Cameron McLaughlin - IR Neil Ashe - CEO George Mazzotta - CFO

Lev Belinski - JP Morgan Heath Terry - Credit Suisse Anthony Noto - Goldman Sachs Bill Lennan – First Albany Gordon Hodge - Thomas Weisel Mark Mahaney - Citigroup Bill Morrison - JMP Securities Mark May – Needham & Co. Kit Spring - Stifel Nicolaus Youssef Squali - Jefferies Analyst for Brian Fitzgerald – Banc of America

At this time I would like to welcome everyone to the CNET Networks second quarter financial results conference call. (Operator Instructions) Ms. McLaughlin you have may begin your conference.

Thank you and good afternoon. Before we get started, I would like to remind you that this call is being webcast. The webcast and second quarter slide presentation can be accessed on the CNET Networks investor relations website at ir.cnetnetworks.com. A replay will also be available shortly after the conclusion of this call. I would also 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 expectation of future financial performance, including statements concerning future revenue, expenses, operating income, earnings per share and certain expected tax benefits, as well as statements regarding our growth prospects and expectations concerning the future success of our products and services. Any forward-looking statements made as part of our news today is subject to risks and uncertainties that could cause actual or predicted results to differ materially. These risks are outlined in our second quarter news announcement as well as in the company's Securities & Exchange Commission filings including its 10-K for the year ended December 31, 2006 and its 10-Q for the quarter ended March 31, 2007 which can be obtained from the SEC's website or directly from our investor relations website. All information discussed on this call is as of today, July 26th, 2007 and CNET Networks undertakes no duty to update this information. Last but not least, you can find a reconciliation of the non-GAAP financial measures that we use in our news release and on this call to GAAP financials on the last pages of today's news announcement, as well as in the slide presentation that accompanies this call, both of which are located at our investor relations website. Hosting today's call are Neil Ashe, CNET Networks Chief Executive Officer, and George Mazzotta, our Chief Financial Officer. Following their prepared remarks we will have a brief question-and-answer session. To facilitate the question-and-answer session we will be muting the line following each question and will not be taking follow-up questions. Now let me turn the call over to Neil. Neil Ashe: Thanks, Cameron and thank you all for joining us. It is our pleasure to discuss our second quarter results, our progress and our outlook for the future. CNET Networks is a different kind of media company. We continue to demonstrate our ability to build and grow media brands for people and the things that they are passionate about. With some of the most important online media brands in the world, serving over 137 million people, CNET Networks is uniquely positioned and has the foundation to thrive in the evolving media landscape. As I have stated on previous calls 2007 is a year of transition for CNET Networks. We have made and will continue to make the changes that are necessary to execute on the opportunity that we see in front of us. This will take time, but will position us for long-term success. Highlights of our second quarter are as follows: Total revenues were $97.2 million, up 5% from the year-ago quarter. Excluding businesses closed in late 2006 from the year-ago quarter, total revenue increased 8%. As we discussed with you last quarter, we are seeing weakness with some of our large technology advertisers, particularly with a few PC-related accounts. This is impacting our growth for the quarter, particularly evident in slower than expected U.S. media revenue. Also as we discussed last quarter, we have reduced our focus on WebShots; as such we have accepted year-over-year revenue declines at this property which are also impacting our growth. Our international business exhibited very strong growth during the quarter. Excluding closed businesses and the positive impact of foreign exchange, our international business grew 25%. The number of people visiting our sites continues to grow. Over 137 million monthly unique visitors to our properties during the quarter, up 18% year over year. Excluding WebShots page views were down 1% year-over-year and time spent on our properties increased over 9%. Operating income before depreciation, amortization, stock compensation, and stock option investigation-related expenses was $16.2 million, a profit margin of 17%. Turning to our outlook for the year, we are revising our full-year expectations for financial performance due to the factors that we have discussed, namely, weakness against some large tech accounts and revenue declines at WebShots. We are working diligently to build a vibrant and valuable company that seizes a long-term opportunity and creates value for all stakeholders. To do so, we organized around the following three initiatives. First, realizing the potential and opportunity of our brands. Second, identifying new opportunities for growth; and third, continuously striving to do what we do better. We will continue to expand our footprint and take full advantage of the content expertise and the platforms we have built. Let me start with how we are doing what we do better. As you know, we have been assembling the senior management team for long term success, and we have made tremendous progress this quarter with three key additions: Jack Haire, Jose Martin, and Andy Sherman. First on the ad sales side. We are making changes that will allow us to raise our industry profile and realize the power of our incredible network of properties. There is no one that I would rather partner with than Jack Haire. As the former chairman of the advertising council for Time Warner, and EDP sales and marketing at Time Inc., very few people in the world can match Jack's wisdom, experience, creativity and network. In his role as Special Advisor to the CEO, Jack is already impacting sales strategy, organization, execution and recruiting; all of which will be tremendous assets to the CNET Networks team. On the corporate side, both Jose Martin and Andy Sherman are outstanding professionals who have the talent and experience to be industry leaders in their respective disciplines. Jose comes to us from Electronic Arts with a wealth of directly relevant experience building and growing a creative content centric company with a talented and vibrant global workforce. Andy joins us from Sybase, and prior to that Epiphany and Peoplesoft where he has consistently and impressively demonstrated both the legal and management skills that we require to help us grow. Building a word-class team is step one in our transition, and these talented individuals are indicative of the team we are assembling. While doing what we do better is hard and sometimes tedious work, it is the foundation on which we will build value. The next area of focus is on realizing the potential of our existing brands. Our brands are best in class and are recognized as such. We continue to work to make them everything that they can become to deliver on the needs of our users and our ability to monetize them. For example, GameSpot not only continued its dominance of E3 this year, but in fact took the entire event to another level. E3 2007 changed from the raucous consumer event of the last several years to an invite-only industry conference with less than 5,000 attendees. While the consumer event may not have happened live, it did happen