---

# UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-Q

(Mark
One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934

# For the Quarterly
Period Ended September 30, 2005

# OR

[    ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

# For the transition
period from ________to _________

# Commission file number
0-20939

# CNET Networks, Inc.(Exact name of
registrant as specified in its charter)

Delaware                                                                         13-3696170(State or Other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification Number)

# 235 Second Street, San Francisco, CA 94105(Address of Principal Executive Offices including Zip Code)

# Telephone Number (415) 344-2000(Registrants telephone number, including Area Code)

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

Indicate by check mark whether the  registrant is an  accelerated  filer (as defined in Rule 12b-2 of
the Exchange Act). YES [X] NO
[      ]

Indicate by check mark whether the  registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES [X] NO
[      ]

As of November 4, 2005 there were 148,496,147 shares of the registrants common stock
outstanding.

---

|                                                               | Three Months Ended
September 30, | Nine Months Ended
September 30,
|-------------------------------------------------------------- | -------------------------------- | -------------------------------
|
|Revenues                                                       |                                  |                                
|Interactive                                                    |                                  |                                
|Publishing                                                     |                                  |                                
|                                                               |                                  |                                
|Total revenues                                                 |                                  |                                
|Operating expenses:                                            |                                  |                                
|Cost of revenues                                               |                                  |                                
|Sales and marketing                                            |                                  |                                
|General and administrative                                     |                                  |                                
|Depreciation                                                   |                                  |                                
|Amortization of intangible assets                              |                                  |                                
|Asset impairment                                               |                                  |                                
|                                                               |                                  |                                
|Total operating expenses                                       |                                  |                                
|Operating income (loss)                                        |                                  |                                
|Non-operating income (expense):                                |                                  |                                
|Realized gains on investments                                  |                                  |                                
|Impairment of privately held investments                       |                                  |                                
|Interest income                                                |                                  |                                
|Interest expense                                               |                                  |                                
|Other                                                          |                                  |                                
|                                                               |                                  |                                
|Total non-operating income (expense)                           |                                  |                                
|                                                               |                                  |                                
|Income (loss) before income taxes                              |                                  |                                
|Income tax expense (benefit)                                   |                                  |                                
|                                                               |                                  |                                
|Net income (loss)                                              |                                  |                                
|                                                               |                                  |                                
|Basic net income (loss) per share                              |                                  |                                
|                                                               |                                  |                                
|Diluted net income (loss) per share                            |                                  |                                
|                                                               |                                  |                                
|Shares used in calculating basic net income (loss) per share   |                                  |                                
|Shares used in calculating diluted net income (loss) per share |                                  |                                

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.CONDENSED
CONSOLIDATED BALANCE SHEETS(UNAUDITED) (in thousands, except
share data)

|                                                    | September 30,
2005 | December 31,
2004
|--------------------------------------------------- | ------------------ | -----------------
|ASSETS                                              |                    |                  
|Current Assets:                                     |                    |                  
|Cash and cash equivalents                           |                    |                  
|Investments in marketable debt securities           |                    |                  
|Accounts receivable, net                            |                    |                  
|Other current assets                                |                    |                  
|                                                    |                    |                  
|Total current assets                                |                    |                  
|                                                    |                    |                  
|Restricted cash                                     |                    |                  
|Investments in marketable debt securities           |                    |                  
|Property and equipment, net                         |                    |                  
|Other assets                                        |                    |                  
|Intangible assets, net                              |                    |                  
|Goodwill                                            |                    |                  
|                                                    |                    |                  
|Total assets                                        |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                |                    |                  
|Current liabilities:                                |                    |                  
|Accounts payable                                    |                    |                  
|Revolving credit facility                           |                    |                  
|Accrued liabilities                                 |                    |                  
|Current portion of long-term debt                   |                    |                  
|                                                    |                    |                  
|Total current liabilities                           |                    |                  
|Non-current liabilities:                            |                    |                  
|Long-term debt                                      |                    |                  
|Other liabilities                                   |                    |                  
|                                                    |                    |                  
|Total liabilities                                   |                    |                  
|Stockholders' equity:                               |                    |                  
|Common stock; $0.0001 par value; 400,000,000 shares |                    |                  
|authorized; 148,057,480 outstanding at              |                    |                  
|September 30, 2005 and 144,455,283 outstanding      |                    |                  
|at December 31, 2004                                |                    |                  
|Additional paid-in-capital                          |                    |                  
|Accumulated other comprehensive income              |                    |                  
|Treasury stock, at cost                             |                    |                  
|Accumulated deficit                                 |                    |                  
|                                                    |                    |                  
|Total stockholders' equity                          |                    |                  
|                                                    |                    |                  
|Total liabilities and stockholders' equity          |                    |                  
|                                                    |                    |                  
|                                                    |                    |                  

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(in thousands)

|                                                                  | Nine Months Ended
September 30,
|----------------------------------------------------------------- | -------------------------------
|
|Cash flows from operating activities:                             |                                
|Net Income                                                        |                                
|Adjustments to reconcile net income to net cash provided by       |                                
|operating activities:                                             |                                
|Depreciation and amortization                                     |                                
|Asset impairments                                                 |                                
|Loss on asset disposals                                           |                                
|Noncash interest expense                                          |                                
|Allowance for doubtful accounts                                   |                                
|Equity losses in investees                                        |                                
|Gain on sale of marketable securities and privately               |                                
|held investments                                                  |                                
|Loss on impairment of privately held investments                  |                                
|Changes in operating assets and liabilities, net of acquisitions: |                                
|Accounts receivable                                               |                                
|Other assets                                                      |                                
|Accounts payable                                                  |                                
|Accrued liabilities                                               |                                
|Other long-term liabilities                                       |                                
|                                                                  |                                
|Net cash provided by operating activities                         |                                
|                                                                  |                                
|Cash flows from investing activities:                             |                                
|Purchase of marketable debt securities                            |                                
|Proceeds from sale of marketable debt securities                  |                                
|Proceeds from sales of investments in privately held companies    |                                
|Release of restrictions on cash                                   |                                
|Investments in privately held companies                           |                                
|Net cash paid for acquisitions                                    |                                
|Capital expenditures                                              |                                
|                                                                  |                                
|Net cash used in investing activities                             |                                
|                                                                  |                                
|Cash flows from financing activities:                             |                                
|Payments received on stockholders' notes                          |                                
|Net proceeds from issuance of convertible notes                   |                                
|Net proceeds from employee stock purchase plan                    |                                
|Net proceeds from exercise of options                             |                                
|Principal payments on borrowings                                  |                                
|                                                                  |                                
|Net cash provided by financing activities                         |                                
|                                                                  |                                
|Net increase (decrease) in cash and cash equivalents              |                                
|Effect of exchange rate changes on cash and cash equivalents      |                                
|Cash and cash equivalents at the beginning of the period          |                                
|                                                                  |                                
|Cash and cash equivalents at the end of the period                |                                
|                                                                  |                                
|Supplemental disclosure of cash flow information:                 |                                
|Interest paid                                                     |                                
|Taxes paid                                                        |                                

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.NOTES
 TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2005

# (1) BASIS OF FINANCIAL
STATEMENTS

BUSINESS AND BASIS OF
PRESENTATION

CNET Networks, Inc. (CNET
Networks) is a worldwide media company and creator of content environments for the
interactive age. CNET Networks operates websites, each with its own distinct brand, in
three content categories: personal technology, games and entertainment, and business
technology. The personal technology category is anchored by brands such as CNET.com, CNET
Download.com, and Webshots. The games and entertainment category primarily consists of the
GameSpot, MP3.com and TV.com brands. Industry leading brands such as ZDNet, TechRepublic,
BNET, CNET News.com and Release 1.0 are components of the business technology category.
CNET Networks was incorporated in the state of Delaware in December 1992.

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, except as otherwise
indicated, considered necessary for a fair presentation of the financial condition,
results of operations and cash flows for the periods presented. These condensed financial
statements should be read in conjunction with the audited consolidated financial
statements included in CNET Networks most recent Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission, which contains additional financial and
operating information and information concerning the significant accounting policies
followed by CNET Networks.

The condensed consolidated results of
operations for the three and nine months ended September 30, 2005 are not necessarily
indicative of the results to be expected for the current year or any other future period.

SIGNIFICANT ACCOUNTING
POLICIES

There have been no significant
changes in CNET Networks significant accounting policies during the nine months
ended September 30, 2005 as compared to what was previously disclosed in CNET
Networks Annual Report on 10-K for the year ended December 31, 2004, except as noted
below.

CONCENTRATION OF CREDIT
RISK

There were no customers whose
revenues exceeding 10% of total revenues for the three and nine months ended September 30,
2005. Revenues from Google Inc. approximated 10% of total revenues for both the three and
nine months ended September 30, 2004.

INCOME TAXES

In February 2005, CNET Networks and
the Internal Revenue Service reached an agreement whereby $173.6 million of net operating
losses, which were under review by the IRS, were deemed allowable for carryforward. A
portion of these net operating losses have been previously utilized. As a result of this
agreement, an additional net deferred tax asset of $57.2 million was recorded in the first
quarter of 2005 against which a full valuation allowance has been provided. At September
30, 2005, CNET Networks has U.S. federal and foreign net operating losses available for
carryforward totaling $477.6 million, consisting of U.S. net operating losses of $388.5
million and of cumulative foreign net operating losses of $89.1 million.

PRIVATELY-HELD INVESTMENTS

CNET Networks has invested in equity
instruments of privately held, information technology companies for business and strategic
purposes. The carrying value of these investments is included in other assets in the
non-current section of the balance sheet. These investments are accounted for under the
cost method, as CNET Networks does not have the ability to exert significant influence
over the investees or their operations and is not required to provide any future funding
to these companies. On a quarterly basis, these non-quoted investments are reviewed for
indications of an impairment of CNET Networks carrying value. CNET Networks
assessment takes into account, where possible, pricing on more recent rounds of financing,
cash resources, liquidity, market fluctuations of similar companies with publicly quoted
stock, as well as more subjective factors such as CNET Networks estimate of the
strength of the underlying business and assets, including technology and intangibles. If
an impairment is believed to have occurred, the investment is further evaluated. When CNET
Networks believes there is substantial doubt about the entitys ability to continue
as a going concern, the investment is impaired to the estimated value of the net
realizable assets. When CNET Networks is satisfied that the entity has sufficient
immediate liquidity, but that recent rounds of financing or publicly quoted stock prices
of similar companies imply a valuation less than CNET Networks carrying value, then
the investment will be impaired to reflect current market conditions. CNET Networks
evaluation of certain of its private investments during the third quarter of 2005
determined that an impairment should be recorded. Accordingly, a charge of $1.9 million
was recorded to impair two investments, which is included in realized losses on
investments in the statement of operations.

CNET Networks has an investment in a
privately held company comprising approximately 19% of that companys equity. This
investment has historically been accounted for using the cost accounting method. During
the first quarter of 2005, CNET Networks provided additional debt financing to this
company, and determined that it should use the equity method of accounting for this
investment beginning in the first quarter of 2005. Accounting for this investment under
the equity method of accounting has not had a material impact on CNET Networks
results of operations. For as long as this investment qualifies for the equity method of
accounting, CNET Networks will be required to record its share of this companys net
income (loss).

ASSETS HELD FOR SALE

Beginning in the first quarter of
2004, CNET Networks began a process of transitioning the operations in Switzerland, which
were the headquarters of its Channel Services operations, into its U.S. Media operations.
As part of the transition, CNET Networks no longer required the building owned in
Switzerland and the building was reclassified to assets held for sale and is included in
other current assets. During the third quarter of 2005, a charge of $1.6 million was taken
related to this asset held for sale. This asset was written down to its estimated fair
value based on market data received in the third quarter of 2005. This asset continues to
meet the required criteria for it to be classified as an asset held for sale.

STOCK-BASED COMPENSATION

CNET Networks accounts for its
stock-based employee compensation plans using the intrinsic value method. As such,
compensation expense is recorded on the date of grant if the current market price of the
underlying stock exceeds the exercise price. The compensation expense is recorded over the
vesting period of the grant.

As allowed under SFAS 123,
Accounting for Stock Based Compensation, CNET Networks applies APB Opinion No.
25 in accounting for its stock-based compensation plans and, accordingly, no compensation
cost has been recognized for the plans in the financial statements because options are
granted at the current market price. Had CNET Networks determined compensation cost based
on the fair value at the grant date for its stock options under SFAS 123, CNET
Networks net income (loss) and net income (loss) per share would have been adjusted
to the pro forma amounts indicated below:

|(in thousands, except per share data) | Three Months Ended
September 30, | Nine Months Ended
September 30,
|------------------------------------- | -------------------------------- | -------------------------------
|
|
|Net income (loss):                    |                                  |                                
|As reported                           |                                  | $   (3,379                     
|Fair value based method               |                                 
|compensation expense                  |                                 
|Options                               |                                  | (4,535                         
|ESPP                                  |                                  | (61                            
|                                      |                                  |                                
|Proforma                              |                                  | $   (7,975                     
|                                      |                                  |                                
|Basic net income (loss) per share:    |                                 
|As reported                           |                                  | $     (0.02                    
|Proforma                              |                                  | $     (0.05                    
|Diluted net income (loss) per share:  |                                 
|As reported                           |                                  | $     (0.02                    
|Proforma                              |                                  | $     (0.05                    

The weighted-average fair value of
options granted in the three and nine months ended September 30, 2005 was $7.55 and $7.39,
respectively. The weighted-average fair value of options granted in the three and nine
months ended September 30, 2004 was $8.97 and $9.14, respectively.

