##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, DC 20549
      FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the Year Ended
    December 31, 2006Commission file
    number 333-99939ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934       ZIFF DAVIS HOLDINGS
    INC.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other
    Jurisdiction of
    Incorporation or Organization)

36-4335050(I.R.S. Employer
    Identification No.)   28 East 28th Street
 New York, New York 10016
 (Address of Principal Executive
    Offices and Zip Code)
      (212)
    503-3500
 (Registrants Telephone
    Number, Including Area Code)
  Shares registered pursuant to Section 12(b) of the Act:
 Shares registered pursuant to Section 12(g) of the
    Act:
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



ZIFF
    DAVIS HOLDINGS INC.
  
  PagePART IItem 1.

Business


2Item 1A.

Risk
    Factors


10Item 1B.

Unresolved Staff
    Comments


17Item 2.

Properties


17Item 3.

Legal
    Proceedings


17Item 4.

Submission of
    Matters to a Vote of Security Holders


18PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


18Item 6.

Selected Financial
    Data


18Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


20Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk


31Item 8.

Financial Statements
    and Supplementary Data


33Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


81Item 9A.

Controls and
    Procedures


81Item 9B.

Other
    Information


81PART IIIItem 10.

Directors, Executive
    Officers and Corporate Governance


82Item 11.

Executive
    Compensation


85Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


93Item 13.

Certain
    Relationships and Related Transactions and Director
    Independence


95Item 14.

Principal Accounting
    Fees and Services


97PART IVItem 15.

Exhibits and
    Financial Statement Schedules


99SIGNATURES


103EX 
    10.46: Executive Agreement by and between Ziff Davis Media
    Inc. and Mr. Mark Moyer dated November 13, 2006EX 
    31.1: CERTIFICATION


104EX 
    31.2: CERTIFICATION


105EX 
    32.1: CERTIFICATION


106EX 
    32.2: CERTIFICATION


107EX-10.40: EXECUTIVE AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I  Important Note:
  ITEM 1.
    BUSINESS    Background
    and Organization
  business-to-business
    General
    PC Magazine, eWEEK, Baseline, CIO
    Insight, Electronic Gaming Monthly (EGM), Games for Windows: The Official Magazine. PC Magazine eWEEK
  PC Magazine eWEEK
 2




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##### Table of Contents



business-to-business
    Consumer/Small
    Business Group
  PC Magazine Sync ExtremeTech
  PC
    Magazine
  First

FrequencyIssue

per Year

Primary Audience

Circulation

Rate BasePC Magazine


1981



22



Consumer/Business



Paid



700,000   PC Magazine PC Magazine PC
    Magazine PC Magazine PC Magazine PC Magazine
      Website Address

Page Views


Unique Visitorswww.pcmag.com


28,505,500



4,453,300www.extremetech.com


7,938,800



1,431,000Other Consumer/Small Business
    Group Sites


1,247,900



527,400Total*


37,692,200



6,411,700     *
    
    Unadjusted for duplication of unique visitors between all sites.  PC Magazine
 3




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##### Table of Contents



four-day
  Enterprise
    Group
  eWEEK, CIO Insight Baseline
    First


FrequencyMagazine Title

Issue


per Year


Primary Audience


Circulation


Rate BaseeWEEK


1983



45



Business



Controlled



400,100CIO Insight


2001



13



Business



Controlled



50,000Baseline


2001



13



Business



Controlled



125,000   eWEEK eWEEK eWEEK eWEEK eWEEK
  CIO Insight CIO Insight CIO Insight
 4




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##### Table of Contents



Baseline Baseline Baseline
  e-commerce
    Website Address

Page Views


Unique Visitorswww.eweek.com


5,591,900



1,431,100www.cioinsight.com


519,400



119,900www.baselinemag.com


415,200



119,400Other targeted B2B Sites*


4,013,200



1,649,200Total**


10,539,700



3,319,600     *
    
    Includes sites such as webbuyersguide.com, microsoft-watch.com,
    channelinsider.com, devsource.com, and other targeted sites.**
    
    Unadjusted for duplication of unique visitors between all sites.  24/7 eWEEK CIO Insight Baseline.
     5




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##### Table of Contents



Game
    Group
  EGM Games for Windows: The Official Magazine Computer Gaming World Games for Windows: The Official Magazine. Official U.S. PlayStation Magazine 18-to-34 year difficult-to-reach
  up-to-the-minute
    Website Address

Page Views


Unique Visitorswww.1up.com


22,795,900



3,038,400www.filefront.com


68,109,500



8,728,100Other Game Group websites


5,851,000



1,522,100Total*


96,756,400



13,298,000     *
    
    Unadjusted for duplication of unique visitors between all sites.    First


FrequencyMagazine Title

Issue


per Year


Primary Audience

Circulation

Rate BaseEGM


1988



12


Consumer

Paid


575,000Games for Windows: The Official
    Magazine


1981



11


Consumer

Paid


225,000
*Official U.S. Playstation
    Magazine**


1997



12


Consumer

Paid


300,000
*     *
    
    Target circulation; no rate base is claimed for these
    publications.**
    
    Official U.S. PlayStation Magazinewas discontinued
    in January 2007. 6




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##### Table of Contents



EGM
  Games for Windows: The Official Magazine Computer Gaming World Games for
    Windows: The Official Magazine.
  Revenue
    Advertising.
  Subscriptions.
  Newsstand.
  Other Revenue Sources.
  Operating
    Costs
        Circulation
   7




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##### Table of Contents



and/or Official U.S. PlayStation Magazine
      Customers
  Hewlett-Packard,
    Competition
      
    editorial quality;
    quantity and quality of circulation; 8




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##### Table of Contents




    the strength of complementary products serving the same niche;
    the effectiveness of sales, research efforts and customer
    service;
    advertising rates; and
    the quality of leads generated.    Certain
    License Agreements and Service Contracts
  Games for
    Windows: The Official Magazine
  Official U.S. PlayStation Magazine
  Xbox
    Nation
  GMR GMR
    Trademarks
    and Intellectual Property Rights
      Employees
   9




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##### Table of Contents



Forward-Looking
    Statements
  Form 10-K forward-looking forward-looking forward-looking
  forward-looking Form 10-K Form 10-K forward-looking Forward-looking Form 10-K. forward-looking Form 10-K
    Certain
    Risk Factors
 Item 1A.  Risk
    Factors  Form 10-K,
  Risks
    Related to Our Financial Structure
  Our indebtedness could make it difficult for us to satisfy
    our obligations with respect to our long-term debt and preferred
    stock and reduce the cash available to finance our
    growth.
   10




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##### Table of Contents




    make it more difficult for us to satisfy our obligations with
    respect to the Notes;
    increase our vulnerability to general adverse economic and
    industry conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flow to fund our
    operations;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the publishing industry generally;
    place us at a competitive disadvantage compared to our
    competitors that have less debt;
    limit, along with the financial and other restrictive covenants
    in our indebtedness, among other things, our ability to borrow
    additional funds, make acquisitions or invest in new
    products; and
    if we fail to comply with those covenants, trigger an event of
    default under the agreements governing our indebtedness that, if
    not cured or waived, could have a material adverse effect on us.    To service our indebtedness, we will require a significant
    amount of cash. Our ability to generate cash depends on many
    factors beyond our control.
      An increase in short-term interest rates could adversely
    affect our cash flows.
   11




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##### Table of Contents



If Ziff Davis Holdings does not receive loans, advances or
    dividends from its subsidiaries, Ziff Davis Holdings may be
    unable to redeem or pay accrued dividends on its preferred
    stock.
    We may not be able to finance a change of control
    offer.
    If there is a default, proceeds from sales of the
    collateral may not be sufficient to repay the holders of the
    Notes.
       12




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The guarantees of the Notes and the liens securing the
    guarantees of the Secured Notes may not be enforceable because
    of fraudulent conveyance laws.
    
    incurred the guarantee of the Notes or granted the lien with the
    intent of hindering, delaying or defrauding current or future
    creditors;
    received less than reasonably equivalent value or fair
    consideration for incurring the guarantee of the Notes or
    granting the lien;
    was insolvent or was rendered insolvent;
    was engaged, or about to engage, in a business or transaction
    for which its remaining assets constituted unreasonably small
    capital to carry on its business; or
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay as such debts matured (as all of the
    foregoing terms are defined in or interpreted under the relevant
    fraudulent transfer or conveyance statutes);    Our controlling stockholder may have interests that
    conflict with the interests of other investors.
    Stockholders proportional equity interest in Ziff
    Davis Holdings could be reduced in the future.
   13




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##### Table of Contents



Because there is no public market for the Notes, you may
    not be able to resell your Notes.
    
    the liquidity of any trading market that may develop;
    the ability of holders to sell their Notes; or
    the price at which the holders would be able to sell their Notes.    We depend on advertising as a principal source of revenue,
    which decreases during economic cycle downturns and fluctuates
    due to seasonal buying.
  and/or
  If the U.S. economy worsens, we may have to implement
    further cost saving efforts to achieve the benefits we expect,
    which could result in further restructuring charges and
    materially impact our business.
  GMR Xbox Nation Sync ExtremeTech
 14




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##### Table of Contents



Official U.S. PlayStation Magazine
  We may not be able to protect our intellectual
    property.
  and/or
  Our business might suffer if we fail to retain our senior
    management or to recruit and retain key personnel.
    New product launches or acquired products may reduce our
    earnings or generate losses.
      We face significant competition for advertising and
    circulation.
  PC
    Magazine PC
    World
 15




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##### Table of Contents



Our principal vendors are consolidating and this may
    adversely affect our business and operations.
    
    decreased competition, which may lead to increased prices;
    interruptions and delays in services provided by such
    vendors; and
    greater dependence on certain vendors.  We may be adversely affected by fluctuations in paper and
    postage costs.
      We may be adversely affected by a continued weakening of
    newsstand sales.
    Our websites and networks may be vulnerable to
    unauthorized persons accessing our systems, which could disrupt
    our operations and result in the theft of our and our
    users proprietary or personal information.
    Our business involves risks of liability claims for
    publication and website content or technology, which could
    result in significant liability.
    
    defamation;
    negligence;
    copyright, patent or trademark infringement;
    use or failure to protect personal information about our users
    collected on our websites or through subscriptions;
    other claims based on the nature and content of the materials
    published or distributed. 16




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##### Table of Contents



If we fail to maintain an effective system of internal
    controls, we may not be able to accurately report our financial
    results.
   ITEM 1B.  UNRESOLVED
    STAFF COMMENTS



Not applicable  ITEM 2.
    PROPERTIES  Properties
    Lease


ApproximateExpiration


Square FeetNew York, New York (Headquarters)


2019



144,000San Francisco, California


2010



35,000Woburn, Massachusetts


2008



4,300   and/or
  ITEM 3.
    LEGAL
    PROCEEDINGS  PC Magazine. PC Magazine
 17




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES        ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K, Form 10-K,
 18




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##### Table of Contents



Form 10-K.
  ZIFF
    DAVIS HOLDINGS INC.
    SELECTED FINANCIAL DATA
  Year ended December 31,2006


2005


2004


2003


2002(2)(in thousands of dollars)Statement of Operations
    Data(1):Revenue, net

$
181,017


$
187,611


$
204,477


$
194,107


$
209,037Operating expenses:Cost of production


48,991



51,834



59,743



60,622



75,835Selling, general and
    administrative expenses


104,893



117,688



110,939



98,973



125,171Depreciation and amortization of
    property, equipment and intangible assets


7,628



5,831



6,202



10,793



18,851Amortization of intangible assets


17,908



16,384



15,226



15,108



18,919Restructuring charges, net(3)


510



2,967



5,491



(6,238
)


48,950Loss in equity investment


322



56











Write-down of intangible assets(4)


