT TRAFFIC, WHICH MAY MAKE IT MORE DIFFICULT
  FOR INTERNET USERS TO FIND AND USE OUR PRODUCTS AND ONLINE PROPERTIES

    Recent acquisitions and alliances have resulted and will result in greater
competition as more users of the Internet consolidate to fewer services that
incorporate search and retrieval features. In addition, providers of software
and other Internet products and services are incorporating search and retrieval
features into their offerings. For example, Web browsers offered by Microsoft
and by America Online's Netscape increasingly incorporate prominent search
buttons that direct search traffic to competing services. These features could
make it more difficult for Internet users to find and use our products and
services.

    In the future, Netscape, Microsoft and other browser suppliers may also more
tightly integrate products and services similar to ours into their browsers or
their browsers' pre-set home pages. Microsoft recently announced that it will
feature and promote Internet search services provided by Alta Vista and signed a
long term partnership with LookSmart to provide directory services in the
Microsoft Network and other Microsoft online properties. Such search services
may be tightly integrated into future versions of the Microsoft operating
system, the Internet Explorer browser and other software applications, and
Microsoft may promote such services within the Microsoft Network or through
other Microsoft affiliated end-user services such as WebTV Networks. Each of
these situations creates a potential competitive advantage over us because
Internet navigational offerings of competitors may be more conveniently accessed
by users.

OUR SUCCESS WILL DEPEND UPON THE GROWTH IN THE USE OF THE INTERNET FOR
  E-COMMERCE TRANSACTIONS

    Our future success depends on the continued growth in the use of the
Internet and the Web for e-commerce transactions. Use of the Internet for retail
transactions is a recent development, and the continued demand and growth of a
market for services and products via the Internet is uncertain. The

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Internet may ultimately prove not to be a viable commercial marketplace for a
number of reasons, including:

    - unwillingness of consumers to shift their purchasing from traditional
      retailers to online purchases;

    - lack of acceptable security for data and concern for privacy of personal
      information;

    - limitations on access and ease of use;

    - congestion leading to delayed or extended response times;

    - inadequate development of Web infrastructure to keep pace with increased
      levels of use; and

    - increased or excessive government regulation.

    Because of these factors, we do not know whether our business model will
ultimately be viable and profitable. Also, in the future, some Internet access
providers may act to block or limit the use of e-mail for direct e-commerce
solicitations, whether at their own initiative or at the request of users. Our
members may also choose not to receive our e-mail offerings or may fail to
respond to such offerings. If these blocking or limiting programs become
popular, there could be a negative effect upon the viability of e-commerce on
the Web and on our business, results of operations and financial condition.

COMPETITION FOR QUALIFIED PERSONNEL IS INTENSE, AND THE LOSS OF KEY PERSONNEL
  AND OUR INABILITY TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL COULD
  HARM OUR RESULTS OF OPERATIONS

    Our success depends to a significant degree upon the contributions of our
executive management team, as well as our technical, marketing and sales
personnel. Due to the integration of the operations of our businesses, our
employees may have different job responsibilities and may be required to work
with new people. To date, we have experienced and may continue to experience
loss of key management and other personnel due to the change in job
responsibilities and work environment. Our employees may voluntarily terminate
their employment with us at any time. Our success will depend upon our ability
to attract and retain additional highly qualified management, technical, sales
and marketing and customer support personnel. Locating personnel with the
combination of skills and attributes required to carry out our strategy is often
a lengthy process. In addition, competition for qualified employees is intense,
specifically in the areas of Web site development, design and integration. The
loss of key personnel, or the inability to attract and retain additional,
qualified personnel, could significantly harm our results of operations.

THE YEAR 2000 PROBLEM COULD CAUSE OUR SOFTWARE PRODUCTS AND THOSE OF OUR
  SUPPLIERS TO MALFUNCTION, WHICH COULD PREVENT OR LIMIT ACCESS TO OUR ONLINE
  PROPERTIES AND COULD BE COSTLY TO REMEDY

    Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As a result, software that
records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. Residual Year 2000 problems may
result in miscalculations, data corruption, system failures or disruption of
operations. To date we have not experienced any significant Year 2000 problems
in our internal technology systems or with the vendors of systems we believe to
be critical to our business. In addition, we believe that it is unlikely we will
experience any significant Year 2000 problems in the future.