The fair value of each option grant
is estimated on the date of grant using the Black Scholes option-pricing model with the
following weighted-average assumptions used for grants:

|                                             | Three Months Ended September 30, | Nine Months Ended September 30,
|-------------------------------------------- | -------------------------------- | -------------------------------
|
|Stock Plan:   Dividend yield                 |                                  |                                
|Expected volatility                          |                                  |                                
|Risk-free interest rate                      |                                  |                                
|Expected life (in years)                     |                                  |                                
|Employee Stock Purchase Plan: Dividend yield |                                  |                                
|Expected volatility                          |                                  |                                
|Risk-free interest rate                      |                                  |                                
|Expected life (in years)                     |                                  |                                

RECENT ACCOUNTING
PRONOUNCEMENTS

In December 2004, the FASB issued
Statement 123R, Share-Based Payment, which will require all companies to
measure compensation cost for all employee share-based payments at fair value. This
statement was to be effective for public companies for interim or annual periods beginning
after June 15, 2005. On April 14, 2005, the SEC adopted a new rule that amends the
compliance dates for implementation of FAS 123R. The SECs new rule allows companies
to implement Statement 123R as of the beginning of their next fiscal year, which for CNET
Networks would be January 1, 2006. The statement eliminates the alternative to use the
intrinsic value method of accounting under APB Opinion No. 25 that was allowed under the
original provisions of Statement 123. Since we currently report share-based compensation
using the intrinsic-value method, the adoption of this standard will have a significant
impact on the consolidated statement of operations as we will be required to recognize the
cost of employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards. The stock-based compensation disclosure within
this note sets out the impact of using fair value accounting for share-based payments for
the three and nine months ended September 30, 2005 and 2004. However, the amounts
disclosed within our footnote are not necessarily indicative of the amounts that will be
expensed in future periods upon the adoption of Statement 123R as those amounts will vary
with the level of equity instrument awards and the grant-date value of those awards.
Additionally, upon implementation of Statement 123R, we may choose to use a different
valuation model to value the compensation expense associated with employee stock options.
We are still evaluating the provisions of Statement 123R.

In March 2004, the FASB issued EITF
Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments, which provides new guidance for assessing impairment losses
on debt and equity investments, as well as new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB delayed the
accounting provisions of EITF Issue No. 03-1; however, the disclosure requirements remain
effective and have been adopted for our year ended December 31, 2004. We will evaluate the
effect, if any, of EITF No. 03-1 when final guidance is issued.

# (2) ACQUISITIONS

For the nine months ended September
30, 2005, purchase consideration for all acquisitions was as follows:

|(in thousands)                     | 
|---------------------------------- | 
|Cash                               | 
|Stock issued                       | 
|Deferred consideration             | 
|Estimated direct acquisition costs | 
|                                   | 
|Net assets acquired                | 
|                                   | 

On April 4, 2005, CNET Networks
acquired existing technology from Wind-up Labs, LLC which operated the heypix.com web site
(Wind-up Labs and HeyPix, collectively know as HeyPix). HeyPix provided
additional functionality and product enhancements to Webshots users. On April 14, 2005,
CNET Networks acquired MetaCritic, Inc., which operates the metacritic.com website that
provides users with reviews of movies, games, music and books. The acquisition of
MetaCritic broadens CNET Networks content coverage in the games and entertainment
category. On January 14, 2005, CNET Networks acquired Collaborative Content LLC which
operated the website at www.tvtome.com (Collaborative Content LLC and TVTome, collectively
known as TVTome). TVTomes website provided episode guides for almost all
the current and for many of the classic television shows. In June 2005, this site was
redirected to CNET Networks site, TV.com. TVTome provided CNET Networks additional users
and usage, and the opportunity to expand into new categories of advertisers.

Under the terms of the agreements,
CNET Networks paid an aggregate purchase price totaling $11.5 million for the HeyPix,
MetaCritic and TVTome acquisitions consisting of 240,540 shares of CNET Networks, Inc.
common stock valued at $2.3 million, approximately $6.2 million paid in cash, and $3.0
million of notes payable, which are due in two years bearing interest at a rate of 3.0%
per year, and are included in long-term debt.

On April 19, 2005, CNET Networks
acquired a 90% interest in the assets of PCHome located in Shanghai, China in cooperation
with Chinese subsidiaries and affiliates. PCHome operates a personal technology website,
pchome.net. The acquisition of PCHome in China will allow CNET Networks to continue to
expand its online presence in China and place CNET Networks in a position to capitalize on
the potential of the developing Chinese online market. As part of the transaction, CNET
Networks agreed to acquire the 10% interest, at the sellers option exercisable on
the second and third anniversary of the acquisition, for a per share price equal to that
paid for the original 90% interest.

The purchase price paid for the 90%
interest in PCHome totaled $11.1 million, consisting of $5.1 million paid in cash, and
$6.0 million of deferred consideration, which is due in the fourth quarter of 2005 and as
such is included in accrued liabilities.

Under the purchase method of
accounting, the total purchase prices as of the dates of acquisition have been allocated
to assets and liabilities based on managements estimate of fair value. The estimated
fair values of the assets acquired and liabilities assumed for these acquisitions at the
dates of acquisition are as follows:

|(in thousands)                 | Total | Weighted Average Life
|------------------------------ | ----- | ---------------------
|Cash acquired                  |       | $      378           
|Tangible assets acquired       |       | 481                  
|Amortizable intangible assets: |       |                      
|Tradenames                     |       | 1,991                
|Existing technology            |       | 4,832                
|Existing relationships         |       | 1,449                
|Content                        |       | 1,076                
|Noncompete                     |       | 88                   
|Goodwill                       |       | 13,548               
|                               |       |                      
|Total assets acquired          |       | 23,843               
|Liabilities assumed            |       | (1,202               
|                               |       |                      
|Net assets acquired            |       | $ 22,641             
|                               |       |                      

The excess of the purchase
consideration over the fair value of the net assets acquired has been allocated to
goodwill. An estimate of $13.5 million has been allocated to goodwill,of which
$4.4 million is deductible for tax purposes. Goodwill will not be amortized and will be
tested for impairment at least annually. The results of TVTomes, MetaCritics
and PCHomes operations have been included in CNET Networks statement of
operations from their respective dates of acquisition.

# (3)
GOODWILL AND INTANGIBLE ASSETS

Acquired Intangible Assets.The following table sets forth the amount of intangible assets that are subject to
amortization, including the related accumulated amortization:

|(in thousands)                 | September 30, 2005 | December 31, 2004
|------------------------------ | ------------------ | -----------------
|
|Amortizable intangible assets: |                    |                  
|Trade name/trademarks          |                    |                  
|Existing relationships         |                    |                  
|Developed technology           |                    |                  
|Content                        |                    |                  
|Other                          |                    |                  
|                               |                    |                  
|Total  intangible assets, net  |                    |                  
|                               |                    |                  

Intangible assets that are subject to
amortization are amortized on a straight-line basis and have original estimated useful
lives as follows: trade names/trademarks over two to fifteen years, registered users over
three to seven years, developed technology over two to three years, content over two to
three years, and other over two to five years. Useful lives are reviewed regularly to
ensure that a change in circumstances has not occurred that would result in a change in
useful life. Estimated future amortization expense related to acquired intangible assets
at September 30, 2005 is as follows:

|(in thousands) | 
|-------------- | 
|Q4 2005        | 
|2006           | 
|2007           | 
|2008           | 
|2009           | 
|Thereafter     | 
|               | 
|               | 
|               | 

Goodwill.The following table sets forth the changes in goodwill for the nine months
          ended September 30, 2005:

|(in thousands)                   | Total | U.S.
Media | Computer
Shopper | Channel
Services | Asia | Europe   
|-------------------------------- | ----- | ---------- | ---------------- | ---------------- | ---- | ---------
|Balance as of December 31, 2004  |       | $ 126,287  |                  | $89,543          |      | $ 10,728 
|Acquisitions and foreign         |      
|translation adjustments          |       | 13,785     |                  | 6,523            |      | --       
|Impairment                       |       | (7,128     | )                | --               |      | (7,128   
|                                 |       |            |                  |                  |      |          
|Balance as of September 30, 2005 |       | $ 132,944  |                  | $96,066          |      | $   3,600
|                                 |       |            |                  |                  |      |          

The U.S. Media, Computer Shopper and
Channel Services reporting units operate in our U.S. Media segment and the Asia and Europe
reporting units operate in our International segment.

The increase in goodwill in 2005 is
primarily due to our acquisition of PCHome, as well as foreign currency translation
adjustments relating to goodwill associated with our current and prior period
acquisitions.

As of August 31, 2005, CNET Networks
performed its annual evaluation of the carrying value of goodwill and other intangible
assets of each of its reporting units compared to their fair value under the provisions of
Statement of Financial Accounting Standards No. 142. The evaluation was prepared based on
CNET Networks current and projected performance for the identified reporting units.
The fair value of our reporting units was determined using a combination of the cash flow
and market comparable approaches. Based on this evaluation, CNET Networks determined that
the implied fair value exceeded the carrying value of goodwill and other intangible assets
for each of its reporting units, except the Computer Shopper reporting unit in which fair
value was less than the carrying value as of August 31, 2005. The Computer Shopper
reporting unit is a print publishing business within the U.S. Media segment. As the trend
of migration of advertising spending from print to online continues, the reduction in
forecasted revenues of Computer Shopper resulted in a decrease in the estimated future
cash flows of the reporting unit. The results of this impairment test indicated the
carrying value of goodwill for the Computer Shopper reporting unit exceeded its implied
fair value, and an impairment charge of $7.3 million was recorded, of which $7.1 million
related to goodwill and $216,000 to intangible assets.

# (4)
NET INCOME PER SHARE

The following table sets forth the
computation of net income per share:

|(in thousands, except share and per share data) | Three Months Ended
September 30, | Nine Months Ended
September 30,
|----------------------------------------------- | -------------------------------- | -------------------------------
|
|Income available to common stockholders         |                                  | $      (3,379)                 
|                                                |                                  |                                
|Weighted average shares - basic                 |                                  | 147,057,102                    
|Stock options                                   |                                  | --                             
|                                                |                                  |                                
|Weighted average shares - diluted               |                                  | 147,057,102                    
|                                                |                                  |                                
|Basic income (loss) per common share            |                                  | $            (0.02)            
|                                                |                                  |                                
|Diluted income (loss) per common share          |                                  | $          (0.02)              
|                                                |                                  |                                

Basic net income (loss) per share is
computed using the weighted average number of shares of common stock outstanding during
the period. Diluted net income (loss) per share is computed using the weighted average
number of shares of common stock and dilutive common stock equivalents outstanding during
the period.

Diluted net loss per share for the
three months ended September 30, 2005 does not include the effect of 10,176,418 common
shares related to options with a weighted average exercise price of $9.59 because their
effect is anti-dilutive. Diluted net income per share for the nine months ended September
30, 2005 does not include the effect of 3,182,028 common shares related to options with a
weighted average exercise price of $18.63, because their effect is anti-dilutive. Diluted
net income per share for the three and nine months ended September 30, 2005 also does not
include the effect of 8,333,337 common shares related to the 0.75% Convertible Senior
Notes with an average conversion price of $15.00 per share, because their effect is
anti-dilutive.

Diluted net income per share for the
three months ended September 30, 2004 does not include the effect of 8,895,560 common
shares related to options with a weighted average exercise price of $12.97 and the effect
of 8,333,337 common shares related to the 0.75% Convertible Senior Notes with an average
conversion price of $15.00 per share because their effect is anti-dilutive. Diluted net
income for the nine months ended September 30, 2004 does not include the effect of
6,203,823 common shares related to options with a weighted average exercise price of
$14.84 or the effect of 4,739,779 common shares related to the 0.75% Convertible Senior
Notes with an average conversion price of $15.00 per share or 1,763,114 common shares
related to the 5% Convertible Subordinated Notes with an average conversion price of
$37.41, because their effect is anti-dilutive.

# (5) COMPREHENSIVE INCOME

The components of other comprehensive
income for the three and nine months ended September 30, 2005 and 2004 are as follows:

|(in thousands)                           | Three Months Ended
September 30, | Nine Months Ended
September 30,
|---------------------------------------- | -------------------------------- | -------------------------------
|
|Net income (loss)                        |                                  | $(3,379                        
|Other comprehensive income:              |                                 
|Unrealized holding gains arising         |                                 
|during the period, net of tax            |                                  | $      59                      
|Unrealized holding losses arising        |                                 
|during the period, net of tax            |                                  | (21                            
|Foreign currency translation gain (loss) |                                  | 293                            
|                                         |                                  |                                
|Comprehensive income (loss)              |                                  | $(3,048                        
|                                         |                                  |                                

# (6) SEGMENTS

CNET Networks primary areas of
measurement and decision-making include two principal business segments, U.S. Media and
International Media. U.S. Media consists of an online network focused on three content
categories: personal technology, games and entertainment, and business technology, as well
as U.S. print operations and our product database licensing business. International Media
includes the delivery of online technology information and several technology print
publications in non U.S. markets.

