Thank you and good afternoon. Before we begin our formal comments, I would like to remind you that in the financial news announcement released today and also on this call, CNET Networks is providing specific forward-looking statements including guidance related to our expectations of future financial performance. Any forward-looking statements made as part of our news today are subject to risks and uncertainties that could cause actual or predicted results to differ materially. These risks are outlined in our fourth quarter news announcement as well as in the company’s Securities and Exchange Commission filings, including its amended 10-K for the year 2005 filed today, 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, January 29, 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 used in our news release and on this call to GAAP financials on the last page of today’s news announcement, as well as, in the slide presentation that accompanies this call, located at our Investor Relations website, ir.cnetnetworks.com. Hosting today’s call are Neil Ashe, CNET Networks Chief Executive Officer and George Mazzotta, our Chief Financial Officer. Now let me turn the call over to Neil. Neil Ashe: Thanks, Cameron and thank you all for joining us. It is our pleasure to be able to discuss our fourth quarter results, our progress and our outlook for the future. CNET Networks is a different kind of media company and we continue to demonstrate our ability to build and grow media brands for people and the things that they are passionate about. With multiple brands serving multiple people in multiple areas of passion, CNET Networks…

(Operator Instructions) Your first question comes from Imran Khan - JP Morgan. Imran Khan - JP Morgan: Hi Neil and George, how are you? Two questions: George, if you can help us to understand the pro forma and organic growth rates adjusted for divestiture and acquisitions for 2007 and 1Q '07? Neil Ashe: And your second question? Imran Khan - JP Morgan: The second question is surrounding the CPM trend you are seeing. There are a lot of concerns in the marketplace in terms of increasing inventory, how that's impacting the CPM price for banner advertisement and video. If you could comment on that, we would appreciate that. Neil Ashe: I'll start with the second question first, which is obviously our performance in the fourth quarter demonstrated that we could continue to grow revenue; and in fact, our revenue growth rate exceeded our page view growth rate so we continue to maintain our price and to grow our inventory in the marketplace. George Mazzotta: To answer your first question we will not provide you with guidance or pro forma estimates about what our growth rates would be ex these divestitures, other than to say what these businesses represent for us in 2006 which we just disclosed, $7.8 million in total revenue for the full year 2006.

Your next question comes from Youssef Squali - Jefferies and Co. Youssef Squali - Jefferies: Two questions. In formulating your guidance for '07 how much of that is predicated on a strong uptick from Vista and the gaming platforms being rolled out? Second in terms of page views, we saw your page views consumption down year on year and also sequentially. I was wondering if you could comment on that? What's baked into your guidance? Are you assuming any pickup in usage and pricing? Thanks. Neil Ashe: So first as relates to our growth in 2007, our expectations for Vista and the game platforms, we have been very consistent in our expectations that we can continue to grow our users and our usage and continue to grow our revenues. While these are important components of our growth rates we have not, as we have said consistently, expected large increases related to Vista. Specifically to the video game cycle, that's a longer term cycle for us as most of our revenue comes from video game publishers who spend more dollars per game with larger installed bases. As to the second question, I'm not sure what you meant by page view consumption, but our rate of page view growth was about 8% in the fourth quarter. We continue to grow. As with all networks, not all page views are created equal. We had strong growth in our entertainment properties, specifically TV.com and GameSpot and in some of our important technology properties, CNET.com CNET Reviews, and CNET TV, so we're confident that our guidance represents our best knowledge right now of both our ability to drive users and usage in 2007, as well as our expectation for performance among large categories that are meaningful for us. Youssef Squali - Jefferies: Just to clarify. I was really talking about page views per user. Neil Ashe: As I said, our guidance includes our best estimate right now of our ability to drive users and usage. Youssef Squali - Jefferies: Thank you.