    However, our applications operate in complex network environments and
directly and indirectly interact with a number of other hardware and software
systems. We cannot predict whether Year 2000 unknown errors or defects that
affect the operation of software and systems that we use in operating our
businesses will arise in the future. If residual Year 2000 problems cause the
failure of any of the technology, software or systems necessary to operate our
business, we could lose customers, suffer significant disruptions in our
business, lose revenues and incur substantial liabilities and expenses. We

                                       37
<PAGE>
could also become involved in costly litigation resulting from Year 2000
problems. This could seriously harm our business, financial condition and
results of operations.

REGULATORY AND LEGISLATIVE RISKS

IMPOSITION OF NEW TAXES OR FEES BY FEDERAL, STATE OR FOREIGN GOVERNMENTS ON
  INTERNET TRANSACTIONS OR ON THE USE OF THE INTERNET AS A MEANS OF
  COMMUNICATION COULD ADVERSELY AFFECT US

    Imposition of sales or other similar taxes on our sales of merchandise in
states or countries where we ship goods could harm our results of operations.
Imposition of new taxes or fees by federal, state or foreign governments on
Internet transactions or on the use of the Internet as a means of communication
could also adversely affect us.

PRIVACY CONCERNS, GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD HAVE AN
  ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS

    Laws and regulations that apply directly to communications or commerce over
the Internet are becoming more prevalent. The most recent session of the United
States Congress resulted in Internet laws regarding privacy and the protection
of children, copyrights, taxation and the transmission of sexually explicit
material. The European Union recently enacted its own privacy regulations and
other countries may do so in the future. In addition, new laws may be adopted in
the United States and in other countries covering issues such as music
licensing, broadcast licensing fees and the characteristics and quality of
Internet services. Laws regulating the Internet, however, remain largely
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and how existing laws that govern intellectual
property, privacy, libel and taxation apply to the Internet. The development of
laws governing these areas, or the application to the Internet of existing laws
not designed for the Internet, may decrease the growth in the use of the
Internet. In addition, the growth and development of the e-commerce market may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on companies conducting
business online. The adoption or modification of laws or regulations relating to
the Internet could harm our business.

    The Federal Communications Commission is currently reviewing its regulatory
positions on data transmissions over telecommunications networks and could seek
to impose some form of telecommunications carrier regulation on
telecommunications functions of information services. State public utility
commissions generally have declined to regulate information services, although
the public service commissions of some states continue to review potential
regulation of such services. Future regulation or regulatory changes could have
an adverse effect on our business and results of operations.

TRADING RISKS

OUR STOCK PRICE MAY BE VOLATILE BASED ON A NUMBER OF FACTORS, SOME OF WHICH ARE
  NOT IN OUR CONTROL

    The trading price of our Class A common stock has been and may continue to
be highly volatile. For example, during the quarter ended March 31, 2000, the
closing price of our Class A common stock ranged from 100 5/32 to 37 3/4, and
subsequently closed at 17 3/16 on April 17, 2000. Our stock price could be
subject to wide fluctuations in response to a variety of factors, many of which
are out of our control, including:

    - actual or anticipated variations in quarterly operating results;

    - announcements of technological innovations;

    - new products or services offered by us or our competitors;

    - changes in financial estimates by securities analysts;

                                       38
<PAGE>
    - conditions or trends in the Internet industry and the portal and community
      services segment in particular;

    - our announcement of significant acquisitions, strategic partnerships,
      joint ventures or capital commitments;

    - additions or departures of key personnel; and

    - sales of securities by us or our stockholders, which could occur at any
      time after the closing of the transaction.

    In addition, The Nasdaq National Market, where most publicly held Internet
companies are traded, has recently experienced extreme price and volume
fluctuations. These fluctuations often have been unrelated or disproportionate
to the operating performance of these companies. The trading prices of many
Internet companies continue to trade at multiples of earnings or revenues
substantially above historic levels. These trading prices and multiples may not
be sustainable. These broad market and industry factors may cause the market
price of our Class A common stock to decline, regardless of our actual operating
performance. In the past, following periods of volatility in the market price of
an individual company's securities, securities class action litigation often has
been instituted against that company. This type of litigation, if instituted,
could result in substantial costs and a diversion of management's attention and
resources.

