CNET Networks, Inc. (CNET) is a global media company producing a branded global Internet network, print publications and a technology product database for both businesses and individuals.

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

The condensed consolidated results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the current year or any other future period.

Revenues from one customer, Gateway Inc., approximated 16% and 11% of total revenues for the three months ended March 31, 2003 and 2002, respectively. Of the year-to- date revenues from this customer as of March 31, 2003, approximately 74% are generated from a custom publishing contract. Approximately 9% of CNET's accounts receivable balance at March 31, 2003 related to Gateway Inc.

Income tax expense has been recorded based on an estimated effective tax rate for the year ended December 31, 2003. The estimated effective tax rate has taken into account any change in the valuation allowance for deferred tax assets where the realization of various deferred tax assets is subject to uncertainty. Management believes that sufficient uncertainty exists regarding the future realization of deferred tax assets and, accordingly, a valuation allowance has been provided against the gross deferred tax assets to properly reflect only recoverable taxes.

CNET reviews its long-lived assets if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted (and without interest charges) future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Effective January 1, 2002 under Statement of Financial Accounting Standard (SFAS) 142, "Goodwill and Other Intangible Assets," goodwill and intangible assets with indefinite useful lives are to be tested for impairment at least annually. Intangible assets with definite useful lives will continue to be amortized over their respective estimated useful lives.

Goodwill and intangible assets of a reporting unit are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of its goodwill or intangible assets may not be recoverable. Impairment of reporting unit goodwill is evaluated based on a comparison of the reporting unit's carrying value to the implied fair value of the reporting unit. Conditions that indicate that impairment of goodwill should be evaluated include a sustained decrease in our market value or an adverse change in business climate. On an ongoing basis, we will review goodwill for impairment on at least an annual basis with a valuation date of August 31 having been established as the date on which this annual review will take place.

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

CNET applies APB Opinion No. 25 in accounting for its stock-based compensation plans and, accordingly, no compensation cost has been recognized for the plans in the financial statements because options are granted at the current market price. Had CNET determined compensation cost based on the fair value at the grant date for its stock options under SFAS 123, CNET's net loss and net loss per share would have been increased to the pro forma amounts indicated below:

(000s, except per share data)
                                   Three Months Ended
                                       March 31,
                                 --------------------
                                    2003      2002
                                  --------- ---------
Net loss
  As reported                    $ (15,829)$ (31,050)
  Fair value based method
   compensation expense             (5,941)  (16,593)
                                  --------- ---------
  Proforma                       $ (21,770)$ (47,643)
                                  ========= =========
Basic and diluted loss per share
  As reported                    $   (0.11)$   (0.22)
  Proforma                       $   (0.16)$   (0.34)

The effects of applying SFAS 123 in this pro forma disclosure is not indicative of the effects on reported results for future periods. SFAS No. 123 does not apply to awards prior to 1995. The weighted-average fair value of options granted in the three months ended March 31, 2003 and 2002 was $2.53 and $7.38, respectively. The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions used for grants in the three months ended March 31, 2003 and 2002: no dividend yield, expected volatility of 105% for both periods, risk-free interest rate of 2.99% and 3.86%, respectively, and an expected life of five years for both periods.

At the annual meeting of stockholders on June 12, 2002, CNET's stockholders approved the amendment of CNET's stock option plans to permit the exchange of options having a strike price in excess of $12.00 for a lesser number of new options to be granted at least six months and one day from cancellation of the surrendered options. The offer to participate in the exchange expired on July 26, 2002. All surrendered options were cancelled as of July 27, 2002. A total of 8,690,250 options were surrendered. On January 28, 2003, 3,251,155 options were regranted at an exercise price of $2.535. For those employees on leave of absence as of January 28, 2003, their potential regrants, which total 16,857 options if issued, will be effective on the date of their return to work at an exercise price to be set on the fifth of the month following their return.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement supercedes Emerging Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. Under SFAS 146, the FASB has concluded that an entity's commitment to a plan does not necessarily create a present obligation to others that meets the definition of a liability. The provisions of SFAS 146 are effective for exit and disposal activities initiated after December 31, 2002. CNET has adopted SFAS 146. This adoption has not had a material effect on our operation results or financial position.

In November 2002, the FASB issued FASB Interpretation (FIN) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," an Interpretation of SFAS 5, 57 and 107 and a rescission of FIN 34. The Interpretation expands the disclosure requirements for most guarantees. FIN 45 also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligations it assumes under that guarantee. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of FIN 45 has not had an impact on our consolidated financial statements.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS 123, "Accounting for Stock-Based Compensation." SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirement of SFAS 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation, regardless of which accounting method is used to account for stock-based compensation. The transition guidance and annual disclosure provisions of SFAS 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. CNET has adopted the disclosure requirements of SFAS 148.

