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CNET Networks Reports Third Quarter 2004 Financial Results; Company Posts Total Revenues of $70.5 Million; Interactive Revenue up 33%; EPS of $0.01

SAN FRANCISCO--(BUSINESS WIRE)--Oct. 14, 2004--CNET Networks, Inc. (NASDAQ:CNET) today reported results for the third quarter ended September 30, 2004. The company's third quarter results include the financial results for Webshots as of the closing date of this acquisition on August 2, 2004. CNET Networks reported that revenues for the third quarter ended September 30, 2004 totaled $70.5 million, a 22 percent increase compared to revenues of $57.7 million for the same period of 2003. Webshots contributed approximately $2.0 million to total revenues during the quarter. Net income for the third quarter of 2004 was $1.1 million, or $0.01 per share, compared to a net loss of $5.8 million, or loss of $0.04 per share, for the same period last year.

The company's third quarter operating income equaled $1.8 million versus an operating loss of $4.5 million during the same period in 2003. CNET Networks' operating income before depreciation and amortization was $7.1 million, compared to $1.0 million during the third quarter of 2003. Webshots contributed approximately $700,000 to operating income before depreciation and amortization during the third quarter of 2004. A table that reconciles operating income (loss) before depreciation and amortization to the operating income (loss) found on CNET Networks' statement of operations can be found on the "Operating Income (Loss) Reconciliation" page that accompanies this press release.

Revenues for the nine months ended September 30, 2004 totaled $201.9 million, versus revenues of $172.7 million for the same period of 2003. The company's operating loss for this period was $4.1 million, versus an operating loss of $28.9 million for the same period in 2003. Operating income before depreciation and amortization for the first nine months of 2004 was $15.0 million, versus a loss of $10.4 million for the same period last year. Results for the first nine months of 2003 included $9.8 million of realignment costs. Net income for the first nine months of 2004 was $2.5 million, or $0.02 per share, compared to a net loss of $33.2 million, or $0.24 per share, for the same period last year. Approximately $0.04 of net income per share for the first nine months of 2004 is attributable to a net gain from unusual items, as further explained on the financial attachments that accompany this press release.

"CNET Networks' solid revenue growth and profit margin expansion during the third quarter was fueled by growth in marketing services revenue as well as our continued ability to turn top-line growth into profits," said Shelby Bonnie, chairman and CEO of CNET Networks. "These results once again illustrate the leverage in our model and prove that we are well positioned to capture long-term, sustainable growth."

"We are focused on expanding our existing franchise and strengthening our core offerings with new content and features; and as a result are seeing strong user and traffic trends as well as expanded customer relationships. The acquisitions of ZOL and Fengniao in China, completion of the Webshots acquisition, as well as the re-launch of CNET.com, are key examples of this ongoing expansion strategy."

The company also announced that Doug Woodrum, Chief Financial Officer, has decided to transition out of the role of CFO, a position that he has held for almost seven years, into a new role within the company. Mr. Woodrum intends to remain in the CFO role through the first quarter of 2005 while the company engages in a search for a successor.

"We have been very fortunate to have Doug in the role of CFO for these past seven years. His strong leadership has been instrumental in helping the company overcome challenges in the industry to emerge on a path to growth," said Bonnie. "He is a valued member of our senior management team and we are pleased that he will continue to contribute as a leader within this organization."

Business Review

  • CNET Networks' global network of Internet properties reached an average of 88.7 million unique users on a monthly basis during the third quarter of 2004(1), an increase of 35 percent from the third quarter of 2003. Average daily page views increased to 61.8 million during the third quarter(1), up 52 percent from the year-ago quarter. Excluding Webshots, CNET Networks reported monthly unique users of 80.5 million and average daily page views of 45.5 million during the third quarter of 2004(1).