SALES OF SUBSTANTIAL AMOUNTS OF OUR CLASS A COMMON STOCK IN THE PUBLIC MARKET
  COULD LOWER OUR STOCK PRICE

    As of March 31, 2000 our directors and executive officers, including Chris
Kitze, together with CNET and NBC and their affiliates beneficially owned
approximately 58.4% of our outstanding common stock and sales of substantial
amounts of these shares in the public market or the prospect of these sales may
have depressed and may continue to depress the market price of our Class A
common stock and impair our ability to sell equity or equity securities in the
future at a time and price that we deem appropriate.

    In addition, we issued 4,083,021 shares of our Class A common stock, or
approximately 6.7% of our outstanding common stock, pursuant to an exemption by
reason of Section 3(a)(10) of the Securities Act, in exchange for the
outstanding capital stock of AllBusiness. These shares remain subject to
specific contractual restrictions, but the sale of these shares when free of
restriction, or the sale of shares issued in connection with other closed,
pending or potential acquisitions or investments, or the prospect of any of
these sales, could further depress the market price of our Class A common stock
and also impair our ability to sell equity or equity securities in the future or
at a time and price that we deem appropriate.

THE TRACES TRANSACTION COULD CAUSE OUR STOCK PRICE TO DECLINE

    The market price volatility of our Class A common stock could increase or
the price could become depressed if investors sell their shares of our Class A
common stock in anticipation of the potential distribution into the market of
additional shares of Class A common stock as a result of the delivery of shares
of Class A common stock under the terms of the Trust Automatic Common Exchange
Securities, or TRACES, by the Automatic Common Exchange Securing Trust, by the
possible sale of shares of Class A common stock by investors who view the TRACES
as a more attractive means of equity participation in us and by hedging or
arbitrage trading activity that may develop involving the TRACES and the
Class A common stock.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    In March 1999, Snap filed a complaint against CityAuction, Inc. and
Ticketmaster Online-CitySearch in connection with an agreement entered into
between Snap and CityAuction to promote CityAuction's

                                       39
<PAGE>
online auction site in exchange for monetary compensation and warrants to
purchase shares of CityAuction. This matter was pending in Superior Court in San
Francisco, California. In April 2000, Snap, CityAuction, Inc. and Ticketmaster
Online-CitySearch settled the litigation under confidential terms.

    International Microcomputer Software, Inc. ("IMSI") has notified NBCi in a
letter dated February 8, 2000 that it intends to make a claim for
indemnification pursuant to a contract with Xoom.com in connection with a
$2.6 million judgment entered in favor of Imageline. The judgment resulted from
an arbitration award pertaining to a contract between Imageline and IMSI. NBCi
has notified IMSI that it denies any duty to indemnify IMSI in connection with
its contractual dispute with Imageline. Additional third parties may ask NBCi to
indemnify them in connection with disputes with Imageline.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    In February 2000, the Company issued an aggregate of 123,737 shares of its
Class A common stock in exchange for the outstanding capital stock of Catalyst
Advisors, Inc. The shares were issued pursuant to an exemption by reason of
Section 4(2) of the Securities Act of 1933. These sales were made without
general solicitation or advertising. Each purchaser was an accredited investor
or a sophisticated investor (either alone or through its representative) with
access to all relevant information necessary.

    In March 2000, the Company issued an aggregate of 5,080,917 shares of its
Class A common stock in exchange for the outstanding capital stock of
AllBusiness.com, Inc. The shares were issued pursuant to an exemption by reason
of Section 3(a)(10) of the Securities Act of 1933, after the Company obtained a
permit for the issuance of the shares pursuant to a fairness hearing held by the
California Commissioner of Corporations. These sales were made without general
solicitation or advertising.

    In March 2000, the Company issued an aggregate of 150,978 shares of its
Class A common stock and 43,142 options to purchase shares of Class A common
stock in exchange for the outstanding capital stock and stock options of Husdawg
Communications, Inc. The shares were issued pursuant to an exemption by reason
of Section 4(2) of the Securities Act of 1933. These sales were made without
general solicitation or advertising. Each purchaser was an accredited investor
or a sophisticated investor (either alone or through its representative) with
access to all relevant information necessary.