4,064















79,241Acquisition related compensation


3,107















Transaction related expenses


409















Total operating expenses


187,832



194,760



197,601



179,258



366,967Income (loss) from operations

$
(6,815
)

$
(7,149
)

$
6,876


$
14,849


$
(157,930
)Net loss(2)

$
(133,750
)

$
(118,075
)

$
(85,186
)

$
(1,909
)

$
(196,840
)Cash Flows and Other
    Data(1):Cash Flows:Operating

$
(11,820
)

$
(8,803
)

$
9,801


$
8,535


$
(48,002
)Investing


(6,985
)


(12,530
)


(8,982
)


2,411



(1,013
)Financing






22,915



(15,535
)


(4,928
)


70,349Capital expenditures


6,928



6,542



5,849



2,518



2,567Balance Sheet Data(1) (At End
    of Period):Cash and cash equivalents

$
15,369


$
34,174


$
32,592


$
47,308


$
41,290Total assets


299,778



344,755



352,302



376,908



394,412Total long-term debt


369,764



357,458



308,857



309,031



301,266Redeemable preferred stock


996,578



899,533



814,549



739,602



673,577Total stockholders deficit(2)

$
(1,200,362
)

$
(1,066,612
)

$
(948,537
)

$
(863,351
)

$
(796,763
)     (1)
    
    The financial information presented
    is for Ziff Davis Holdings. See Note 19 to our Consolidated
    Financial Statements for condensed consolidating financial
    information for Ziff Davis Media and our subsidiary guarantors.(2)
    
    The Company adopted SFAS
    No. 150 on January 1, 2004.(3)
    
    The restructuring charges incurred
    in 2002, 2004 and 2005 were primarily related to the closure of
    magazines. They include the write-off of intangible assets,
    severance costs and costs to exit certain activities, such as
    facilities closure costs. The credit 19




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incurred in 2003 represents a
    reversal of a portion of the prior years accruals
    primarily relating to adjustments to our estimated future real
    estate lease costs after excess vacant space was sublet.(4)
    
    Reflects asset impairment charges
    primarily related to the closure of magazines.   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K Form 10-K
  Overview
  business-to-business
      PC Magazine Sync ExtremeTech
  eWEEK, CIO Insight Baseline face-to-face
  EGM Games for Windows: The Official Magazine Computer Gaming World Games for Windows: The Official Magazine. Official U.S. PlayStation Magazine
     20




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##### Table of Contents



Technology
    Sector and Economic Trends
      Results
    of Operations  Year Ended December 31, 2006
    Compared to Year Ended December 31, 2005
    Year ended


Year endedDecember 31,


December 31,2006


2005Revenue, net

$
181,017


$
187,611Operating expenses:Cost of production


48,991



51,834Selling, general and
    administrative expenses


104,893



117,688Depreciation and amortization of
    property and equipment


7,628



5,831Amortization of intangible assets


17,908



16,384Restructuring charges, net


510



2,967Impairment charge


4,064



Acquisition related compensation


3,107



Transaction related expenses


409



Loss in equity investment


322



56Total operating expenses


187,832



194,760Income (loss) from operations


(6,815
)


(7,149
)Interest expense, net


(126,823
)


(110,711
)Loss before income taxes


(133,638
)


(117,860
)Income tax provision


112



215Net loss

$
(133,750
)

$
(118,075
)   Revenue,
    Net
     21




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PC
    Magazine Sync ExtremeTech
    Official
    U.S. PlayStation Magazine
  Cost
    of Production
    PC Magazine Sync Extreme Tech
    Official
    U.S. PlayStation Magazine
  Selling,
    General and Administrative Expenses
    PC
    Magazine Sync Extreme Tech
     22




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Official
    U.S. PlayStation Magazine
  Depreciation
    and amortization
    Restructuring
    charges, net
  Official U.S. PlayStation Magazine
        Sync ExtremeTech
  Impairment
    charge
  Official U.S. PlayStation Magazine
  Acquisition
    related compensation
    Interest
    expense, net
  3-month
 23




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##### Table of Contents



Income
    taxes
    Results
    of Operations  Year ended December 31, 2005
    compared to year ended December 31, 2004.
    Year ended


Year endedDecember 31,


December 31,2005


2004Revenue, net

$
187,611


$
204,477Operating expenses:Cost of production


51,834



59,743Selling, general and
    administrative expenses


117,688



110,939Depreciation and amortization of
    property and equipment


5,831



6,202Amortization of intangible assets


16,384



15,226Restructuring charges, net


2,967



5,491Loss in equity investment


56



Total operating expenses


194,760



197,601Income (loss) from operations


(7,149
)


6,876Interest expense, net


(110,711
)


(91,824
)Loss before income taxes


(117,860
)


(84,948
)Income tax provision


215



238Net loss

$
(118,075
)

$
(85,186
)   Revenue,
    Net
    PC
    Magazine PC Magazine PC Magazines Sync ExtremeTech
 24




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##### Table of Contents



year-over-year.
  GMR Xbox Nation GMR Xbox Nation
  Cost
    of Production
    PC
    Magazines year-over-year.
    Xbox Nation
  Selling,
    General and Administrative Expenses
        Xbox Nation GMR Computer Gaming World, Electronic Gaming
    Monthly Official U.S. Playstation Magazine
 25




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##### Table of Contents



Depreciation
    and amortization
    Restructuring
    charges, net
  Sync ExtremeTech
  GMR Xbox Nation
  Interest
    expense, net
    Income
    taxes
    Liquidity
    and Capital Resources
           26




---



##### Table of Contents



Liquidity
    Position
        non-print
    Sources
    and Uses of Cash  Years Ended December 31, 2006
    and 2005
    Operating Activities.
 27




---



##### Table of Contents



Investing Activities.
  Financing Activities.
  Contractual
    Obligations and Commitments
      Balance at December 31, 2006Less than


One to


Three to


After(in thousands of dollars)

Total


one year


three years


five years


five yearsLong-term debt

$
369,764


$



$
152,484


$
12,280


$
205,000Preferred stock at redemption value


996,578











996,578



Non-cancelable operating lease
    obligations


74,862



9,295



16,537



12,339



36,722$
1,441,234


$
9,295


$
169,021


$
1,021197


$
241,721        28




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##### Table of Contents



Off-Balance-Sheet
    Arrangements
      Cyclicality
    Seasonality
    Critical
    Accounting Policies and Estimates
       29




---



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Effect of
    Recently Issued Accounting Standards
         30




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##### Table of Contents



The Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
 ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk
  3-month 3-month
 31




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##### Table of Contents



Inflation
    and Fluctuations in Paper Prices and Postage Costs
   32




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  PageReport of
    Independent Registered Public Accounting Firm (Grant
    Thornton LLP)


34Report of Independent Registered
    Public Accounting Firm (PricewaterhouseCoopers LLP)


35Consolidated
    Balance Sheets as of December 31, 2006 and
    December 31, 2005


36Consolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


37Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


38Consolidated
    Statements of Changes in Stockholders Deficit for the
    years ended December 31, 2006, 2005 and 2004


39Notes to
    Consolidated Financial Statements


40  33




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm   
          Grant
    Thornton LLP
     34




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  To the Board
    of Directors and Stockholders of
    Ziff Davis Holdings Inc.
    
 35




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.



CONSOLIDATED
    BALANCE SHEETS

(dollars
    in thousands, except per share data)  As of December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
15,369


$
34,174Accounts receivable, net


30,872



30,456Inventories


131



437Prepaid expenses and other current
    assets


4,730



5,632Total current assets


51,102



70,699Property and equipment, net


15,622



16,322Intangible assets, net


174,466



196,380Goodwill


39,828



39,828Other assets, net (including
    restricted cash of $1,657 and $1,623)


18,760



21,526Total assets

$
299,778


$
344,755LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable

$
17,664


$
21,787Accrued expenses and other current
    liabilities


38,791



32,171Unexpired subscriptions and
    deferred revenue, net


15,606



18,177Total current liabilities


72,061



72,135Long-term debt


369,764



357,458Accrued interest 
    troubled debt restructuring


43,084



60,278Accrued restructuring 
    long-term


8,041



12,058Mandatorily redeemable preferred
    stock


996,578



899,533Other non-current liabilities


10,612



9,905Total liabilities


1,500,140



1,411,367Commitments and contingenciesStockholders deficit:Common stock 
    $0.001 par value, 100,000,000 shares authorized,
    2,311,049 issued and outstanding as of December 31, 2006
    and 2005, respectively


17,329



17,329Additional paid-in capital


8,468



8,468Accumulated deficit


(1,226,159
)


(1,092,409
)Total stockholders deficit


(1,200,362
)


(1,066,612
)Total liabilities and
    stockholders deficit

$
299,778


$
344,755    36




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS

(dollars
    in thousands)  For the year ended December 31,2006


2005


2004Revenue, net

$
181,017


$
187,611


$
204,477Operating expenses:Cost of production


48,991



51,834



59,743Selling, general and
    administrative expenses


104,893



117,688



110,939Depreciation and amortization of
    property and equipment


7,628



5,831



6,202Amortization of intangible assets


17,908



16,384



15,226Restructuring charges, net


510



2,967



5,491Impairment charge


4,064







Acquisition related compensation


3,107







Transaction related expenses


409







Loss in equity investment


322



56Total operating expenses


187,832



194,760



197,601Income (loss) from operations


(6,815
)


(7,149
)


6,876Interest expense, net


(126,823
)


(110,711
)


(91,824
)Loss before income taxes


(133,638
)


(117,860
)


(84,948
)Income tax provision


112



215



238Net loss

$
(133,750
)

$
(118,075
)

$
(85,186
)    37




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

(dollars
    in thousands)  For the year ended December 31,2006


2005


2004Cash flows from operating
    activities:Net loss

$
(133,750
)

$
(118,075
)

$
(85,186
)Adjustments to reconcile net loss
    to net cash (used in) provided by operating activities:Accrued dividends on mandatorily
    redeemable preferred stock


97,045



84,985



74,947Depreciation and amortization


25,536



22,215



21,428Restructuring charge


(800
)


2,967



5,491Loss in equity investment


322



56



Provision for doubtful accounts


(896
)


1,118



(769
)Non-cash rent (income) expense


71



164



(389
)Non-cash interest


(3,783
)


2,598



1,531Amortization of debt issuance costs


3,183



3,316



2,236Non-cash stock compensation


3



(807
)


1,109Impairment charge


4,064







Changes in operating assets and
    liabilities:Accounts receivable


480



1,162



(1,439
)Inventories


306



138



(254
)Prepaid expenses and other, net


902



768



840Accounts payable and accrued
    expenses


(1,932
)


(6,340
)


(4,901
)Unexpired subscriptions and
    deferred revenue assets, net


(2,571
)


(3,068
)


(4,843
)Net cash (used in) provided by
    operating activities


(11,820
)


(8,803
)


9,801Cash flows from investing
    activities:Capital expenditures


(6,928
)


(6,542
)


(5,849
)Acquisitions


(57
)


(5,237
)


(3,146
)Joint venture investment






(751
)


Net proceeds from sale of assets










13Net cash used in investing
    activities


(6,985
)


(12,530
)


(8,982
)Cash flows from financing
    activities:Proceeds from sale of floating
    rate notes






205,000



Debt issuance costs






(6,321
)


(488
)Repayment of borrowings under
    senior credit facilities






(174,141
)


(15,047
)Funding of letters of credit, net






(1,623
)


Net cash provided by (used in)
    financing activities






22,915



(15,535
)Net increase (decrease) in cash
    and cash equivalents


(18,805
)


1,582



(14,716
)Cash and cash equivalents at
    beginning of year


34,174



32,592



47,308Cash and cash equivalents at end
    of year

$
15,369


$
34,174


$
32,592Cash paid during the year for:Interest

$
23,802


$
16,963


$
11,743Income taxes


112



215



15    38




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.



CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

(dollars
    in thousands except per share data)  Stock


Additional





TotalCommon stock


subscription


paid-in


Accumulated


stockholders


ComprehensiveShares


Amount


loans


capital


deficit


deficit


lossBalance at December 31, 2003


2,312,928


$
17,343


$
(14
)

$
8,468


$
(889,148
)

$
(863,351
)Cancellation of shareholder loans


(1,879
)


(14
)


14











Net loss


















(85,186
)


(85,186
)


(85,186
)Balance at December 31, 2004


2,311,049


$
17,329


$



$
8,468


$
(974,334
)

$
(948,537
)

$
(85,186
)Net loss


















(118,075
)


(118,075
)


(118,075
)Balance at December 31, 2005


2,311,049


$
17,329


$



$
8,468


$
(1,092,409
)

$
(1,066,612
)

$
(118,075
)Net loss


















(133,750
)


(133,750
)


(133,750
)Balance at December 31, 2006


2,311,049


$
17,329


$



$
8,468


$
(1,226,159
)

$
(1,200,362
)

$
(133,750
)    39




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(dollars
    in thousands, except per share data)  NOTE 1 
    ORGANIZATION AND BASIS OF PRESENTATION
   Formation
    of Ziff Davis Holdings Inc.
  business-to-business
    Operations
    PC Magazine Sync ExtremeTech
  eWEEK, CIO Insight Baseline face-to-face
  EGM Games for Windows: The Official Magazine Computer Gaming World Games for Windows: The Official Magazine. Official U.S. PlayStation
    Magazine
    Liquidity
   40




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 1 
    ORGANIZATION AND BASIS OF
    PRESENTATION (continued)
             NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles
    of consolidation
    Cash
    and cash equivalents
   41




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
   Concentration
    of credit risk
      Inventories
  first-in, eWEEK.
  Property
    and equipment
    Capitalized
    software
  98-1 Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use, 00-2 Accounting for Website Development Costs
  Intangible
    assets and Goodwill
   42




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
     Impairment
    of long-lived assets
  Official U.S.
    PlayStation Magazine Official U.S. PlayStation
    Magazine
  Debt
    issuance costs
    Revenue,
    net
   43




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
    Operating
    costs and expenses
      Stock-based
    compensation
  Accounting for Stock Issued to
    Employees Accounting for Stock-Based
    Compensation Share-Based Payment
      Income
    taxes
   44




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
    Fair
    value of financial investments
    Use of
    estimates
           45




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
    Advertising
    Recent
    accounting pronouncements
           46




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES (continued)
            The Fair Value Option for Financial Assets and Financial
    Liabilities instrument-by-instrument
  Reclassifications
    NOTE 3 
    ACQUISITIONS AND DISPOSITIONS
  Acquisitions
  business-to-business business-to-business,
 47




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 3 
    ACQUISITIONS AND DISPOSITIONS (continued)
   business-to-business
          PC Magazine China CIO Insight China
  NOTE 4 
    ACCOUNTS RECEIVABLE, NET
       48




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 4 
    ACCOUNTS RECEIVABLE, NET (continued)
     December 31,2006


2005Trade

$
28,599


$
28,890Newsstand


31,948



23,463Subscription


3,431



4,068Total gross accounts receivable


63,978



56,421Allowance for newsstand returns
    and cancellations


(27,588
)


(19,141
)Allowance for trade accounts
    receivable


(3,845
)


(4,773
)Allowance for subscription
    accounts receivable


(1,673
)


(2,051
)Accounts receivable, net

$
30,872


$
30,456     Balance at

Increase to

Decrease to

Balance atbeginning of year

allowance

allowance

end of yearDecember 31, 2006

$
19,141


$
48,678


$
(40,238
)

$
27,588December 31, 2005

$
28,022


$
46,806


$
(55,687
)

$
19,141     Balance at

Net

Writeoffs,

Balance atbeginning of year

additions

net of Recoveries

end of yearDecember 31, 2006

$
6,824


$
2,979


$
(4,285
)

$
5,518December 31, 2005

$
5,764


$
4,926


$
(3,866
)

$
6,824   NOTE 5 
    PREPAID EXPENSES AND OTHER CURRENT ASSETS
    December 31,2006


2005Deferred expenses and deposits

$
4,717


$
5,310Production expenses


13



322Prepaid expenses and other current
    assets

$
4,730


$
5,632    49




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 6 
    PROPERTY AND EQUIPMENT, NET
    December 31,2006


2005Computers and equipment

$
30,531


$
28,962Capitalized computer software


31,148



25,864Leasehold improvements


20,004



19,929Furniture and fixtures


6,243



6,24387,926



80,998Accumulated depreciation and
    amortization


(72,304
)


(64,676
)Property and equipment, net

$
15,622


$
16,322     NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS, NET
      Official U.S. PlayStation
    Magazine
 50




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS, NET (continued)
     As of December 31, 2006


As of December 31, 2005Accumulated








AccumulatedGross


amortization


Net


Gross


amortization


NetAmortized intangible assets:Advertising lists

$
184,179



(88,029
)


96,150


$
184,179


$
(74,087
)

$
110,092Trademark/trade names


18,557



(4,679
)


13,878



25,057



(5,501
)


19,556Subscriber lists and other


18,653



(14,998
)


3,655



18,595



(12,646
)


5,949Total amortized intangible assets


221,389



(107,706
)


113,683



227,831



(92,234
)


135,597Unamortized intangible assets:Trademark/trade names


60,783







60,783



60,783







60,783Goodwill


39,828







39,828



39,828







39,828Total goodwill and intangible
    assets

$
322,000


$
(107,706
)

$
214,294


$
328,442


$
(92,234
)

$
236,208     2007


17,3602008


16,3142009


14,8972010


14,6772011


14,677$
77,925     NOTE 8 
    OTHER ASSETS
    December 31,2006


2005Deferred financing costs

$
10,786


$
13,971Deferred rent asset


5,945



5,238Restricted cash


1,657



1,623Joint venture investment


372



694Other assets, net

$
18,760


$
21,526   51




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 9 
    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
    December 31,2006


2005Accrued operating and production
    costs

$
10,236


$
11,354Acquisition related compensation


3,107



Accrued restructuring
    costs  short-term


4,547



5,991Accrued interest


11,319



4,103Payroll and related employee
    benefits


5,098



2,417Accrued sales and use taxes payable


57



2,357Foreign tax liabilities


3,972



4,899Other


455



1,050Accrued expenses and other current
    liabilities

$
38,791


$
32,171   NOTE 10 
    COST
    REDUCTION AND RESTRUCTURING PROGRAM, ASSET IMPAIRMENT AND
    RELATED CHARGES  Xbox Nation
  Year endedDecember 31,2004Employee severance costs(a)

$
3,320Costs to exit certain activities(b)


2,171Restructuring charges, net

$
5,491   Sync and ExtremeTech
  Year endedDecember 31,2005Employee severance costs(a)

$
2,525Costs to exit certain activities(b)


442Restructuring charges, net

$
2,967   Official U.S. PlayStation Magazine
 52




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 10 
    COST REDUCTION AND RESTRUCTURING PROGRAM, ASSET IMPAIRMENT
    AND RELATED CHARGES (continued)           Year endedDecember 31,2006Employee Severance costs(a)

$
1,977Costs to exit certain activities(b)


(1,467
)Restructuring charges, net

$
510     (a)
    
    Employee severance costs relate to severance benefits and other
    related costs that are calculated pursuant to the Companys
    employee severance plan or individual employee contracts, as
    applicable.(b)
    
    Costs to exit certain activities relate to the termination of
    contracts, closure or consolidation of offices, net of sublease
    income and other related costs associated with the closure of
    publications and other businesses.  long-term
 53




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##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 10 
    COST REDUCTION AND RESTRUCTURING PROGRAM, ASSET IMPAIRMENT
    AND RELATED CHARGES (continued)     Activity for the year ended December 31, 2004AppliedBalance








against


BalanceDecember 31,


Expenses/





related


December 31,2003


adjustments


Payments


assets


2004Employee severance costs

$
1,974


$
3,320


$
(1,374
)

$



$
3,920Facility consolidation and other
    costs


21,418



2,171



(7,960
)


3,406



19,035Total

$
23,392


$
5,491


$
(9,334
)

$
3,406


$
22,955   Activity for the year ended December 31, 2005Balance








Accretion


BalanceDecember 31,


Expenses/





of


December 31,2004


adjustments


Payments


liability


2005Employee severance costs

$
3,920


$
2,525


$
(3,538
)

$



$
2,907Facility consolidation and other
    costs


19,035



442



(5,102
)


768



15,142Total

$
22,955


$
2,967


$
(8,640
)

$
768


$
18,049   Activity for the year ended December 31, 2006Balance








Accretion


BalanceDecember 31,


Expenses/





of


December 31,2005


adjustments


Payments


liability


2006Employee severance costs

$
2,907


$
1,977


$
(3,043
)

$



$
1,840Facility consolidation and other
    costs


15,142



(1,467
)


(4,210
)


1,282



10,748Total

$
18,049


$
510


$
(7,253
)

$
1,282


$
12,588     NOTE 11
    
    INCOME TAXES  Accounting for Income
    Taxes.
   54




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 11
     INCOME TAXES (continued)     Year ended December 31,2006


2005


2004U.S. federal income taxes:Current

$



$



$
Deferred










State and local taxes:Current


8



30



30Deferred










Foreign income taxes:Current


104



185



208Total provision

$
112


$
215


$
238     Year ended December 31,2006


2005


2004Federal statutory tax rate


35.0
%


35.0
%


35.0
%State and local taxes (net of
    federal tax benefit)










Permanent differences


(26.5
)


(25.4
)


(31.5
)Valuation allowance


(8.5
)


(9.6
)


(3.6
)Foreign operations


(0.1
)


(0.2
)


(0.3
)Effective tax rate


(0.1
)%


(0.2
)%


(0.4
)%  55




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 11
     INCOME TAXES (continued)    December 31,2006


2005Current deferred tax assets and
    (liabilities):Allowance for doubtful accounts
    and accrued liabilities

$
3,377


$
2,299Prepaid expenses


(147
)


(251
)Current deferred net tax assets,
    net


3,230



2,048Non-current deferred tax assets
    and (liabilities):Basis difference in intangible
    assets


84,296



106,850Basis difference in property and
    equipment


(4,454
)


(4,792
)Accrued interest Compounding Notes


18,539



Start-up
    costs capitalized


6



1,551Deferred rent


4,110



3,225Other


3,338



7,341Net operating loss and other
    carryforwards


194,460



183,062Non-current deferred tax assets,
    net


300,295



297,237Gross deferred tax assets


303,525



299,285Valuation allowance


(303,525
)


(299,285
)Net deferred tax assets

$



$
           NOTE 12 
    DEBT
  General
   56




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 12  DEBT (continued)
      Floating
    Rate Notes
  3-month
    Compounding
    Notes
       57




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 12  DEBT (continued)
    12% Notes
    Maturities
    2007


2008


2009


152,4842010


12,2802011


Thereafter


205,000$
369,764       non-print
 58




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 12  DEBT (continued)
    NOTE 13 
    FINANCIAL RESTRUCTURING
      