  • CNET Networks, Inc. today announced that it has entered into a definitive agreement to acquire the assets of ZOL and Fengniao, which operate the zol.com.cn and fengniao.com Web sites, respectively, in cooperation with Chinese subsidiaries and affiliates. The transactions total $16 million in cash payments to be paid over the next two quarters and are effective immediately. ZOL is one of the leading providers of personal technology-related content and shopping services in Northern China. Fengniao is one of the country's leading digital photography sites, with reviews on over 1,000 digital cameras, as well as an image database, category-specific content, interviews, and forums. The properties bring a combined daily reach of over 1 million users generating over 7 million page views each day(2). CNET Networks has a large, established presence in China with online and offline brands and services it has been building there for over ten years. These acquisitions expand CNET Networks' online presence in China, securing a leadership position in the personal technology category ahead of the wave of expected Internet usage and online advertising growth.

  • Last month, CNET.com, the trusted resource for people interested in enhancing their lives with personal technology, launched a new home page and a range of streaming video-based how-to content features. Building on its comprehensive foundation of unbiased product reviews that help people make smart buying decisions, CNET expanded its focus to help consumers unlock the potential of their new products and get the most out of personal technology. The how-to video library builds on CNET's "First Look from the Labs" videos series, in which editors showcase the "look and feel" aspects of products that are hard to describe in written reviews, saving viewers a trip to the store. Already, hundreds of product reviews and how-to videos are featured on CNET, and the collection will continue to grow, with more than 100 new videos added each month.

  • In August, CNET Networks announced the completion of its acquisition of privately-held Twofold Photos, Inc., and its Webshots Web site (www.webshots.com), for $60 million in cash paid upon closing and $10 million of deferred consideration payable in three years. Webshots is a leading Web site in the photography category and has the largest publicly available collection of photo content. Since integration, Webshots has continued to scale and reach important milestones, recently celebrating its 100 millionth photo upload, including submissions into both its publicly and privately shared libraries.

  • Once again, CNET News.com brought home awards, building on the dozens it has won during the past two years from prestigious journalism societies and associations. Most recently, CNET News.com won two awards from The Society of Professional Journalists for its breaking news and reporting, as well as the Web Marketing Association's "Best News Site" award.

Financing Update

CNET Networks' balance sheet included cash and marketable debt securities of approximately $93.6 million on September 30, 2004, which includes restricted cash of $19.8 million. CNET Networks today announced that it has signed a $30 million, 2-year revolving credit facility led by the Bank of America. The company also announced that it intends to file a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission covering the issuance of up to $300 million in securities. The shelf registration enables the company to take advantage of favorable market conditions and opportunistically access the capital markets. Both the credit facility and shelf offering further strengthen the company's liquidity position and provide financial flexibility to fund growth and further expansion opportunities.

Business Outlook

For the fourth quarter of 2004, management anticipates total revenues of $86.0 million to $89.0 million. Interactive revenues are expected to be in the range of $77.0 million to $79.5 million, and publishing revenues are expected to be between $9.0 million and $9.5 million. Management estimates operating income between $11.5 million and $13.5 million during the fourth quarter, and operating income before depreciation and amortization of between $18.0 million and $20.0 million for the quarter.

The company has narrowed its full year 2004 estimates and expects total revenue in the range of $288.0 million to $291.0 million. Interactive revenues are expected to be in the range of $253.0 million to $255.5 million, and publishing revenues are expected to be between $35.0 million and $35.5 million. Management estimates that 2004 operating income will be in the range of $7.5 million to $9.5 million, and operating income before depreciation and amortization will be between $33.0 million and $35.0 million in 2004.

Management is also providing preliminary guidance for 2005, estimating full-year total revenues will be in the range of $340.0 million and $355.0 million. Interactive revenues are expected to be in the range of $305.0 million to $318.0 million, and publishing revenues are expected to be between $35.0 million and $37.0 million. Operating income before depreciation and amortization is expected to be between $62.0 million and $69.0 million. Full-year 2005 guidance does not reflect any stock option related expenses.

More detailed guidance, as well as a table that reconciles operating income (loss) before depreciation and amortization guidance to operating income (loss) guidance can be found on the "Guidance to the Investment Community" sheet that accompanies this press release.