    In March 2000, the Company issued an aggregate of approximately 268,900
shares of its Class A common stock to William Lansing as inducement for his
entering into employment with the Company and in connection with his appointment
as Chief Executive Officer. 50% of the shares shall vest on the second
anniversary of the date of Mr. Lansing's employment agreement and the remaining
50% of the shares shall vest on the third anniversary of the date of
Mr. Lansing's employment agreement. The shares were issued pursuant to an
exemption by reason of Section 4(2) of the Securities Act of 1933. These sales
were made without general solicitation or advertising. Mr. Lansing was an
accredited investor or a sophisticated investor (either alone or through his
representative) with access to all relevant information necessary.

ITEM 5.  OTHER INFORMATION

        (a) Adoption of 2000 Non-Qualified Stock Option Plan

    On May 1, 2000, NBCi's board of directors adopted the NBC Internet, Inc.
2000 Non-Qualified Stock Option Plan. The following is a summary of the
principal features of this stock option plan. This summary does not purport to
be a complete description of all the provisions of the stock option plan.

    PURPOSES

    The purposes of the stock option plan are to promote the interests of NBCi
and its stockholders by:

    - attracting and retaining exceptional employees and consultants of NBCi and
      its subsidiaries;

                                       40
<PAGE>
    - motivating those individuals with performance-related incentives to
      achieve longer-range performance goals; and

    - enabling those individuals to participate in the long-term growth and
      financial success of NBCi.

    ADMINISTRATION/ELIGIBLE PARTICIPANTS

    This stock option plan is administered by an administrator, defined as the
board of directors of NBCi or one or more committees designated by the board of
directors. The current administrator of the stock option plan is the
compensation committee.

    Directors and officers of NBCi are not eligible to become participants in
this stock option plan. Any employee or consultant to NBCi or any of its
subsidiaries, other than a director or officer of NBCi, is eligible to be
designated a participant under this stock option plan.

    The committee has the authority to determine the participants to whom
options shall be granted under the stock option plan. The board of directors of
NBCi may delegate to one or more officers of NBCi the authority to grant
options.

    NUMBER OF SHARES AUTHORIZED UNDER THE STOCK OPTION PLAN

    The stock option plan currently authorizes the grant of options for up to
2,000,000 shares of NBCi's Class A common stock. The number of shares reserved
for issuance under the stock incentive plan is subject to adjustment to avoid
dilution or enlargement of intended benefits in the event of certain significant
corporate events.

    All awards under the stock option plan will be in the form of nonqualified
stock options.

    SUBSTITUTE AWARDS

    Options may be awarded under the stock option plan in assumption of, or in
substitution for, outstanding stock-based awards previously granted by NBCi or
its affiliates or a company acquired by NBCi or its affiliates with which NBCi
or its affiliates combines. The number of shares underlying any such assumed or
substitute options will be counted towards the aggregate number of shares of
Class A common stock available for grant under options granted under this stock
option plan.

    TERMS AND CONDITIONS OF AWARDS UNDER THE STOCK OPTION PLAN

    Options granted under the stock option plan will be subject to the terms and
conditions, vesting requirements, form and timing of exercise, as applicable, as
may be determined by the administrator and specified in the applicable award
agreement or thereafter; provided that the exercise price per share of any
option granted under the stock option plan may not be less than 85% of the fair
market value per share on the date of grant.

    Payment in respect of the exercise of an option granted under the stock
option plan may be made:

    - in cash or its equivalent;

    - through the delivery of a promissory note with such recourse, interest,
      security and redemption provisions as the administrator deems appropriate;

    - by exchanging shares of Class A common stock;

    - subject to such rules as may be established by the administrator, through
      delivery of irrevocable instructions to a broker to sell the shares being
      acquired upon exercise of the option and to deliver to NBCi an amount
      equal to the aggregate exercise price; or

                                       41
<PAGE>
    - by any combination of the foregoing, provided that the combined value of
      the consideration received is at least equal to the aggregate exercise
      price of the option.