online GameSpot. With a three-day live stage show, broadcasting 28 hours of new game demos and nearly 500 original videos, GameSpot dominated in breadth and depth of coverage. GameSpot reached over 2 million unique users on day one of the show alone and did nearly 4 million video streams. Recognizing the value and power of the GameSpot audience, the big three console companies – Sony, Microsoft and Nintendo -- all turned to GameSpot to broadcast their press conferences. Sony and Nintendo officially pointed visitors from their site to GameSpot to watch the live coverage. Our charter sponsors for the event were Nissan and the U.S. Marines. In addition to E3, we continue to invest in the future of GameSpot with the acquisition of SportsGamer. The SportsGamer audience is a passionate community of sports gamers which will further extend GameSpot’s reach to this important segment of the gaming audience. We welcome the SportsGamer team to GameSpot, and together we will continue to expand our market-leading franchise. TV.com also had a great quarter of development. This quarter marked the launch of our original video content efforts. In late May we launched several new video programs at TV.com including Turbovision and the Burning Question. In the Burning Question, host Laura Swisher takes to the street to ask the important questions of the day, including what advise people have for Paris Hilton in jail, what is up with Paula Abdul and what celebrity reality show people really want to see. Turbovision is a daily series at TV.com which features a funny twist on what shows are on television each night. Don’t watch TV without first watching Turbovision. You can find these shows on the front door and in the feature section of TV.com. Look for more in the future. We also continued to generate, fund and promote emerging media to deliver on the user promises of our brands. In June, CNET launched the CNET blog network. We now feature close to 30 blogs created by independent content producers, our own award-winning editors and even from users like Kevin Ho. We pulled Kevin of the line in front of an Apple store and offered him the chance to write about his first month with the iPhone. The result, 30 days with the iPhone, is a well-written, insightful and at times humorous blog that is doing well with readers in its first few weeks. We will continue to expand the CNET blog network. While our efforts to incorporate user and independent content are scaling, we are not loosing our focus on expertise and original content creation. The quality, reach and influence of our CNET content is easily apparent and the model we have established is scaleable and productive. Our 20 CNETNews.com editors produce over 120 pieces of original content each day. Most importantly, their content is the foundation on which the conversation is happening, wherever that conversation occurs. For example, doing a simple Google search of one of our recent headlines, Will Security Firms Detect Police Spyware? Shows that this story is being cited over 300,000 times. Outside the U.S., we continue our focus on expanding our largest brands and on creating value in key markets such as China. Specifically in China, we have had very strong success and have proved an ability to add and grow new brands and new categories, building a meaningfully sized media business in this growing market where both our technology and auto properties are performing well. We will continue our investment in China. Operationally we are migrating some of our U.S. platforms to the market to assist with the integration and growth of these developing properties. By the end of the third quarter, our traffic statistics will include the full effect of our new and developing properties in China. We anticipate this resulting in an increase in our network users and page views. We are also continuing to aggressively seek new avenues of growth. We have always been builders of brands and innovators of content models, and we will push this innovation further. Specifically, we are aggressively pursuing opportunities to expand the content for our users and the users for our content. To that end, we are charter members of each of the developing video distribution networks. During the quarter, we announced our participation in the new site joint venture lead by Fox and NBC. We are the first pure play online content provider to join the venture. As part of the arrangement, we will provide video content from each of our brands. In addition, we will service a distribution partner with the ability to offer our users access to all of the video being offered through this partnership. We look forward to hosting shows like Heros and 24 on TV.com. This partnership adds to a deal announced earlier in the quarter where TV.com is a launch partner of the new CBS interactive audience network. Our partners recognize CNET Networks as company that creates rich and engaging interactive experiences. Arrangements like these provide symbiotic ways to expand the high quality content that we supply our users as well as introduce even more users to our high quality content. We are confident that this will create more value for us and for our media partners. Finally, we continue to see strong growth and long-term opportunity at our newer properties: notably BNET and Chow. With that let me turn it over to George to bring you up to date on our financial picture, after which, I'll provide some closing remarks. George Mazzotta: Thank you, Neil. Total revenue for the second quarter was $97.2 million, an increase of 5% from $92.4 million last year. Revenue during the quarter was driven largely by strong growth in our international segment, offset by moderate growth from domestic brands and a year-over-year decline in WebShots revenue. As we discussed on previous conference calls, we exited our events business in China and the UK, our media operations in Korea, and our ED venture business in the U.S. during the fourth quarter of 2006. Combined, these businesses contributed about $2.2 million of revenue during the second quarter of 2006. Excluding these closed businesses from our second quarter 2006 results, total revenue during the second quarter of this year would have grown by 8%. Marketing services revenue grew 7% year over year to $85.4 million, driven mostly by strength at our international entertainment and business properties, offset by a year-over-year decline in display media revenue at WebShots. Excluding closed businesses, marketing services revenue would have grown 9% from last year. Licensing fee and user revenue during the second quarter declined 6% year over year to $11.8 million, due largely to declines in WebShots subscription and print revenue. Excluding closed businesses, licensing revenue would have been nearly equal to last year. Supporting our revenue growth is a stable advertiser base. Across the entire network our top 100 U.S. customers represented 52% of total revenue. This percentage is slightly lower than previous quarters due largely to the slower growth of U.S. media revenue during the quarter. We also experienced a high renewal rate from our top advertisers as 95% of our top 100 U.S. customers that did business with us in the first quarter renewed with us in the second quarter of this year. Google search revenue represented nearly 10% of total revenue for the quarter. On a segment basis, U.S. media revenue increased 1% to $73.7 million in the second quarter. The decline in WebShots media revenue contributed to lower growth of total U.S. media revenue. And as Neil discussed earlier, we continue to experience slower growth in the technology category, particularly among our large PC-related accounts. Excluding