Conference Call and Webcast

CNET Networks will host a conference call to discuss its third quarter financial, business outlook, and recent initiatives in China beginning at 5:00 pm ET (2:00 pm PT), today, October 14, 2004. To listen to the discussion, please visit http://ir.cnetnetworks.com and click on the link provided for the webcast conference call or dial (800) 344-1035 (international dial-in: (706) 679-3076). A replay of the conference call will be available through October 28, 2004 via webcast at the URL listed above or by calling (800) 642-1687 (international dial-in: (706) 645-9291) and entering the conference ID number 1248067. The company's past financial news releases, related financial and operating information, and access to all Securities and Exchange Commission filings, can also be accessed at http://ir.cnetnetworks.com.

Safe Harbor

This press release and its attachments include forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ materially. These forward-looking statements include the statements under the section entitled "Business Outlook" and statements regarding the company's growth prospects and new products, as well as other statements throughout the release that are identified by the words "expect," "estimate," "target," "believe," "anticipate," "intend" and similar expressions. These statements are only effective as of the date of this release and we undertake no duty to publicly update these forward-looking statements, whether as a result of new information, future developments or otherwise. The risks and uncertainties include: a lack of growth or a decrease in marketing spending on the Internet or on CNET Networks' properties in particular, which could be prompted by a lack of confidence or familiarity with the Internet as an advertising medium, weakness in corporate or consumer spending, competition from other media outlets or other factors; the failure of existing advertisers to meet or renew their advertising commitments; the loss of marketing revenue and users to CNET's competitors, especially in the highly competitive fields of comparative shopping, personal technology and games and entertainment; a decline in revenues from our print publications as more marketing spending shifts from print to the Internet; the acquisition of businesses or the launch of new lines of business, which could decrease the company's cash position, increase operating expense, and dilute operating margins; an increase in intellectual property licensing fees, which could increase operating expense, including amortization; and general risks associated with our business. For risks about CNET Networks' business, see its Annual Form 10-K for the year ended December 31, 2003 and subsequent Forms 8-K, including disclosures under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are filed with the Securities and Exchange Commission and are available on the SEC's website at www.sec.gov.

About CNET Networks, Inc.

CNET Networks, Inc. (www.cnetnetworks.com) is a premier global interactive content company that informs, entertains, and connects large, engaged audiences around topics of high information need or personal passion. The company focuses on three categories--personal technology, games and entertainment, and business technology--and includes such leading brands as CNET, ZDNet, TechRepublic, MP3.com, GameSpot, CNET Download.com, CNET News.com, Webshots, Computer Shopper magazine, and CNET Channel. With a strong presence in the US, Asia and Europe, CNET Networks has operations in 12 countries.

1. CNET Networks July - September 2004 (internal log data)

2. Internal log data.



Consolidated Statements of Operations
Unaudited
(in thousands, except share and per share data)

                    Three Months Ended          Nine Months Ended
                       September 30,              September 30,
                 -------------------------  -------------------------
                      2004         2003          2004         2003
                 ------------ ------------  ------------ ------------
Revenues
 Interactive    $     61,351 $     46,129  $    176,099 $    135,042
 Publishing            9,108       11,615        25,845       37,691
                 ------------ ------------  ------------ ------------
  Total revenues      70,459       57,744       201,944      172,733

Operating expenses:
 Cost of  revenues    36,617       33,208       105,167      103,488
 Sales and marketing  17,954       16,191        54,080       51,273
 General and
  administrative       8,803        7,320        27,732       28,385
 Depreciation          3,695        3,836        14,941       13,303
 Amortization of
  intangible assets    1,578        1,715         4,134        5,217
                 ------------ ------------  ------------ ------------
  Total
   operating
   expenses           68,647       62,270       206,054      201,666

  Operating
   income (loss)       1,812       (4,526)       (4,110)     (28,933)

Non-operating income
 (expense):
 Realized gains
  on investments,
  net of impairments       -            -        11,338            -
 Interest income         353          576         1,376        1,812
 Interest expense       (709)      (1,727)       (5,418)      (5,274)
 Other                  (270)        (222)         (356)        (488)
                 ------------ ------------  ------------ ------------
   Total non-
    operating
    income
    (expense)           (626)      (1,373)        6,940       (3,950)
                 ------------ ------------  ------------ ------------
  Income (loss)
   before income
   taxes               1,186       (5,899)        2,830      (32,883)

  Income tax
   expense
   (benefit)             125          (61)          372          356
                 ------------ ------------  ------------ ------------