    TRANSFERABILITY

    The administrator has the discretion under the stock option plan to provide
that options granted under the stock option plan may be transferred without
consideration to certain family members or trusts, partnerships or limited
liability companies in which the original grantee or his or her family members
own a 50% beneficial interest or a 50% voting interest.

    CHANGE IN CONTROL

    In the event of a change in control, as defined below, each currently
outstanding option under the stock option plan automatically will have its
vesting accelerated by 12 months on the effective date of the corporate
transaction. Upon consummation of the corporate transaction, all outstanding
options will terminate unless such option is assumed or replaced with a
comparable award or cash incentive program by the successor corporation or its
affiliates or such award is purchased for cash. If within 12 months of a change
in control, a participant is subsequently terminated or leaves for good reason,
each outstanding option of the participant will become fully vested and
exercisable.

    Under the stock option plan a "change in control" is defined as any merger,
consolidation or other form of business combination in which the stockholders of
NBCi do not own at least 50% of the combined voting power in the surviving
entity, the acquisition of 50% of the total combined voting power of NBCi's
outstanding securities or a change in a majority of the board of directors over
a period of three years by reason of one or more contested elections, except
that any increase in securities ownership by NBC or its successors does not
constitute a change in control.

    The stock option plan also provides for the accelerated vesting of
outstanding options held by participants primarily in the service of an
affiliated entity of NBCi, upon the sale, merger, consolidation or sale of
substantially all of the assets of such entity.

    AMENDMENT TO STOCK OPTION PLAN

    The board of directors of NBCi may amend, suspend or terminate the stock
option plan; provided that no amendment or termination will be made without
stockholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the stock option plan. In addition, no
action that would adversely affect the rights of any participant to options
previously granted under the stock option plan will be effective without the
participant's consent.

    FEDERAL INCOME TAX CONSEQUENCES RELATING TO STOCK OPTIONS

    The following summary of the federal income tax consequences of the grant
and exercise of nonqualified stock options awarded under the stock option plan,
and the disposition of shares of Class A common stock purchased pursuant to the
exercise of such stock options, is intended to reflect the current provisions of
the Internal Revenue Code and the regulations thereunder.

    This summary is not intended to be a complete statement of applicable law,
nor does it address state and local tax considerations.

    No income will be realized by an optionee when a nonqualified stock option
is granted. Upon exercise of a nonqualified stock option, the optionee will
recognize ordinary compensation income in an amount equal to the excess, if any,
of the fair market value of the underlying stock over the option exercise price
at the time of exercise, referred to as the "spread". The spread will be
deductible by NBCi for federal income tax purposes. The optionee's tax basis in
the underlying shares acquired by exercise of a nonqualified stock option will
equal the exercise price plus the amount taxable as compensation to the
optionee. Upon sale of

                                       42
<PAGE>
the shares received by the optionee upon exercise of the nonqualified stock
option, any gain or loss is generally long-term or short-term capital gain or
loss, depending on the holding period. The optionee's holding period for shares
acquired pursuant to the exercise of a nonqualified stock option will begin on
the date of exercise of such option.

    The payment by an optionee of the exercise price, in full or in part, with
previously acquired shares of Class A common stock will not affect the tax
treatment of the exercise described above. No gain or loss generally will be
recognized by the optionee upon the surrender of the previously acquired shares
to NBCi, and shares received by the optionee, equal in number to the previously
surrendered shares of Class A common stock, will have the same tax basis as the
shares surrendered to NBCi and will have a holding period that includes the
holding period of the shares surrendered. The value of the shares of Class A
common stock received by the optionee in excess of the number of shares
surrendered to NBCi will be taxable to the optionee. Such additional shares of
Class A common stock will have a tax basis equal to the fair market value of
such additional shares as of the date ordinary income is recognized, and will
have a holding period that begins on the date ordinary income is recognized.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) EXHIBITS

    The exhibits listed in the accompanying Index to Exhibits are filed as part
of this Report of Form 10-Q.

    (b) REPORTS ON FORM 8-K

    The Company filed the following reports on Form 8-K during the three months
ended March 31, 2000.

    1.  On January 12, 2000, the Company filed a report on Form 8-K/A-3 related
to the NBCi transactions. This amendment was filed for the purpose of including
financial statements and pro forma financial information and should be read in
conjunction with the Form 8-K dated as of December 1, 1999.