closed businesses, U.S. media revenue would have grown 2%. International revenue increased 20% to $23.5 million during the second quarter. International growth was driven by strength in recently acquired interactive businesses in China and France, favorable foreign exchange rates and continued organic growth from interactive businesses in key markets. Excluding closed businesses and adjusted for foreign exchange, international revenue would have grown 25% from last year. Total cash operating expenses, excluding costs associated with our stock option investigation and related matters, were $81 million in the second quarter, an increase of 10% from $73.5 million last year and about equal to the first quarter of this year. Almost half of the $7.5 million year-over-year increase in cash operating expenses can be attributed to investments in our international properties, expense mostly associated with our newly acquired properties in China and France. The balance of the year-over-year increase is related to investments in growing domestic businesses, increased investments in our network infrastructure and professional fees. Expenses associated with our stock option investigation and related matters were $2.9 million and represents primarily fees paid to legal counsel. Operating income for the second quarter, excluding stock compensation expense, depreciation, amortization and cost related to our stock option investigation and related matters, was a $16.2 million, a $2.6 million decrease from $18.8 million last year. This results in adjusted operating income margin of 17% compared to 20% last year. Net income for the second quarter, excluding stock compensation expense, investment gains and costs related to our stock option investigation and related matters, was $5.2 million or $0.03 on a diluted EPS basis. This compares to adjusted net income for the second quarter of 2006 of $11.2 million or $0.07 diluted EPS. The $6 million year-over-year decline can be attributed to a $2.6 million deterioration in adjusted operating income and $3.4 million of additional depreciation and amortization costs and higher net interest expense. On a reported basis, net income for the second quarter was a loss of $76,000 or breakeven on a diluted basis compared to 2006 net income of $5.2 million, or $0.03 diluted EPS. Our second quarter 2007 reported net income includes $4.1 million of stock compensation expense and $1.6 million of realized gains. Our second quarter 2006 net income includes $4.6 million in stock compensation expense. Turning to our balance sheet, our total unrestricted cash and marketable securities balance at the end of the second quarter was $85.4 million, approximately $13 million more than the first quarter. This increase in cash was primarily driven by stronger operating profitability as compared to the previous quarter, and greater cash collections of accounts receivable as evidenced by a reduction in days sales outstanding. Proceeds from the exercise of stock options and realized gains on private investments also contributed to the increase of our cash balance. Total debt at the end of the second quarter was $75.7 million. Our debt balance consists of a $60 million credit facility due in the fourth quarter of 2007; the remainder consists of seller notes related to acquisitions of which $10 million is payable in the third quarter of this year. Cash provided by operations during the second quarter was $17.5 million, an increase of $2.6 million from last year. Capital expenditures during the quarter were $8.5 million, compared to $8.7 million last year. Excluding costs related to our stock option investigation, free cash flow was $11.8 million during the second quarter compared to $7.6 million last year. Now let me provide you with our financial guidance for the third quarter and full year. For the third quarter of 2007, we expect the following: Total revenue is expected to be within the range of $95 million to $103 million. Operating income before depreciation, amortization and stock compensation expense is expected to be between $14 million and $18 million for the third quarter. We estimate that stock compensation expense will be approximately $5 million during the third quarter. Excluding stock compensation expense of approximately $0.03 per share, third quarter EPS is expected to be within the range of $0.04 to $0.07. On a reported basis, third quarter earnings per share is expected to be within the range of $0.01 to $0.04. It is important to know that our EPS guidance for the third quarter reflect an estimated booked tax rate. By the end of the third quarter, we expect to have sufficient visibility into our annual net income performance to confirm our estimates of full year net income profitability, and this will obligate us to recognize income tax expense on an effective rate basis. However, our expected income tax expense for the third quarter will reflect a benefit of approximately $4 million or $0.03 EPS, due to year-to-date reported losses in 2007. For the full year 2007, we now expect the following: Total revenue to be in the range of $405 million to $430 million, which represents 5% to 11% growth over last year. We expect full year operating income before depreciation, amortization, and stock compensation expense to be between $80 million and $95 million. We estimate that full year stock compensation expense will be approximately $20 million. As we have discussed on previous conference calls, we expect to release in the fourth quarter of this year our valuation allowance recorded against deferred tax assets, which will generate a substantial tax benefit for the year. Although we will record a booked tax rate on our future period income statements, we expect to enjoy a very low cash tax rate for several years, given our significant level of deferred tax assets. Excluding approximately $0.13 per share of stock compensation expense and $1.20 per share of tax expense benefit related to the valuation allowance release in the fourth quarter, full year 2007 EPS is now expected to be between $0.22 and $0.32. On a reported basis, full year EPS will be between $1.29 and $1.39 per share. Finally, we now expect capital expenditures to be between $30 million and $35 million in 2007. This adjustment from previous guidance of between $35 million and $40 million represents revised phasing of facilities and network infrastructure projects. As a reminder, our quarterly and full year guidance does not consider ongoing costs associated with our stock option investigation and related matters. That completes our financial update and now I would like to turn the call back over to Neil. Neil Ashe: Thanks, George. CNET Networks is a different kind of media company. We continue to demonstrate our ability to build and grow media brands for people and the things that they are passionate about. By realizing the potential of our existing brands, identifying new opportunities for growth and continuously doing what we do better, we will build a vibrant and valuable company that seizes the long-term opportunity and creates value for our all of our stakeholders. We will continue to improve our business and expand our footprint in order to take full advantage of the context expertise and platforms we have built. Our focus is on making CNET Networks a bigger and more valuable company. With some of the most important online media brands in the word serving over 137 million people in areas that they care most about, CNET Networks is uniquely positioned and has the foundation to thrive in the evolving media landscape. That wraps up our formal comments, and we would like to turn it over to the operator so we can open up for your questions.