    The Company received an equity contribution of $80,000 from
    Willis Stein in exchange for the issuance of a new series D
    redeemable preferred stock (the Series D Preferred
    Stock) with an aggregate liquidation preference of
    approximately $80,000 as well as approximately 38.6 million
    warrants, each representing the right to purchase one share of
    the common stock of Ziff Davis Holdings at an exercise price of
    $0.001 per share. The contribution was comprised of $10,100
    of cash received during the quarter ended June 30, 2002,
    approximately $62,531 of cash received in August 2002, and
    approximately $7,369 in liquidation preference of Series D
    Preferred Stock issued by Ziff Davis Holdings in lieu of a cash
    payment which otherwise would have been owed to Willis Stein by
    Ziff Davis Media with respect to the 12% Notes held by
    Willis Stein.
    Accredited investors representing approximately 95.1% in
    aggregate principal amount of the Companys 12% Notes
    who tendered their notes received an aggregate of approximately
    $21,158 in cash and $90,334 in aggregate principal amount of
    Compounding Notes. These holders also received an aggregate of
    approximately $28,526 in liquidation preference of a new series
    of preferred stock (Series E Preferred Stock)
    and warrants for the purchase of approximately 5.2 million
    shares of common stock of Ziff Davis Holdings in exchange for
    their 12% Notes.
    The Compounding Notes accrue interest in semi-annual periods,
    commencing in February and August of each year, with the first
    period starting on February 2004. For the first four years,
    interest accrues at rates ranging from 12% to 14% and may be
    paid, at the Companys option and subject to certain
    restrictions under the Senior Credit Facility, either in cash or
    by compounding such interest on the Compounding Notes. For all
    payments of interest accruing from August 2006, interest
    shall be payable in cash at a rate of 12% per annum.
    The Series E Preferred Stock accrues dividends at a rate of
    10% per annum and is subject to mandatory redemption on the
    earlier of March 31, 2010 or the date of a change in
    control. Dividends will only be paid in cash if declared for
    payment by the Companys Board of Directors. In addition,
    so long as any Series D Preferred Stock remains
    outstanding, and without the prior written consent of Willis
    Stein, together with the holder or holders of a majority of the
    outstanding shares of Series D Preferred Stock, Ziff Davis
    Holdings will not be permitted directly or indirectly to pay or
    declare any cash dividend or make any distribution to the
    holders of Series E Preferred Stock (see Note 14), and
    the Senior Credit Facility and the indenture governing the
    Compounding Notes each restricts the payment of dividends to
    holders of capital stock of Ziff Davis Holdings.
    Interest due to holders of the $12,280 principal amount of the
    12% Notes not tendered previously due on July 15, 2002, was
    funded on August 14, 2002. 59




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 13  FINANCIAL RESTRUCTURING
    (continued)
   
    The Company amended and restated its Senior Credit Facility
    providing for, among other terms: (1) waiver of all
    existing defaults; (2) deferral of principal payments for
    eight quarters; (3) removal of the obligation to pay the
    default interest rate on the outstanding principal; and
    (4) mandatory use of a portion of excess cash flows, as
    defined, to repay amounts owed under the Senior Credit Facility.    NOTE 14 
    CAPITAL STRUCTURE
  Redeemable
    Preferred Stock
  Series A Redeemable Preferred Stock divided by divided by
  Series B Redeemable Preferred Stock divided by
  Series C Convertible Preferred Stock
 60




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 14  CAPITAL STRUCTURE (continued)
  divided by divided by
  Series D Redeemable Preferred Stock divided by divided by
  Series E Redeemable Preferred Stock divided by divided by
 61




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 14  CAPITAL STRUCTURE (continued)
     Preferred Stock SeriesA


B


C


D


E


TotalBalance at December 31, 2004

$
495,297


$
144,130


$
5,173


$
133,828


$
36,121


$
814,549Dividends payable


32,988



16,286







31,961



3,750



84,985Balance at December 31, 2005


528,285



160,416



5,173



165,789



39,871



899,534Dividends payable


35,184



18,125







39,597



4,138



97,044Balance at December 31, 2006

$
563,469


$
178,541


$
5,173


$
205,386


$
44,009


$
996,578   Common
    Stock
    Restrictions
    on Transfer of Capital Stock
    Common
    Stock Warrants
    Liquidation
    Preference
    NOTE 15 
    EARNINGS PER SHARE
   62




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 16 
    EMPLOYEE BENEFIT PLANS
  401(k)
    Plan
    Long
    Term Management Incentive Plan
      Stock
    Option Plans
  2001
    Stock Option Plan
   63




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 16  EMPLOYEE BENEFIT PLANS
    (continued)
     Weighted averageNumber of shares


price per shareBalance at December 31, 2003


21,496


$
7.50Options granted






Options exercised






Options cancelled/forfeited


(3,418
)

$
7.50Balance at December 31, 2004


18,078


$
7.50Options granted






Options exercised






Options cancelled/forfeited






Balance at December 31, 2005


18,078


$
7.50Reverse stock splitOptions granted






Options exercised






Options cancelled/forfeited






Balance at December 31, 2006


18,078


$
7.50     2002
    Stock Option Plan
     64




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 16  EMPLOYEE BENEFIT PLANS
    (continued)
          Series D Pfd.


Series B Pfd.


Series A Pfd.


CommonWtd Avg





Wtd Avg





Wtd Avg





Wtd Avg# of


Exercise


# of


Exercise


# of


Exercise


# of


ExerciseOptions


Price


Options


Price


Options


Price


Options


PriceOptions outstanding at
    12/31/03






























Granted


12,301


$
1,096



14,769


$
1,010



48,894


$
0.01



8,000,000


$
0.001Forfeited


(485
)


1,106



(597
)


1,068



(1,999
)


0.01



(395,000
)


0.001Expired






























Options outstanding at
    12/31/04


11,816


$
1,098



14,172


$
1,007



46,895


$
0.01



7,605,000


$
0.001Granted


652



1,787



661



1,000



2,073



0.01



375,000



0.001Forfeited


(1,617
)


1,038



(1,986
)


1,011



(6,653
)


0.01



(1,300,000
)


0.001Expired






























Options outstanding at
    12/31/05


10,851


$
1,144



12,847


$
1,002



42,315


$
0.01



6,680,000


$
0.001Granted






























Forfeited


(471
)


1,410



(547
)


1,005



(1,782
)


0.01



(325,000
)


0.001Expired






























Options outstanding at
    12/31/06


10,380


$
1,135



12,300


$
1,001



40,534


$
0.01



6,355,000


$
0.001Range of exercise prices





$
1,000-1,790






$
1,000-1,160






$
0.01






$
0.001Weighted average remaining life






6.7 years







6.8 years







6.7 years







6.7 years   65




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 17 
    COMMITMENTS
    Gross rental


Sublease


Net rentalcommitments


income


commitments2007

$
18,528


$
9,233


$
9,2952008


18,206



9,294



8,9122009


17,323



9,698



7,6252010


17,220



9,945



7,2752011


15,060



9,996



5,064Thereafter


117,316



80,525



36,691$
203,654


$
128,691


$
74,862       NOTE 18 
    CONTINGENCIES
  Legal
    Proceedings
  PC Magazine. PC Magazine
    Off-Balance-Sheet
    Arrangements
   66




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
    NOTE 19 
    GUARANTOR AND OTHER FINANCIAL INFORMATION
  Guarantor
    Financial Information
   67




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
     At December 31, 2006 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalASSETSCurrent assets:Cash and cash equivalents

$



$



$
15,369


$



$
15,369Accounts receivable, net










30,872







30,872Inventories










131







131Prepaid expenses and other current
    assets










4,730







4,730Due (to) from affiliates






(208,455
)


208,455







Total current assets






(208,455
)


259,557







51,102Property and equipment, net










15,622







15,622Investments in subsidiaries, equity
    method


(203,783
)


12,387







191,396



Intangible assets, net










174,466







174,466Goodwill










39,828







39,828Note receivable 
    affiliate






415,338







(415,338
)


Other assets, net






12,816



5,944







18,760Total assets

$
(203,783
)

$
232,086


$
495,417


$
(223,942
)

$
299,778LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable

$



$



$
17,664


$



$
17,664Accrued expenses and other current
    liabilities






15,866



22,925







38,791Unexpired subscriptions and
    deferred revenue, net










15,606







15,606Total current liabilities






15,866



56,195







72,061Long-term debt






369,764











369,764Accrued interest 
    troubled debt restructuring






43,084











43,084Note payable  affiliate










415,338



(415,338
)


Accrued expenses 
    restructuring costs






8,041











8,041Mandatorily redeemable preferred
    stock


996,578















996,578Other non-current liabilities










10,612







10,612Total liabilities


996,578



436,755



482,145



(415,338
)


1,500,140Stockholders (deficit) equity:Preferred stock










1,235



(1,235
)


Common stock


17,329







28



(28
)


17,329Additional paid-in capital


8,468



565,746



857,350



(1,423,094
)


8,468Accumulated deficit


(1,226,159
)


(770,415
)


(845,340
)


1,615,754



(1,226,159
)Total stockholders deficit


(1,200,361
)


(204,669
)


13,273



191,397



(1,200,362
)Total liabilities and
    stockholders deficit

$
(203,783
)

$
232,086


$
495,417


$
(223,942
)

$
299,778   68




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  At December 31, 2005 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalASSETSCurrent assets:Cash and cash equivalents

$



$



$
34,174


$



$
34,174Accounts receivable, net










30,456







30,456Inventories










437







437Prepaid expenses and other current
    assets










5,632







5,632Due (to) from affiliates


1



(200,723
)


200,722







Total current assets


1



(200,723
)


271,421







70,699Property and equipment, net










16,322







16,322Investments in subsidiaries, equity
    method


(167,080
)


(3,215
)






170,295



Intangible assets, net










196,380







196,380Goodwill










39,828







39,828Note receivable 
    affiliate






442,250







(442,250
)


Other assets






15,594



5,932







21,526Total assets

$
(167,079
)

$
253,906


$
529,883


$
(271,955
)

$
344,755LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable

$



$



$
21,787


$



$
21,787Accrued expenses and other current
    liabilities






4,103



28,068







32,171Current portion of long-term debt


















Unexpired subscriptions and
    deferred revenue, net










18,177







18,177Total current liabilities






4,103



68,032







72,135Long-term debt






357,458











357,458Accrued interest 
    troubled debt restructuring






60,278











60,278Note payable  affiliate










442,250



(442,250
)


Accrued restructuring
    costs  long-term










12,058







12,058Mandatorily redeemable preferred
    stock


899,533















899,533Other non-current liabilities










9,905







9,905Total liabilities


899,533



421,839



532,245



(442,250
)


1,411,367Stockholders (deficit) equity:Preferred stock










1,234



(1,234
)


Common stock


17,329







28



(28
)


17,329Additional paid-in capital


8,468



566,631



813,152



(1,379,784
)


8,467Accumulated deficit


(1,092,409
)


(734,564
)


(816,776
)


1,551,341



(1,092,409
)Total stockholders deficit


(1,066,612
)


(167,933
)


(2,362
)


170,296



(1,066,612
)Total liabilities and
    stockholders deficit

$
(167,079
)

$
253,906


$
529,883


$
(271,955
)

$
344,755   69




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2006 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalRevenue, net

$



$



$
181,017


$



$
181,017Operating expenses:Cost of production










48,991







48,991Selling, general and
    administrative expenses










104,893







104,893Depreciation and amortization of
    property and equipment










7,628







7,628Amortization of intangible assets










17,908







17,908Restructuring charges, net










510







510Loss in equity investment










322







322Impairment charge










4,064







4,064Acquisition related Compensation










3,107







3,107Transaction related expenses










409







409Total operating expenses










187,832







187,832Loss from operations










(6,815
)






(6,815
)Equity in (loss) income from
    subsidiaries


(36,704
)


(45,383
)






82,087



Gain on sale of assets, net


















Intercompany interest income
    (expense)






39,145



(39,145
)






Interest income (expense), net


(97,044
)