   Net income
    (loss)      $      1,061 $     (5,838)        2,458 $    (33,239)
                 ============ ============  ============ ============

Basic net income
 (loss) per
 share          $       0.01 $      (0.04)         0.02 $      (0.24)
                 ============ ============  ============ ============

Diluted net
 income (loss)
 per share      $       0.01 $      (0.04)         0.02 $      (0.24)
                 ============ ============  ============ ============

Shares used in
 calculating
 basic net
 income (loss)
 per share       143,410,759  140,529,839   143,060,255  139,737,338

Shares used in
 calculating
 diluted net
 income (loss)
 per share       149,772,652  140,529,839   150,132,791  139,737,338


    Note: Beginning in 2004, CNET Networks, Inc. will refer to
previously reported "Internet" revenues as "Interactive" revenues.


Consolidated Balance Sheets
Unaudited
(in thousands, except share data)

                                          September 30,  December 31,
                                              2004           2003
                                          ------------- --------------
                 ASSETS
Current Assets:
  Cash and cash equivalents              $      29,118         65,913
  Investments in marketable debt
   securities                                   19,114         12,556
  Accounts receivable, net                      50,976         54,387
  Other current assets                          14,585          8,823
                                          ------------- --------------
     Total current assets                      113,793        141,679

Restricted cash                                 19,774         19,159
Investments in marketable debt securities       25,552         38,711
Property and equipment, net                     49,831         56,384
Other assets                                    22,738         23,092
Intangible assets, net                          30,395         11,263
Goodwill                                       120,203         61,555
                                          ------------- --------------
     Total assets                        $     382,286        351,843
                                          ============= ==============


  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                       $       6,526          8,767
  Accrued liabilities                           57,207         53,151
  Current portion of long-term debt              3,710             99
                                          ------------- --------------
     Total current liabilities                  67,443         62,017

Non-current liabilities:
  Long-term debt                               125,614        118,029
  Other liabilities                             10,203          1,835
                                          ------------- --------------
     Total liabilities                         203,260        181,881

Stockholders' equity:
  Common stock; $0.0001 par value;
   400,000,000 shares
   authorized; 143,520,451 outstanding
   at September 30, 2004 and 139,251,879
   outstanding at December 31, 2003                 14             14
  Notes receivable from stockholders                 -           (137)
  Additional paid-in-capital                 2,715,041      2,709,178
  Accumulated other comprehensive income       (13,468)       (14,074)
  Treasury stock, at cost                      (30,428)       (30,428)
  Accumulated deficit                       (2,492,133)    (2,494,591)
                                          ------------- --------------
     Total stockholders' equity                179,026        169,962
                                          ------------- --------------
     Total liabilities and stockholders'
      equity                             $     382,286        351,843
                                          ============= ==============

Statements of Cash Flows
Unaudited
(in thousands)
                                                    Nine Months Ended
                                                      September 30,
                                                   -------------------
                                                       2004      2003
                                                   --------- ---------
Cash flows from operating activities:
Net Income (Loss)                                    $2,458  $(33,239)
Adjustments to reconcile net income (loss)
 to net cash provided by (used in)
 operating activities:
  Depreciation and amortization                      19,075    18,520
  Asset disposals                                       279      (242)
  Noncash interest                                    1,533       622
  Noncash stock compensation                              -        53
  Allowance for doubtful accounts                     2,798     2,021
  (Gain) loss on sale of marketable
   securities and privately held investments        (11,338)      (10)
  Changes in operating assets and liabilities,
   net of acquisitions
    Accounts receivable                               1,997    12,940
    Other assets                                       (410)    2,729
    Accounts payable                                 (2,251)      247
    Accrued liabilities                              (2,779)   (9,931)
    Other long-term liabilities                      (1,632)     (936)
                                                   --------- ---------
      Net cash provided by (used in) operating
       activities                                     9,730    (7,226)
                                                   --------- ---------