Summarized information by segment as
excerpted from internal management reports is as follows:

|(in thoursands)         | U.S.
Media | International
Media | Other | Total  
|----------------------- | ---------- | ------------------- | ----- | -------
|Three months ended      |            |                     |       |        
|September 30, 2005      |            |                    
|Revenues                |            |                     | $     | 70,272 
|Operating expenses      |            |                     |       | 55,341 
|                        |            |                     |       |        
|Operating income (loss) |            |                     | $     | 14,931 
|                        |            |                     |       |        
|Three months ended      |            |                    
|September 30, 2004      |            |                    
|Revenues                |            |                     | $     | 57,278 
|Operating expenses      |            |                     |       | 49,536 
|                        |            |                     |       |        
|Operating income (loss) |            |                     | $     | 7,742  
|                        |            |                     |       |        
|Nine months ended       |            |                    
|September 30, 2005      |            |                    
|Revenues                |            |                     | $     | 200,116
|Operating expenses      |            |                     |       | 162,545
|                        |            |                     |       |        
|Operating income (loss) |            |                     | $     | 37,571 
|                        |            |                     |       |        
|Nine months ended       |            |                    
|September 30, 2004      |            |                    
|Revenues                |            |                     | $     | 164,406
|Operating expenses      |            |                     |       | 145,556
|                        |            |                     |       |        
|Operating income (loss) |            |                     | $     | 18,850 
|                        |            |                     |       |        

Since operating income (loss) before depreciation
and amortization expenses and asset impairment is the measure of operating performance
that management uses for making decisions and allocating resources, certain operating
costs are not allocated across segments. These unallocated operating costs, included in
Other in the tables above, represent all depreciation and amortization
expenses. For the three months ended September 30, 2005, Other included $4.4 million of
depreciation expense, $3.0 of amortization expense, and an asset impairment charge of $8.9
million. For the three months ended September 30, 2004, other included $3.7 million of
depreciation expense and $1.6 million of amortization expense.

For the nine months ended September
30, 2005, Other included $12.5 million of depreciation expense, $7.5 of amortization
expense, and an asset impairment charge of $8.9 million. For the nine months ended
September 30, 2004, the $19.1 million of depreciation and amortization expense included
$3.5 million related to an impairment charge taken on our buildings and fixed assets in
Switzerland used by our Channel operations.

Assets are not allocated to segments
for internal reporting purposes. Segment operating income (loss) before depreciation and
amortization should not be considered a substitute for operating income, cash flows or
other measures of financial performance prepared in accordance with accounting principles
generally accepted in the United States of America.

The following table represents
revenues for groups of similar services.

|                         | Three Months Ended September 30, | Nine Months Ended September 30,
|------------------------ | -------------------------------- | -------------------------------
|
|Revenues:                |                                  |                                
|Marketing services       |                                  | $68,532                        
|Licensing, fees and user |                                  | 10,114                         
|                         |                                  |                                
|Interactive              |                                  | 78,646                         
|Publishing               |                                  | 7,653                          
|                         |                                  |                                
|                         |                                  | $86,299                        
|                         |                                  |                                

|o |  | Marketing Services: sales of advertisements on our Internet network through
impression-based advertising (fees earned from the number of times an advertisement is
viewed by users of our websites) or activity-based advertising (fees earned when our users
click on an advertisement or text link to visit the websites of our merchant partners, or
download a software application or a whitepaper)
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Licensing,  Fees and User: licensing our product database and online content,  subscriptions to our online services, and other
         paid services
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Publishing: sales of advertisements in our print publications,  subscriptions and newsstand sales of publications,  and custom
         publishing services.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

# (7) COMMITMENTS AND
CONTINGENCIES

Lease Abandonment.In 2001 in
connection with a restructuring of our business, CNET Networks performed an evaluation of
its domestic and international real estate requirements. This evaluation resulted in the
consolidation or abandonment of several leased facilities. In connection with these
abandoned leases, CNET Networks established an accrual for lease abandonment. The balance
in this accrual was $2.8 million at December 31, 2004. During the nine month period ended
September 30, 2005, there were adjustments to the accrual of approximately $100,000
resulting from a change in assumptions regarding the subleasing of properties, and cash
expenditure reductions to this accrual were $2.5 million. At September 30, 2005, a balance
of $235,000 remained in this accrual.

Legal.Two shareholder class action lawsuits were filed in the United States
          District Court for the Southern District of New York on August 16, 2001 and
          September 26, 2001, against Ziff-Davis, Eric Hippeau, former Chief Executive
          Officer of Ziff-Davis, and Timothy OBrien, former Chief Financial Officer
          of Ziff-Davis, and investment banks that were the underwriters of the public
          offering of ZDNet series of Ziff-Davis stock (the ZDNet Offering). One of the
          complaints also names CNET Networks as a defendant, as successor in liability to
          Ziff-Davis. The complaints are similar and allege violations of the Securities
          Act of 1933, and one of the complaints also alleges violations of the Securities
          Exchange Act of 1934. The complaints allege the receipt of excessive and
          undisclosed commissions by the underwriters in connection with the allocation of
          shares of common stock to certain investors in the ZDNet Offering and agreements
          by those investors to make additional purchases of stock in the aftermarket at
          pre-determined prices. Plaintiffs allege that the prospectus for the ZDNet
          Offering was false and misleading and in violation of the securities laws
          because it did not disclose the arrangements. A Consolidated Amended Complaint,
          which is now the operative complaint, was filed in the Southern District of New
          York on April 19, 2002. The action seeks damages in an unspecified amount. The
          action is being coordinated with over 300 nearly identical actions filed against
          other companies and their underwriters.

The majority of the issuers,
including CNET Networks, and their insurers have approved a settlement agreement and
related agreements. The agreements set forth the terms of a settlement between CNET
Networks, the plaintiff class and the vast majority of the other approximately 300 issuer
defendants. Pursuant to those agreements, CNET Networks insurers would participate
in an undertaking to guarantee a minimum recovery by the plaintiffs. Among other
provisions, the settlement provides for a release of CNET Networks and the individual
defendants for the conduct alleged in the action to be wrongful. CNET Networks would agree
to undertake certain responsibilities, including agreeing to assign away, not assert, or
release certain potential claims CNET Networks may have against its underwriters. The
settlement agreement also provides for a back-stop guarantee from the issuers
and their insurers pursuant to which they will pay the plaintiffs any shortfall between $1
billion and the amounts recovered in the ongoing litigation against the underwriters. It
is anticipated that any potential financial obligation of CNET Networks to plaintiffs
pursuant to the terms of the settlement agreement and related agreements will be covered
by existing insurance. Therefore, CNET Networks does not expect that the settlement will
involve any payment by CNET Networks. Currently, the settlement is in the process of being
approved by the court.

On August 3, 2004, a class action
lawsuit was filed in the Superior Court of the State of California, County of San
Francisco by Mario Cisneros and Michael Voigt on behalf of themselves, all others
similarly situated and the general public against CNET Networks and numerous other
defendants. The complaint alleges that certain search results displayed by the defendants
facilitate illegal internet gambling in violation of California state law. CNET Networks
cannot predict the impact of this litigation on its business, financial condition or
results of operations.

There are no other legal proceedings
to which CNET Networks is a party that are reasonably expected to be material to our
business or financial condition.

# ITEM 2.     Management's Discussion and
 of Financial Condition and Results of Operations

This report contains forward-looking
statements that are subject to risks and uncertainties that could cause actual results to
differ materially. Further information about these forward-looking statements and risks
associated with our business can be found below under the subheading Special Note
Regarding Forward-Looking Statements and Risk Factors.

Overview

CNET Networks,  Inc. is a worldwide media company and creator of content  environments  for the  interactive  age. We operate  industry  leading
websites,  each with its own  distinct  brand,  in three  content  categories:  personal  technology,  games  and  entertainment,  and  business
technology.

CNET Networks operates a portfolio of
well-known brands that reach engaged, targeted audiences in multiple content categories.
We operate industry leading websites, each with its own distinct brand, that deliver rich,
authentic content experiences for both users and marketers. Our network of properties is
currently focused on three content categories: personal technology, games and
entertainment, and business technology. The personal technology category is anchored by
top brands such as CNET.com, CNET Download.com, and Webshots. The games and entertainment
category primarily consists of the GameSpot, MP3.com and TV.com brands. Brands such as
ZDNet, TechRepublic, BNET, CNET News.com and Release 1.0 are components of the business
technology category.

We have determined that our business
segments are U.S. Media and International Media. U.S. Media consists of an online network
focused on three content categories: personal technology, games and entertainment, and
business technology, as well as U.S. print operations and our product database licensing
business. International Media includes the delivery of online technology information and
several technology print publications in non U.S. markets.

We earn revenues from:

|o |  | Marketing Services: sales of advertisements on our Internet network through
impression-based advertising (fees earned from the number of times an advertisement is
viewed by users of our websites) or activity-based advertising (fees earned when our users
click on an advertisement or text link to visit the websites of our merchant partners, or
download a software application or a whitepaper)
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Licensing,  Fees and User: licensing our product database and online content,  subscriptions to our online services, and other
         paid services
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Publishing: sales of advertisements in our print publications,  subscriptions and newsstand sales of publications,  and custom
         publishing services
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

We evaluate our revenues according to
the classifications listed above. We classify our marketing services revenues and
licensing, fee and user revenues as interactive revenues and our publishing revenues as
publishing revenues on our consolidated statements of operations. Revenues for the three
and nine months ended September 30, 2005 and 2004 for these categories are as follows:

|                             | Three Months Ended September 30, | Nine Months Ended September 30,
|---------------------------- | -------------------------------- | -------------------------------
|
|Revenues:                    |                                  |                                
|Marketing services           |                                  | $68,532                        
|Licensing, fees and user     |                                  | 10,114                         
|                             |                                  |                                
|Interactive                  |                                  | 78,646                         
|Publishing                   |                                  | 7,653                          
|                             |                                  |                                
|                             |                                  | $86,299                        
|                             |                                  |                                
|As a Percentage of Revenues: |                                 
|Marketing Services           |                                  | 79                             
|Licensing, fees and user     |                                  | 12                             
|                             |                                  |                                
|Interactive                  |                                  | 91                             
|Publishing                   |                                  | 9                              
|                             |                                  |                                
|                             |                                  | 100                            
|                             |                                  |                                

We had an average of 110.1 million
unique users in the third quarter of 2005 as compared to 88.7 million unique users in the
third quarter of 2004, an increase of 24%. Daily page views averaged 99.4 million in the
third quarter of 2005 compared with 61.8 million in the third quarter of 2004, a 61%
increase. These increases reflect growth from Webshots and the launch of TV.com, as well
as in our existing properties. While increases or decreases in unique users and daily
average page views are not necessarily indicative of increases or decreases in financial
results, we believe that these statistics are helpful because they provide insight into
the growth of the Internet as an advertising medium resulting from increased user adoption
and into user demand for CNET Networks properties in particular.

We evaluate our financial performance
primarily on the following key measurements:

| |  | o |  | Revenues
| |  | - |  | --------

| |  | o |  | Operating income (loss)
| |  | - |  | -----------------------

| |  | o |  | Net income (loss) and earnings (loss) per share
| |  | - |  | -----------------------------------------------

We evaluate our liquidity primarily
on the following key measurements:

| |  | o |  | Operating income (loss) before depreciation, amortization and asset impairment
| |  | - |  | ------------------------------------------------------------------------------

| |  | o |  | Net cash provided by operating activities
| |  | - |  | -----------------------------------------

| |  | o |  | Free cash flow
| |  | - |  | --------------

Operating expenses included in our
operating income (loss) before depreciation, amortization and asset impairment consist of
cost of revenues, sales and marketing and general and administrative costs, which are
primarily cash related expense activities. Noncash related expenses consist of
depreciation, amortization of intangible assets and asset impairment and are included in
our operating income (loss).

Cost of revenues includes costs
associated with the production and delivery of our Internet sites, print publications and
creation of our product database and related technology. The principal elements of cost of
revenues for our Internet operations are payroll and related expenses for the editorial,
production and technology staff and related costs for facilities and equipment. Cost of
revenues for our publishing operations includes payroll and related expenses for editorial
personnel and costs to print and distribute our magazines and related costs for facilities
and equipment. The majority of our cost of revenues do not necessarily fluctuate
proportionately with fluctuations in revenues.

Sales and marketing expenses consist
primarily of payroll and related expenses, consulting fees and advertising expenses and
related costs for facilities and equipment.

General and administrative expenses
consist of payroll and related expenses for executive, finance and administrative
personnel, professional fees and other general corporate expenses and related costs for
facilities and equipment.