(30,467
)


688







(126,823
)Loss before income taxes


(133,748
)


(36,705
)


(45,272
)


82,087



(133,638
)Income tax provision










112







112Net loss

$
(133,748
)

$
(36,705
)

$
(45,384
)

$
82,087


$
(133,750
)  70




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2005 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalRevenue, net

$



$



$
187,611


$



$
187,611Operating expenses:Cost of production










51,834







51,834Selling, general and
    administrative expenses










117,688







117,688Depreciation and amortization of
    property and equipment










5,831







5,831Amortization of intangible assets










16,384







16,384Restructuring charges, net










2,967







2,967Loss in equity investment










56







56Total operating expenses










194,760







194,760Loss from operations










(7,149
)






(7,149
)Equity in (loss) income from
    subsidiaries


(33,088
)


(61,785
)






94,873



Gain on sale of assets, net


















Intercompany interest income
    (expense)






54,761



(54,761
)






Interest income (expense), net


(84,987
)


(26,064
)


340







(110,711
)Loss before income taxes


(118,075
)


(33,088
)


(61,570
)


94,873



(117,860
)Income tax provision (benefit)










215







215Net loss

$
(118,075
)

$
(33,088
)

$
(61,785
)

$
94,873


$
(118,075
)  71




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2004Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalRevenue, net

$



$



$
204,477


$



$
204,477Operating expenses:Cost of production










59,743







59,743Selling, general and
    administrative expenses










110,939







110,939Depreciation and amortization of
    property and equipment










6,202







6,202Amortization of intangible assets










15,226







15,226Restructuring charges, net










5,491







5,491Total operating expenses










197,601







197,601Income from operations










6,876







6,876Equity in (loss) income from
    subsidiaries


(10,239
)


(50,332
)






60,571



Intercompany interest income
    (expense)






57,430



(57,430
)






Interest (expense) income, net


(74,947
)


(17,337
)


460







(91,824
)Loss before income taxes


(85,186
)


(10,239
)


(50,094
)


60,571



(84,948
)Income tax provision










238







238Net loss

$
(85,186
)

$
(10,239
)

$
(50,332
)

$
60,571


$
(85,186
)   72




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2006 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalCash flows from operating
    activities:Net (loss) income

$
(133,750
)

$
(36,704
)

$
(45,383
)

$
82,087


$
(133,750
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Depreciation and amortization










25,536







25,536Provision for doubtful accounts










(896
)






(896
)Non-cash rent expense










71







71Accrued dividends on mandatorily
    redeemable preferred stock


97,045















97,045Amortization of debt issuance costs






3,183











3,183Loss in equity investment














322



322Impairment charge










4,064







4,064Non-cash interest






(3,783
)










(3,783
)Gain on sale of assets


















Restructuring charges






8,041



(8,841
)






(800
)Non-cash compensation


3















3Equity in loss of subsidiaries


36,704



45,383







82,087



Changes in operating assets and
    liabilities:Accounts receivable










480







480Inventories










306







306Accounts payable and accrued
    expenses






11,763



(13,695
)






(1,932
)Unexpired subscriptions and
    deferred revenue, net










(2,571
)






(2,571
)Due (to) from affiliate






7,732



(7,733
)






Prepaid expenses and other, net






(34
)


936







902Net cash provided by (used in)
    operating activities


2



35,579



(47,725
)


322



(11,820
)Cash flows from investing
    activities:Capital expenditures










(6,928
)






(6,928
)Net proceeds from sale of assets


















Investments in subsidiaries






(61,163
)






61,163



Acquisitions and investments, net
    of cash acquired










(57
)






(57
)Net cash used in investing
    activities






(61,163
)


(6,985
)


61,163



(6,985
)Cash flows from financing
    activities:Proceeds from capital contributions










61,163



(61,163
)


Repayment of borrowings under
    senior credit facilities


















Proceeds from collection of
    intercompany notes receivable






26,913







(26,913
)


Repayment of intercompany notes
    payable










(26,913
)


26,913



Net cash provided (used) by
    financing activities






26,913



34,251



(61,163
)


Net (decrease) increase in cash and
    cash equivalents


2



1,329



(20,459
)


322



(18,805
)Cash and cash equivalents at
    beginning of year










34,174







34,174Cash and cash equivalents at end of
    year

$
2


$
1,329


$
13,715


$
322


$
15,369   73




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2005 (Unaudited)Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalCash flows from operating
    activities:Net (loss) income

$
(118,075
)

$
(33,088
)

$
(61,786
)

$
94,873


$
(118,075
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Depreciation and amortization










22,215







22,215Provision for doubtful accounts










1,118







1,118Non-cash rent expense










164







164Non cash interest expense






2,598











2,598Amortization of debt issuance costs






3,316











3,316Loss in equity investment










56







56Non-cash restructuring charges










2,967







2,967Non-cash compensation










(807
)






(807
)Accrued dividends on mandatorily
    redeemable preferred stock


84,984















84,984Equity in loss of subsidiaries


33,091



61,783







(94,873
)


Changes in operating assets and
    liabilities:Accounts receivable










1,162







1,162Inventories










138







138Accounts payable and accrued
    expenses






2,777



(9,117
)






(6,340
)Unexpired subscriptions and
    deferred revenue, net










(3,068
)






(3,068
)Due (to) from affiliate






7,220



(7,220
)






Prepaid expenses and other, net










768







768Net cash provided by (used in)
    operating activities






44,606



(53,409
)






(8,803
)Cash flows from investing
    activities:Capital expenditures










(6,542
)






(6,542
)Net proceeds from sale of assets


















Joint venture investment










(751
)






(751
)Investments in subsidiaries






(89,303
)






89,303



Acquisitions and investments, net
    of cash acquired










(5,237
)






(5,237
)Net cash used in investing
    activities






(89,303
)


(12,530
)


89,303



(12,530
)Cash flows from financing
    activities:Proceeds from capital contributions










89,303



(89,303
)


Proceeds from floating rate notes
    offering






205,000











205,000Repayment of borrowings under
    senior credit facilities






(174,141
)










(174,141
)Funding of letters of credit






(1,623
)










(1,623
)Proceeds from collection of
    intercompany notes receivable






22,550







(22,550
)


Repayment of intercompany notes
    payable










(22,550
)


22,550



Debt issuance costs






(6,321
)










(6,321
)Net cash provided (used) by
    financing activities






45,465



66,753



(89,303
)


22,915Net (decrease) increase in cash and
    cash equivalents










1,582







1,582Cash and cash equivalents at
    beginning of year










32,592







32,592Cash and cash equivalents at end of
    year

$



$



$
34,174


$



$
34,174  74




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 19  GUARANTOR AND OTHER FINANCIAL
    INFORMATION (continued)
  Year ended December 31, 2004Ziff Davis


Ziff DavisHoldings Inc.


Media Inc.


Guarantors


Eliminations


TotalCash flows from operating
    activities:Net (loss) income

$
(85,186
)

$
(10,239
)

$
(50,332
)

$
60,571


$
(85,186
)Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:Depreciation and amortization










21,428







21,428Provision for doubtful accounts










(769
)






(769
)Non-cash rent income










(389
)






(389
)Non-cash interest expense, net






1,531











1,531Amortization of debt issuance costs






2,236











2,236Non-cash restructuring charges










5,491







5,491Non-cash compensation










1,109







1,109Accrued dividends on mandatorily
    redeemable preferred stock


74,947















74,947Equity in loss (income) of
    subsidiaries


10,239



50,332







(60,571
)


Changes in operating assets and
    liabilities:Accounts receivable










(1,439
)






(1,439
)Inventories










(254
)






(254
)Accounts payable and accrued
    expenses






289



(4,901
)






(4,901
)Unexpired subscriptions and
    deferred revenue, net










(4,843
)






(4,843
)Due (to) from affiliate






36,373



(36,373
)






Prepaid expenses and other, net










840







840Net cash used in operating
    activities






80,522



(70,721
)






9,801Cash flows from investing
    activities:Capital expenditures










(5,849
)






(5,849
)Net proceeds from sale of assets










13







13Investments in subsidiaries






(86,287
)






(86,287
)


Acquisitions and investments, net
    of cash acquired










(3,146
)






(3,146
)Net cash used in investing
    activities






(86,287
)


(8,982
)


86,287



(8,982
)Cash flows from financing
    activities:Proceeds from capital contributions










86,287



(86,287
)


Repayment of borrowings under
    senior credit facilities






(15,047
)










(15,047
)Proceeds from collection of
    intercompany notes receivable






21,300







(21,300
)


Repayment of intercompany notes
    payable










(21,300
)


21,300



Debt issuance costs






(488
)










(488
)Net cash provided by (used in)
    financing activities






5,765



64,987



(86,287
)


(15,535
)Net decrease in cash and cash
    equivalents










(14,716
)






(14,716
)Cash and cash equivalents at
    beginning of year










47,308







47,308Cash and cash equivalents at end of
    year

$



$



$
32,592


$



$
32,592   75




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 20 
    RELATED PARTY TRANSACTIONS
  out-of-pocket
  NOTE 21 
    SEGMENT INFORMATION
  Disclosures about Segments of
    an Enterprise and Related Information.
    PC Magazine Sync ExtremeTech
  eWEEK, CIO Insight Baseline face-to-face
  EGM Games for Windows: The Official Magazine Computer Gaming World Games for Windows: The Official Magazine. Official U.S. PlayStation Magazine Official U.S. PlayStation
    Magazine
   76




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 21 
    SEGMENT INFORMATION (continued)
     Year ended December 31,2006


2005


2004Revenue, net:Consumer/Small Business Group

$
62,333


$
68,359


$
80,988Enterprise Group


79,567



76,564



72,925Game Group


39,117



42,688



50,564Total

$
181,017


$
187,611


$
204,477EBITDA:Consumer/Small Business Group

$
15,646


$
10,784


$
20,945Enterprise Group


12,200



5,323



12,474Game Group


(710
)


1,175



1,485Total

$
27,136


$
17,282


$
34,904   Year ended December 31,2006


2005


2004Reconciliation of segment
    EBITDA to consolidated loss before income taxes:Total segment EBITDA

$
27,136


$
17,282


$
34,904Depreciation and amortization


(25,536
)


(22,215
)


(21,428
)Restructuring charges, net


(510
)


(2,967
)


(5,491
)Losses from equity investment


(322
)


(56
)


Impairment charge


(4,064
)






Acquisition related compensation


(3,107
)






Transaction related expenses


(409
)






Interest expense, net


(126,823
)


(110,711
)


(91,824
)Non-cash employee stock
    compensation (expense) income


(3
)


807



(1,109
)Loss before income taxes

$
(133,638
)

$
(117,860
)

$
(84,948
)    77




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 21 
    SEGMENT INFORMATION (continued)
    Year ended December 31,2006


2005


2004Advertising

$
114,164


$
116,559


$
130,301Circulation


28,877



33,124



37,980Other


37,976



37,928



36,196Total Revenue, net

$
181,017


$
187,611


$
204,477     NOTE 22 
    QUARTERLY FINANCIAL DATA (UNAUDITED)
    2006 Quarterly periods endingMarch 31,


June 30,


September 30,


December 31,Revenue, net

$
40,278


$
45,211


$
38,823


$
56,705Operating (loss) income


(3,664
)


(1,858
)


(4,917
)


3,621Net loss


(33,476
)


(32,990
)


(37,490
)


(29,796
)   2005 Quarterly periods endingMarch 31,


June 30,


September 30,


December 31,Revenue, net

$
42,681


$
45,347


$
41,826


$
57,758Operating loss


(912
)


(2,197
)


(3,489
)


(550
)Net loss


(26,322
)


(29,508
)


(32,404
)