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities," an interpretation of Accounting Research Bulletin 51, "Consolidated Financial Statements." FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. FIN 46 expands disclosure if an enterprise consolidates a variable interest entity, and the Interpretation requires disclosure for those companies that hold significant variable interests in a variable interest entity but are not required to consolidate that interest. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities obtained after that date. FIN 46 applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which a company holds a variable interest that it acquired before February 1, 2003. Disclosure required by FIN 46 must be included in all financial statements issued after January 31, 2003. The adoption of FIN 46 has not had a material impact on our consolidated financial statements.

Certain amounts in the financial statements and notes thereto have been reclassified to conform to the current year classification.

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

(000s)                                                   March 31, 2003
                                            -----------------------------------
                                          Gross Carrying Accumulated  Net Carrying
                                              Amount     Amortization  Amount
                                            -----------  -----------  ---------

Amortized intangible assets:
 Tradename/trademarks                      $    29,647  $   (18,722) $  10,925
 Registered Users                                2,100       (1,333)       767
 Subscriptions                                   4,086       (2,617)     1,469
 Developed technology                            2,016         (841)     1,175
                                            -----------  -----------  ---------
     Total                                 $    37,849  $   (23,513) $  14,336
                                            ===========  ===========  =========

                                                         December 31, 2002
                                            -----------------------------------
                                          Gross Carrying Accumulated  Net Carrying
                                              Amount     Amortization  Amount
                                            -----------  -----------  ---------

Amortized intangible assets:
 Tradename/trademarks                      $    29,616  $   (17,502) $  12,114
 Registered Users                                2,100       (1,254)       846
 Subscriptions                                   4,086       (2,463)     1,623
 Developed technology                            2,016         (713)     1,303
                                            -----------  -----------  ---------
     Total                                 $    37,818  $   (21,932) $  15,886
                                            ===========  ===========  =========

Intangibles that are subject to amortization are amortized on a straight-line basis over three years, except for certain trademarks that are amortized over ten years.

The carrying amount of goodwill has increased by $12,000 in the three months ended March 31, 2003 due to purchase price allocation adjustments from acquisitions in the latter half of 2002.

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

(000s, except share and per share data)      Three Months Ended
                                                    March 31,
                                        --------------------------
                                            2003          2002
                                        ------------- ------------

Net loss                               $     (15,829)$    (31,050)$
                                        ============= ============


 Weighted average common shares
  outstanding used in computing basic and
  diluted loss per share                 139,256,081  138,668,755
                                        ============= ============



Basic and diluted net loss per share   $       (0.11)$      (0.22)$
                                        ============= ============

Basic net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Basic and diluted net loss per share for the three months ended March 31, 2003 does not include the effect of 308,328 common shares related to options at an average exercise price of $2.37 or 3,320 shares of unvested restricted stock with an average exercise price of $1.18 per share or 3,040,242 common shares related to the 5% Convertible Subordinated Notes offering with an average conversion price of $37.41 per share because their effect is anti-dilutive. Basic and diluted net loss per share for the three months ended March 31, 2002 does not include the effect of 11,945 shares of unvested restricted stock with an average exercise price of $1.27 per share because their effect is anti-dilutive. In addition, diluted net loss per share for the three months ended March 31, 2002 does not include the effect of 3,153,529 common shares related to options with an average exercise price of $4.98 per share and 4,622,624 common shares related to the 5% Convertible Subordinated Notes offering with an average conversion price of $37.41 per share because their effect is anti-dilutive.

The changes in the components of other comprehensive income (loss) for the three months ended March 31, 2003 and 2002 are as follows:

(000s)                                  Three Months Ended
                                                 March 31,
                                       ----------------------
                                          2003        2002
                                       ----------  ----------

Unrealized holding gains (losses) from:
 Marketable debt and equity securities$     (234) $     (623)
Deferred tax asset (liability)
  related to unrealized holding
  gains (losses)                              19         249
                                       ----------  ----------
                                            (215)       (374)
Foreign currency translation
  gain (loss)                                 78      (1,954)
                                       ----------  ----------
                                      $     (137) $   (2,328)
                                       ==========  ==========

(000s)                                  Three Months Ended
                                                 March 31,
                                       ----------------------
                                          2003        2002
                                       ----------  ----------

Net loss                              $  (15,829) $  (31,050)
                                       ==========  ==========
Other comprehensive loss,
 net of tax:
 Unrealized holding gains arising
  during the period                   $       12  $       38
 Unrealized holding losses arising
  during the period                         (227)       (412)
Foreign currency translation
  gain (loss)                                 78      (1,954)
                                       ----------  ----------
Comprehensive loss                    $  (15,966) $  (33,378)
                                       ==========  ==========