(Operator Instructions) Your first question comes from Lev Belinski - JP Morgan. Lev Belinski - JP Morgan: If you could talk a little bit about, I know you have talked in the past about moving away from talking about page views. Can you talk about the impact of how a more Ajax-based interface for various sites is having on your usage metrics? And to what extent you are targeting user minutes and how that is going. Neil Ashe: Sure, as we have discussed and I think it has been widely acknowledged in the press and other communities over the last little bit, users are really the most important statistic that we focus on at this time. Page views per user have gone down. In our case, that is the result of new technologies like Flash, new content models like video and to a certain extent, Ajax. We are, as you indicated, starting to focus more and more on time spent. So across our network, excluding WebShots in this quarter, I believe time spent was up 9%. So over time, each of the different engagement metrics we will be focused on, but the most important of which is unique users. So as I said, those were up 18% year over year.

Your next question comes from Heath Terry - Credit Suisse. Heath Terry - Credit Suisse: You mentioned how your non-CNET businesses are doing. Does that give you any more motivation to start to spread out to other areas that you are not in right now as far as content goes? To the extent that you can talk about areas that you feel might be underserved or niches that you could fill, or at least how you are going to think about targeting those areas in the future, I would appreciate it. Neil Ashe: As we have said in the past, I think we are a unique demonstration of the ability to build multiple brands in different areas successfully, as ranges from our recent launches such as BNET in the business media space to Chow in the food space; and then going back a little bit to the entertainment and lifestyle properties like TV.com, MP3, FilmSpot, et cetera. Our criteria for evaluating whether or not we want to enter a category is first, do we believe that there is a passionate user interest? So is this consistent with our other properties in that it is something that people care enough to go to the place where they can tell the difference. The second is obviously, is there a market or interest in the category if we build it? Finally, do we think that we can do it better? That has guided our horizontal scaling that we have done over the last several years, and the properties that we have entered into. We continue to see strength against the properties we are building right now. TV.com obviously is a little over two years old now and is approaching 20 million monthly unique users and has been a real success for us. We see continued opportunity in entertainment and some adjacencies in entertainment, as well as in the lifestyle areas. So Chow and Food, Urban Baby, in parenting, we see other lifestyle categories where we can build upon that. Most importantly, perhaps though, we also see the ability to continue to expand the brands that we already have. So you are starting to see us expand our programming at places like CNET with CNET TV and with the different beats that both our award-winning editors as well as our blog network are covering. In addition to expanding to new brands, we will continue to expand the coverage of the brands we already have, which is, we believe, a great opportunity to bring more content to our users as well as going forward, take our content out to more users. So we see strong expansion opportunities within the current brands as well as in the new categories that I described.