    2.  On January 24, 2000, the Company filed a report on Form 8-K announcing
its financial results for the three months ended December 31, 1999.

    3.  On January 27, 2000, the Company filed a report on Form 8-K announcing
its financial results for the three months and year ended December 31, 1999.

    4.  On February 2, 2000, the Company filed a report on Form 8-K announcing
it had entered into an agreement to acquire AllBusiness.com.

    5.  On March 28, 2000 the Company filed a report on Form 8-K announcing the
appointment of William Lansing as Chief Executive Officer, and the appointment
of former Chief Executive Officer, Chris Kitze, as Vice Chairman.

                                       43
<PAGE>
                                   SIGNATURE

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

<TABLE>
<S>                                          <C>  <C>
                                             NBC INTERNET, INC.

Date: May 11, 2000

                                             By:               /S/ ANTHONY ALTIG
                                                  ------------------------------------------
</TABLE>

                                       44
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                          SEQUENTIALLY
       EXHIBIT                                                                              NUMBERED
       NUMBER           DOCUMENT                                                              PAGE
---------------------   --------                                                          ------------
<C>                     <S>                                                               <C>
         2.1            Agreement and Plan of Contribution and Merger dated as of
                          May 9, 1999 by and among the Registrant, Xoom.com, Inc.,
                          CNET, Inc., Snap! LLC and Xenon 3, Inc.(1)................

         2.2            First Amendment to Agreement and Plan of Contribution and
                          Merger dated as of October 20, 1999 by and among the
                          Registrant, Xoom.com, Inc. CNET, Inc., Snap! LLC and Xenon
                          3, Inc.(1)................................................

         2.3            Second Amended and Restated Agreement and Plan of
                          Contribution, Investment and Merger dated July 8, 1999 by
                          and among the Registrant, National Broadcasting Company,
                          Inc., GE Investments Subsidiary, Inc., Neon Media
                          Corporation and Xoom.com, Inc.(1).........................

         2.4            First Amendment to Second Amended and Restated Agreement and
                          Plan of Contribution, Investment and Merger dated October
                          20, 1999 by and among the Registrant, National
                          Broadcasting Company, Inc., GE Investments Subsidiary,
                          Inc., Neon Media Corporation and Xoom.com, Inc.(1)........

         3.1            Restated Certificate of Incorporation of the
                          Registrant(2).............................................

         3.2            Amended and Restated Bylaws of the Registrant(2)............

         4.1            Reference is made to Exhibits 3.1 and 3.2...................

         4.2            Specimen Stock Certificate of the Registrant(1).............

        10.1            Form of Indemnification Agreement between the Registrant and
                          each of its executive officers and directors(1)...........

        10.2            Agreement of Sublease between Xoom.com, Inc. and Cornerstone
                          Internet Solutions Company d/b/a USWeb Cornerstone dated
                          August 1, 1998(1).........................................

        10.3            Assignment of Lease by Xaos Tools, Inc. and Acceptance of
                          Assignment and Assumption of Lease by Xoom.com, dated July
                          31, 1998(1)...............................................

        10.4            Office Lease for One Beach Street, San Francisco, California
                          between No. 1 Beach Street, LLC and CNET, Inc. dated
                          September 24, 1997(1).....................................

        10.5            Governance and Investor Rights Agreement between the
                          Registrant and National Broadcasting Company, Inc.(3).....

        10.6            Standstill Agreement between the Registrant and CNET,
                          Inc.(3)...................................................

        10.7            Brand Integration and License Agreement between NBC
                          Multimedia, Inc. and National Broadcasting Company, Inc.,
                          dated May 8, 1999(1)......................................

        10.8            Stock Option Agreement between Xoom.com, Inc. and National
                          Broadcasting Company, Inc., dated May 9, 1999(1)..........

        10.9            Voting Agreement among Xoom.com, Inc., National Broadcasting
                          Company, Inc., CNET, Inc., Chris Kitze and Flying Disc
                          Investments Limited Partnership, dated May 9, 1999(1).....

        10.10           Voting and Right of First Offer Agreement between National
                          Broadcasting Company, Inc. and CNET, Inc.(3)..............