The following table shows our
operating income before depreciation and amortization for the three and nine months ended
September 30, 2005 and 2004. We use operating income before depreciation and amortization
as a financial performance measure. In addition, the table adjusts operating income before
depreciation and amortization for non-cash asset impairment charges. We evaluate our
liquidity primarily on cash related activities of our business. The table below shows our
financial performance measurement of operating income before depreciation and
amortization, and our liquidity measurement of operating income before depreciation,
amortization and asset impairment.

|                                    | Three Months Ended September 30, | Nine Months Ended September 30,
|----------------------------------- | -------------------------------- | -------------------------------
|
|Operating income (loss)             |                                  |                                
|Depreciation                        |                                  |                                
|Amortization                        |                                  |                                
|                                    |                                  |                                
|Operating income before             |                                  |                                
|depreciation and amortization       |                                  |                                
|Asset impairment                    |                                  |                                
|                                    |                                  |                                
|Operating income before             |                                  |                                
|depreciation, amortization and      |                                  |                                
|asset impairment                    |                                  |                                
|                                    |                                  |                                
|Net income  (loss)                  |                                  |                                
|                                    |                                  |                                
|Basic net income (loss) per share   |                                  |                                
|                                    |                                  |                                
|Diluted net income (loss) per share |                                  |                                
|                                    |                                  |                                

OutlookWe are focused on expanding our
content coverage and services in order to continue to grow the number of users visiting
our properties, as well as our advertiser base. We believe that expansion may occur
through a combination of growth of existing properties, acquisitions, creation of new
properties, and partnerships with third parties. We are focused on growing revenue by
expanding the spending levels of our current advertisers, as well as by expanding and
broadening our advertiser base, including attracting customers in categories where we have
not traditionally had significant representation, such as, automotive manufacturing,
consumer packaged goods, retail and financial services. We believe that expanding our size
and content coverage and broadening the demographics and psychographics of our audiences
should make our offerings even more appealing to our current advertisers, as well as to a
new broader segment of customers. Although the amount of advertising dollars received from
newer categories of advertisers is not a significant portion of our current overall
financial results, the extension of our customer base into broader categories provides a
platform for future growth. We expect our growth in revenues to exceed any incremental
increase in operating costs, before depreciation and amortization, resulting in an
increase in operating margin.

In addition, we are also focused on
expanding our content coverage, audiences and advertiser base in our international segment
as well. During the quarter, CNET Networks extended beyond its traditional
business-technology focus internationally into more personal technology-related categories
through the launch of CNET.com in France.

We expect there will be continued
growth in revenues from interactive revenues in the personal technology, games and
entertainment, and business technology category. We anticipate revenues from our
publishing operations in the U.S. to decline on a year-over-year basis due to a continuing
shift in media consumption towards online content. We expect that online revenues will
represent an increasing proportion of international revenues reflecting faster online
revenue growth than publishing.

# RESULTS OF OPERATIONS

# Revenues

Total Revenues. Total revenues
were $86.3 million and $70.5 million for the three months ended September 30, 2005 and
2004, and were $245.5 million and $201.9 million for the nine months ended September 30,
2005 and 2004, respectively. Total revenues increased 22% for both the three and nine
months ended September 30, 2005 primarily due to growth in our interactive revenue.
Publishing revenues decreased by 16% for both the three and nine months ended September
30, 2005 as compared to the same periods of 2004.

For the three and nine months ended
September 30, 2005, approximately $3.3 million and $9.4 million, respectively, of our
revenues were derived from barter transactions. For the three and nine months ended
September 30, 2004, approximately $2.9 million and $8.8 million, respectively, of our
revenues were derived from barter transactions. Barter transactions occur when we deliver
marketing services for the marketing services of other companies. These revenues and
marketing expenses were recognized at the fair value of the advertisements delivered.

Interactive Revenues

Marketing Services Revenues.Marketing services revenues were $68.5 million and $52.6 million for the three months
ended September 30, 2005 and 2004, respectively. Marketing services revenues were $193.7
million and $153.2 million for the nine months ended September 30, 2005 and 2004,
respectively. The increase in marketing services revenues was 30% and 26%, for the three
and nine months ended September 30, 2005, respectively, as compared to the same periods of
the prior year. The increase reflects growth from existing clients, the inclusion of
Webshots in the current year, which was acquired in the third quarter of 2004, and the
addition of a new set of advertisers in new categories, such as automobiles, consumer
packaged goods, movies and music, reflecting our expansion of content offerings in the
areas of personal technology and games and entertainment.

Licensing, Fees and User.
Licensing, fees and user revenues were $10.1 million and $8.7 million for the three-month
periods ended September 30, 2005 and 2004, respectively. Licensing, fees and user revenues
were $30.2 million and $22.9 million for the nine-month periods ended September 30, 2005
and 2004, respectively. The 16% increase in the three months ended September 30, 2005, and
the 32% increase in the nine months ended September 30, 2005 reflects growth due to the
inclusion of Webshots in the current year, namely revenue from its Premium Services and
photo print and similar product offerings, and from existing operations.

Publishing Revenues.Publishing revenues were $7.6 million and $9.1 million for the three months
ended September 30, 2005 and 2004, respectively. Publishing revenues were $21.6 million
and $25.8 million for the nine months ended September 30, 2005 and 2004, respectively. The
decrease in publishing revenues was primarily due to lower advertising revenues in the
current year period as compared to last year as we continue to see a shift in media
consumption away from publishing.

# Operating Expenses

|                           | Three Months Ended September 30, | Nine Months Ended September 30,
|-------------------------- | -------------------------------- | -------------------------------
|
|Operating expenses:        |                                  |                                
|Cost of revenues           |                                  | $40,535                        
|Sales and marketing        |                                  | 19,693                         
|General and administrative |                                  | 10,654                         
|Depreciation               |                                  | 4,403                          
|Amortization               |                                  | 2,974                          
|Asset impairment           |                                  | 8,957                          
|                           |                                  |                                
|Total operating expenses   |                                  | $87,216                        
|                           |                                  |                                

\Cost of Revenues, Sales and Marketing, and General and Administrative.We
refer to cash related expenses as cost of revenues, sales and marketing, and general and
administrative expenses. We incurred cash related expenses in aggregate of $70.9 million
and $63.4 million for the three months ended September 30, 2005 and 2004, representing
approximately 82% and 90% of total revenues, respectively. We incurred cash related
expenses in aggregate of $209.5 million and $187.0 million for the nine months ended
September 30, 2005 and 2004, representing approximately 85% and 93% of total revenues,
respectively. The majority of our cash related expenses are costs associated with employee
compensation, benefits and facilities. Total cash related expenses increased approximately
12% for both the three and nine months ended September 30, 2005 when compared to the prior
year. This increase related primarily to expanding our workforce to accommodate our
revenue growth. Our average headcount has increased by approximately 16% for the nine
months ended September 30, 2005 compared to the nine months ended September 30, 2004.

Depreciation and Intangible Assets
Amortization.Depreciation expense was $4.4 million and $3.7 million for the three
months ended September 30, 2005 and 2004 and was $12.5 million and $14.9 million for the
nine months ended September 30, 2005 and 2004, respectively. The decrease in depreciation
expense in the nine months ended September 30, 2005 as compared to prior year resulted
from $3.5 million of charges related to buildings and fixed assets in Switzerland, which
were written down to their estimated fair value in the first quarter of 2004.

Intangible assets amortization
expense was $3.0 million and $1.6 million for the three months ended September 30, 2005
and 2004 and $7.5 million and $4.1 million for the nine months ended September 30, 2005
and 2004, respectively. Our amortization expense has increased from the amortization of
intangible assets that were acquired during 2004 and the first half of 2005. We expect
that our amortization expense will increase during the remainder of this year due to the
intangible assets acquired during the first half of 2005.

# Asset Impairment

We performed our annual evaluation of
the carrying value of goodwill and other intangibles compared to the fair value of each of
our reporting units under the provisions of Statement of Financial Accounting Standards
No. 142 as of August 31, 2005. The evaluation was prepared based on our current and
projected performance for the identified reporting units. The fair value of our reporting
units was determined using a combination of the cash flow and market comparable
approaches. Based on this evaluation, we determined that the implied fair value exceeded
the carrying value of goodwill and other intangible assets for each of our reporting
units, except the Computer Shopper reporting unit in which fair value was less than the
carrying value as of August 31, 2005. The Computer Shopper reporting unit is a print
publishing business within the U.S. Media segment. As the trend of migration of
advertising spending from print to online continues, the reduction in forecasted revenues
of Computer Shopper resulted in a decrease in the estimated future cash flows of the
reporting unit. The results of this impairment test indicated the carrying value of
goodwill for the Computer Shopper reporting unit exceeded its implied fair value, and an
impairment charge of $7.3 million was recorded, of which $7.1 million related to goodwill
and $216,000 to intangible assets.

In the application of these
methodologies, we were required to make estimates of future operating trends and judgments
on discount rates and other variables. Actual future results and other assumed variables
could differ from these estimates, including changes in the economy, the business
environment in which we operate, and/or our own relative performance. Any differences in
actual results compared to our estimates could result in further future impairments.

Additionally, a charge of $1.6
million was taken during the third quarter of 2005 related to an asset held for sale,
which consists of a building we own in Switzerland. Beginning in the first quarter of
2004, CNET Networks began a process of transitioning the operations in Switzerland, which
were the headquarters of its Channel Services operations, into its U.S. Media operations.
As part of the transition, CNET Networks no longer required the building owned in
Switzerland and the building was reclassified to assets held for sale and is included in
other current assets. This asset was written down to its estimated fair value based on
current market data.

# Operating Income (Loss)

We recorded an operating loss of
$917,000 for the three months ended September 30, 2005 and operating income of $1.8
million for the three months ended September 30, 2004. We recorded operating income of
$7.1 million for the nine months ended September 30, 2005 and an operating loss of $4.1
million for the nine months ended September 30, 2004. The decrease of $2.7 million in
operating income for the three months ended September 30, 2005 and the increase of $11.2
million for the nine months ended September 30, 2005 as compared to the same periods of
prior year was due to the asset impairment charge of $8.9 million offset by a 22% increase
in revenues less a 12% increase in cash operating expenses.

# Nonoperating Income and
Expense

Nonoperating income and expense was
an expense of $2.2 million and $626,000 for the three months ended September 30, 2005 and
2004 and was an expense of $2.9 million and income of $6.9 million for the nine months
ended September 30, 2005 and 2004, respectively.

Realized Gain/Loss on Investments
and Impairment of Privately Held Investments. In the three months ended September 30,
2005, we had a loss of $1.9 million due to the write-off of privately-held investments for
which an impairment was deemed to be other than temporary. We recognized a net loss of
$1.5 million during the nine months ended September 30, 2005. During the nine months ended
September 30, 2004, we recognized a net gain of $11.3 million from the sale of
privately-held investments. The sale of these privately held investments was the result of
the acquisition of those companies by third parties.

Interest Expense.Interest
expense decreased by approximately $3.1 million for the nine months ended September 30,
2005 as compared to the nine months ended September 30, 2004. The decrease resulted
primarily from the redemption of our 5% Convertible Subordinated Notes through the
issuance of 0.75% Convertible Senior Notes.

Other Income (Expense).Other
expense for the three months ended September 30, 2004 consisted primarily of $1.6 million
related to an optional redemption premium due when we redeemed the remaining $113.7
million principal balance of our 5% Convertible Subordinated Notes due in 2006 with the
proceeds from the offering of our $125.0 million 0.75% Convertible Senior Notes Due in
2024. Other income for the nine months ended September 30, 2004 included the debt
prepayment penalty offset by foreign exchange gain related to fixed assets located in
Switzerland that were reclassified to assets held for sale during the first quarter of
2004.

# Income Taxes

The tax benefit for the nine months
ended September 30, 2005 primarily resulted from the release of a reserve due to the
settlement of a tax contingency.

# Net Income (Loss)

We recorded a net loss of $3.4
million or $0.02 per basic and diluted share for the three months ended September 30, 2005
compared to net income of $1.1 million or $0.01 per basic and diluted share for the three
months ended September 30, 2004. The decrease in net income for the three month period
ended September 30, 2005 as compared to the same period of prior year was primarily the
result of recording asset impairment charges of $8.9 million and a loss on the impairment
of privately held investments of $1.9 million. These charges of $10.8 million were offset
by an increase in revenues of $15.8 million less an increase in cost of revenues, sales
and marketing and general and administrative expenses of $7.5 million. We recorded net
income of $4.7 million, or $0.03 per basic and diluted share, and $2.5 million, or $0.02
per basic and diluted share, for the nine months ended September 30, 2005 and 2004,
respectively. The increase in net income for the nine months ended September 30, 2005 was
the result of an increase in revenues of $43.6 million, offset by an increase in cost of
revenues, sales and marketing, and general and administrative expenses of $22.5 million.
This increase was also offset by the asset impairment charge of $8.9 million. Net income
for the nine months ended September 30, 2004 included a gain of $11.3 million from the
sale of privately-held investments and a $3.5 million charge related to buildings and
fixed assets in Switzerland offset by a foreign exchange gain recognized upon
reclassification of the buildings to assets held for sale.

# Segment Revenues and
Operating Expenses

For the three and nine months ended
September 30, 2005 as compared to the same periods of the prior year, revenues increased
for both the U.S. Media and International Media segments. The U.S. revenue increase
reflects increases from marketing services revenues and licensing, fees and user revenues.
The increase in marketing service revenues is due to growth from existing operations and
from the Webshots acquisition. The increase in licensing, fees and user revenues is due to
the acquisition of Webshots, as well as growth from existing operations. The increase in
revenues from the International segment reflects increases from acquisitions, existing
operations and exchange rate differences.