Your next question comes from Anthony Noto - Goldman Sachs. Jenn for Anthony Noto - Goldman Sachs: My question really revolves around what is required to get marketing services revenue to accelerate in the back half? If you could talk a little bit about the trends you are seeing and what you think will change? Neil Ashe: Obviously the back half of the year is always the stronger, specifically the fourth quarter is the strongest quarter for us. We have underlying strength in the business right now in some of our core categories like consumer electronics, some of the tech categories beyond the PC related accounts that we discussed. As well as against video games and I believe that the combination of those plus increased execution against our general consumer advertising efforts can improve the back half of the year.

Your next question comes from Bill Lennan – First Albany. Bill Lennan – First Albany: The Google revenue is a bit surprising, if we take the percentages you gave last Q2 and this Q2 and in fact, Q1 this year Google revenue looks like it is down sequentially and up modestly year over year, which is surprising to us. I wonder if you can explain what is going on there? The second question is, the news is not all bad if you have got unique users up anywhere from 18% to 20% depending on which quarter you talk about, and you have got people spending more time on your properties. That is what media is all about. So can you talk about the selling process? How do you go into meetings now and sell these metrics in a world where page views are becoming less relevant? Are people still clinging to page views when you go and try to talk to clients? I guess the short version of that question is, you have got some great metrics going on but the revenue doesn’t seem to always reflect that. So how do you sell the good things at CNET? That’s it. Thanks. Neil Ashe: Sure. I will hit the first question about Google revenue. Google revenue for us, with the exception of the first quarter of this year, has always been right around 10% of revenue. As we said in the last quarter, we tried some optimization techniques in the first quarter which yielded some positive results that we didn’t expect to continue. So Google revenues are now back in line with where they have been historically. On the more important question, how do we sell the network and how do we present CNET Networks? Quite simply, CNET Networks accumulates the best audience online. So our 137 million people are gathered around their areas of passion and the things they care most about. What we found as a result is that we attract users who know enough to know the difference. That know enough to know the difference isn’t just about the specific property where they are; that is not just tech at CNET or games at GameSpot or TV at TV.com or food at Chow. But really, we create influencers. Those influencers are influential in any number of topics. Not surprising, they would be the ten most important topics to any advertiser. So when we go to advertisers – and advertisers are really focused on users and significantly less than they are on page views – so the conversation is about (a) the quality of the audience, (b) the environment in which you are interacting with them and then (c) how their message can be authentic to our users in this very engaging and rich environment that we build at each of our brands. So those are the conversations we are having. Frankly, if there is a stumbling block to selling our network right now is that people who don’t know us very well are surprised to realize that we are as big and as influential as we are in as many categories as we are. So as we have said, and as I have said repeatedly on the call, part of the reason I am bringing in changes and making changes to the sales organization and bringing in people like Jack Harris is so we can raise our industry visibility. It is frankly hard for some of these folks whose job it is to realize that there is somebody out there who is as influential as Time Inc. or MTV Networks that they haven’t heard or spent a lot of money with yet. So we are really focused on raising that industry visibility. Secondly, crafting the sales strategy to effectively go and penetrate these additional categories. We obviously do very, very well from a market share perspective in the categories where you would expect like tech and consumer electronics and video games. We have the audience and the right and title to do equally as well against other important categories like auto and financial services and consumer packaged goods, et cetera. That is what we are really working to do. This is a permanent change, not a change to the third quarter or the fourth quarter of this year, but for 2008 and beyond.