Cash flows from investing activities:
 Purchase of marketable debt securities             (32,969)  (41,573)
 Proceeds from sale of marketable debt securities    39,964    68,837
 Proceeds from sale of investments in privately
  held companies                                     13,240         -
 Investments in privately held companies               (982)        -
 Proceeds from asset sales                                -       342
 Net cash paid for acquisitions                     (64,821)   (2,018)
 Capital expenditures                               (10,635)   (7,791)
                                                   --------- ---------
      Net cash provided by (used in) investing
       activities                                   (56,203)   17,797
                                                   --------- ---------

Cash flows from financing activities:
 Payments received on stockholders' notes               137       130
 Net proceeds from issuance of convertible notes    120,800         -
 Net proceeds from employee stock purchase plan         722       456
 Net proceeds from exercise of options                4,647     6,304
 Principal payments on borrowings                  (113,975)     (417)
                                                   --------- ---------
      Net cash provided by financing activities      12,331     6,473
                                                   --------- ---------

Net increase in cash and cash equivalents           (34,142)   17,044
Effect of exchange rate changes on cash and cash
 equivalents                                         (2,653)      847
Cash and cash equivalents at the beginning of the
 period                                              65,913    47,199
                                                   --------- ---------
Cash and cash equivalents at the end of the period  $29,118   $65,090
                                                   ========= =========

Business Segments
Unaudited
(in thousands)

CNET's primary areas of measurement and decision-making include
two principal business segments. CNET has determined that its 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. Beginning
in 2004, U.S. Media also includes Channel Services, a product database
licensing business and an online technology marketplace for resellers,
distributors and manufacturers. Previously, Channel Services was
presented as a separate segment; however, as we continued to see a
convergence of customer relationships between U.S. Media and the
Channel Services product offerings, we determined that combining the
reporting results of Channel Services within U.S. Media more
accurately reflects the decision-making processes, internal reporting
and resource allocation within these businesses. International Media
includes the delivery of online technology information and several
technology print publications in non U.S. markets. Management believes
that segment operating income (loss) before depreciation and
amortization and realignment expenses is an appropriate measure of
evaluating the operating performance of the company's segments.
However, segment operating income (loss) before depreciation and
amortization and realignment expenses should not be considered a
substitute for operating income, cash flows or other measures of
financial performance prepared in accordance with generally accepted
accounting principles.


                            Three months ended September 30, 2004
                           -------------------------------------------
                             U.S.    International
                             Media      Media      Other  (1)  Total
                           -------------------------------   ---------
 Revenues                   $57,278    $13,181       $-     $70,459
 Operating expenses          49,536     13,838     5,273      68,647
                           -------------------------------   ---------

  Operating income (loss)    $7,742      $(657)  $(5,273)     $1,812
                           ===============================   =========

                            Three months ended September 30, 2003
                           -------------------------------------------
                             U.S.   International
                             Media      Media      Other  (1)  Total
                           -------------------------------   ---------
 Revenues                   $48,447     $9,297        $-     $57,744
 Operating expenses          46,323     10,396     5,551      62,270
                           -------------------------------   ---------

    Operating income (loss)  $2,124    $(1,099)  $(5,551)    $(4,526)
                           ===============================   =========

                           Nine months ended September 30, 2004
                           -------------------------------------------
                             U.S.   International
                             Media      Media      Other  (2)  Total
                           -------------------------------   ---------
 Revenues                  $164,406    $37,538        $-    $201,944
 Operating expenses         145,556     41,423    19,075     206,054
                           -------------------------------   ---------

    Operating income (loss) $18,850    $(3,885) $(19,075)    $(4,110)
                           ===============================   =========

                           Nine months ended September 30, 2003
                           -------------------------------------------
                             U.S.   International
                             Media      Media      Other  (2)  Total
                           -------------------------------   ---------
 Revenues                  $147,635    $25,098        $-    $172,733
 Operating expenses         143,130     30,251    28,285     201,666
                           -------------------------------   ---------

    Operating income (loss)  $4,505    $(5,153) $(28,285)   $(28,933)
                           ===============================   =========


(1) For the three months ended September 30, 2004, other represents
    operating expenses related to depreciation of $3,695 and
    amortization of $1,578. For the three months ended September 30,
    2003, other represents depreciation of $3,836 and amortization of
    $1,715.