For the three and nine months ended
September 30, 2005, both business segments have decreased operating costs as a percentage
of related revenues as compared to the same period of prior year. Revenues are increasing
at a rate greater than operating expenses primarily as an effect of financial leverage of
our interactive businesses. Our interactive businesses have a higher percentage of fixed
costs which allows an increase in operating margins resulting from growth in revenue.

International media operating margins
are currently lower than those of our U.S. Media operations due to the earlier stage of
development of the online advertising markets in the countries in which we do business.

LIQUIDITY AND CAPITAL
RESOURCES

When evaluating our overall cash
position for the purpose of assessing our liquidity, we consider our cash and cash
equivalents, short-term and long-term investments in marketable debt securities and
restricted cash.

|(in thousands)                        | September 30, 2005 | December 31, 2004
|------------------------------------- | ------------------ | -----------------
|Cash and cash equivalents             |                    | $  69,845        
|Short-term marketable debt securities |                    | 25,585           
|Long-term marketable debt securities  |                    | 12,674           
|Restricted cash                       |                    | 4,574            
|                                      |                    |                  
|Total cash and investments            |                    | $112,678         
|                                      |                    |                  

We evaluate our liquidity primarily
on the following key measurements:

| | o | Operating income (loss) before depreciation, amortization and asset impairment
| | - | ------------------------------------------------------------------------------

| | o | Net cash provided by operating activities
| | - | -----------------------------------------

| | o | Free cash flow
| | - | --------------

| | o | Capital expenditures
| | - | --------------------

| | o | Cash used for investments and acquisitions
| | - | ------------------------------------------

| | o | Debt obligations or debt retirement
| | - | -----------------------------------

| | o | Proceeds from stock options and employee stock purchase plans.
| | - | --------------------------------------------------------------

Operating income before
depreciation, amortization and asset impairment. Excluding non-cash charges consisting
of depreciation, amortization and asset impairment, our operating income was $15.4 million
and $7.1 million for the three months ended September 30, 2005 and 2004, respectively and
was $36.0 million and $15.0 million for the nine months ended September 30, 2005 and 2004,
respectively. The increase in operating income before depreciation, amortization and asset
impairment in 2005 as compared to 2004 was due to an increase in revenues partially offset
by increased expenses to accommodate that revenue growth.The increase in revenues
and expense resulted in an incremental margin, excluding depreciation, amortization and
asset impairment of approximately 48%. Operating income before depreciation, amortization
and asset impairment is a key liquidity measurement as it can be the primary driver of the
cash provided by operating activities.

# Net Cash Provided by
Operating Activities

Net cash provided by operating
activities of $35.2 million for the nine months ended September 30, 2005 included net
income of $4.7 million and depreciation and amortization totaling $20.0 million and an
asset impairment charge of $8.9 million. Net cash provided by operating activities of $9.7
million for the nine months ended September 30, 2004 included net income of $2.5 million,
depreciation and amortization totaling $19.1 million, a gain on sale of investments of
$11.3 million and a decrease in working capital of $5.1 million. We anticipate we will
continue to require cash for working capital purposes as our business expands.

# Net Cash Used in
Investing Activities

Net cash used in investing activities
of $12.1 million for the nine months ended September 30, 2005 was primarily due to capital
expenditures and acquisitions. Net cash used in investing activities of $56.2 million for
the nine months ended September 30, 2004 was primarily attributable to the sale of
privately held investments offset by cash paid for acquisitions and capital expenditures.

Capital Expenditures. Capital
expenditures for the nine months ended September 30, 2005 were $17.0 million. Capital
expenditures for the full year 2005 are expected to be between $23.0 million and $25.0
million, an increase over prior year due to the continued launch of new products and
growth in users and usage. Capital expenditures for the nine months ended September 30
2004 were $10.6 million.

Acquisitions and Investments.
On January 14, 2005, we acquired TVTome, a television guide site. On April 4, 2005, CNET
Networks acquired the existing technology of Wind-up Labs, LLC which operated the
heypix.com web site. On April 14, 2005, CNET Networks acquired MetaCritic, Inc. On April
19, 2005, CNET Networks acquired a 90% interest in the assets of PCHome, which operates
the pchome.net web site in cooperation with Chinese subsidiaries and affiliates. Under the
terms of the agreements for these acquisitions completed in 2005, we paid $11.0 million in
cash and $9.0 million in deferred consideration. Additionally, we made cash payments of
approximately $5.0 million related to deferred consideration from acquisitions completed
in prior years. We regularly evaluate investment opportunities, and it is likely that we
will make additional investments or acquisitions.

Release of Restrictions on
Cash. In conjunction with the ZDNet acquisition in 2000, CNET Networks assumed a
guarantee of the obligations of Ziff Davis Media Inc., an unaffiliated company and primary
lessor, under a New York City office lease for a total of 399,773 square feet. In
connection with that guarantee, we had a letter of credit for $15.2 million outstanding as
a security deposit. This letter of credit was collateralized by a deposit in escrow, which
was included in restricted cash. During the third quarter of 2005, a new letter of credit
for $15.0 million was established which did not require the same collateralization.
Therefore, the $15.2 million was released from restriction and $5.0 million of which was
moved into our long-term investments portfolio with the remaining $10.2 million resulting
in an increase in our cash and equivalents.

Free cash flow.Free Cash Flow is defined as net cash provided by operating activities less capital
expenditures. Free cash flow for the nine months ended September 30, 2005 was $18.2
million (cash provided by operating activities of $35.2 million, less capital expenditures
of $17.0 million). This compares to free cash flow for the nine months ended September 30,
2004 of $(905,000) (cash provided by operating activities of $9.7 million, less capital
expenditures of $10.6 million).

We believe that free cash flow
provides useful information about the ability of our business operations to generate cash
after the purchase of property and equipment. A limitation of free cash flow is that it
does not represent the total increase or decrease in the cash balance for the period which
would include activities such as acquisitions and debt or equity transactions. Free cash
flow should be considered in addition to, and not as a substitute for, other measures of
financial performance prepared in accordance with U.S. GAAP.

# Net Cash Provided by
Financing Activities

Cash provided by financing activities
of $17.9 million for the nine months ended September 30, 2005 was primarily due to the
issuance of common stock through the exercise of stock options and the employee stock
purchase plan. Approximately 4.5 million shares of common stock have been issued through
these plans during the nine months ended September 30, 2005. Cash provided by financing
activities of $12.3 million for the nine months ended September 30, 2004 was primarily due
to the issuance of common stock through the exercise of stock options and the employee
stock purchase plan and the receipt of $125.0 million in proceeds from the offering of our
0.75% Convertible Senior Notes offset by the repayment of $113.7 million of our 5%
Convertible Subordinated Notes.

On October 26, 2004, we filed a
universal shelf registration statement on Form S-3 with the Securities and Exchange
Commission covering the issuance of up to $300.0 million in securities. This shelf
registration and the revolving credit facility enable us to take advantage of favorable
market conditions and opportunistically access the capital markets, strengthen our
liquidity position and provide financial flexibility to fund growth and further expansion
opportunities.

# Debt and Cash Balances

As of September 30, 2005, we had
long-term obligations outstanding under notes payable totaling $138.6 million. Notes
payable included $125.0 million of 0.75% Convertible Senior Notes due in 2024. These notes
are convertible, under certain circumstances, for shares of CNET Networks, Inc. common
stock based on an initial effective conversion price of approximately $15.00 per share.
The notes may be called by us at any time after five years, and may be put to CNET by the
holders in five, ten and fifteen years. Additionally, we have a $10.0 million note related
to the Webshots acquisition, a $2.0 million note payable related to the TV Tome
acquisition and a $1.0 million note payable related to the HeyPix acquisition all of which
are due in 2007.

As of September 30, 2005, our
aggregate cash balances totaled $112.7 million, consisting of $69.8 million cash and
equivalents, $38.3 million of short-term and long-term investments in marketable debt
securities as well as $4.6 million of restricted cash. We believe that existing funds will
be sufficient to meet our anticipated cash needs to cover operations and for working
capital fluctuations and for capital expenditures for the next 12 months. However, any
significant acquisitions completed in the future could reduce our cash balances and may
affect our liquidity and funding needs. As a result, we may determine to raise proceeds
for potential acquisitions through the issuance of debt or equity securities. Our ability
to raise such additional capital will depend on market conditions at the time.

CRITICAL ACCOUNTING
POLICIES AND ESTIMATES

Our discussion and analysis of our
financial condition and results of operations are based on our consolidated financial
statements. The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
a number of estimates and assumptions relating to the reporting of assets and liabilities,
revenues and expenses, and the disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate these estimates, including those related to collectibility of
receivables, investments, goodwill and intangible assets and contingencies. We base our
estimates on historical experience and on various other assumptions we believe to be
reasonable under the circumstances, which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results could differ from those estimates under different assumptions or
conditions.

We believe the following critical
accounting policies affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.

# Revenue recognition

We recognize revenues once the
following criteria are met:

| | o | Persuasive evidence of an arrangement exists
| | - | --------------------------------------------

| | o | Delivery of our obligation to our customer has occurred
| | - | -------------------------------------------------------

| | o | The price to be charged to the buyer is fixed or determinable;
| | - | --------------------------------------------------------------

| | o | Collectibility of the fees to be
charged is reasonably assured
| | - | --------------------------------------------------------------

We have several revenue streams. For
each revenue stream, evidence of the arrangement, delivery and pricing may be different.
For all revenue streams, we determine that collectibility is reasonably assured through a
standardized credit review to determine each customers credit worthiness.

Marketing Services.We
recognize revenues from the sale of impression-based advertisements on our online network
in the period in which the advertisements are delivered. The arrangements are evidenced
either by insertion orders or contracts that stipulate the types of advertising to be
delivered and pricing. Our customers are billed based on pricing as determined on the
insertion order or contract, which may include certain discounts from list price. No
amounts are subject to refund. When recognizing revenues, any discounts granted are
applied to each type of advertisement purchased based on the relative fair value of each
element.

We refer to the fees charged to
merchants based on the number of users who click on an advertisement or text link to visit
the websites of our merchant, download, search or white paper partners as
activity-based advertising. For activity-based advertising, the arrangement is
evidenced by a contract that stipulates the fee per activity. The fee becomes fixed and
determinable upon a user clicking on an advertisement. These revenues are recognized in
the period in which the activity occurs, and are not subject to refund.

In certain arrangements, we sell
multiple deliverables to customers as part of a multiple-element arrangement. For these
arrangements, we allocate revenue to each deliverable based on the relative fair value of
each deliverable. Revenue is recognized in these arrangements when we deliver on our
obligation. Fair value is determined based on our published price list and our internal
discount policy, which approximates the selling price.

We trade advertising on our Internet
sites in exchange for marketing services of other companies, referred to as barter
revenue. These revenues are recognized in the period in which the advertisements are
delivered based on the fair market value of the services delivered. We determine the fair
market value of the service delivered based upon amounts charged for similar services in
non-barter arrangements within the previous nine-month period. We also ensure that the
value of barter delivered in each brand does not exceed the value of cash based revenue in
any period.

Licensing, Fees and User.Revenues for subscriptions to our Internet sites and product databases are recognized
on a straight-line basis over the term of the subscription. CNET Networks completes our
obligation to customers for these arrangements by granting them password access to our
sites or databases. Upon execution of a contract, billing and commencement of the
services, we record deferred revenue for the fee charged. This deferred revenue is
recognized on a straight-line basis over the period of the arrangement. The amounts under
contract are not refundable after the customer has used the service.

Publishing.Advertising revenues from our print publications are recognized in the month
          that the related publications become available at newsstands. Newsstand revenues
          from our print publications are recognized when the publications are delivered
          to the newsstand at which time a reserve is recorded against the value of the
          publications delivered based on the number of magazines that we expect to be
          returned. To ensure these reserves are adequate, we review the sell-through
          history of the publications on a monthly basis.

# Collectibility of
receivables

We maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to make
required payments. We base our allowances on periodic assessment of our customers
liquidity and financial condition through credit rating agencies reports, financial
statement reviews and historical collection trends. If the financial condition of our
customers were to deteriorate and thereby result in an inability to make payments,
additional allowances would be required. As of September 30, 2005 and December 31, 2004,
our allowance for doubtful accounts was $8.9 million and $10.5 million, respectively.

# Goodwill and intangibles
impairment

Goodwill of a reporting unit is
reviewed for impairment if events or changes in circumstances indicate that the carrying
amount of its goodwill or intangible assets may not be recoverable. Conditions that
indicate that impairment of goodwill should be evaluated include a sustained decrease in
our market value or an adverse change in business climate for CNET Networks as a whole or
a particular reporting unit of CNET Networks. Impairment of reporting unit goodwill is
evaluated based on a comparison of the reporting units carrying value to the implied
fair value of the reporting unit. The evaluation is prepared based on our current and
projected performance for each identified reporting unit. In the application of these
methodologies, we are required to make estimates of future operating trends and judgments
on discount rates and other variables. Actual future results and other assumed variables
could differ from these estimates, including changes in the economy, the business
environment in which we operate, and/or our own relative performance. Any differences in
actual results compared to our estimates could result in further future impairments. Even
if there has not been an indicator of impairment, we review goodwill for impairment on at
least an annual basis with a valuation date of August 31 having been established as the
date on which this annual review takes place.