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

(000s)                                                 March 31, 2003
                                  -------------------------------------------------------
                                           International Channel
                                  U.S. Media  Media     Services     Other       Total
                                  --------- ---------  ----------- ----------  ----------

Revenues                         $  45,792 $   6,767 $      4,029 $        - $    56,588
Operating expenses                  44,355     9,926        4,262     12,637      71,180
                                  --------- ---------  ----------- ----------  ----------
    Operating income (loss)      $   1,437 $  (3,159)$       (233)$  (12,637) $  (14,592)
                                  ========= =========  =========== ==========  ==========


                                                       March 31, 2002
                                  -------------------------------------------------------
                                           International Channel
                                  U.S. Media  Media     Services     Other       Total
                                  --------- ---------  ----------- ----------  ----------

Revenues                         $  47,103 $   5,080 $      3,469 $        - $    55,652
Operating expenses                  54,164     8,207        5,349     21,228      88,948
                                  --------- ---------  ----------- ----------  ----------
    Operating loss               $  (7,061)$  (3,127)$     (1,880)$  (21,228) $  (33,296)
                                  ========= =========  =========== ==========  ==========

Since operating income (loss) before depreciation and amortization is the measure of operating performance that management uses for making decisions and allocating resources, certain operating costs are not allocated across segments. These unallocated operating costs, included in "Other" in the tables above, represent all costs related to the integration and realignment of CNET's business and all depreciation and amortization expenses, as well as asset impairment and disposal charges. For the three months ended March 31, 2003, "Other" includes $5.4 million of realignment expenses and depreciation and amortization expenses of $7.2 million. The $5.4 million of realignment expenses consisted of $800,000 of lease abandonment expense, $890,000 of costs associated with the termination of CNET's on-air radio operations, and $3.7 million of severance (relating to 102 employees). This $5.4 million of expense was included in the statement of operations as $2.7 million in cost of revenue, $811,000 in sales and marketing and $1.9 million in general and administrative expenses. All of the $5.4 million that was expensed in the first quarter of 2003, except for $878,000, was paid out by March 31, 2003.

For the three months ended March 31, 2002, "Other" includes $2.9 million of integration and realignment expenses and depreciation and amortization expenses of $18.3 million. The $2.9 million of integration and realignment expenses consisted of $917,000 in lease abandonment charges, which were included in general and administrative expenses and $2.0 million of other integration and realignment related expenses. This $2.9 million of expense was included in the statement of operations as $124,000 in cost of revenue and $2.8 million in general and administrative expenses.

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

In 2001, CNET performed an evaluation of its domestic and international real estate requirements. This evaluation resulted in the consolidation or abandonment of several leased facilities. In connection with these abandoned leases, CNET established an accrual for lease abandonment. The balance in this accrual was $9.8 million at December 31, 2002. During the three- month period ended March 31, 2003, cash expenditure reductions to this accrual were $2.2 million, and an additional $800,000 was added to the accrual. At March 31, 2003, a balance of $8.4 million remained in this accrual.

In August 1999, Simon Property Group (SPG) filed a trademark infringement suit in federal district court in Indianapolis against mySimon, Inc. (mySimon), a subsidiary of CNET acquired on February 29, 2000. SPG alleged that the mySimon trademark infringed SPG's "Simon" trademark. On August 31, 2000, following a trial on the subject, the jury found in favor of SPG and awarded damages against mySimon in the amount of $11.5 million in compensatory damages, $5.3 million for corrective advertising, and $10.0 million in punitive damages. On September 25, 2000, the court entered an order establishing an escrow for royalties pending final resolution of the litigation where mySimon pays into escrow 2% of its gross cash receipts each month.

On January 24, 2001, the judge eliminated the $11.5 million compensatory damages award, reduced the $10.0 million punitive damages award to the statutory minimum of $50,000, and offered SPG the opportunity to accept ten dollars (a remittitur) for damages attributable to corrective advertising in exchange for immediate entry of judgment for the entire case in lieu of a re-trial on the subject of corrective advertising. On February 14, 2001, SPG filed its election to seek a re-trial on the issue of corrective advertising in lieu of the ten-dollar remittitur. The judge's January 24, 2001 order also provided that if the jury's verdict of trademark infringement is upheld on appeal, mySimon will be required to change its name and domain name. The judge's January 24, 2001 order states that when final judgment is entered he will stay the name change pending the completion of the appeal process. If the jury's verdict of infringement is upheld on appeal, mySimon will have 60 days to change its name after the appellate court rules and will be entitled to redirect traffic from www.mysimon.com to its new website for one year following the name change. mySimon plans to appeal the finding of trademark infringement once judgment is entered in the lower court.

