At this time I would like to welcome everyone to the CNET Networks third quarter financial results conference call. (Operator Instructions) At this time, I would like to turn the call over to Gloria Lee of Investor Relations.

Thank you and good afternoon. Before we begin our formal comments, I would like to remind you that in the financial news announcement released today, and also on this call, CNET Networks is providing specific forward-looking statements including guidance related to our expectations of future financial performance. Any forward-looking statements made as part of our news today are subject to risks and uncertainties that could cause actual or predicted results to differ materially. These risks are outlined in our third quarter news announcement as well as in the company’s Securities and Exchange Commission filing, including its 10-K for the year 2005, which can be obtained from the SEC’s website or directly from our investor relations website on CNET Networks. All information discussed on this call is as of October 23rd, 2006. CNET Networks undertakes no duty to update this information. Hosting today's call are Neil Ashe, CNET Networks' Chief Executive Officer and George Mazzotta, our Chief Financial Officer. Now let me turn the call over to Neil.

Thanks, Gloria and thanks everyone for joining us. I'm honored to be with you today as the CEO and I am excited to lead CNET Networks into the future. CNET Networks is a special company with an outstanding opportunity to grow and to help to find the media landscape of the future. For those of who don't know me, I come into this role from my position of heading up several business units in our company, including International, Community and Business; and overseeing corporate strategy and development. These roles have enabled me to be a key contributor in steering the company’s growth and expansion over the last four years. At CNET Networks, we remain focused on realizing the long-term opportunity for our company and on maintaining our leadership in the interactive content category. We are pleased with our continued ability to grow our audience and to further build our portfolio of brands for people and the things that they are passionate about. Our third quarter results are as follows: total revenues were $92.8 million, up 13% from the third quarter of 2005. We averaged 125 million monthly unique users, up 13% from third quarter 2005. As we have mentioned, trends in the technology and video game industries are affecting our growth this year. While we would like to be growing faster, we have market-leading brands in these categories including CNET, ZDS, Tech Republic and GameSpot, and we are confident in the future of these brands. As we look to the future, we will be focused on the following: First, we will remain focused on realizing the potential and opportunity of our existing brands. In the last four years, we have grown from almost exclusively technology brands to leading brands in personal technology, technology for business, games, music, television, community, food…

Thank you Neil. We generated $92.8 million of total revenue in the third quarter, which was 13% above last year. Total revenue was driven primarily by growth in our interactive businesses, offset by a year-over-year decline in international publishing. As a reminder, our result exclude revenues related to Computer Shopper magazine, which we sold in the first quarter of 2006 and subsequently treated as a discontinued operation. Our total third quarter revenues came in slightly below our guidance of $93 million to $96 million due to continued softness of marketing spend in both the technology and video game industries. Although this slowdown in marketing spend is consistent with what we have discussed on previous conference calls in April and again in July, we had not anticipated the degree to which product delays and product transition would affect marketing spend in the second half of this year. We believe that our revenue performance and current guidance reflects temporary decline in marketing spend, and not fundamental shifts in the trajectory of our long-term revenue growth. Despite softness in these market sectors, we are pleased with our efforts to retain and expand our advertiser base. Across the entire network, our top 100 customers represented 54% of total revenue, which is consistent with our previous quarter. Moreover, 96% of our top 100 advertisers who did business with us in the second quarter also did business with us in the third quarter. We are also pleased with our success in sustaining growth in multiple revenue streams. Marketing Services grew year-over-year 13% to $80.2 million; licensing fees and user revenue grew year-over-year 14% to $12.6 million. Search revenues from our Google partnership represented approximately 10% of our total revenues for the quarter. During the third quarter, our cash position decreased slightly to $141.8 million from $143.3…

Thanks George. Before I talk about our initiatives during the quarter, I would like to take a minute to comment on developments in the industry, both on the user and marketing fronts. On the user front, it is impossible to ignore the tremendous growth in social networks, such as MySpace. Their growth is impressive but should, I think, be put in context. These social networks are in effect communications tools for a new generation of users. As such, they share many of the same user characteristics as email and instant messaging. With that context, it is not surprising at all that according to Nelson Net Ratings, MySpace’s approximately 50 million unique users are beginning to approach the number of instant messenger and email users. We’ve also seen tremendous growth in online video, most specifically at YouTube. Bandwidth and storage are finally affording the large-scale adoption of IP video and there is no question that video on demand is a phenomenon. People are avid consumers of high quality content and not surprisingly, much of the content that they are consuming in these venues is professionally produced, original content. Over time, these remain positive trends for CNET Networks. We have the ability to generate high quality, original content in text, photos, audio and video and build properties that uniquely combine this content with community. On the revenue front, we are seeing some categories of marketers where the migration of investment is further along than others. While this means that some categories will not grow as fast as others, the macro trends remain the same. Online is growing dramatically as a user media, and it is under-spent from a marketing perspective, which will lead to sustainable revenue growth in excess of the general advertising industry. During the third quarter, our business remained healthy,…