# Contingencies

We evaluate whether a liability must
be recorded for contingencies based on whether a liability is probable and estimable. Our
most significant contingency is related to our lease guarantee for office space in New
York City (as described in Note (10) of Item 8  Financial Statements in
our Annual Report on Form 10-K). If the financial condition of any of the sublessees or
the primary lessee were to deteriorate and thereby result in an inability to make their
lease payments, we would be required to make additional lease payments under the
guarantee. As of December 31, 2004, the total lease payments remaining until the end of
the lease term were $168.8 million, excluding the amounts attributable to our sublease
with respect to the floor we occupy.

RECENT ACCOUNTING
PROUNOUNCEMENTS

In December 2004, the FASB issued
Statement 123R, Share-Based Payment, which will require all companies to
measure compensation cost for all employee share-based payments at fair value. This
statement was to be effective for public companies for interim or annual periods beginning
after June 15, 2005. On April 14, 2005, the SEC adopted a new rule that amends the
compliance dates for implementation of FAS 123R. The SECs new rule allows companies
to implement Statement 123R as of the beginning of their next fiscal year, which for our
company would be January 1, 2006. The statement eliminates the alternative to use the
intrinsic value method of accounting under APB Opinion No. 25 that was allowed under the
original provisions of Statement 123. Since we currently report share-based compensation
using the intrinsic-value method, the adoption of this standard will have a significant
impact on the consolidated statement of operations as we will be required to recognize the
cost of employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards. The stock-based compensation disclosure within
Note (1) of Item 1  Financial Statements sets out the impact of using
fair value accounting for share-based payments for the three and nine months ended
September 30, 2005 and 2004. However, the amounts disclosed within our footnotes are not
necessarily indicative of the amounts that will be expensed in future periods upon the
adoption of Statement 123R as those amounts will vary with the level of equity instrument
awards and the grant-date value of those awards. Additionally, upon implementation of
Statement 123R, we may choose to use a different valuation model to value the compensation
expense associated with employee stock options. We are still evaluating the provisions of
Statement 123R.

In March 2004, the FASB issued EITF
Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments, which provides new guidance for assessing impairment losses
on debt and equity investments, as well as new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB delayed the
accounting provisions of EITF Issue No. 03-1; however, the disclosure requirements remain
effective and have been adopted for our year ended December 31, 2004. We will evaluate the
effect, if any, of EITF No. 03-1 when final guidance is issued.

SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Quarterly Report on Form 10-Q
contains forward- looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are any statements other than statements of
historical fact. Examples of forward-looking statements include projections of earnings,
revenues or other financial items, statements of the plans and objectives of management
for future operations, and statements concerning proposed new products and services, and
any statements of assumptions underlying any of the foregoing. In some cases, you can
identify forward-looking statements by the use of words such as may,
will, expects, should, believes,
plans, anticipates, estimates, predicts,
potential, or continue, and any other words of similar meaning.

Any or all of our forward-looking
statements in this report and in any other public statements we make may turn out to be
wrong and our actual results to differ materially from forecasted or historical results.
They can be affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties, including those outlined below. Consequently, no forward-looking
statement can be guaranteed. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any further disclosures we make on related
subjects in our reports to the Securities and Exchange Commission. Also note that we
provide cautionary discussion of risks, uncertainties and possibly inaccurate assumptions
relevant to our businesses. These are factors that we think could cause our actual results
to differ materially from expected and historical results. Other factors besides those
listed here could also adversely affect us. This discussion is provided as permitted by
the Private Securities Litigation Reform Act of 1995.

You should carefully consider the
risks described below before making an investment decision regarding CNET Networks
securities. The risks described below are not the only ones we face. Additional risks not
presently known to us or that we currently deem immaterial may also impair our business
operations.

Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The
trading price of our common stock could decline due to any of these risks.

We cannot assure you that
our revenues will grow in 2005 or that they will not decrease.

We cannot assure you that our
revenues will grow in 2005 or future periods, or that they will not decrease. Some of the
factors that might impede our revenue growth in the future include:

|o |  | weakness in
corporate and consumer spending for technology products, consumer electronics, games or
music, resulting in a decrease
in advertising for those items, the primary source of our revenues;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | our failure to attract new marketing customers, especially in the area of consumer
electronics or areas outside of our traditional advertiser categories of technology,
personal electronics and games, due to competition from other media outlets,
dissatisfaction with our services, reduced advertising budgets or the failure of customers
to embrace the Internet as a brand-advertising vehicle;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | the loss of marketing customers or a reduction in spending by marketing customers due to
dissatisfaction with our services or decreases in our customers advertising budgets;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | loss of advertising and other marketing opportunities to competitors, especially as other
media companies increase their content and service offerings of information and shopping
services in the fields of personal technology, games and entertainment, and business
technology;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | inability to attract advertisers
for our newer websites, such as those focused on photo sharing, music and entertainment; o
|- |  | ---------------------------------------------------------------------------------------------------------------------------

|o |  | a loss of revenues from our publishing operations, as more advertising dollars shift from
publishing to the Internet;
|- |  | ---------------------------------------------------------------------------------------------------------------------

|o |  | a decline in general economic conditions, which could occur
as a result of currency fluctuations, rising interest rates, or other
factors;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|o |  | disruption of our  operations  due to technical  difficulties,  system  downtime,  Internet  brownouts or denial of service or
         other similar attacks; and
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | disruption to our operations, employees, partners, customers and facilities caused by
international or domestic terrorist attacks or armed conflict.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

Any failure to grow our revenues in
2005 and future periods as anticipated could materially adversely affect our business,
operating results and financial condition.

We have generated significant
losses in the past and cannot assure you that we will report positive net income in the
future. If our revenues do not increase, we may not be able to adjust spending in a timely
manner to maintain positive net income.

We have generated an operating loss
in eight of the past ten years and have generated a net loss in seven of the past ten
years. Although we generated positive net income in 2004, our ability to generate positive
net income in 2005 may be negatively impacted by:

| | o | the implementation of Financial
Accounting Standards Board Statement 123R, Share-Based Payments, which will
require CNET Networks to begin recognizing expenses for stock options for periods beginning after January 1,
2006;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | an inability to decrease expenses in a timely manner to offset any revenue shortfalls or
expenses associated with cost-reduction measures, such as severance, lease termination
payments, contract termination costs or impairment charges; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | payments associated with contingent liabilities, such as litigation or our guarantee of
the New York lease of Ziff-Davis, Inc., as described in more detail in a subsequent risk
factor.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any significant shortfall in revenues
in relation to planned expenditures could adversely affect our business, operating results
and financial condition.

We may not be able to
achieve our targeted incremental revenue profit margins and accordingly we may fail to
make expected improvements in our overall profit margins.

We may fail to achieve our
incremental revenue profit margin targets, (i.e., the percent of each dollar of new
revenue that we earn in 2005 as compared to 2004 that flows to operating income before
depreciation and amortization). Some of the factors that could cause us not to achieve
these targets include:

| | o | greater than  expected  expenses  due to a decision to invest more rapidly in a product or website in response to  competitive
         or market factors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | o | acquisitions of businesses that cannot immediately achieve these profit margins;                                                                          
| | o | greater than expected compensation
expenses due to competition for qualified employees; or                                                                
| | o | a failure to achieve projected
revenue growth, as described in the first risk factor above.                                                               

If we fail to achieve incremental
revenue profit margins, our overall profitability may not improve as expected, which could
disappoint investors and cause our stock price to decrease.

Competition is intense
and our failure to compete successfully could adversely affect our prospects and
financial results.

The market for interactive content
and services is intensely competitive and rapidly evolving. We compete for advertisers,
users and business partners with numerous companies offering information and content in
our primary areas of focus: personal technology, games and entertainment, and business
technology. These companies generally fall into the following categories:

| | o | Traditional offline media, such as television, radio and print, each of which has numerous
content providers offering content in our areas of focus. In particular, we compete for
users and advertisers with publications devoted to personal and business technology and
games information such as PC Magazine, PC World, eWeek, Games Magazine and GamePro. In
addition, we also compete with mainstream business publications such as The New York
Times, The Wall Street Journal, Fortune, Forbes, and Business Week;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Internet sites, including large general purpose portals, such as AOL, MSN and Yahoo!
particularly as these properties expand their content offerings in our areas of expertise
such as product reviews, games, music, video and photos, as well as niche sites focused on
the same vertical markets that we focus on. For example, our gaming properties compete
with other gaming sites such as IGN Entertainment, and our business technology properties
compete with smaller, niche sites such as TechTarget. In addition, many traditional media
companies, including print and television companies, are increasing their online
offerings, creating additional competition for users and advertisers;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Search engines, such as Google and Yahoo!, which attract users looking for goods and
services similar to those offered on our website, as well as marketing expenditures by
companies trying to reach those users;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Online comparison shopping services, such as Shopping.com, PriceGrabber.com and
Shopzilla.com, as well as shopping services operated by large general purpose portals,
many of which have sought to expand the reviews and information offering on their sites;
and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Online retail and auction companies offering goods and services similar to those that can
be obtained through our websites, such as Amazon.com and eBay.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that we will
compete successfully with current or future competitors. Moreover, increased competition
could result in price reductions, reduced margins or loss of market share, any of which
could have a material adverse effect on our future revenues and results of operations. If
we do not compete successfully for new users and advertisers, our business, operating
results and financial condition may be materially and adversely affected.

We may have difficulties
with our acquisitions and investments, which could adversely affect our business,
operating results and financial condition.

We intend to pursue new business
opportunities and ventures, including acquisitions, in a broad range of areas. Any
decision by us to pursue a significant business expansion or a new business opportunity
would be accompanied by risks, including, among others:

| | o | investment of a substantial amount of capital, which could have a material adverse effect on our financial condition
and our ability to implement our existing business strategy;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | o | issuance of additional equity interests, which would be dilutive to current stockholders;                                                                                        
| | o | additional burdens on our management personnel and financial and operational systems;                                                                                            
| | o | difficulty of assimilating the operations, technology and personnel of the combined companies;                                                                                   
| | o | potential disruption of our ongoing business;                                                                                                                                    
| | o | possible inability to retain key technical and managerial personnel;                                                                                                             
| | o | additional expenses associated with amortization of purchased intangible assets;                                                                                                 
| | o | additional operating losses and expenses associated with the activities and expansion of
acquired businesses;                                                                    
| | o | possible impairment of relationships with existing employees and advertising customers; and                                                                                      
| | o | potential undisclosed liabilities associated with acquired businesses.                                                                                                           

We cannot assure you that we will be
successful in overcoming these risks or any other problems encountered in connection with
any transaction intended to expand our business or that this type of transaction will be
profitable.

Acceptance of our content
and services may not continue, which could adversely affect our profitability.

Our future success depends upon our
ability to deliver original and compelling content and services that attract and retain
users. Our ability to successfully develop and produce content and services is subject to
numerous uncertainties, including the ability to:

| | o | anticipate and successfully respond to
rapidly changing consumer tastes and preferences;
| | - | ----------------------------------------------------------------------------------------

| | o | fund new program development;
| | - | -----------------------------

| | o | attract and retain qualified editors, producers, writers, and technical personnel; and
| | - | --------------------------------------------------------------------------------------

| | o | successfully anticipate and respond to the increased acceptance of methods other than
personal computers to access the Internet.
| | - | --------------------------------------------------------------------------------------------------------------------------------

During 2005, we intend to continue to
expand our content offerings in the area of entertainment, an area in which we have
limited past experience. We may expand into other new content areas where we have limited
or no experience. We cannot assure you that our content and services will be attractive to
a sufficient number of users to generate revenues consistent with our estimates or
sufficient to sustain operations. In addition, we cannot assure you that we will develop
any new content or services in a timely or cost-effective manner. If we are unable to
develop content and services that allow us to attract, retain and expand a loyal user base
that is attractive to advertisers, we will be unable to generate revenue.

We depend in part on third
parties for Internet traffic to our websites and changes in their operations or our
failure to develop and maintain relationships with third parties could adversely affect
our financial condition.

A significant portion of our users
visit our websites by conducting a search on a search engine, such as Google, MSN or
Yahoo! and following a link displayed in the search results. Changes in the methodologies
used by these search engines to display results could result in our websites receiving
less favorable placements, which could reduce the number or users who link to our sites
from these search engines.

In addition, we rely on the
cooperation of owners and operators of other Internet sites with whom we have syndication
and other arrangements to generate traffic for our Internet sites. Our ability to maintain
these relationships will continue to be critical to the success of our Internet
operations. If we are unable to develop and maintain satisfactory relationships with such
third parties on acceptable commercial terms, or if our competitors are better able to
capitalize on these relationships, we could see a reduction in the numbers of users of our
websites.

Any reduction in users of our
websites could negatively impact our ability to earn revenue, which could have a material
and adverse effect on our business, operating results and financial condition.

Most of our revenue is
derived from short-term contracts.