On December 7, 2001, mySimon filed a motion for a dismissal of the case or, alternatively a new trial based on newly discovered evidence it believes SPG should have produced prior to the August 2000 trial. On March 26, 2003, the court granted mySimon's motion for a new trial on the issue of whether SPG's mark had secondary meaning and on the likelihood of consumer confusion and gave SPG until May 15, 2003 to file an amended complaint. The court also granted mySimon's motion that sanctions be imposed against SPG and reserved a decision about what the appropriate sanctions should be until later proceedings. No date for a new trial has been set. It is not possible to predict the amount of damages, if any, that could be awarded in a re-trial; however, such amounts could be material to our results of operations and financial condition.

During 2002, CNET offered to make a cash payment to the owner of one of its leased properties in San Francisco in exchange for the termination of its lease. The landlord rejected the offer, and CNET subsequently ceased rent payments on the property. In December 2002, the landlord sued CNET in San Francisco Superior Court for the collection of past due rent amounts together with damages related to the early termination of the lease due to CNET's failure to pay rent when due. The parties settled the litigation in the first quarter of 2003. The settlement amount is included in CNET's abandoned lease reserve.

CNET Networks, Inc., a leading global media company informing and connecting buyers, users and sellers of technology, produces a branded global Internet network, print publications and a technology product database for both businesses and individuals. Using unbiased content as our platform, we have built marketplaces for technology and consumer products, and, through our CNET Channel division, we are the primary provider of information powering computer and electronics sales and distribution channels.

We earn revenues from:

• sales of interactive messaging on our Internet network and in our print publications
• fees earned when our Internet network users click on an advertisement or text link to visit the websites of our merchant partners, which we refer to as "leads"
• revenues from licensing our CNET Channel product database
• subscriptions to our ChannelOnline product procurement service, as well as other paid services

Cost of revenues includes costs associated with the production and delivery of our Internet channels, print publications and creation of our product database and related technology. The principal elements of cost of revenues for our operations are payroll and related expenses for the editorial, production and technology staff, and costs for facilities and equipment.

Sales and marketing expenses consist primarily of payroll and related expenses, consulting fees and advertising expenses. General and administrative expenses consist of payroll and related expenses for executive, finance and administrative personnel, professional fees and other general corporate expenses.

During 2002, we took actions to simplify our organizational structure by realigning our business around key business categories. We initiated reductions in our global workforce and have incurred additional expenses as we continued to lower our cost structure through the discontinuance of several non-profitable or non-growth areas of our Internet and broadcasting operations and the abandonment of certain leases. We have referred to the costs incurred to integrate and realign our business as "integration and realignment costs". These integration and realignment costs amounted to $5.4 million and $2.9 million in the quarters ended March 31, 2003 and 2002, respectively, and are included in cost of revenues, sales and marketing, and general and administrative expense, as more fully described below.

Additionally, we have invested in several meaningful technology initiatives including sales force automation, a unified ad delivery platform and a unified publishing platform. This investment is expected to simplify our operations and build a scalable infrastructure. We believe our integration and realignment efforts and the creation of a standardized, global technology platform have resulted in costs savings and scalable systems that will enable us to grow more efficiently.

Total revenues were $56.6 million and $55.7 million for the three months ended March 31, 2003 and 2002, respectively. Total revenues were relatively flat with an increase in publishing revenues partially offset by a decrease in Internet revenues.

For the three months ended March 31, 2003, approximately $2.9 million of our revenues were derived from barter transactions and $2.7 million were derived from barter transactions for the three months ended March 31, 2002, whereby we delivered advertisements on our Internet channels in exchange for advertisements on the Internet sites of other companies. These revenues and marketing expenses were recognized at the fair value of the advertisements received and delivered, and the corresponding revenues and marketing expenses were recognized when the advertisements were delivered.

Internet revenues were $42.1 million and $43.4 million and represented 74% and 78% of total revenues for the three months ended March 31, 2003 and 2002, respectively. The decrease in revenues of $1.3 million for the three months ended March 31, 2003 compared to the same period in 2002 was primarily due to a decrease in first quarter marketing spending by a few of our customers.

Average daily pages delivered for the three months ended March 31, 2003 and 2002 were approximately 31.7 million and 39.0 million, respectively. During the three months ended March 31, 2003 and 2002, we averaged approximately 442,000 and 280,000 leads per day from our shopping services, respectively. Average leads per day in 2003 include leads from Search.com, which were not included in 2002 reported leads. Average leads per day in 2003 also includes leads from our IT white papers, which was a service added in the second quarter of 2002.

Publishing revenues were $14.5 million and $12.3 million and represented 26% and 22% of total revenues for the three months ended March 31, 2003 and 2002, respectively. The increase in revenues over prior year is primarily due to an increase in custom publishing contracts and the inclusion of publishing revenues from our Korean operation which was acquired in the fourth quarter of 2002.