(2) For the nine months ended September 30, 2004, other represents
    operating expenses related to depreciation of $14,941 and
    amortization of $4,134. For the nine months ended September 30,
    2003, other represents operating expenses related to realignment
    of $9,765, depreciation of $13,303 and amortization of $5,217.

Quarterly Statistical Highlights
Unaudited
                               Q3-04   Q2-04   Q1-04   Q4-03   Q3-03
                              ------- ------- ------- ------- -------

Total Quarterly Revenue($mm)   $70.5   $68.1   $63.4   $73.5   $57.7

Revenue Distribution(%)(a)

  Marketing Services              75%     77%     76%     74%     68%
  Licensing, Fees & User          12%     10%     12%     10%     12%
  Publishing                      13%     13%     12%     16%     20%

Advertiser Metrics
 Top 100 US Advertisers'
  Renewal Rate (Q-to-Q)           95%     98%     89%     96%     94%
 Top 100 US Advertisers' % of
  Network Revenue                 57%     56%     58%     60%     58%

Select Business Metrics (b)
 Network Unique Users (mm)      88.7    74.2    76.5    66.3    65.5
 Network Average Daily Page
  Views (mm)                    61.8    41.8    44.2    43.9    40.7
 Total Paid Leads (mm)          45.5    44.8    46.1    49.0    38.3

Balance Sheet Highlights($mm)
 Cash                          $29.1   $62.6   $77.9   $65.9   $65.1
 Marketable Debt Securities     44.7    71.1    51.6    51.2    53.3
 Restricted Cash                19.8    19.8    19.7    19.2    19.2
                              ------- ------- ------- ------- -------
  Total Cash & Equivalents     $93.6  $153.5  $149.2  $136.3  $137.6

  Total Debt                  $129.3  $129.4  $118.1  $118.1  $117.9

  Days Sales Outstanding (DSO)    65      65      66      67      64


(a) Revenue distribution definitions are as follows:

Marketing Services - sales of advertisements on our Internet network
through impression-based and activity-based advertising. Licensing,
Fees & User - licensing our product database, online content,
subscriptions to online services, and other paid services. Publishing
- sales of advertisements in our print publications, subscriptions and
newsstand sales of publications, and custom publishing services.

(b) Excluding Webshots, monthly unique users increased to 80.5 million
    and average daily page views increased to 45.5 million. Total Paid
    Leads include leads from shopping services, downloads, search, and
    white papers.

                 Guidance to the Investment Community
$ in
 millions,
 except per    Q3-04  Q4-04 estimate FY 2004 estimate FY 2005 estimate
 share         Actual   Low - High      Low - High       Low - High
               ------ -------------- ---------------- ----------------
Interactive
 Revenues      $61.4  $77.0 - $79.5  $253.0 - $255.5  $305.0 - $318.0
Publishing
 Revenues       $9.1    $9.0 - $9.5    $35.0 - $35.5    $35.0 - $37.0

   Total
    Revenues   $70.5  $86.0 - $89.0  $288.0 - $291.0  $340.0 - $355.0

 Operating
  income before
  depreciation
  &
  amortization  $7.1  $18.0 - $20.0    $33.0 - $35.0    $62.0 - $69.0

 Depreciation
  expense      ($3.7)         ($4.3)          ($19.3)          ($19.5)

 Amortization
  expense      ($1.6)         ($2.2)           ($6.2)          ($10.5)

 Operating
  income        $1.8  $11.5 - $13.5      $7.5 - $9.5    $32.0 - $39.0

 Interest
  expense, net ($0.4)         ($0.4)           ($4.4)           ($1.7)

 Other income
  (expense)    ($0.3)         ($0.2)           $10.8            ($0.5)

 Tax expense   ($0.1)         ($0.1)           ($0.5)           ($1.8)

 Earnings per
  share        $0.01  $0.07 - $0.09    $0.09 - $0.10    $0.18 - $0.22
 ------------- ------ -------------- ---------------- ----------------

Note: Other Income guidance for FY 2004 includes $11.3 million of
income from the gain on sale of investments.
FY 2005 guidance does not reflect any stock option related expenses.
FY 2005 earnings per share guidance is based on a share count of
approximately 160 million shares, of which 8.3 million shares are
attributable to the impact of EITF 04-8.