Our revenues are derived in large
part from the sale of advertising and we expect that this will continue to be the case for
the foreseeable future. Most of our advertising contracts are short-term and are subject
to termination by the customer at any time on thirty-days prior written notice.
Advertisers who have longer-term contracts may fail to honor their existing contracts or
fail to renew their contracts. If a significant number of advertisers or a few large
advertisers decided not to continue advertising on our websites, we could experience a
rapid decline in our revenues over a relatively short period of time.

A significant percentage of our
revenues are derived from activity-based fees generated from our commerce Internet sites.
If we are unable to attract qualified users for which merchants are willing to pay us
activity-based fees, our business, operating results and financial condition could be
adversely affected.

We earn fees when users visit the
sites of our merchant partners to view products that are listed on our commerce Internet
sites. There are currently many other businesses that offer similar services. It is very
easy for new businesses to begin operations in this space. In addition, users may prefer
to contact merchants directly rather than return to our commerce Internet sites to make
future purchases. If we are unable to continue to attract users to our shopping services
or to maintain the fees we charge merchants for sending users to their sites, then our
business, operating results and financial condition may be adversely affected. Most of our
agreements with merchants under which activity-based fees are earned are terminable by
either party on ten to thirty days notice.

We depend on, and
receive, a significant percentage of our revenue from a relatively small number of
advertisers.

A relatively small number of
advertisers contribute a significant percentage of our revenue. Our top one hundred
advertisers contributed approximately 71% of our U.S. revenue in 2004. These advertising
clients may not continue to use our services to the same extent, or at all, in the future.
A significant reduction in advertising by one or more of our largest advertisers could
have a material adverse effect on our financial performance and condition. In 2004, 10% of
our revenues came from Google, Inc., which is a premier search partner.

Our advertising and other
operating revenues may be subject to fluctuations, which could have a material adverse
effect on our business, operating results and financial condition.

We believe that advertising spending
on the Internet, as in traditional media, fluctuates significantly with economic cycles
and during any calendar year, with spending being weighted towards the end of the year to
reflect trends in the retail industry. Consistent with industry trends, our revenues in
2004 were weighted toward the end of the year, with 31% of our revenues being earned in
the fourth quarter. In addition, because a majority of our revenues are derived from
advertising, fluctuations in advertising spending generally, or with respect to
Internet-based spending specifically, could have a material adverse effect on our
business, financial condition or operating results.

An inability to attract
and retain key personnel could adversely affect our operations.

Our success depends to a large extent
on the continued services of our senior management team. Our success also depends on our
ability to identify, attract, retain and motivate other highly skilled officers, key
employees and personnel in a competitive job environment. We do not have employment
agreements with any of our executive officers and do not maintain key person
life insurance policies on any of our officers or other employees. As the overall industry
for interactive content and Internet advertising increase, our employees are increasingly
sought after by competitors. In order to remain competitive in the employment market, we
may need to increase compensation to retain or attract qualified employees, which could
have an adverse effect our financial condition or operating results. If we are unable to
retain and attract qualified employees, there could be a material adverse effect on our
business, financial condition or operating results.

We have limited
protection of our intellectual property and could be subject to infringement claims that
may result in costly litigation, the payment of damages or the need to revise the way
we conduct our business.

Trademarks, copyrights and other
proprietary rights are important to our success and competitive position. We seek
protection of our editorial content, logos, brands, domain names and software relating to
our websites and publication, but our actions may be inadequate to protect our trademarks,
copyrights and other proprietary rights. In seeking to protect our trademarks, copyrights
and other proprietary rights, or defending ourselves against claims of infringement
brought by others, with or without merit, we could face costly litigation and the
diversion of our managements attention and resources.

In addition, we have on occasion in
the past been approached by holders of patents alleging that our services infringe on
their patents. Many companies that offer services similar to ours have been approached
and, in some cases, sued by other patent holders alleging patent infringement. We could be
required to enter into costly royalty arrangements with the holders of these patents or to
revise our services to ensure non-infringement or to avoid litigation. If we are
unsuccessful in avoiding litigation, we would incur significant expenses and could be
subject to damage awards, including damages for past infringement and royalties for future
use of the patented method or technology.

Any royalty payment, litigation
expenses or damages award could have a material adverse effect on our business, operating
results and financial condition.

If we engage in further
workforce reductions or business closures, we will incur severance and similar costs that
could cause our operating results to be lower than forecast in the quarter in which
those activities occur.

In 2002 and 2003, we simplified and
streamlined our businesses through workforce reductions and business closures that
resulted in integration, realignment and severance costs of approximately $12.4 million in
2002 and $9.8 million in 2003. If we reduce our workforce or business operations further
or take other steps to simplify our business and reduce our operating costs, we could
experience additional restructuring and severance costs in amounts that could be material.
These costs could cause our operating results for the quarter in which the actions occur
to be lower than our forecasted results.

There are a number of
risks associated with international operations that could adversely affect our business.

We have wholly-owned operations in
Australia, France, Germany, Japan, Russia, Singapore, Switzerland and the United Kingdom.
In addition, we have an international presence through majority-owned joint ventures in
China and Korea. We also have license arrangements in various other countries throughout
the world.

There are certain risks inherent in
doing business in international markets, such as the following:

| | o | weak economic conditions in foreign markets, especially in the technology sector;                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | o | uncertainty of product acceptance by different cultures;                                                                                                    
| | o | unforeseen changes in regulatory requirements;                                                                                                              
| | o | difficulties in staffing and managing multinational operations;                                                                                             
| | o | currency exchange-rate fluctuations, which could reduce our revenues as determined under U.S. GAAP, increase our
expenses, and dilute our operating margins;
| | o | difficulties in finding appropriate foreign licensees or joint venture partners; and                                                                        
| | o | potential adverse tax consequences.                                                                                                                         

Any of the above could have a
material adverse effect on our profits and liquidity. There is a risk that such factors
will have an adverse effect on our ability to successfully operate internationally and on
our business, operating results and financial condition.

Changes in regulations
could adversely affect the way that we operate.

It is possible that new laws and
regulations in the U.S. and elsewhere will be adopted covering issues affecting our
business, including:

| | o | privacy and use of personally identifiable information;                
| | - | -----------------------------------------------------------------------
| | o | copyrights, trademarks and domain names;                               
| | o | obscene or indecent communications;                                    
| | o | pricing, characteristics and quality of Internet products and services;
| | o | marketing practices, such as direct marketing or adware;               
| | o | the ability of children to access our services; and                    
| | o | taxation of Internet usage and transactions.                           

Increased government regulation, or the application of existing laws to
online activities, could:

| | o | decrease the growth rate of the Internet;
| | - | -----------------------------------------
| | o | reduce our revenues;                     
| | o | increase our operating expenses; and     
| | o | expose us to significant liabilities.    

Any of these occurrences could have a
material adverse effect on our profits and liquidity. We cannot be sure what effect any
future material noncompliance by us with these laws and regulations or any material
changes in these laws and regulations could have on our business, operating results and
financial condition.

# We may be subject to
system disruptions, which could adversely affect our revenues.

Our ability to attract and maintain
relationships with users, advertisers, merchants and strategic partners will depend on the
satisfactory performance, reliability and availability of our Internet sites and network
infrastructure. Our Internet advertising revenues relate directly to the number of
advertisements and other marketing opportunities delivered to our users. System
interruptions or delays that result in the unavailability of Internet sites or slower
response times for users would reduce the number of impressions delivered and thereby
reduce the number of sales leads delivered to such users and reduce the attractiveness of
our Internet sites to users, strategic partners and advertisers or reduce the number of
impressions delivered and thereby reduce revenue. In the past, we experienced service
disruptions on several occasions due to equipment failure and, from-time-to-time, from
scheduled maintenance. We will continue to suffer future interruptions from time to time
whether due to natural disasters, telecommunications failures, power failures, other
system failures, maintenance, viruses, hacking or other events. System interruptions or
slower response times could have a material adverse effect on our revenues and financial
condition. Our insurance policies provide only limited coverage for service interruptions
and may not adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems. Further, we do not have multiple site capacity for all of
our services in the event of any such occurrence.

Our networks may be
vulnerable to unauthorized persons accessing our systems, which could disrupt our
operations and result in the theft of our proprietary information.

A party who is able to circumvent our
security measures could misappropriate proprietary information or cause interruptions or
malfunctions in our Internet operations. We may be required to expend significant capital
and resources to protect against the threat of security breaches or to alleviate problems
caused by breaches in security. For example, so-called spiders have and can be
used in efforts to copy our databases, including our database of technology products and
prices.

Concerns over the security of
Internet transactions and the privacy of users may also inhibit the growth of the
Internet, particularly as a means of conducting commercial transactions. Our activities
and the activities of third party contractors involve the storage and transmission of
proprietary information, such as computer software or credit card numbers. Accordingly,
security breaches could expose us to a risk of loss or litigation and possible liability.
We cannot assure you that contractual provisions attempting to limit our liability in
these areas will be successful or enforceable, or that other parties will accept such
contractual provisions as part of our agreements.

Our business involves
risks of liability claims for Internet and print content, which could result in
significant costs.

As a publisher and a distributor of
content through the Internet and print publications, we may face potential liability for:

| | o | defamation/libel;                                                                      
| | - | ---------------------------------------------------------------------------------------
| | o | negligence;                                                                            
| | o | copyright, patent or trademark infringement; or                                        
| | o | other claims based on the nature and content of the materials published or distributed.

These types of claims have been
brought, sometimes successfully, against online services and publishers of print
publications. In addition, we could be exposed to liability in connection with material
indexed or offered on our Internet sites or for information collected from and about our
users. For example, our Download.com directory includes listings for file-sharing software
that may be subject to challenge under copyright laws. Although we do not believe that our
listing of any such software should expose us to liability, it is possible that such a
claim may be successfully brought.

There has been a recent increase in
the granting and attempted enforcement of business process patents that cover practices
that may be widely employed in the Internet industry. If we are found to violate any such
patent, and we are unable to enter into a license agreement on reasonable terms, our
ability to offer services could be materially and adversely affected. We cannot assure you
that third parties or users will not bring claims against us relating to proprietary
rights or use of personal information. We do not have insurance for patent infringement.

Our insurance may not cover potential
claims of defamation, libel, negligence and similar claims, and it may or may not apply to
a particular claim or be adequate to reimburse us for all liability that may be imposed.
Any imposition of liability that is not covered by insurance or is in excess of insurance
coverage could have a material adverse effect on our financial condition.

Our business, operating
results and financial condition may be impacted by certain contingencies related to our
guarantee of certain lease obligations.

In conjunction with the ZDNet
acquisition in 2000, CNET Networks assumed a guarantee of the obligations of Ziff Davis
Media Inc., an unaffiliated company and primary lessor, under a New York City office lease
for a total of 399,773 square feet. This lease expires in 2019. The annual average cost
per square foot is approximately thirty dollars over the remaining term of the lease. Ziff
Davis Media Inc. currently occupies 144,682 square feet of this space. Ziff Davis Media
Inc. subleases 205,951 square feet to The Bank of New York, FOJP Risk Management and
Softbank, collectively. In addition, CNET Networks currently subleases and occupies 49,140
square feet of the office space from Ziff Davis Media Inc. These leases and subleases
fully cover the current monthly lease payments.

As of December 31, 2004, the total
lease payments remaining until the end of the lease term were $168.8 million, excluding
the amounts attributable to CNET Networks sublease with respect to the floor it
occupies. If the financial condition of any of the sublessees or the primary lessee were
to deteriorate and thereby result in an inability to make their lease payments, CNET
Networks would be required to make their lease payments under the guarantee.

In connection with that guarantee,
CNET Networks also has a letter of credit for $15.0 million outstanding as a security
deposit. As there is no present obligation to make any payments in connection
with this guarantee, CNET Networks has not recorded any liability for this guarantee in
its financial statements.

Our business could be
adversely impacted if we have deficiencies in our disclosure controls and procedures or
internal control over financial reporting.

The design and effectiveness of our
disclosure controls and procedures and internal control over financial reporting may not
prevent all errors, misstatements or misrepresentations. As part of managements
review of our accounting policies and internal control over financial reporting for the
year ended December 31, 2004 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
management concluded that there was a material weakness in our internal control over
financial reporting related to the lack of adequate staffing in the area of financial
reporting resulting in managements inability to consistently follow some its
internal control over financial reporting related to (a) the timely preparation of
comprehensive documentation supporting managements analysis of the appropriate
accounting treatment for non-routine and complex items and (b) the conducting of a
critical secondary review of this supporting documentation by internal staff or outside
advisors to determine its completeness and the accuracy of the conclusions. We are in the
process of implementing remediating measures that are designed to eliminate the material
weakness in our internal control over financial reporting. We cannot provide assurances
regarding the timing or effectiveness of the remediation measures. While management will
continue to review the effectiveness of our disclosure controls and procedures and
internal control over financial reporting, we can not assure you that our disclosure
controls and procedures or internal control over financial reporting will be effective in
accomplishing all control objectives all of the time. Other deficiencies, particularly a
material weakness in internal control over financial reporting, which may occur in the
future could result in misstatements of our results of operations, restatements of our
financial statements, a decline in our stock price, or otherwise materially adversely
affect our business, reputation, results of operation, financial condition or liquidity.

Accounting rules
regarding goodwill could make our reported results more volatile.