Thank you. Your next question comes from Mark Mahaney with Citigroup. Mark Mahaney - Citigroup: Great, thank you. Two questions: first, your level of confidence that you won't see additional expenses related to the stock inquiry investigation; or to some extent, there must be some buffer or additional expenses you will need to budget for in G&A for ongoing costs -- any comments on that? To what extent do we know that that cost item is finally eliminated? Secondly, just if I could ask again on the page view outlook. I know you don't give specific guidance, should we be thinking about CNET as a high single-digit page view grower? Is that a growth rate that you are comfortable with, given monetization improvements, or are there factors that you think can cause you to accelerate that page view growth from here? Thank you. George Mazzotta: I'll take the first question. We do expect some ongoing expenses related to the investigation; not nearly to the extent that we saw in Q4 or certainly since May of 2006. I think it's conservative to estimate that there will be some ongoing expenses related to the investigation as we tie up loose ends. Neil Ashe: We'll obviously be careful too to call those out on the income statement so that you can see them. As it relates to page view outlook, our page view outlook varies based on our different brands and different properties. Those which are older and larger we expect less growth. So I think for the CNET-branded properties that's a fair estimation, single-digit growth rate. I'd expect to see greater growth rate among some of our other properties. If you look at our entire network, however, CNET Networks, we will continue to have challenging comparable numbers because of the large number of page views or Webshots and its change in size. So to summarize, I think single-digits probably for the CNET-branded properties, probably higher for some of our other properties, then CNET Networks lower due to challenging comparables at Webshots.

Your next question comes from Anthony Noto - Goldman Sachs. Anthony Noto - Goldman Sachs: Thank you. Neil, I was wondering if you could talk about the potential implications of the industry shift of advertisers being willing to allocate a portion of their incremental spending to lower CPM inventory via ad networks, marketplaces that we have heard from both Yahoo! as well as several digital agencies? Then I have a follow-up once you guys have answered that. Thanks. Neil Ashe: Sure. We have seen this and talked about this trend a lot which is the bifurcation of inventory online. First, I would say that it's not our view that portal inventory is premium inventory. It's rather that portal inventory is more reach inventory and that's, I think proven out in our rates and our monetization per thousand pages. Advertisers have consistently, and I think leading advertisers who we've been working with for the last couple years, have consistently maintained that it is their desire to buy important places in high premium quality inventory like our sites, and then to buy reach as cheaply as they possibly can. So this doesn't surprise us at all that you would see more spending on reach. I don't think that's necessarily comparable nor challenging to our branded environments, however, on the longer term.

Your next question comes from Gordon Hodge - Thomas Weisel Partners. Gordon Hodge - Thomas Weisel: Good afternoon and thanks for all the disclosures. We were expecting more blood and gore, I guess, but it was pretty clear. Anyway, a question on the fourth quarter trends. You did beat your guidance on the top line. Did you see a pickup in entertainment? Were you able to monetize the pickup in page view growth in entertainment towards the end of the quarter, and was that the source of upside? Then a second question, George in terms of the businesses that you have divested, the $7.8 million of revenues, would there have been much EBITDA profit associated with that revenue or should we assume those were either losing money or breakeven level businesses? Thanks. Neil Ashe: First, on the fourth quarter trends, as we said we started to really bear fruit from general consumer advertisers in the fourth quarter, both at the entertainment properties as well as CNET. Now we fully recognize that the fourth quarter is a seasonally strong quarter for consumer advertisers, so for example, it would be challenging for us to repeat that in the first quarter. But it does affirm what we have been saying for awhile which is that our environments, both the entertainment properties as well as CNET and our developing lifestyle properties, are attractive to general consumer advertisers and they are willing to make meaningful investments in them. George Mazzotta: In terms of the EBITDA contribution of closed businesses for the full year 2006, it was nearly breakeven, within $300,000 of breakeven.

Your next question comes from Mark May - Needham & Co. Mark May - Needham & Co.: Thanks for taking my questions. You mentioned Google as percent of revenue in '06. Did you have any revenue from that relationship in '05 and if so, what was it? Second question, I think in your filings you are now segmenting your business in the U.S. into two segments: U.S. and international media. However, you only gave metrics on the call for combined worldwide. Wondering if you could provide us with the metrics broken down into the way you segment your business in the filings? So page views and users by U.S. and international. Thanks. Neil Ashe: First question, Google has been our search provider since, I believe September of 2004. So they have been a meaningful revenue contributor to us since then. I believe that in '05 it was about the same percentage of total revenue, around 10%. In terms of breaking out users and usage, U.S. versus international, we don't do that. We look at our properties both globally and then in the individual markets. So it's not really a meaningful statistic for the way that we run the business, so we don't break that out.