Total cost of revenues was $36.2 million and $37.1 million for the three months ended March 31, 2003 and 2002, representing approximately 64% and 67% of total revenues, respectively. The decrease in cost of revenues is primarily related to the workforce reductions. Approximately $2.7 million and $124,000 of realignment and integration costs were included in cost of revenues for the three months ended March 31, 2003 and 2002, respectively.

Sales and marketing expenses were $17.7 million and $20.8 million for the three months ended March 31, 2003 and 2002, respectively, representing 31% and 37% of total revenues for each of the periods. The decrease was primarily due to the workforce reductions. Approximately $811,000 of realignment costs were included in sales and marketing for the three months ended March 31, 2003.

General and administrative expenses were $10.0 million and $12.8 million for the three months ended March 31, 2003 and 2002, respectively, representing 18% and 23% of total revenues for each of the periods, respectively. The decrease of $2.8 million over prior year was due to higher integration and realignment costs in the first quarter of 2002, as well as the impact of our workforce reductions taken in 2002 that resulted in lower general and administrative expenses in the first quarter of 2003. Approximately $1.9 million and $2.8 million of realignment and integration costs were included in general and administrative for the three months ended March 31, 2003 and 2002, respectively.

Depreciation expense was $5.6 million and $6.2 million for the three months ended March 31, 2003 and 2002, respectively. The decrease in depreciation expense in the three months ended March 31, 2003 is primarily due to the impairment of certain fixed assets recorded in the latter half of 2002.

Intangible assets amortization expense was $1.6 million and $12.1 million for the three months ended March 31, 2003 and 2002, respectively. The decrease in amortization expense in the three months ended March 31, 2003 is due to the impairment of intangible assets recorded in the third quarter of 2002, as well as the change in estimated lives of certain intangible assets from three years to ten years during the third quarter of 2002.

We had a gain on sales of investments of $2.3 million for the three months ended March 31, 2002. There were no such gains in the three months ended March 31, 2003.

We had a loss on impairment of public investments of $7.6 million for the three months ended March 31, 2002. There were no losses recorded in the three months ended March 31, 2003.

We recorded an income tax benefit of $9.0 million for the three months ended March 31, 2002. In March 2002, Congress enacted the Job Creation and Worker Assistant Act. Through the enactment of this act, losses generated in 2001 and 2002 are permitted a five-year carryback. The losses generated by us in these periods will be carried back to offset taxes paid in 1999 and 2000. No such tax benefit was realized in 2003. Management believes that sufficient uncertainty exists regarding the future realization of deferred tax assets and, accordingly, a valuation allowance has been provided against the gross deferred tax assets to properly reflect only recoverable taxes.

We recorded a net loss of $15.8 million or $0.11 per diluted share for the three months ended March 31, 2003 compared to a net loss of $31.1 million or $0.22 per diluted share for the three months ended March 31, 2002. The decrease in the current quarter net loss as compared to the same period of the prior year was due primarily to a modest increase in revenues and a decrease in operating costs of $17.8 million due to workforce reductions and lower depreciation and amortization expenses of $11.1 million as a result of a decrease in the carrying value of intangible assets and certain fixed assets. The decrease in the current year also resulted from no net loss on investments in the current year quarter as compared to a net loss on the sale or impairment of investments of $5.3 million. These increased costs in the first quarter of 2002 were offset by a tax benefit of $9.0 million.

In November 2002, the FASB issued a Consensus, which clarified certain issues within EITF 00-21, "Revenue Arrangements with Multiple Deliverables." The Consensus addresses how to allocate the revenue in an arrangement involving multiple deliverables into separate units of accounting consistent with the identified separate earnings processes of each deliverable for revenue recognition purposes. The Issue also addresses how each element in a bundled sales arrangement should be measured and allocated to the separate units of accounting in the arrangement. The Consensus is effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. We do not expect implementation of this Consensus to have a material effect on our financial statements.

In January 2003, the FASB issued FASB Interpretation (FIN) 46, "Consolidation of Variable Interest Entities", an interpretation of Accounting Research Bulletin 51, "Consolidated Financial Statements". FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. FIN 46 expands disclosure if an enterprise consolidates a variable interest entity, and the Interpretation requires disclosure for those companies that hold significant variable interests in a variable interest entity but are not required to consolidate that interest. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities obtained after that date. FIN 46 applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which a company holds a variable interest that it acquired before February 1, 2003. Disclosure required by FIN 46 must be included in all financial statements issued after January 31, 2003. We have complied with the disclosure requirements of this Interpretation.