Safe Harbor Statement

This press release and its attachments include forward-looking
information and statements that are subject to risks and uncertainties
that could cause actual results to differ materially. These
forward-looking statements include the statements under the section
entitled "Business Outlook" and statements regarding the company's
growth prospects and new products, as well as other statements
throughout the release that are identified by the words "expect,"
"estimate," "target," "believe," "anticipate," "intend" and similar
expressions. These statements are only effective as of the date of
this release and we undertake no duty to publicly update these
forward-looking statements, whether as a result of new information,
future developments or otherwise. The risks and uncertainties include:
a lack of growth or a decrease in marketing spending on the Internet
or on CNET Networks' properties in particular, which could be prompted
by a lack of confidence or familiarity with the Internet as an
advertising medium, weakness in corporate or consumer spending,
competition from other media outlets or other factors; the failure of
existing advertisers to meet or renew their advertising commitments;
the loss of marketing revenue and users to CNET's competitors,
especially in the highly competitive fields of comparative shopping,
personal technology and games and entertainment; a decline in revenues
from our print publications as more marketing spending shifts from
print to the Internet; the acquisition of businesses or the launch of
new lines of business, which could decrease the company's cash
position, increase operating expense, and dilute operating margins; an
increase in intellectual property licensing fees, which could increase
operating expense, including amortization; and general risks
associated with our business. For risks about CNET Networks' business,
see its Annual Form 10-K for the year ended December 31, 2003 and
subsequent Forms 8-K, including disclosures under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which are filed with the
Securities and Exchange Commission and are available on the SEC's
website at www.sec.gov.

Operating Income (Loss) Reconciliation
(in thousands)

                           Three Months Ended      Nine Months Ended
                              September 30,          September 30,
                          --------------------   ---------------------
                               2004     2003          2004      2003
                          --------------------   ---------------------
 Operating loss                $1,812 $(4,526)      $(4,110) $(28,933)
 Depreciation                   3,695   3,836        14,941    13,303
 Amortization of
  intangible assets             1,578   1,715         4,134     5,217
                          --------------------   ---------------------
 Operating income (loss)
  before depreciation
  and amortization             $7,085  $1,025       $14,965  $(10,413)
                          ====================   =====================

The company believes that "operating income (loss) before depreciation
and amortization" is useful to management and investors in evaluating
the current operating performance of the company, since depreciation,
amortization include the impact of past transactions and costs that
are not necessarily directly related to the current underlying capital
requirements or performance of the business operations. Management
refers to "operating income before depreciation and amortization" to
compare historical operating results, in making operating decisions
and for planning and compensation purposes. A limitation associated
with this measure is that it does not reflect the costs of certain
capitalized tangible and intangible assets used in generating revenue.
Management evaluates the costs of these assets through other financial
measures such as capital expenditures. "Operating income before
depreciation and amortization" should be considered in addition to,
and not as a substitute for, other measures of financial performance
prepared in accordance with US GAAP.

Explanation of Net Gain from Unusual Items

In the nine months ended September 30, 2004, approximately $0.04 of
net income per share can be attributed to the effect of several
unusual items. The company recognized $11.3 million of gains, net of
impairments, on the sale of investments. The company recorded $3.5
million of accelerated depreciation and a related $1.7 million foreign
currency gain associated with the evaluation of the carrying value of
its office buildings and other fixed assets in Switzerland upon
integration of those operations into US Media. In conjunction with the
retirement of the company's 5% Convertible Subordinated Notes, the
company recorded a $1.6 million prepayment penalty and additional
interest expense of $1.4 million. The foreign currency gain and the
prepayment penalty are recorded in the "Other" line of the income
statement. The company believes that this information is useful to
investors because these items are infrequent in nature and may affect
the comparability of the current nine-month period results to other
nine-month period results.

CONTACT: CNET Networks, Inc.
Cammeron McLaughlin, 415-344-2844 (Investor Relations)
cammeron.mclaughlin@cnet.com
Martha Papalia, 617-225-3340 (Media)
martha.papalia@cnet.com

SOURCE: CNET Networks, Inc.

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