Your next question comes from Jordan Rohan - RBC Capital Markets. Jordan Rohan - RBC Capital Markets: Thanks. The question has to do with a little more clarity on CapEx. For two years in a row you've had around $35 million or $40 million in CapEx which is on the '07 forecast about 8% or 9% of sales. Fairly high, some may say; others may say it's a little bit low given the growth that you’re expecting. Can you talk to us about whether it's hardware or software or what you're spending that on? Are there any office spaces or leases that have been capitalized? And any other main components of that, just on a directional nature? Thank you. George Mazzotta: I can provide some specifics on that and Neil may also want to comment. We believe that our level of capital expenditures both last year 2006 and what we expect in 2007 is very appropriate and consistent with our long range strategic plan. Both years 2006 and what we expect in 2007 considers some facilities investments; but by and large, this is investment in the infrastructure of our properties, so it's hardware.

Your next question comes from Safa Rashtchy - Piper Jaffray. Neil Ashe: I think we scared him off the call. Safa?

Your next question comes from Kit Spring – Stifel Nicolaus. Kit Spring - Stifel Nicolaus: A much better revenue quarter. Can you talk a little bit about the opportunity in video? What kind of CPMs you see in video versus regular and maybe what percentage of your page views is coming from video, where can that go? Secondly, I don't know if you have an opinion on this, but some of the sell ratings we have seen have been predicated on declining traffic in the ComScore data. I'm wondering if you guys have much less poor data. I wonder, what are the differences between your internal data and ComScore’s? Is theirs wrong? What do you think the reason for such a wide disparity is on that? Neil Ashe: I'll take them in order. First, of course, we see an opportunity in video, and we currently see premium rates for video. We do about 2 million video streams per day versus about 85 million page views per day. As for the difference between our internal data and ComScore, it's a necessary reality that we will always know more data about our users and usage because we track every single one of them and every single page view. So while we have a lot of respect for the work of the external agencies, ComScore and Net Ratings in particular, they just don't have the same level of access to our users that we do. We invest a lot in them, though, because we're confident that they will continue to improve over time, so they're the best that all of us have right now but we will necessarily always have more information than they do because we do have internal server logs.

You do have a question from Safa Rashtchy - Piper Jaffray.

Sorry I missed you guys last time, I couldn't get on just in time. A couple of questions. One, if I could actually pick up on the last question about the discrepancy between what you report and what ComScore and Net Ratings report. Are your numbers global? If so, can you give us some rough estimates of what we should expect in there? Then I have a couple of follow-ups. Neil Ashe: Sure, Safa. All the numbers that we were quoting were global numbers, yes.

Your next question comes from Scott Kessler - Standard & Poor's. Scott Kessler - Standard & Poor's : Thanks a lot. Over the last six to 12 months I think it's pretty evident that a lot of talented people have left the company's management ranks and I'm wondering what's being done to address this? My second question is if you could talk a little bit about the impact of the announcement of the iPhone and how it influenced web traffic to your sites. Thanks. Neil Ashe: Well first, obviously with the resignations of the CEO, the General Counsel, and our Senior Vice President of Human Resources we have had talent leave our company. What has not changed is that we have over 2,000 people around the world who show up every day inspired to deliver a user experience to the most passionate users on the web, and that hasn't changed. CNET Networks has always been known as a company that can both recruit and develop talent and we don't often have opportunities to hire people in at senior levels. I have to tell you that I'm in inspired by the people that I know want to work at CNET Networks. So we are very confident in our ability to bring in talented folks as well as to develop talented folks in our organization. Second, the iPhone launch when it happens in June may be a traffic driver for us, but I would not call it material. MacWorld has a several day impact on our page views, but that's about it.

Thank you. Your next question comes from Heath Terry - Credit Suisse.

Great, thank you. I was wondering if you could talk about the monetization levels on the site? To what extent as you look across the business, do you feel like you're fully exploiting the page views that you've got in terms of number of ads on the page, the type of ads that you're running on the page, and is that something is going to be a primary focus, something that we should expect to see here over time that you are going to increase inventory on the individual pages within the network? Neil Ashe: Heath, our philosophy is to always start from the user experience, so we start and end any decisions we have there. We've been historically very good at monetization at revenue per thousand pages. What you have seen over the last quarter or two and you'll see in the future is sometimes a disconnect between our monetization and our page view growth as we'll outgrow our monetization capabilities. We're always focused on realizing the maximum potential from our user engagement. However, we are always focused first on the user experience. So you will see changes at a number of our properties regularly, but the balance is always one of how can we first, furiously satisfy our users; and then second, provide the most efficient monetization. So will you see more impressions per page? Maybe in some places and you might see less in others.