Your next question comes from Gordon Hodge - Thomas Weisel and Partners. Gordon Hodge - Thomas Weisel and Partners: Some of us are very optimistic that the video game cycle will start to turn up, and with it will come additional advertising after a drought year last year. I am curious if you are starting to see any signs of that as we get towards the fourth quarter, here. I am also curious if your guidance, which I think before had assumed a pick-up in the business, is still at the high end it seems related to either video games or a recovery in the PC space. Then I had a question on international, it grew nicely. I am curious how much of that was organic? Also, international traffic that you aren’t monetizing because it actually goes to your U.S. site. I am wondering if you are able now, if you have more bulk overseas whether you are able to funnel that inventory and sell it. Thanks. Neil Ashe: I will try and take three of these and then I may hand it off to George for some. So first on the video game cycle, there are some important titles that will be released in the fourth quarter of this year, and I believe the conventional wisdom in the video game industry that 2008 should start to see the pick up. As our performance to date is a little skewed in that E3 was in the second quarter last year and then the third quarter this year; if you normalized it, we are probably in the double-digit growth range on video game sales. I believe that we continue to take share in video game sales. I believe that we will perform better or continue to perform better as the industry starts to tick up, and we continue to believe that is an ’08 phenomenon. The second question around guidance and does the high end assume a pick up in games or PC. To be perfectly direct about guidance, we are giving you the best picture we have at this point in time. So with second quarter, we are not pleased with second quarter revenue coming in $97.2 million; that $3 million alone changes our perception on the full year, obviously. So on guidance, we are trying to give you the best view we have got right now. We are focused on trying to make this company grow faster and be bigger and more valuable. That is not 5% growth, so we are pushing the company to get to the double-digit growth range for the rest of this year and beyond. But this revenue target is the best information we have at this point in time. George, do you want to attack the international growth? George Mazzotta: Sure, you asked about international growth, the 20% reported growth for the quarter or as adjusted for foreign exchange and closed businesses of 25%. That growth rate comes equally from interactive organic businesses that existed previously and half of it comes from new acquisitions in China and France. Neil Ashe: And then your last question about the bundling and culling of inventory on our dot com properties from outside the United States. The first place that we have done this, and with the most success so far is around GameSpot. So with the launch of GameSpot UK and GameSpot Australia, we are both selling the traffic to uk.gamespot.com, for example, as well as the traffic to the dot com properties from the UK and we are starting to see success there. We are aggressively developing this model and obviously the English language countries are the best to start with for that, but that is one of our key strategies for international growth going forward.

Your next question comes from Mark Mahaney – Citigroup. Mark Mahaney - Citigroup: Can I just ask a basic question about the change in guidance in the back half of the year? I think you have implied this or maybe I missed it; you are essentially bringing down your guidance. Is it the WebShots revenue decline year over year? So you had already expected that to get weak, but it is getting weaker more rapidly than you had expected? Or are there other places? If you could just tick off two or three reasons why, just in the back half of the year, why your outlook came down a little bit? Thank you very much. Neil Ashe: The quick overview on our view on guidance right now is that 5% to 11% growth for the year and greater than 20% EBITDA margins for the year. What has changed between now and the first quarter is typically as it relates to really the items that we called out when we set second quarter guidance. Where some weakness, to get specific, non-tech accounts and secondly related to WebShots. As I believe Gordon asked in the last question, we expected or we took some risk, frankly, in the first quarter that we would improve throughout the rest of the year on each of those specific items and that we would make up for the WebShots revenue, frankly, with other things. Now we are not assuming that, we are assuming that our current run rate is basically where we finish the year. So as I said in the last question, we are trying to provide you with the best information we have at this point in time. I would like to emphasis though, as it relates to guidance, that it is not changing how we run the business. Our objective here is to make this company as valuable and to make this company grow. That really is our focus. What we are using guidance for is to try to provide you as much transparency as we can to exactly where we are at this point in time.