(Operator Instructions) Your first question comes from the line of Mark Mahaney – Citigroup. Mark Mahaney – Citigroup: Great, thank you very much, a couple of quick questions. First, what would specifically trigger the acceleration of the bond payment? Would it simply be the NASDAQ delisting? Secondly, the page view growth excluding Webshots looks like it picked up again this quarter. How should we think about that going forward? Is there a trend in terms of the advertisers cutting back on marketing spend? Do you also see that in the usage patterns, and therefore as the new video game consoles come out in the fourth quarter, as two new video games come out next year, Vista is out, et cetera, et cetera, we should see a continued acceleration in those page views, excluding Webshots? Finally, quickly, international media revenue seems like it ticked up, I don’t know, 21% year-over-year, the strongest growth we’ve seen in a year-and-a-half. Any particular reason behind that? Thank you very much.

Mark, I will take the first part of that. Our convertible bond indenture is filed publicly with the SEC and if you read through that document, you’ll realize that the acceleration will occur based on our financial filing default. After the grace period, if bonds are accelerated, we’ll pay the holders par value.

I will take the other question. First on the page view growth, as we pointed out the growth excluding Webshots was about 15% which was largely distributed across the properties, with strength specifically in our entertainment area and we see growth there in the future. I wouldn’t tie that page view growth directly to either advertiser spending or the future migrations in the games or technology industries. Obviously, we continue to be focused on audience development and all of the metrics that are associated with that, although we’re comfortable with our ability to grow against our current inventory. Finally on the international revenue front, yes we continue to improve and have a better and better year on the international front. That’s largely driven by the strength in the UK and China and in Japan; we’re pleased with the development. We continue on pace there with our changing of the assets towards a more online focused, high quality branded experience in the markets in which we choose to compete, and we are pleased with the progress there so far.

Your next question comes from Nat Schindler - Piper Jaffray. Nat Schindler - Piper Jaffray: You made a comment that it was again slow spending in technology and in computer gaming, both of which relate to the new products with known release dates that haven’t changed in the quarter. Would there be anything to suggest there might be another influence? Have you seen anything such as advertisers turning towards ad networks or lower-end content as some other online publishers saw in the last quarter?

No, not for our core categories. In both the technology and video game areas, we have seen our core partners there continue to manage their marketing spend tightly as they look forward to the future. I think, frankly, they are realizing some cash flow opportunities without new products to market. So I would expect them to market in the future. As you know, our properties command a premium in the marketplace and we maintain that premium and you really can’t equate ad networks to our content properties. In fact, there are some examples of advertisers that have done tests on ad networks and have come back to our properties, because of the quality of our users and the user experience. So no, I would draw that same conclusion.

Your next question comes from Imran Khan - JP Morgan. Imran Khan - JP Morgan: Yes, thank you very much. Hi, Neil congratulations on your new role. A couple of questions. Going back to maybe the second question that was asked on the call, can you give us a sense of what kind of CPM growth you saw for your premier content versus remnant content so far this year? Looking forward, what kind of CPM growth you might see? Secondly, you said that you expect to see spending related to Vista and Playstation. Can you give us some color? Should we expect that in Q1 or when should we expect to see that spending? Thank you.

Okay, thanks Imran. So first question regarding CPM growth, we actually focused on the output metric of RPM, or revenue per thousand pages, and obviously that has gone up as our pages have grown roughly in line with our revenue growth. You have seen a little bit more sell-through but we have generally held CPMs constant. We’ve played with rate a little bit, taken them up for the fourth quarter in some areas, but by and large we are holding rates constant. We have that luxury because we have, over the last several years, grown our traffic significantly and created a significant amount of inventory for us to realize marketing dollars. So over time, can we take areas of CPM growth up? Yes, I think so but we will be focused on continuing to manage our sell-through, maintain our premiums in the marketplace and over time, develop our audience. As it relates to the underlying fundamentals of the technology and video game industries, they are a little bit different so I will tease them apart and deal with them individually. First on the technology front, Vista is expected to launch in the first half of 2007. It should have an impact on PC sales which affects the entire ecosystem from semiconductor manufacturers to PC companies to software companies. So we would look forward to that. The technology industry, however, today is different than the technology industry in the last 90s so it is not does not have, as an industry, the same overall top line growth but is expected to be healthy and we would expect it to grow. The video game industry is different for us. Largely our business there comes from publishers who are marketing individual titles. So as the new platforms grow in their installed base there are more customers to market these new titles too. So, the deeper the installed base the more that marketers will spend for each publishing title, because the larger the addressable market. So we would expect the trends in the video game industry to last for several years as the adoption continues to increase among the video game consoles.