(29,840
)   2004 Quarterly periods endingMarch 31,


June 30,


September 30,


December 31,Revenue, net

$
41,968


$
51,328


$
46,166


$
65,015Operating (loss) income


(2,590
)


2,350



1,421



5,695Net loss


(24,706
)


(20,394
)


(22,200
)


(17,886
)    78




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
  NOTE 23 
    FAIR VALUE OF FINANCIAL INSTRUMENTS
      December 31, 2006


December 31, 2005Carrying





Carryingamount


Fair value


amount


Fair valueCash and equivalents

$
15,369


$
15,369


$
34,174


$
34,174Accounts receivable, net


30,872



30,872



30,456



30,456Accounts payable


17,664



17,664



21,787



21,787Floating rate notes


205,000



197,825



205,000



186,550Compounding notes


152,484



103,330



140,178



118,75412% notes


12,280



6,140



12,280



10,438Preferred stock


996,578



66,219



899,533



66,219   Standby
    Letters of Credit
    NOTE 24 
    SUBSEQUENT
    EVENT    12-month
   79




---



##### Table of Contents



ZIFF
    DAVIS HOLDINGS INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (dollars
    in thousands, except per share data)
   NOTE 24 
    SUBSEQUENT
    EVENT (continued)       80




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Regulation S-K
    Regulation S-K.
  ITEM 9A.
    CONTROLS
    AND PROCEDURES      ITEM 9B.
    OTHER
    INFORMATION   81




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors
    and Executive Officers
    
    Ziff Davis Holdings Chief Executive Officer;
    one person designated by DLJ Merchant Banking Partners II,
    L.P.; currently nobody has been designated, and
    four persons designated by Willis Stein, who currently are Avy
    H. Stein, John R. Willis, Daniel H. Blumenthal and Bradley J.
    Shisler.      Name

Age

PositionRobert F. Callahan


55


Chairman of the Board of Directors
    and Chief Executive OfficerMark Moyer


47


Senior Vice President, Chief
    Financial OfficerJason Young


37


President, Consumer Small/Business
    GroupSloan Seymour


44


President, Enterprise GroupScott McCarthy


41


President, Game GroupGregory Barton


45


Executive Vice President of
    Licensing and Legal Affairs, General Counsel and SecretaryPaul OReilly


52


Vice President, Ziff Davis Event
    Marketing GroupBeth Repeta


40


Vice President of Human ResourcesJohn Willis


57


DirectorAvy Stein


52


DirectorDaniel Blumenthal


43


DirectorBradley Shisler


36


DirectorSusan Alderton


55


Director   Robert Callahan business-to-business
  Mark Moyer
 82




---



##### Table of Contents



Jason Young Windows Pro Windows Sources
  Sloan Seymour Baseline Baseline, face-to-face PC
    Magazine eWEEK.
  Scott McCarthy
  Gregory Barton
  Paul OReilly
  Beth Repeta
  John Willis
  Avy Stein
 83




---



##### Table of Contents



Daniel Blumenthal
  Bradley Shisler
  Susan Alderton
          out-of-pocket
  Form 8-K
  Regulation S-K
 84




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  COMPENSATION
    OF NAMED EXECUTIVE OFFICERS
  Compensation
    Discussion and Analysis
  Overview
    Compensation
    Policies and Practices
    
    Attract and retain the best possible executive talent,
    Achieve accountability for performance by linking annual cash
    incentive awards to achievement of measurable performance
    objectives, and
    Align executives incentives with creation of enterprise
    value.    
    Base salary
    Annual cash bonus incentive(s)
    Long-term incentive award(s)  stock option grant(s)
    and transaction bonuses  Base Salary. cost-of-living
   85




---



##### Table of Contents



Annual Cash Bonus Incentive.
    Long Term Incentive Awards.
     86




---



##### Table of Contents



Other Programs.
  EXECUTIVE
    COMPENSATION TABLES
  Summary
    Compensation Table
    Change inPensionValue andNonqualified


AllNon-Equity


Deferred


OtherIncentive


Compen-


Compen-Bonus


Stock


Option


Plan Compen-


sation


sationSalary


($)


Awards


Awards


sation


Earnings


($)


TotalName and Principal Position

Year


($)


(1)


($)


($)


($)


($)


(2)


($)Robert Callahan


2006


$
1,000,000


$
726,125


















$
107,996


$
1,834,121Chairman and Chief Executive OfficerMark Moyer,


2006


$
275,000


$
112,500











(3
)





$
4,476


$
391,976Senior Vice President and Chief
    Financial OfficerJason Young


2006


$
450,000


$
340,000






$
6,513



(3
)





$
3,786


$
800,299President, Consumer/Small Business
    GroupSloan Seymour


2006


$
315,000


$
385,000






$
5,147



(3
)





$
4,940


$
710,087President, Enterprise GroupScott McCarthy


2006


$
400,000


$
200,000






$
5,262



(3
)





$
538


$
605,800President, Game Group     (1)
    
    Includes amounts earned pursuant to our 2006 cash incentive plan
    and, for Messrs. Young, Seymour and McCarthy, a 2006
    retention bonus.(2)
    
    Includes 401(k) matching contributions, group term life premiums
    and gym reimbursements, to the extent applicable to each named
    executive officer. Mr. Callahans compensation in this
    column includes an allowance of $100,000, without need for
    accounting, for reimbursement of expenses in addition to
    expenses eligible for reimbursement under our existing policies
    plus payment of $2,200 premium for certain term life insurance. 87




---



##### Table of Contents



(3)
    
    During 2006 this named executive officer received a grant
    pursuant to our 2006 Long-Term Incentive Plan, however, no
    amount under such grant was deemed earned during 2006 as we did
    not consummate the sale of any of our business units during 2006.  Grants of
    Plan-Based Awards
    All OtherOptionAwards:


Exercise


GrantNumber of


or Base


Date FairSecurities


Price of


Value ofEstimated Future Payouts Under Non-Equity Incentive
    Plan(2)


Underlying


Option


Stock andThreshold


Target


Maximum


Options


Awards


OptionName

Grant Date


Approval Date(1)


($)


($)


($)


(#)


($/Sh)


AwardsRobert Callahan






























Mark Moyer


June 16, 2006



June 15, 2006



(3
)


(3
)


(3
)










Jason Young


June 16, 2006



June 15, 2006



(4
)


(4
)


(4
)










Sloan Seymour


June 16, 2006



June 15, 2006



(5
)


(5
)


(5
)










Scott McCarthy


June 16, 2006



June 15, 2006



(6
)


(6
)


(6
)










     (1)
    
    The difference between the date these awards were approved and
    their grant date is due to a lapse of time between the approval
    date and the time that award documents to evidence these awards
    were finalized and executed.(2)
    
    Information in these columns relates to grants pursuant to our
    2006 Long-Term Incentive Plan. There are no Threshold, Target or
    Maximum payouts with respect these grants; rather, the grants
    entitle the recipient to payments in the event we consummate the
    sale of one or more of our business units, subject to forfeiture
    if the recipients employment with us terminates before
    consummation of such transaction in certain circumstances and
    provided that we may condition receipt of such payment upon the
    recipient agreeing to be employed by the buyer or to provide
    transition services to the buyer on certain terms for not more
    than six months. The aggregate bonus pool created with respect
    to the sale of a business unit will be one percent of the
    consideration paid to us with an additional amount possible
    based on the results of such sale.(3)
    
    Subject to the terms and conditions of our 2006 Long-Term
    Incentive Plan, Mr. Moyer was granted the right to receive
    6.67% of the bonus pools to be established under our 2006
    Long-Term
    Incentive Plan with respect to sale of each of our three
    business units, subject to possible upward adjustment as
    provided in our 2006 Long-Term Incentive Plan in the event there
    are any forfeited interests that have not been reawarded prior
    to consummation of the sale of such business unit.(4)
    
    Subject to the terms and conditions of our 2006 Long-Term
    Incentive Plan, Mr. Young was granted the right to receive
    40.00% of the bonus pools to be established under our 2006
    Long-Term Incentive Plan with respect to sale of our
    Consumer/Small Business Unit, subject to possible upward
    adjustment as provided in our 2006 Long-Term Incentive Plan in
    the event there are any forfeited interests that have not been
    reawarded prior to consummation of the sale of such business
    unit.(5)
    
    Subject to the terms and conditions of our 2006 Long-Term
    Incentive Plan, Mr. Seymour was granted the right to
    receive 48.50% of the bonus pools to be established under our
    2006 Long-Term Incentive Plan with respect to sale of our
    Enterprise Unit, subject to possible upward adjustment as
    provided in our 2006 Long-Term Incentive Plan in the event there
    are any forfeited interests that have not been reawarded prior
    to consummation of the sale of such business unit.(6)
    
    Subject to the terms and conditions of our 2006 Long-Term
    Incentive Plan, Mr. McCarthy was granted the right to
    receive 44.50% of the bonus pools to be established under our
    2006 Long-Term Incentive Plan with respect to sale of our Game
    Unit, subject to possible upward adjustment as provided in our
    2006 Long-Term Incentive Plan in the event there are any
    forfeited interests that have not been reawarded prior to
    consummation of the sale of such business unit. 88




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option AwardsEquity IncentivePlan Awards:Number ofNumber of Securities


Number of Securities


SecuritiesUnderlying Unexercised


Underlying Unexercised


UnderlyingOptions


Options


Unexercised


Option(#)


(#)


Unearned


Exercise


OptionExercisable


Unexercisable


Options


Price


ExpirationName

(1)


(1)


(#)


($)


DateRobert Callahan


2,612D










$
1,000.00



6/30/133,209B










$
1,000.00



6/30/1310,475A










$
0.01



6/30/131,200,000










$
0.001



6/30/13Mark Moyer


















Jason Young


300D



60D






$
1,000.00



3/3/13369B



73.8B






$
1,000.00



3/3/131,234A



246.8A






$
0.01



3/3/13300,000



60,000






$
0.001



3/3/13400D



240D






$
1,609.98



10/31/14400B



240B






$
1,000.00



10/31/141,234A



740.4A






$
0.01



10/31/14300,000



180,000






$
0.001



10/31/14Sloan Seymour


300D



60D






$
1,000.00



6/30/13369B



73.8B






$
1,000.00



6/30/131,234A



246.8A






$
0.01



6/30/13300,000



60,000






$
0.001



6/30/13200D



120D






$
1,609.98



10/31/14200B



120B






$
1,000.00



10/31/14617A



370.2A






$
0.01



10/31/14100,000



60,000






$
0.001



10/31/14Scott McCarthy


400D



240D






$
1,609.98



10/31/14400B



240B






$
1,000.00



10/31/141,234A



740.4A






$
0.01



10/31/14300,000



180,000






$
0.001



10/31/14     (1)
    
    D denotes Series D Preferred Stock;
    B denotes Series B Preferred Stock;
    A denotes Series A Preferred Stock; absence of
    letter denotes Common Stock.  Option
    Exercises and Stock Vested
    Pension
    Benefits
   89




---



##### Table of Contents



Non-Qualified
    Defined Contribution and Other Non-qualified Deferred
    Compensation Plans
    Termination
    and Change in Control Arrangements
    Robert Callahan.
  Mark Moyer.
  Jason Young.
 90




---



##### Table of Contents



Sloan Seymour.
  Scott McCarthy.
 91




---



##### Table of Contents



Termination without


Termination withoutCause Prior to a


Cause Following aChange in Control


Change in Control


Voluntary


Death or


Change inName

Benefit


(1) (2)


(1) (2)


Termination


Disability


ControlRobert Callahan


Cash severance


$
1,014,261


$
1,014,261











Mark Moyer


Cash severance


$
141,415


$
141,415











Jason Young


Cash severance


$
457,829


$
457,829











Sloan Seymour


Cash severance


$
322,829


$
322,829











Scott McCarthy


Cash severance


$
407,829


$
407,829











     (1)
    