Your next question comes from the line of Bill Morrison - JMP Securities Bill Morrison - JMP Securities: I was wondering if you could comment a little bit on what exactly is ailing the PC industry? When you talk to your customers, what are they telling you for the reasons and that they are either lowering their spend with you or lowering their spend across the board, particularly given, I think that most of us probably expected tech to be strong this year with the Vista cycle. If you could comment on that. I was wondering if you could give us maybe a little bit of visibility into the size and growth of kind of your non-tech properties from a revenue scale perspective so that maybe we can understand when some of the high growth businesses like Gamespot, et cetera, might begin to drive an acceleration in the overall business? Thanks. Neil Ashe: First, why is PC advertising spending lower? We have called out and to be real specific about this, I believe this is first of all an industry-related phenomenon, and that is that the PC business is not the same growth business it was during the last cycle. So that's pretty fundamental. That has ramifications for lots of folks. Margins are not expanding. In fact they are decreasing. You are seeing cuts at places like the PC manufacturers. I think you have written extensively about your views on then Intel Inside program. Clearly that's a catalyst for the industry, but I know it's a not the direct effect on us. There also have been other changes at some of these large accounts. Reorganization, refocuses, cost-cutting measures to realize their numbers. I believe that we all had hoped for a Vista rebound, and I think the reality is that PC industry at least as defined by personal computers, and not by the expansive use of other devices, is not the same growth market that it was. Which is not to say that it's not a very attractive business both for us as well as for the companies that operate in that space. The second is, how do the other properties relate to our growth and our business mix? The first thing I would like to say is that we have outstanding businesses that generate technology revenue. CNET is for example an industry leader. It's obviously an industry leader, it is an iconic brand. It's a top 10 advertising brand on line and indeed is larger than most magazines and many cable networks. So it really is a strong and vibrant media brand, that's been around for 10 years and has developed its sea legs in an industry that has grown and is in an different stage of growth than it was before. You will see it continue to grow as we expand, as I said earlier, the coverage model into other categories like consumer electronics, where we're having real success this year and expect to continue to have success in the future, autos with CarTech, et cetera. We are bullish on the future of CNET and excited about the prospects. You are seeing us also grow our business properties with BNET, for example, that as you point out are too small to impact this year but which we have high expectations for the future. Then finally, entertainment and lifestyle properties which are market-leading brands in and of themselves. GameSpot is clearly the leading video game site and game-related site at this point. TV.com is a phenomenon among the television audience. Chow won I think it was Times top 50 sites, I think it was No. 5 of new sites in Time Inc. So you are seeing this process repeat over and over again. How long does it take for them to grow in to expand beyond the tech? I'm not sure exactly. I wouldn't trade the $400 million plus of revenue we have already for a higher growth rate right now, though. These properties will contribute, they have significant value, and we are very pleased with what I believe is our unique and demonstrated ability to develop these new brands in multiple categories wherever we choose to compete. We are confident in the value we're creating there and their ability to impact our long-term growth and what really, truly separates us as the premier online content provider.

Your next question comes from the line of Mark May - Needham & Co. Mark May - Needham & Co.: Thanks for taking my questions. Sorry to go back on the guidance again, but I want to approach it from a slightly different angle. The implied numbers for Q4 imply a pretty significant ramp in revenue, I think at the mid-point of the ranges, it's like $30 million in incremental revenue sequentially, like a 30%-plus sequential increase in revenue. I think it's over 30% EBITDA margins in the fourth quarter. That's something that I don't think the company has done in quite sometime. Just wondering what gives you the confidence that you'll see that sort of growth and margin leverage in the quarter? The other question is, you made some divestures last year. Do you have any other plans to streamline the business or restructure anything within the business going forward? George Mazzotta: I'll take the first question around guidance. We're not going to provide you with specific guidance into Q4, but what is implied in our Q3 and full-year revised guidance is a range around which we believe we can comfortably operate. The seasonality is such that Q4 implied would equal the proportion of the year in 2007 as it was in 2006. So I'm speaking in generalities here, so as to stop short of providing specific guidance for Q4, but I want to emphasize the seasonality implied is very consistent with prior years. Neil Ashe: I would suggest you check your math on the 30% growth in the fourth quarter there. As a percentage of the year, I think it's 30% but it doesn't imply 30% growth. As it relates to the assets we own, either that we would consider divesting and/or that we are going to add to, our perspective on that is first of all we start with the strategic importance that that asset provides to us. Secondly, does it meet and/or exceed our financial expectations? And then third, what is the market value of any of those assets? So that is the evaluation process that we determine both to buy as well as we consider whether we should sell or divest some of our properties. We have been aggressive acquirers of properties over the last several years. I would expect that to continue into the future. We will be equally as diligent about recognizing properties and/or businesses that may not fit with us going into the future. So nothing specific on the horizon, but that's how we approach the thought process, and we are equally as likely to move around assets by either selling or buying.