As of March 31, 2003, we had cash and cash equivalents of $56.1 million compared to $47.2 million on December 31, 2002. In addition, on March 31, 2003 we had investments in short and long-term marketable debt securities of $68.2 million, as well as restricted cash of $18.4 million compared to $79.8 million in marketable debt securities and restricted cash of $18.1 million at December 31. 2002.

Net cash used in operating activities of $746,000 for the three months ended March 31, 2003 included a net loss of $15.8 million and depreciation and amortization totaling $7.2 million. Net cash used by operating activities of $26.1 million for the three months ended March 31, 2002 included a net loss of $31.1 million, noncash losses on impairment of investments of $7.6 million and depreciation and amortization of $18.4 million. Net cash provided by investing activities of $9.5 million for the three months ended March 31, 2003 was primarily attributable to the sale of marketable debt securities offset by purchases of marketable debt securities and capital expenditures. Net cash used by investing activities of $13.2 million for the three months ended March 31, 2002 was primarily attributable to proceeds from the sale of marketable debt securities offset by purchases of marketable debt securities and capital expenditures.

Cash provided by financing activities of $67,000 for the three months ended March 31, 2003 was due to the issuance of common stock through the employee stock purchase plan offset by payments on borrowings. Cash provided by financing activities of $3.5 million for the three months ended March 31, 2002 was primarily attributable to proceeds from the issuance of common stock through the exercise of options and the employee stock purchase plan.

Capital expenditures are expected to be no greater than $12.0 million for 2003. We believe that existing funds will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the next 12 months. Management intends to consider using cash to optimize our capital structure, which could include the repurchase, from time to time, of a portion of our outstanding debt securities or equity securities. Any such repurchases or exchanges may be made in the open market, or in privately negotiated transactions or otherwise. Any purchases of common stock in the open market will be conducted in accordance with Rule 10b-18. Depending upon a variety of circumstances, the amount involved may be material. We do not anticipate the need for additional funding in the foreseeable future. Although we have not presently identified alternate or additional sources of long-term capital, if our cash needs were to change, we may consider raising additional capital through debt or equity offerings in the public or private markets. As of March 31, 2003 we had obligations outstanding under notes payable totaling $118.0 million. Notes payable included $113.7 million of 5% Convertible Subordinated Notes, due March 2006. Such obligations were incurred to obtain proceeds for general corporate purposes and to finance acquisitions.

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

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

We recognize revenues once the following criteria are met:

• Persuasive evidence of an arrangement exists
• Delivery of our obligation to our customer has occurred
• The price to be charged to the buyer is fixed or determinable
• Collectibility of the fees to be charged is reasonably assured

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

We recognize revenues from the sale of our interactive messaging and banner advertisements on our online network in the period in which the advertisements are delivered. The arrangements are evidenced either by insertion order or contract that stipulate the types of advertising to be delivered and pricing. Our customers are billed based on a discounted list price with no amounts subject to refund. When recognizing revenues, the discounts granted are applied to each type of advertisement purchased based on the relative fair value of each element.

We refer to the fees charged to merchants based on the number of users who click on an advertisement or text link to visit websites of our merchant partners as "leads." For leads, the arrangement is evidenced by a contract that stipulates the lead fee. The fee becomes fixed and determinable upon delivery of the lead. These revenues are recognized in the period in which the leads are delivered to the merchant, and are therefore not subject to refund.

In certain arrangements, we sell mutliple deliverables to customers as part of a bundled arrangement. For these arrangements, we allocate revenue to each deliverable based on the relative fair value of each deliverable. Revenue is recognized in these arrangements as we deliver on our obligation.

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

Revenues for subscriptions to our Internet sites, print publications, product database and procurement services are recognized on a straight-line basis over the term of the subscription. Upon execution of a contract, billing and commencement of the services, we record deferred revenue for the fee charged. This deferred revenue is recognized on a straight-line basis over the period of the arrangement. The amounts under contract are not refundable after the customer has used the service.

We trade advertising on our Internet sites in exchange for advertisements on the Internet sites of other companies, referred to as "barter revenue." These revenues are recognized in the period in which the advertisements are delivered based on the fair market value of the services delivered. We determine the fair market value of the service delivered based upon amounts charged for similar services in non-barter deals within the previous six-month period.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We base our allowances on periodic assessment of our customer's liquidity and financial condition through credit rating agencies reports, financial statement reviews and historical collection trends. If the financial condition of our customers were to deteriorate and thereby result in an inability to make payments, additional allowances would be required.