    For Messrs. Callahan, Young, Seymour and McCarthy, Includes
    resignation for good reason as defined in their respective
    executive agreements.(2)
    
    Does not include any termination bonus related to the 2006 cash
    incentive bonus, since the latter would not be deemed to be
    related to a prior, completed calendar year which was due and
    owing and not paid at December 31, 2006. Does not include
    any termination bonus related to the 2005 cash incentive bonus,
    as we determined such amount was zero. In addition, the named
    executive officers would retain their rights to receive future
    payments, if any, pursuant to the 2006
    Long-Term
    Incentive Plan and pursuant to any options that may have been
    granted to them.  Director
    Compensation
    Change in PensionFees Earned











Value andor Paid








Non-Equity


Nonqualifiedin Cash


Stock


Option


Incentive Plan


Deferred


All Other($)


Awards


Awards


Compensation


Compensation


Compensation


TotalName

(1)


($)


($)


($)


Earnings


($)


($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)Robert Callahan


























John Willis


























Avy Stein


























Daniel Blumenthal


























Bradley Shisler


























Susan Alderton

$
50,000






















$
50,000     (1)
    
    In addition, we reimburse members of Board of Directors for any
    out-of-pocket
    expenses incurred by them in connection with the services
    provided in such capacity. 92




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
  Form 10-K. Form 10-K.
        ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS     93




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##### Table of Contents



Beneficial Ownership(1)Percent of





Percent ofShares of


Outstanding


Shares of


Outstanding





Percent ofSeries A


Series A


Series E


Series E


Shares of


OutstandingPreferred


Preferred


Preferred


Preferred


Common


CommonBeneficial Owner

Stock


Stock


Stock


Stock


Stock


StockWillis Stein Entities(2)


281,627.5



85.57
%


8,088.6



28.35
%


50,650,938



99.35
%DLJ Entities(3)


47,500.0



14.43











333,333



14.42MacKay Shields LLP(4)










9,469.4



33.19



1,921,502



45.40Robert F. Callahan






















Mark Moyer






















Jason Young






















Sloan Seymour






















Scott McCarthy






















John R. Willis(2)


281,627.5



85.57



8,088.6



28.35



50,650,938



99.35Avy H. Stein(2)


281,627.5



85.57



8,088.6



28.35



50,650,938



99.35Daniel H. Blumenthal(2)


281,627.5



85.57



8,088.6



28.35



50,650,938



99.35Bradley J. Shisler






















Susan E. Alderton






















All directors and executive
    officers as a group (13 persons)


281,627.5



85.57
%


8,088.6



28.35
%


50,650,938



99.35
%     *
    
    Less than 1% of outstanding series of stock.(1)
    
    Beneficial ownership generally means voting or
    investment power with respect to a security or the right to
    acquire such power within 60 days. Unless otherwise
    indicated, we believe that each holder has sole voting and
    investment power with regard to the equity interests listed as
    beneficially owned.(2)
    
    Includes 213,750 shares of Series A Preferred Stock
    (64.9%), 8,088.6 shares of Series E Preferred Stock
    (28.4%) and 50.2 million shares of common stock (including
    approximately 8.6 million shares issuable upon conversion
    of Series C Preferred Stock and approximately
    40.1 million shares issuable upon the exercise of warrants
    to purchase common stock) held by Willis Stein &
    Partners II, L.P., Willis Stein &
    Partners III, L.P., Willis Stein & Partners Dutch,
    L.P., Willis Stein & Partners Dutch III-A, L.P., Willis
    Stein & Partners Dutch III-B, L.P., and Willis
    Stein & Partners III-C, L.P. (collectively, the
    Willis Stein Entities). Also includes
    67,877.5 shares of Series A Preferred Stock and
    477,716 shares of common stock held by the stockholders
    executing the Investor Rights Agreement (other than the DLJ
    Entities). Such stockholders have agreed pursuant to the terms
    of the Investor Rights Agreement to vote their shares as
    directed by the Willis Stein Entities in certain matters as
    described more fully in Item 13 hereof and in the Investor
    Rights Agreement. As a result of the foregoing, the Willis Stein
    Entities may be deemed to have beneficial ownership with respect
    to the shares held by the stockholders executing the Investor
    Rights Agreement (other than the DLJ Entities). The Willis Stein
    Entities disclaim beneficial ownership of such shares held by
    such stockholders. Messrs. John R. Willis, Avy H. Stein and
    Daniel H. Blumenthal are Managing Directors of each of the
    ultimate general partners of the Willis Stein Entities, and, as
    a result, may be deemed to have beneficial ownership with
    respect to the shares held by and deemed to be beneficially
    owned by the Willis Stein Entities. Each disclaims beneficial
    ownership of such shares held by and deemed to be beneficially
    owned by such funds. The address for Willis Stein and
    Messrs. Willis, Stein and Blumenthal is One North Wacker
    Drive, Suite 4800, Chicago, Illinois 60606.(3)
    
    Includes shares held by DLJ Diversified Partners, L.P., DLJ
    Diversified Partners-A, L.P., DLJ EAB Partners, L.P., DLJ
    ESC II L.P., DLJ First Esc L.P., DLJ Merchant Banking
    Partners II-A, L.P., DLJ Offshore Partners II, CV. and
    DLJMB Funding II, Inc., which are private equity investment
    funds affiliated with DLJ Merchant 94




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##### Table of Contents



Banking, Inc. The address for DLJ Merchant Banking, Inc. is
    Eleven Madison Avenue, New York, New York 10010.(4)
    
    Based on the most recent information available to the Company,
    includes 10,361 shares of Series E Preferred Stock of
    Ziff Davis Holdings and 1,921,502 shares issuable upon the
    exercise of warrants to purchase shares of common stock of Ziff
    Davis Holdings held by MacKay Shields LLP as investment manager
    on behalf of its managed funds for which it has discretionary
    authority. The address for MacKay Shields LLP is
    9 West 57th Street, 33rd Floor, New York,
    New York 10019.  Equity
    Compensation Plans
    Number of SecuritiesRemaining Available forNumber of Securities to


Weighted-Average


Future Issuance underbe Issued upon Exercise


Exercise Price of


Equity Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan category:Equity compensation plans approved
    by security holders










Equity compensation plans not
    approved by security holders:2001 Stock Option Plan


18,078


$
7.50



69,5892002 Stock Option PlanSeries D


10,380



1,098.05



3,737Series B


12,300



1,007.05



5,044Series A


40,534



0.01



17,547Common Stock


6,355,000



0.001



3,264,171Total


6,436,292







3,360,088   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Investor
    Rights Agreement
    
    Ziff Davis Holdings Chief Executive Officer;
    one person designated by DLJ Merchant Banking Partners II,
    L.P.; currently nobody has been designated; and
    four persons designated by Willis Stein, who currently are Avy
    H. Stein, John R. Willis, Daniel H. Blumenthal and Bradley J.
    Shisler. 95




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##### Table of Contents



Willis
    Stein
  out-of-pocket
  Distribution
    and Payment Arrangements
     96




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##### Table of Contents



Indemnification
    of Directors and Officers
    Director
    Independence
  Rule 10A-3(b)(1)
  Transactions
    with Related Persons
    Policies
    and Procedures for Review, Approval or Ratification of Related
    Party Transactions
    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   97




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##### Table of Contents



Audit
    and Other Fees for the Past Two Fiscal Years
    2006


2005Audit fees(l)

$
418,900


$
855,530Audit-related fees(2)


310,300



71,492Tax fees(3)






All other fees(4)






25,000Total

$
729,200


$
952,022     (1)
    
    Audit fees consist of the audit of our annual financial
    statements, the review of quarterly financial statements, as
    well as work generally only the independent auditor can
    reasonably be expected to provide, such as statutory audits and
    financial audits of subsidiaries, services associated with SEC
    registration statements filed in connection with securities
    offerings (i.e., comfort letters and consents), and financial
    accounting and reporting consultations.(2)
    
    Audit-related fees consist principally of audits of employee
    benefit plans, assurance and related services that are
    reasonably related to the performance of the audit or review of
    financial statements and consulting on financial accounting and
    reporting standards.(3)
    
    Tax fees consist principally of assistance with tax compliance,
    tax advice and tax planning. Tax compliance includes preparation
    of original and amended tax returns for Ziff Davis Holdings and
    its consolidated subsidiaries; refund claims; and payment
    planning. Tax advice and tax planning includes assistance with
    tax audits and appeals, tax work stemming from
    Audit-Related items, tax work relating to employee
    benefit plans and requests for rulings or technical advice from
    taxing authorities.(4)
    
    All other fees consisted principally of amounts paid for
    consulting services related to a review of the Companys
    2002 stock option plan. 98




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K
  ExhibitNo.

Description2
.1

Purchase Agreement dated
    December 6, 1999 among WS-ZP Acquisition, Inc., ZD Inc. and
    ZD Holdings (Europe) Ltd. Previously filed in connection with
    Ziff Davis Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 2.1.*3
.1

Certificate of Incorporation for
    Ziff Davis Media Inc. Previously filed in connection with Ziff
    Davis Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.1.*3
.2

Fifth Amended and Restated
    Certificate of Incorporation for Ziff Davis Holdings Inc.*3
.3

Certificate of Incorporation for
    Ziff Davis Publishing Holdings Inc. Previously filed in
    connection with Ziff Davis Medias Registration Statement
    on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.2.*3
.4

Certificate of Incorporation for
    Ziff Davis Internet Inc. Previously filed in connection with
    Ziff Davis Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.3.*3
.5

Certificate of Incorporation for
    Ziff Davis Development Inc. Previously filed in connection with
    Ziff Davis Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.4.*3
.6

Certificate of Incorporation for
    Ziff Davis Publishing Inc. Previously filed in connection with
    Ziff Davis Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.5.*3
.7

By-laws for Ziff Davis Media Inc.
    Previously filed in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.7.*3
.8

By-laws for Ziff Davis Holdings
    Inc.*3
.9

By-laws for Ziff Davis Publishing
    Holdings Inc. Previously filed in connection with Ziff Davis
    Medias Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.8.*3
.10

By-laws for Ziff Davis Internet
    Inc. Previously filed in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.9.*3
.11

By-laws for Ziff Davis Development
    Inc. Previously filed in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.10.*3
.12

By-laws for Ziff Davis Publishing
    Inc. Previously filed in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 3.11.*3
.13

Certificate of Incorporation of
    Ziff Davis Intermediate Holdings Inc.*3
.14

By-laws of Ziff Davis Intermediate
    Holdings Inc.*4
.1

Indenture, dated August 12,
    2002, by and between Ziff Davis Media Inc., the guarantors
    thereunder and Deutsche Bank Trust Company Americas.*4
.2

Registration Rights Agreement,
    dated August 12, 2002, by and among Ziff Davis Holdings
    Inc. and Ziff Davis Media Inc.*4
.3

Indenture, dated July 21,
    2000 by and between Ziff Davis Media Inc., the guarantors
    thereunder and Bankers Trust Company. Previously filed on
    April 30, 2002 in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    dated January 24, 2001. Previously filed in connection with
    Ziff Davis Medias Registration Statement on
    Form S-4,
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 4.1.*4
.4

First Supplemental Indenture,
    dated as of August 12, 2002 by and between Ziff Davis
    Media, the guarantors thereunder and Deutsche Bank Trust Company
    Americas, supplementing that certain indenture, dated
    July 21, 2000, by and between Ziff Davis Media Inc., the
    guarantors thereunder and Bankers Trust Company.* 99




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##### Table of Contents



ExhibitNo.