        10.11           Loan Agreement between Xoom.com, Inc. and Sand Hill Capital,
                          LLC, dated as of November 3, 1998(1)......................
</TABLE>

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                                                                          SEQUENTIALLY
       EXHIBIT                                                                              NUMBERED
       NUMBER           DOCUMENT                                                              PAGE
---------------------   --------                                                          ------------
<C>                     <S>                                                               <C>
        10.12           Amended and Restated Letter Agreement between Bank of
                          America National Trust and Savings Association and Snap!
                          LLC, dated September 14, 1999(1)..........................

        10.13           Agreement of Lease between Eleven Penn Plaza LLC and
                          Xoom.com, Inc., dated March 16, 1999(1)...................

        10.14           Preferred Carriage Agreement by and between CNET, Inc.,
                          National Broadcasting Company, Inc., NBC Multimedia, Inc.
                          and Snap! LLC., dated June 30, 1998(1)...................

        10.15           Addendum to Preferred Carriage Agreement between CNET, Inc.
                          and Snap! LLC, dated June 30, 1998(1).....................

        10.16           Addendum to the Snap Agreements by and among CNET, Inc.,
                          National Broadcasting Company, Inc., NBC Multimedia, Inc.
                          and Snap! LLC., dated May 9, 1999(1).....................

        10.17           Form of Severance Agreement by and between Xoom.com, Inc.
                          and Laurent Massa(1)......................................

        10.18           1999 Stock Incentive Plan(1)................................

        10.19           Stock Purchase Agreement by and between Xoom.com, Inc. and
                          National Broadcasting Company, Inc., dated June 11,
                          1999(1)...................................................

        10.24           Employment Agreement by and between Xoom.com, Inc. and John
                          Harbottle, dated August 4, 1998(1)........................

        10.25           Advertising Agreement between the Registrant and National
                          Broadcasting Company, Inc.(3).............................

        10.26           Registration Rights Agreement by and among the Registrant,
                          CNET, Inc., National Broadcasting Company, Inc., GE
                          Investments Subsidiary, Inc., Flying Disc Investments
                          Limited Partnership and Chris Kitze(3)....................

        10.27           $39,477,953 Subordinated Zero Coupon Convertible Debenture
                          due 2006(3)...............................................

        10.28           $447,416,805 Subordinated Zero Coupon Convertible Debenture
                          due 2006(3)...............................................

        10.29           $340,000,000 Term Note(3)...................................

        10.30           Office Lease for 225 Bush Street, San Francisco, California
                          between OAIC Bush Street, LLC and Xoom.com, Inc. dated
                          August 13, 1999(1)........................................

        10.31           Letter Agreement by and between Xoom.com, Inc. and Edmond
                          Sanctis, dated October 19, 1999(3)........................

        10.32           Letter Agreement by and between Xoom.com, Inc. and Alan
                          Braverman, dated November 12, 1999(3).....................

        10.33           Letter Agreement by and between Xoom.com, Inc. and John
                          McMenamin, dated November 17, 1999(3).....................

        10.34           1999 Employee Stock Purchase Plan(3)........................

        10.35           Employment Agreement by and between NBC Internet, Inc. and
                          William Lansing, dated March 23, 2000.....................

        10.36           2000 Non-Qualified Stock Option Plan and form stock option
                          agreement.................................................

        21.1            Subsidiaries of the Registrant(3)...........................
</TABLE>

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                                                          SEQUENTIALLY
       EXHIBIT                                                                              NUMBERED
       NUMBER           DOCUMENT                                                              PAGE
---------------------   --------                                                          ------------
<C>                     <S>                                                               <C>
        27.1            Financial Data Schedule of NBC Internet, Inc................
</TABLE>

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

(1) Incorporated by reference to the Registrant's Registration Statement on
    Form S-4 (Registration No. 333-82639) on July 12, 1999

(2) Incorporated by reference to the Registrant's Registration Statement on
    Form S-8 (Registration No. 333-91715) on November 29, 1999.

(3) Incorporated by reference to the Registrant's Registration Statement on
    Form S-1 (Registration No. 333-94655) on January 14, 2000.

                                       47