Goodwill is tested for impairment  annually or when an event occurs indicating the potential for impairment.  We performed our annual evaluation
of the carrying  value of goodwill and other  intangibles  compared to the fair value of each of our  reporting  units under the  provisions  of
Statement of Financial  Accounting  Standards  No. 142 as of August 31, 2005.  The  evaluation  was prepared  based on our current and projected
performance for the identified  reporting  units.  The fair value of our reporting units was determined using a combination of the cash flow and
market comparable  approaches.  Based on this evaluation,  we determined that the implied fair value exceeded the carrying value of goodwill and
other  intangible  assets for each of our reporting  units,  except the Computer  Shopper  reporting  unit in which fair value was less than the
carrying value as of August 31, 2005. The Computer  Shopper  reporting unit is a print  publishing  business  within the U.S. Media segment.  As
the trend of migration of  advertising  spending  from print to online  continues,  the  reduction in  forecasted  revenues of Computer  Shopper
resulted in a decrease in the estimated  future cash flows of the reporting  unit.  The results of this  impairment  test indicated the carrying
value of goodwill  for the Computer  Shopper  reporting  unit  exceeded its implied  fair value,  and an  impairment  charge of $7.3 million was
recorded, of which $7.1 million related to goodwill and $216,000 to intangible assets.

In the application of these methodologies, we were required to make estimates of future operating trends and judgments on discount
rates and other variables.  Actual future results and other assumed variables could differ from these estimates, including changes in
the economy, the business environment in which we operate, and/or our own relative performance.  Any differences in actual results
compared to our estimates could result in further future impairments.  Accordingly, our future earnings may be subject to significant
volatility, particularly on a period-to-period basis.

Our debt obligations
expose us to risks that could adversely affect our financial condition.

We have a substantial level of debt
and interest expense. At December 31, 2004 we had approximately $144.6 million of
outstanding indebtedness. The level of our indebtedness, among other things, could:

| | o | make it difficult for us to make payments on our debt as described below;                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | o | make it difficult for us to obtain any necessary financing in the future for working capital, capital
expenditures, debt service, acquisitions or general corporate purposes;
| | o | limit our flexibility in planning for or reacting to changes in our business;                                                                                                
| | o | reduce funds available for use in our operations;                                                                                                                            
| | o | place us at a possible  competitive  disadvantage  relative to less leveraged  competitors  and  competitors  that have better
         access to capital resources;         
| | o | impair our ability to incur additional debt because of financial and other restrictive covenants; and                                                                        
| | o | make us more vulnerable in the event of a downturn in our business or an increase in interest rates.                                                                         

If we experience a decline in
revenues due to any of the factors described in this Risk Factors section or otherwise, we
could have difficulty paying interest and principal amounts due on our indebtedness. If we
are unable to generate sufficient cash flow or otherwise obtain funds necessary to make
required payments, or if we fail to comply with the various requirements of our
indebtedness, we would be in default, which would permit the holders of our indebtedness
to accelerate the maturity of the indebtedness and could cause defaults under our other
indebtedness. Any default under our indebtedness could have a material adverse effect on
our financial condition. If we do not achieve and sustain positive net income, we could
have difficulty repaying or refinancing our outstanding debt.

Unanticipated changes in
our tax rate could affect our future results.

Our future effective tax rates could
be favorably or unfavorably affected by unanticipated changes in the mix of earnings in
countries with differing statutory tax rates, changes in the valuation of our deferred tax
assets and liabilities, or by changes in tax laws or their interpretations. In addition,
we are subject to the continuous examination of our tax returns by the Internal Revenue
Service and other tax authorities. We regularly assess the likelihood of adverse outcome
resulting from these examinations to determine the adequacy of our provision for income
taxes. The outcomes from examinations may have an adverse effect on our business,
operating results and financial condition.

The trading value of our
common stock may be volatile and decline substantially.

The trading price of our common stock
is subject to wide fluctuations, which are a result of a number of events and factors,
including:

| | o | quarterly variations in operating results;                                                                     
| | - | ---------------------------------------------------------------------------------------------------------------
| | o | announcements of innovations requiring significant expenditures;                                               
| | o | new products, strategic developments or business combinations by us or our competitors;                        
| | o | changes in our financial estimates or that of securities analysts;                                             
| | o | our sale of common stock or other securities in the future;                                                    
| | o | changes in recommendations of securities analysts;                                                             
| | o | the operating and securities price performance of other companies that investors may deem comparable to us; and
| | o | news reports, including those relating to trends in the Internet.                                              

In addition, the stock market in
general, and the market prices for Internet-related companies in particular, have
experienced extreme volatility that often has been unrelated to the operating performance
of these companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock. These fluctuations may make it more difficult to use
stock as currency to make acquisitions that might otherwise be advantageous, or to use
stock options as a means to attract and retain employees.

Any shortfall in revenue or earnings
compared to our or analysts or investors expectations could cause, and has in
the past caused an immediate and significant decline in the trading price of our common
stock. In addition, we may not learn of such shortfalls or delays until late in the fiscal
quarter, which could result in an even more immediate and greater decline in the trading
price of our common stock.

Provisions of our
certificate of incorporation, bylaws and Delaware law could deter takeover attempts.

Some provisions in our certificate of
incorporation and bylaws could delay, prevent or make more difficult a merger, tender
offer, proxy contest or change of control. Our stockholders might view any transaction of
this type as being in their best interest since the transaction could result in a higher
stock price than the current market price for our common stock. Among other things, our
certificate of incorporation and bylaws:

| | o | authorize  our  board of  directors  to issue  preferred  stock  with the  terms of each  series  to be fixed by our  board of
directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| | o | divide our board of directors into three classes so that only approximately one-third of
the total number of directors is elected each year;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| | o | permit directors to be removed only for cause; and
| | - | --------------------------------------------------

| | o | specify advance notice requirements for stockholder proposals and director nominations.
| | - | ---------------------------------------------------------------------------------------

In addition, with some exceptions,
the Delaware General Corporation Law restricts or delays mergers and other business
combinations between us and any stockholder that acquires 15% or more of our voting stock.

A substantial number of
shares of common stock may be sold, which could affect the trading price of our common
stock.

We have a substantial number of
shares of common stock subject to stock options. As of December 31, 2004, we had 6,199,967
shares of common stock available for future grant under our employee stock option plans,
21,147,588 issuable upon the future conversion of outstanding stock options and 8,333,337
shares of common stock issuable upon conversion of our 0.75% Convertible Senior Notes due
2024. In addition, as of December 31, 2004, we have over 255 million shares of authorized
but unissued shares of our common stock that are available for future sale. We have an
effective Registration Statement on Form S-3 registering the sale of up to $300 million of
securities, which we may use in the future to offer equity securities. We cannot predict
the effect, if any, that future sales of shares of our common stock, or the availability
of shares of our common stock for future sale, will have on the market price of our common
stock. Sales of substantial amounts of our common stock, including shares issued in
connection with acquisitions, upon the exercise of stock options or warrants or the
conversion of debt securities, or the perception that such sales could occur, may
adversely affect prevailing market prices for our common stock.

# ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

We are exposed to the impact of
interest rate changes and changes in the market values of our investments. All market risk
sensitive interments were entered into for non-trading purposes.

# Interest Rate Risk

Our exposure to market rate risk for
changes in interest rates relates primarily to our investment portfolio. We have not used
derivative financial instruments in our investment portfolio. We invest our excess cash in
debt instruments of the United States Government and its agencies, and in high-quality
corporate issuers that, by policy, limit the amount of credit exposure to any one issuer.
We protect and preserve our invested funds by limiting default, market and reinvestment
risk. Investments in both fixed rate and floating rate interest earning instruments carry
a degree of interest rate risk. Fixed rate securities may have their fair market value
adversely impacted due to a rise in interest rates, while floating rate securities may
produce less income than expected if interest rates fall. Due in part to these factors,
our future investment income may fall short of expectations due to changes in interest
rates, or we may suffer losses in principal if forced to sell securities that have
declined in market value due to changes in interest rates. As of June 30, 2005, net
unrealized losses on these investments were not material.

# Investment Risk

We invest in equity instruments of
privately held, information technology companies for business and strategic purposes.
These investments are included in other long-term assets and are accounted for under the
cost method, as we do not have the ability to exert significant influence over the
investee or their operations. For these non-quoted investments, our policy is to regularly
review the assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. We identify and record impairment losses on investments
when events and circumstances indicate that such assets might be impaired. We do not
currently have significant holdings in these types of companies.

# Foreign Currency Risk

The revenues and expenses associated
with our overseas operations are exposed to foreign currency risk. To the extent the U.S.
dollar weakens against foreign currencies, the translation of these foreign currency
denominated transactions results in increased revenues and expenses. When the U.S. dollar
strengthens against foreign currencies, revenues and operating expenses will decrease for
our foreign operations. As most of our foreign operations operate at a near break-even
level, any changes in revenues resulting for foreign currency fluctuations are expected to
be somewhat negated by offsetting changes in expenses. Therefore, any impact on net income
would not be expected to be material. We monitor our foreign currency exposures regularly
to assess our risk and to determine if we should hedge our currency positions.

# ITEM 4. Controls and
Procedures

| | (a) | Evaluation of disclosure controls and procedures. Our chief executive officer
                    and our chief financial officer, after evaluating the effectiveness of our
                    disclosure controls and procedures, as defined in Rules 13a-14(c)
                    and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as of a
                    date (the Evaluation Date) within 90 days before the filing date of this
                    quarterly report, have concluded that as of the Evaluation Date our disclosure
                    controls and procedures were adequate and designed to ensure that material
                    information relating to us and our consolidated subsidiaries would be made known
                    to them by others within those entities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Changes in internal controls. There were no significant changes in our internal
                    controls or, to our knowledge, in other factors that could significantly affect
                    our disclosure controls and procedures subsequent to the Evaluation Date.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
our Annual Report on Form 10-K for the year ended December 31, 2004, we disclosed that in
the course of performing our evaluation under Section 404 of the Sarbanes-Oxley Act of
2002, we determined that we had a material weakness in our internal control over financial
reporting because we did not maintain sufficient levels of appropriately qualified
personnel in our financial reporting processes, particularly in the area of accounting for
non-routine and complex transactions. During the first quarter of 2005, we began the
process of seeking qualified and experienced internal audit personnel to relieve financial
reporting personnel of additional work related to the assessment of internal control over
financial reporting. In addition, we began the process of seeking qualified and
experienced personnel in the area of financial reporting to assist in the documentation
and review of non-routine and complex accounting issues. As of the end of the third
quarter, we have not yet completed the hiring of all open internal audit and financial
reporting positions and accordingly have engaged additional outside resources to help us
in achieving our hiring objectives. In addition, we have engaged experienced outside
experts on a full-time basis in the area of internal audit and internal control
assessment.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Given
the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, which we may
have detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Further, the design of a control system must reflect the fact that there are
resource constraints, and that benefits of controls must be considered relative to their
costs. The design of any system of controls is also based in part on certain assumptions
regarding the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# PART II. OTHER
INFORMATION

# ITEM 1. Legal
Proceedings.

Except as disclosed in the Annual
Report on Form 10-K for the year ended December 31, 2004, there are no legal proceedings
to which CNET Networks is a party that are reasonably expected to be material to our
business or financial condition.

ITEM 2.    
Unregistered Sales of Equity Securities and Use of Proceeds.

On April 4, 2005, CNET Networks
issued 240,540 shares of common stock to the shareholders of Wind-Up Labs, LLC (HeyPix) in
partial consideration of the acquisition of that company. No underwriters were involved in
the transaction, and we did not pay any underwriting discounts or commissions. The
issuance of shares in this transaction was exempt from registration requirements of the
Securities Act of 1933 pursuant to Section 4(2) thereof.

ITEM 3.    
 Defaults Upon Senior Securities.  None.

ITEM 4.    
Submission of Matters to a Vote of Security Holders.None.

ITEM 5.    
Other Information.  None.

ITEM 6.    
Exhibits.

| | 10.1 | George Mazzotta offer
letter, dated June 3, 2005.
| | ---- | -------------------------------------------------

| | 10.2 | Employment Transition
Agreement between CNET Networks, Inc. and Douglas Woodrum.
| | ---- | --------------------------------------------------------------------------------

| | 31.1 | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certificate of Chief Financial Officer pursuant Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certificate of Chief Executive Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ---- | -------------------------------------------------------------------------------------------------------

| | 32.2 | Certificate of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ---- | -------------------------------------------------------------------------------------------------------

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# SIGNATURES

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

| |  | CNET Networks, Inc.(Registrant)BY: /s/ George E. MazzottaGeorge E. MazzottaExecutive Vice President, Chief Financial Officer
| |  | ------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 8, 2005

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# EXHIBIT INDEX

# Exhibit

# Number Description

| | 10.1 | George Mazzotta offer letter, dated June 3, 2005.
| | ---- | -------------------------------------------------

| | 10.2 | Employment Transition Agreement between CNET Networks, Inc. and Douglas Woodrum.
| | ---- | --------------------------------------------------------------------------------

| | 31.1* | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2* | Certificate of Chief Financial Officer pursuant Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1* | Certificate of Chief Executive Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ----- | -------------------------------------------------------------------------------------------------------

| | 32.2* | Certificate of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ----- | -------------------------------------------------------------------------------------------------------

* Filed herein.