Description4
.5

Investor Rights Agreement, dated
    April 5, 2000, by and among Ziff Davis Holdings Inc.,
    Willis Stein & Partners II, L.P., Willis
    Stein & Partners Dutch II, L.P., Willis
    Stein & Partners III, L.P. (and other partnerships
    sharing a common general partner therewith), the investors
    listed on the Schedule of Co-Investors, certain executive
    employees of Ziff Davis Holdings Inc., and certain other
    stockholders listed on the Schedule of New Stockholders.
    Previously filed on March 20, 2002 in connection with Ziff
    Davis Medias
    Form 10-K
    as Exhibit 9.1.*4
.6

Amendment No. 1 to Investor
    Rights Agreement, dated August 12, 2002, by and among Ziff
    Davis Holdings Inc., Willis Stein & Partners II,
    L.P., Willis Stein & Partners Dutch II, L.P.,
    Willis Stein & Partners III, L.P. (and other
    partnerships sharing a common general partner therewith), the
    investors listed on the Schedule of Co-Investors, certain
    executive employees of Ziff Davis Holdings Inc., and certain
    other stockholders listed on the Schedule of New Stockholders.*4
.7

Supplemental Indenture, dated as
    of September 18, 2002, by and among Ziff Davis Media Inc.,
    Ziff Davis Holdings Inc., and Deutsche Bank Trust Company
    Americas, supplementing the indenture, dated as of
    August 12, 2002, by and between Ziff Davis Media Inc., the
    guarantors thereunder and Deutsche Bank Trust Company Americas.*4
.8

Second Supplemental Indenture,
    dated as of September 18, 2002, by and among Ziff Davis
    Media Inc., Ziff Davis Holdings Inc. and Deutsche Bank Trust
    Company Americas, supplementing the indenture, dated as of
    July 21, 2000, by and between Ziff Davis Media Inc., the
    guarantors thereunder and Deutsche Bank Trust Company Americas
    (f/k/a Bankers Trust Company).*4
.9

Form of Global
    Series E-l
    Preferred Stock Certificate.*10
.1

Series D Preferred Stock
    Purchase Agreement, dated August 12, 2002, by and between
    Ziff Davis Holdings Inc., and the purchasers thereunder.*10
.2

Stock Purchase Agreement, dated as
    of April 30, 2002, by and among Ziff Davis Holdings Inc.
    and the purchasers thereunder.*10
.3

Stock Purchase Agreement, dated as
    of May 31, 2002, by and among Ziff Davis Holdings Inc. and
    the purchasers thereunder.*10
.4

Stock Purchase Agreement, dated as
    of June 28, 2002, by and among Ziff Davis Holdings Inc. and
    the purchasers thereunder.*10
.5

Stock Purchase Agreement, dated as
    of August 8, 2002, by and among Ziff Davis Holdings Inc.
    and the purchasers thereunder.*10
.6

Warrant Agreement, dated
    August 12, 2002, by and among Ziff Davis Holdings Inc. and
    Willis Stein & Partners II, L.P.*10
.7

Warrant Agreement, dated
    August 12, 2002, by and among Ziff Davis Holdings Inc. and
    Deutsche Bank Trust Company Americas.*10
.8

Distribution and Payment
    Agreement, dated August 12, 2002, by and between Ziff Davis
    Holdings Inc. and Willis Stein & Partners II, L.P.*10
.9

2002 Ziff Davis Holdings Inc.
    Amended and Restated Employee Stock Option Plan.**10
.10

License Agreement, dated
    April 5, 2000 with ZD Inc. (ZD logo). Previously filed in
    connection with Ziff Davis Medias Registration Statement
    on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 10.3.*10
.11

License Agreement, dated
    April 5, 2000 with ZD Inc. (Interactive). Previously filed
    in connection with Ziff Davis Medias Registration
    Statement on
    Form S-4
    (No. 333-48014)
    dated October 16, 2000 as Exhibit 10.4.*10
.12

Amended and Restated Executive
    Agreement by and between Ziff Davis Holdings Inc., Ziff Davis
    Publishing Inc. and Mr. Robert F. Callahan, dated as of
    March 23, 2005. Previously filed in connection with Ziff
    Davis Medias
    Form 10-K
    as Exhibit l0.l for the quarter ended March 31, 2005.*10
.13

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Paul OReilly, dated as
    of September 17, 2004.* 100




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##### Table of Contents



ExhibitNo.

Description10
.14

Stock Purchase Agreement by and
    among Ziff Davis Holdings Inc. and the stock purchasers
    thereunder, dated May 20, 2001. Previously filed in
    connection with Ziff Davis Medias
    Form 10-Q
    as Exhibit 10.2 for the quarter ended September 30,
    2001.*10
.15

Stock Purchase Agreement by and
    among Ziff Davis Holdings Inc. and the stock purchasers
    thereunder, dated July 13, 2001. Previously filed in
    connection with Ziff Davis Medias
    Form 10-Q
    as Exhibit 10.3 for the quarter ended September 30,
    2001.*10
.16

Stock Purchase Agreement by and
    among Ziff Davis Holdings Inc. and the stock purchasers
    thereunder, dated August 30, 2001. Previously filed in
    connection with Ziff Davis Medias
    Form 10-Q
    as Exhibit 10.4 for the quarter ended September 30,
    2001.*10
.17

Sale and Purchase Agreement
    relating to certain Print-Based Publishing Assets in the UK,
    Germany and France, dated June 20, 2000 with VNU N.V., View
    Group B.V., VNU Business Publications Limited, VNU Holding
    Deutschland GMBH, VNU Business Publications France S.A.
    Previously filed in connection with Ziff Davis Medias
    Registration Statement on
    Form S-4
    dated October 16, 2000 as Exhibit 2.2.*10
.18

Stock Purchase Agreement, dated as
    of July 3, 2002, by and among Ziff Davis Media Inc., Ziff
    Davis Development Inc. and Lionbridge Technologies, Inc.*10
.19

Amendment No. 1 to Stock
    Purchase Agreement, dated as of August 12, 2002 by and
    among Ziff Davis Holdings, Inc., Willis Stein &
    Partners Dutch III-B, L.P. and Willis Stein &
    Partners III-C, L.P. (relating to Stock Purchase Agreement,
    dated as of April 30, 2002).*10
.20

Amendment No. 1 to Stock
    Purchase Agreement, dated as of August 12, 2002 by and
    among Ziff Davis Holdings, Inc., Willis Stein &
    Partners Dutch III-B, L.P. and Willis Stein &
    Partners III-C, L.P. (relating to Stock Purchase Agreement,
    dated as of May 31, 2002).*10
.21

Amendment No. 1 to Stock
    Purchase Agreement, dated as of August 12, 2002 by and
    among Ziff Davis Holdings, Inc., Willis Stein &
    Partners Dutch III-B, L.P. and Willis Stein &
    Partners III-C, L.P. (relating to Stock Purchase Agreement,
    dated as of June 28, 2002).*10
.22

Amendment No. 1 to Stock
    Purchase Agreement, dated as of August 12, 2002 by and
    among Ziff Davis Holdings, Inc., Willis Stein &
    Partners Dutch III-B, L.P. and Willis Stein &
    Partners III-C, L.P. (relating to Stock Purchase Agreement,
    dated as of August 8, 2002).*10
.23

Executive Agreement by and between
    Ziff Davis Holdings Inc., Ziff Davis Publishing Inc. and
    Mr. Gregory Barton, dated as of October 23,
    2002.*10
.24

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Mark Moyer, dated as of
    September 30, 2005.*10
.25

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Jason Young, dated as of
    May 26, 2006.*10
.26

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Sloan Seymour, dated as of
    August 1, 2003.*10
.27

Amendment No. 1 dated as of
    June 15, 2006 to Amended and Restated Executive Agreement
    between Registrant and Mr. Robert Callahan.*10
.28

Ziff Davis Holdings Inc. 2006
    Long-Term Incentive Plan.*10
.29

Form of Grant Agreement with
    respect to Ziff Davis Holding Inc. 2006 Long Term Incentive
    Plan.*10
.30

Amended and Restated Executive
    Agreement by and between Ziff Davis Holdings Inc. Ziff Davis
    Publishing Inc., and Mr. Bart Catalane, dated as of
    March 23, 2005.*10
.31

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Michael Miller, dated as of
    October 1, 2004.*10
.32

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Scott McCarthy, dated as of
    October 15, 2004.*10
.33

Amendment dated December 31,
    2004 to Executive Agreement by and between Ziff Davis Media Inc.
    and Mr. Scott McCarthy.*10
.34

Asset Purchase Agreement by and
    among Ziff Davis Media, Inc., MBPS, Com, Inc., FileFront, L.P.
    and FileFront Principals Dated as of November 4, 2005* 101




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##### Table of Contents



ExhibitNo.

Description10
.35

Letter dated December 6, 2005
    from the registrant to Susan E. Alderton. *10
.36

Purchase Agreement, dated
    April 18, 2005, by and among Ziff Davis Media Inc., the
    guarantors named therein and Bear, Stearns & Co. Inc.
    and Lehman Brothers Inc. Incorporated by reference to Ziff Davis
    Holdings
    Form 8-K
    filed on April 26, 2005.*10
.37

Indenture, dated April 22,
    2005, by and among Ziff Davis Media Inc., the guarantors named
    therein and US Bank National Association as Trustee.
    Incorporated by reference to Ziff Davis Holdings
    Form 8-K
    filed on April 26, 2005.*10
.38

First Lien Security Agreement,
    dated as of April 22, 2005, by and among Ziff Davis Media
    Inc., the guarantors named therein and US Bank National
    Association, as Trustee. Incorporated by reference to Ziff Davis
    Holdings
    Form 8-K
    filed April 26, 2005.*10
.39

Registration Rights Agreement,
    dated April 22, 2005, by and among Ziff Davis Media Inc.,
    the Guarantors named therein and Bear, Stearns & Co.
    Inc. and Lehman Brothers Inc. Incorporated by reference to Ziff
    Davis Holdings
    Form 8-K
    filed on April 26, 2005.*10
.40

Executive Agreement by and between
    Ziff Davis Media Inc. and Mr. Mark Moyer dated
    November 13, 2006.**   14
.1

Code of Ethics.*14
.2

Ziff Davis Holdings Inc. Audit and
    Non-Audit Services Pre-Approved Policy.*21
.1

Subsidiaries of Registrants.*31
.1

Certification of our Chief
    Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.**31
.2

Certification of our Chief
    Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.**32
.1

Certification of our Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.**32
.2

Certification of our Chief
    Financial Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.**     *
    
    Previously filed.**
    
    Filed herewith.
    
    Denotes management contract or compensatory plan or arrangement. 102




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##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15
    (d) of the Securities Exchange Act of 1934, the registrant
    has duly caused this report to be signed on it behalf by the
    undersigned, thereunto duly authorized on the 2nd day of
    April 2007.
    By:
    /s/  Mark
    D. Moyer     Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by the following
    persons on behalf of the registrant and in the capacities.
  Signatures

Title/s/  Robert
    F. CallahanRobert
    F. Callahan

Chairman and Chief Executive
    Officer
    (Principal Executive Officer)/s/  Mark
    D. MoyerMark
    D. Moyer

Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  John
    R. WillisJohn
    R. Willis

Director/s/  Avy
    H. SteinAvy
    H. Stein

Director/s/  Daniel
    H.
    BlumenthalDaniel
    H. Blumenthal

Director/s/  Bradley
    J. ShislerBradley
    J. Shisler

Director/s/  Susan
    AldertonSusan
    Alderton

Director   Supplemental Information to be Furnished With Reports Filed
    Pursuant to Section 15(d) of the Act by Registrants Which
    Have Not Registered Securities Pursuant to Section 12 of
    the Act.
   103