Effective January 1, 2002 under SFAS 142, "Goodwill and Other Intangible Assets." goodwill and intangible assets with indefinite useful lives are to be tested for impairment at least annually. Intangible assets with definite useful lives will continue to be amortized over their respective estimated useful lives. Although the provisions of SFAS 142 were not effective in their entirety until January 1, 2002, the goodwill acquired in business combinations which occurred after June 30, 2001 fell under the condition of SFAS 142 requiring no amortization of goodwill arising from transactions completed after June 30, 2001. Therefore, goodwill arising from any such transactions has not been amortized.

Goodwill and intangible assets of a reporting unit are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of its goodwill or intangible assets may not be recoverable. Impairment of reporting unit goodwill is evaluated based on a comparison of the reporting unit's carrying value to the implied fair value of the reporting unit. Conditions that indicate that impairment of goodwill should be evaluated include a sustained decrease in our market value or an adverse change in business climate. On an ongoing basis, we will review goodwill for impairment on at least an annual basis with a valuation date of August 31 having been established as the date on which this annual review will take place.

In 2001, we completed an evaluation of our real estate requirements taking into account the workforce reductions that had occurred, the completion of our new facility in San Francisco, and redundant facilities elsewhere within the U.S and internationally. This evaluation resulted in the consolidation or abandonment of several leased facilities. Due to the decline in the commercial real estate markets in these locations, it was expected that the abandoned leased facilities would be vacant for several quarters, and once they were subleased, it would be at rates below current contractual requirements. We recorded a charge related to the abandonment, based on the difference between the expected cash outflows and the expected cash inflows related to these vacated properties. We periodically review such factors as further declines in the commercial real estate markets, our ability to terminate leases, or requirement to abandon additional properties, and based on these reviews, we will adjust our leasehold abandonment reserve, as necessary. The amounts we will ultimately realize could be materially different from the amounts assumed in arriving at our estimate of the costs of the lease abandonment.

We evaluate whether a liability must be recorded for contingencies based on whether a liability is probable and estimable. Our most significant contingencies are related to our ongoing mySimon litigation and our lease guarantee for office space in New York City (as described in Item 3 - " Legal Proceedings" and Note 11 of Item 8 - "Financial Statements" in our Annual Report on Form 10-K, respectively). If the financial condition of any of the sublessees or the primary lessee were to deteriorate and thereby result in an inability to make their lease payments, we would be required to make additional lease payments under the guarantee. In regards to the ongoing mySimon litigation, it is not possible to predict the amount of damages attributable to corrective advertising that could be awarded in a re-trial; however such amounts, if settled adversely to us, could be material to our results of operations and financial condition.

We believe that advertising sales on the Internet, as well as in traditional media, fluctuate significantly with economic cycles and during the calendar year, with spending being weighted towards the end of the year. Advertising expenditures account for a majority of our revenues. Fluctuations in advertising expenditures generally, or with respect to Internet- based advertising specifically, could therefore have a material adverse effect on our business, financial condition or operating results. We may also experience fluctuations during the calendar year in connection with our lead-based shopping services, which are weighted towards the end of the year and which may reflect trends in the retail industry.

Certain statements in this Quarterly Report on Form 10-Q contain "forward- looking statements." Forward-looking statements are any statements other than statements of historical fact. Examples of forward-looking statements include projections of earnings, revenues or other financial items, statements of the plans and objectives of management for future operations, and statements concerning proposed new products and services, and any statements of assumptions underlying any of the foregoing. In some cases, you can identify forward-looking statements by the use of words such as "may," "will," "expects," "should," "believes," "plans," "anticipates," "estimates," "predicts," "potential," or "continue," and any other words of similar meaning.

Statements regarding our future financial performance or results of operations, including expected revenue growth, operating income growth, growth in leads, future expenses, future operating margins and other future or expected performance are subject to the following risks: a slowdown in advertising spending on the Internet in general, especially in the technology sector, or on CNET's properties in particular, which could be prompted by increased weakness in corporate or consumer spending or other factors; the failure of existing advertisers to meet or renew their advertising commitments; the loss of advertising revenue to CNET's competitors; the need for further cost reductions, which could increase severance costs and negatively impact operating income or cause such results to differ from company guidance; the risk that projected cost-reduction initiatives will not be achieved due to implementation difficulties or contractual spending commitments that cannot be reduced; the risk that cost reduction efforts will result in a loss of revenues due to a decrease in resources dedicated to generating revenues; the weakening of the United States dollar, which could increase operating losses; the acquisition of businesses or the launch of new lines of business, which could decrease our cash position, increase operating expense and dilute operating margins; the risk of future impairment of our assets or the need to increase our reserve attributable to abandoned real estate; disruption of our service due to the failure of key infrastructure providers; the failure of CNET's users to adopt new paid service offerings; the costs associated with our initiatives to standardize our technology platforms or our failure to successfully complete those initiatives; the impact of political and economic conditions due to armed conflict or the threat of future terrorism in the United States and abroad; travel restrictions, quarantines and general economic disruptions due to major health concerns, such as the spread of Severe Acute Respiratory Syndrome (SARS); and the general risks associated with our businesses.