Your next question comes from the line of Kit Spring - Stifel Nicolaus. Kit Spring - Stifel Nicolaus: Can you talk about how you are doing so far in the third quarter? I think the guidance is pretty wide, plus 2% to plus 10%. That seems really wide. Maybe how you are doing, and what might swing the guidance that much? Maybe just a little bit more on why you think it's tech weakness versus your declining page views? Just any evidence or do you have evidence that other people in the sector are seeing weakness or could it possibly be that these tech companies are diverting less money to you because of your declining page views? Thanks. Neil Ashe: The first one, how are we doing so far in the third quarter? As of July 26th, we feel pretty good about the third quarter. We are, as I said and I think it bears repeating, our perspective on guidance is we would like to provide to you as clear and transparent a view of where we think we are. I believe that oftentimes it can be an unnecessary distraction to try and overly pinpoint guidance, and it takes away from the time spent on managing the business. I would like to reiterate again and I will when given any opportunity, that our focus is on operating the business as aggressively as we can to build value both for now as well as in the future. So our guidance so far for the third quarter specifically is as transparent a view as we have right now. Secondly and I believe we have talked about this before, Kit, the effect of page views on revenue. We have been consistent on this for a while now, even when page views were going up, that this was for us and the industry that this was a less relevant statistic than it was being accorded in the vernacular. That's been borne out. I believe each of the third party measurement companies this quarter, COMScore, Nielsen, indicated that they were going to de-emphasize page views because they weren't as important. At the end of the day you have users who are engaged who are attracted to your properties because in our case we provide them a thoroughly engaging experience which satisfies their desire to participate in something that they are passionate about. When we bring that audience together we offer the highest quality advertisers in the world the opportunity to message, in an authentic way with those users. With users up 18% year-over-year time spent up 9%, the health of our properties continues and will continue in to the future.

Your next question comes from the line of Youssef Squali – Jefferies. Youssef Squali – Jefferies: Thank you very much. Neil, I was wondering if you could tell us what Yahoo talked about in terms of growing interest in non-premium inventory, kind of at the expense to the higher quality one has had any negative effects your business, particularly when it comes to this PC account business that you had talked about as being a little weak. Can you also speak a little bit about the pricing environments, what have you seen in the last six months, in particular CPMs? Neil Ashe: First, I would break quality of inventory into basically three different buckets, which is kind of lower-quality inventory, what Yahoo! calls premium inventory would be a middle tier, and then what I believe is our quality of inventory in a tier above that. I believe that there's been tremendous explosion of supply and inventory in that first category which is the lowest rung, and that is the communication vehicles as we have talked about in the past, like a Facebook or a MySpace, et cetera. Among the bulk inventory, optimized inventory, I believe there is tremendous competition. Our CPM performance across the network over the last quarter and indeed over the last six months has basically been flat. So across the entire network, our CPMs have held constant over the last six months. So we're not seeing the same CPM pressure that Yahoo! describes. I believe that's because our brands are truly in a different class of premium than the front doors of different categories at any portal. As I described earlier, that's how we go to market, and that's how we're paid today.

Your next question comes from the line of Brian Fitzgerald – Banc of America. Brian Fitzgerald– Banc of America: Your Google deal expires at the end of this year. Any update on the negotiations? Second, when do you think your participation in the Fox distribution platform might become impactful? Thanks. Neil Ashe: We have a great relationship with Google. They have been a good partner of ours for several years now. We also have good relationships with Yahoo! and MSN. Our Google deal does expire at the end of this year, and so obviously we'll work to extend that and/or find alternatives. As I said in the past, we're certainly not going to negotiate this in public but we are confident in the quality of our search traffic and expect that we'll have an interesting deal with Google and/or with somebody else going forward. The second question on the new site joint venture, it's scheduled to launch in the fall of this year, so I would expect us to be participating both as I said earlier as a content contributor, as well as a distributor at some point in the fourth quarter most likely.

We have reached our allotted time for questions. Are there any closing remarks? Neil Ashe: First I would like to thank you all for your continued support and attention that you pay to CNET Networks. As I said we are diligently working to increase value over time to make this business a lot larger and a lot more valuable, and we appreciate you taking the time to learn more about us. We look forward to talking to you next quarter. Thank you.