Thank you. Your next question comes from David Joseph - Morgan Stanley. David Joseph - Morgan Stanley: Hi everyone, thank you. I'm sorry to go back to guidance but just really quickly, you presented a pretty impressive range given some metrics during the quarter not necessarily going in that direction. Renewal rates were down year over year for the second quarter and your page views are still in the single-digits. So I'm wondering, it either implies that you're expecting a pricing improvement in the environment in '07 or that some more recent acquisitions are going to be driving some of that growth. Secondly, as you execute further on your vertical strategy in 2007, can we assume that we are going to be seeing a similar level of acquisitions quarter to quarter? Neil Ashe: First as it relates to guidance and our expectations, as I said when we walked through it, baked into our expectations for our revenue growth, our expectations for page view and user growth at each of our properties, and I walked through that earlier. No, we don't think that necessarily implies a large increase in page views across the network. Secondly on acquisitions, we believe it is a core competence of ours to launch ourselves into new categories, either through development or through acquisitions. So we will continue to scout for new opportunities to expand the network and we will be opportunistic when we find them. What we have demonstrated over the last several years is that we move aggressively when we find things that fit with us and that we believe that we can execute very well on, but we don't necessarily chase everything that others are looking at. So we're excited to grow the network. We believe that it is a core competence of ours, and we will look to acquisitions in the future.

Your next question comes from Bill Morrison - JMP Securities.

It looks like the incremental margin in '06 came out at around 35%. George, you noted it was around 15% in the fourth quarter. It looks to me like at the midpoint of your guidance, you're expecting another year of around 35% incremental margin, maybe a little bit lower if you were to give yourself credit for some of the EBITDA that went to disposing assets this past year. Just curious if we should think about that as a new normalized incremental margin for the company? Historically in '04 and '05 you obviously had incremental margins much higher. I was wondering if you could just help us understand if 35% is a new normalized level and if not why is it at that range next year? What investments are keeping it there? Secondly, I was wondering if you could help us understand the revenue progression, growth rates through the year, if possible? I think at the midpoint of Q1 you're at 10%, and if we were to assume 10% growth each quarter you get to the midpoint for the year. I'm curious, as you look to the high end of your guidance, where would you expect to see an acceleration -- in which quarter or quarters? Thanks. Neil Ashe: Thanks, Bill. First, on the incremental margin, we have been saying for the last several quarters that we are focused on expanding margins and that we believe that we have proven the profitability of our business model and we have proven that we can realize the margins of a diversified media company and we have demonstrated the operating leverage in the business. So while we're focused on expanding margins, we are not sure where that ultimately leads us. What we do know is that we can expand margins and we would expect to continue to do that in the future but we're also focused on growing the business, so we've been able to generate profits internally to fund the development of our new brands and properties and we'll continue to do that in the future. We don't goal ourselves specifically around incremental margins. Obviously, it's easier to have a higher incremental margin with a higher revenue growth rate so that may impact it, but we really are focused on expanding the network and growing our properties. The second question as it relates to guidance, the revenue growth rates in fiscal year '07, as you noted we have bracketed 10% to 15% revenue growth. Our best look at the first quarter right now has the midpoint coming in around 10%. That could move around and we would expect to see growth through the rest of the year.

Your next question comes from Steve Weinstein - Pacific Crest.

Thanks, just a couple questions. What was the effect of foreign currency in the quarter? One more question on guidance. You're guiding to double-digit growth and I'm wondering, what does that really imply for core CNET, red ball type of growth versus all of the new initiatives that you highlighted in your prepared remarks? George Mazzotta: I'll take the first question, which is the effect of foreign currency on revenue in the fourth quarter, far less than $1 million is the answer. Neil Ashe: I'll take the second. As it relates to guidance we obviously don't break out individual property levels but we are seeing growth across all of our franchises.

Thank you. At this time there are no further questions. Are there any closing remarks? Neil Ashe: First of all thank you all for bearing with us. We're very happy to be back and current with our financials and we appreciate you spending the time to learn more about us. We look forward to talking to you later and next quarter. Thanks.

Thank you. This concludes today's CNET Networks fourth quarter and full year 2006 earnings conference call.