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

For a more detailed discussion of risks about our business, see CNET Networks, Inc. Annual Report on Form 10-K for the year ended December 31, 2002 and subsequent Forms 8-K, as well as our definitive proxy statement dated April 14, 2003 and other Securities and Exchange Commission filings, including under the captions "Risk Factors" and "Management's Discussion and Analysis of Results of Operations."

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

We are exposed to the impact of interest rate changes and changes in the market values of our investments.

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

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

Certain forecasted transactions and assets are exposed to foreign currency risk. Because we have operations overseas, the revenues and expenses associated with those operations are exposed to foreign currency risk. Any weakening of the U.S. dollar against the currencies in which those operations are conducted results in a decrease in our recorded revenues and an increase in our expenses. We monitor our foreign currency exposures regularly to assess our risk and to determine if we should hedge our currency positions.

1. Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and procedures", as defined in Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as of a date (the Evaluation Date) within 90 days before the filing date of this quarterly report, have concluded that as of the Evaluation Date our disclosure controls and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.
2. Changes in internal controls. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the Evaluation Date.

In August 1999, Simon Property Group (SPG) filed a trademark infringement suit in federal district court in Indianapolis against mySimon, Inc. (mySimon), a subsidiary of CNET acquired on February 29, 2000. SPG alleged that the mySimon trademark infringed SPG's "Simon" trademark. On August 31, 2000, following a trial on the subject, the jury found in favor of SPG and awarded damages against mySimon in the amount of $11.5 million in compensatory damages, $5.3 million for corrective advertising, and $10.0 million in punitive damages. On September 25, 2000, the court entered an order establishing an escrow for royalties pending final resolution of the litigation where mySimon pays into escrow 2% of its gross cash receipts each month.

On January 24, 2001, the judge eliminated the $11.5 million compensatory damages award, reduced the $10.0 million punitive damages award to the statutory minimum of $50,000, and offered SPG the opportunity to accept ten dollars (a remittitur) for damages attributable to corrective advertising in exchange for immediate entry of judgment for the entire case in lieu of a re-trial on the subject of corrective advertising. On February 14, 2001, SPG filed its election to seek a re-trial on the issue of corrective advertising in lieu of the ten-dollar remittitur. The judge's January 24, 2001 order also provided that if the jury's verdict of trademark infringement is upheld on appeal, mySimon will be required to change its name and domain name. The judge's January 24, 2001 order states that when final judgment is entered he will stay the name change pending the completion of the appeal process. If the jury's verdict of infringement is upheld on appeal, mySimon will have 60 days to change its name after the appellate court rules and will be entitled to redirect traffic from www.mysimon.com to its new website for one year following the name change. mySimon plans to appeal the finding of trademark infringement once judgment is entered in the lower court.

On December 7, 2001, mySimon filed a motion for a dismissal of the case or, alternatively a new trial based on newly discovered evidence it believes SPG should have produced prior to the August 2000 trial. On March 26, 2003, the court granted mySimon's motion for a new trial on the issue of whether SPG's mark had secondary meaning and on the likelihood of consumer confusion and gave SPG until May 15, 2003 to file an amended complaint. The court also granted mySimon's motion that sanctions be imposed against SPG and reserved a decision about what the appropriate sanctions should be until later proceedings. No date for a new trial has been set.

During 2002, CNET offered to make a cash payment to the owner of one of its leased properties in San Francisco in exchange for the termination of its lease. The landlord rejected the offer, and CNET subsequently ceased rent payments on the property. In December 2002, the landlord sued CNET in San Francisco Superior Court for the collection of past due rent amounts together with damages related to the early termination of the lease due to CNET's failure to pay rent when due. The parties settled the litigation in the first quarter of 2003. The settlement amount is included in CNET's abandoned lease reserve.

ITEM 2. Changes in Securities and Use of Proceeds. None.

ITEM 3. Defaults Upon Senior Securities. None.

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

ITEM 5. Other Information. None.

ITEM 6. Exhibits and Reports on Form 8-K.

1. Exhibits

99.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

99.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

99.3 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.4 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2. Reports on Form 8-K.

1. Current Report on Form 8-K dated January 31, 2003, Item 5 - "Other Items", which reported CNET's financial results for the three and twelve months ended December 31, 2002.
2. Current Report on Form 8-K dated March 20, 2003, Item 7 - "Financial Statements and Exhibits" and Item 9 - "Regulation FD Disclosure", which included the Certifications for the Annual Report on Form 10-K for the year ended December 31, 2002 of CNET's Chief Executive Officer and CNET's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.