Your next question comes from Kip Spring - Stifel. Kip Spring – Stifel: Can you talk about why there is such a wide range in your revenue guidance for 4Q, I think it’s 1% on the low end to 7% on the high end? Maybe talk about what you are pacing so far? A second question is specifically for Neil, maybe if you could talk a little bit about your long-term vision of the company and maybe discuss with multiples in media internet white hot, as evidenced by YouTube, why wouldn’t you consider exploring strategic options? Thanks.

Let me take the first, on the guidance one. I think your math is inaccurate on the guidance for the fourth quarter. Our range is for $108 million to $115 million of revenue which represents 5% to 14% growth. I don’t think that range is overly large as obviously it’s a large quarter for us. As it relates to my long-term vision of the company I articulated it in the prepared comments. I’ve been here for about four years now and I have helped to be an architect of the strategy for growth and the expansion into new categories. The opportunity we saw then is the opportunity we see now which is that this is a dynamic user experience which is going to continue to grow and there will be significant continued shifting of advertising dollars online. If anything, we think that opportunity is going to get stronger as, media, which has historically been defined as a distribution mechanism, whether that be magazines or newspapers or radio or television continues to now be focused on the content – it’s text, it’s photos, it’s audio and video. We have demonstrated an ability both to build brands for people and the things they are passionate about as well as to combine those content elements with community in a unique online experience. So we are bullish on our opportunity for the future and our ability to realize that opportunity. As such, we expect that we can create value for all of our stakeholders, our users, our employees, our marketing partners and our shareholders.

Your next question comes from Anthony Noto - Goldman Sachs. Anthony Noto - Goldman Sachs : Thank you very much. Neil and George, a couple of questions. The first question is, what is the page view growth organically of your properties, if you exclude all acquisitions? If you don’t have that measurement, then just your year-over-year page view growth in Redball inventory? Secondly, the RPM right now is up high single-digits, about 8.7%. How long do you think you can sustain that level of growth as we think about the inputs into revenue growth for next year? I know you are not going to give specifics, but sort of a range? And then separately, you have had before a perspective that you could drive over 40% incremental margin. Given the sort of declining engagement with audience and increased competition you have talked about, would it be more prudent to increase your level of investment to rebuild a faster growth rate in audience, especially with growth online/time spent accelerating? Thanks.

Okay, so first on the page view growth, organic versus acquired, with the exception of Webshots which was obviously a large acquisition in 2004, so over two years ago, we have not made large acquisitions. Having said that, we’ve launched new properties, so TV.com which is a grower, CHOW which is a grower, but in the context of 125 million monthly unique users and about 86 million pages per day, it takes a lot to move the needle. So our numbers are pretty true to our page view numbers and growth are pretty true to the sites that we operate. The pattern we’ve used over the last several years has largely required us to build those properties and to develop their traffic. So, I’d argue that with the exception of Webshots, all of our traffic is organic. The Redball traffic is consistent. Its growing year-over-year and we’re pleased with it. As it relates to the RPM question, we’re confident that there is a lot in our RPM and prior to the acquisition of Webshots our RPM was about $15 revenue per thousand pages. So, obviously Webshots is a lower RPM property, but we think that there is plenty of head-room in the other properties. As I mentioned earlier in the call, we’ve outgrown revenue on the user and usage front over the last several years. As it relates to incremental margin, obviously the faster you grow revenue, the easier it is to bank a higher incremental margin. I would take a difference with your view of declining user engagement. As I mentioned in our comments, while page views are up 15% year-over-year, excluding Webshots, they are not the sole determinant of either user engagement or the quality of our user experience. So we are constantly honing those experiences to make them better. But nested in that question is something that I would really like to spend time on, which is that we are committed to a long-term opportunity for growth and we believe that we should invest to realize that opportunity. We will continue to invest in developing properties and in doing the things necessary to generate the content and deep and rich user experiences that we are known for. So as I mentioned, we’re bullish on the opportunity and we will, if necessary, continue to spend against that opportunity for future growth.

Your next question comes from Lloyd Wellesley - Thomas Weisel Partners. Lloyd Wellesley - Thomas Weisel Partners: Along the lines of your most recent comment, could you comment a little bit on where you think you might spend in terms of the existing categories you have developed versus further expansion in the new categories? Again on the remnant inventory question, to what extent are you selling your own inventory on Webshots at this point? If you could comment a little bit about the trends you’ve seen recently in pricing that you have obtained through ad networks, and whether you think that is improving from this point going forward? Thanks a lot.

So first question, where do we see where we see the opportunities to invest in future growth? Obviously, we have seen a tremendous amount of growth in our entertainment properties and we feel very good about the head room there and the opportunity for growth, specifically at TV.com. We’re very excited with the development of CHOW and we see opportunities with Urban Baby and in the lifestyle area, and we’ll continue to invest there, as well as to continue to identify new opportunities. As it relates to the Webshots inventory, we still sell a minority of the Webshots inventory ourselves, therefore a majority of the ad units are sold though ad networks. Our experience with ad networks is that pricing has been going down. As our analysis of the situation is that there is a flood of inventory for them. That’s what has driven the prices down for us. So I am not sure that we are necessarily representative of the entire market on that because we only really use those ad networks at Webshots, but we have seen prices go down.

Your next question comes from Mark May - Needham. Mark May – Needham: Thanks for taking may question. I understand you are trying to limit the scope of the call to a few things. I just wanted to focus on cash, the cash balance. What do you expect your cash burn -- if you are going to burn cash -- what your cash burn will be in the December quarter? Maybe if you want to comment, are there any one-time sort of extraneous cash outlays that you expect over the next few months or couple of quarters? In the prepared remarks you mentioned that the options restatement would have no cash impact, but I am wondering is there a possibility that there is a cash impact from a tax perspective? If so, can you just put it within a range of how big of an impact that could be? Thanks.

Thanks, Mark. So first on cash balances, we wont speculate or provide guidance for free cash flow and talk about today what we believe our expenses will be for the rest of the year. But I can set some context for you and I think it’s important to understand that our company generates sufficient cash to support what we believe is an appropriate reinvestment for our existing businesses and also to develop new businesses. We have a very strong balance sheet even after the payment of the convertible notes; we are left with only about $18 million worth of debt; most of which are seller notes with a small mortgage and about $77 million worth of cash. So we have sufficient liquidity, we have access to capital, and we feel pretty strong about our position. The second part of your question dealing with stock options, we will not again speculate and provide guidance for what we expect the non-cash charges to be. You know, I certainly won’t speculate about any tax implication or tax accounting. as I said before. So I think embedded in your question is, what other unusual cash items may surround the investigation and our review of stock option granting practices? Of course that has the fees associated with outside consultants, forensic accountants and legal. Again, we are not going to provide guidance for this other than to say what we did earlier, I believe on the Q2 call, which is we believe this expense, which will be unusual, will be significant.

Your next question comes from Jordan Rohan - RBC Capital Markets. Jordan Rohan - RBC Capital Markets: I am going to try a couple more questions along these lines and see what you will or will not answer. Let’s see, first, can you give us an idea of the general trends in gross margins for your company? Specifically, whether the mix shift towards video-based content is increasing or decreasing those gross margins; whether or not you have added to your editorial staff, things like that might be considered in cost of goods? Secondly, if you could give us an idea of the number of employees at the end of the quarter, maybe some of us can use that to try to figure out what the operating expenses may look like? Thank you.

Jordan, I’ll take the first part of this and maybe Neil could add some comments about video and what implications it has for us. But again, I have to emphasize that because we cannot file financial reports on a GAAP basis, we cannot comment on non-GAAP measures as well. So, EBITDA, volume and margins we will not comment on, on this call. The second part of your question about employees, we’ve said this before. Our total employees for the entire network averages around 2,400 to 2,500 people.

As it relates to the cost of content production I would say that it’s relatively consistent. We do continue to invest in the growth in each of our properties, but I would say that it’s relatively consistent.

Your next question comes from Scott Kessler - Standard & Poor's. Scott Kessler - Standard & Poor's: Thanks. Two timing-related questions that may or may not have been asked before. The first is when do you expect the issues related to your debt issue to be resolved? And when will you know and communicate as to whether or not you’re going to have to pay your convertible in full? When do you expect that issues related to stock options are going to be largely resolved? When are you guys going to expect to complete your restatements and file the appropriate filings? Thanks a lot.

First I’ll comment as I did with Mark’s question about our convertible notes. We won’t be specific about when we believe that the notes will be accelerated, but the indenture is publicly filed with the SEC and if you read through that, you understand that the acceleration is motivated by the financial filing default and that at the end of a particular grace period the notes can be accelerated. If they are, we will pay them at par value as prescribed, in accordance with the indenture, but we cannot speculate about when that may occur. Similarly, the timing and the process of our restatement, as I said in my prepared remarks, we are devoted to this effort. We are using a significant amount of outside resources to help us with this and we are very optimistic that we will resolve this in a timely manner, but we will not speculate as to the specific time in which we will go public again with financial statements.

At this time, there are no further questions. Are there any closing remarks?

Yes. I would just like to say thank you for joining us on the call today. We appreciate the attention and support that you provide to our company and we look forward to talking to you next quarter. Thank you.

This concludes today’s conference.