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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the Fiscal Year Ended December 31, 2004

OR

For the transition period from              to             

Commission file number 0-20939

CNET Networks, Inc.

(Exact name of registrant as specified in its charter)

235 Second Street, San Francisco, CA 94105

(Address of principal executive offices including zip code)

Telephone Number (415) 344-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.    YES  x    NO  ¨

As of June, 30, 2004, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing price for the registrant’s common stock, as reported in the NASDAQ National Market System, was $1,439,735,510. Shares of common stock held by each officer and director and by each person who owns ten percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate is not necessarily a conclusive determination for any other purpose.

The total number of shares outstanding of the issuer’s common stock (its only class of equity securities), as of March 9, 2005 was 145,107,894.

Information is incorporated by reference into Part III of this Form 10-K from the registrant’s definitive proxy statement for its 2005 annual meeting of stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

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PART I.

Item 1. Business

OVERVIEW

CNET Networks, Inc. is a worldwide media company and creator of content environments for the interactive age. CNET Networks takes pride in being “a different kind of media company,” creating richer, deeper interactive experiences by combining the wisdom and passion of users, marketers and its own expert editors. Headquartered in San Francisco, California, CNET Networks has a strong presence in the United States and internationally in 12 countries.

CNET Networks operates a portfolio of well-known brands that reach engaged, targeted audiences in multiple content categories. We operate industry leading websites, each with its own distinct brand, that deliver rich, authentic content experiences for both users and marketers. Our network of properties is currently focused on three content categories: personal technology, games and entertainment, and business technology. The personal technology category is anchored by top brands such as CNET.com, Download.com, and Webshots. The games and entertainment category primarily consists of the GameSpot and MP3.com brands. Brands such as ZDNet, TechRepublic, News.com and Release 1.0 are components of the business technology category.

During 2004, we focused on the continued expansion of our properties, products and services, helping to drive growth in the number of users visiting our websites, as well as to increase audience usage of our sites. We added richer, more engaging features and services to our websites, such as video content and community, which further enhance the overall user experience. We broadened our content licensing partnerships during the year, further expanding CNET Networks’ brand visibility and reach to new audiences, as well as validating our position as a leading provider of online content. In addition, we added new properties to the network, such as Webshots, MP3.com, and ZOL.com.cn through a growth strategy that combines new product development and acquisition.

Through our continued focus on product expansion, improvement and innovation, CNET Networks has built significant scale and audience reach and has established a leadership position in the interactive content category. CNET Networks had an average of 103 million unique users per month generating over 85 million Web page views per day during the fourth quarter 2004, a significant increase from prior year. By continuing to grow our user base, as well as site usage, we are creating large marketing platforms for advertisers to create brand awareness and market their products to an engaged, targeted audience, which we believe represents some of the most desirable attributes and demographics for brand marketers.

During 2004, we successfully expanded our platform, content coverage and audiences to begin to diversify our customer base. We recently expanded our focus beyond our traditional “in-category” customer base, or advertisers with contextual relevance to the specific property on which they advertise. An example of an “in-category” advertiser would be a personal computer manufacturer advertising on a relevant section of one of our personal technology properties, such as CNET.com, or a game publisher advertising on our game information site, GameSpot.com. We are focused on expanding our advertiser base and adding a broader set of advertisers beyond our traditional technology-focused customer base. We refer to this broader set of customers, as “out-of-category” advertisers, such as financial services, automotive manufacturers, retailers, or consumer packaged goods companies. Our focus on the continued enhancement of our properties with more video-based content has allowed us to provide new marketing opportunities in the form of video advertisements. As the growth in broadband adoption continues to increase in the United States, the addition of more video features and marketing opportunities becomes even more relevant from both a user and advertiser perspective, and should be an area of interest for both in-category and out-of-category advertisers.

The Internet continues to gain relevance as a marketing medium. Nonetheless, in 2004 online advertising made up less than five percent of total advertising expenditures in the United States, according to PricewaterhouseCooper’s Global Entertainment and Media Outlook report, evidence that the online advertising market is still early in its development. We believe that the Internet will become increasingly more relevant as a branding medium and that interactive content environments should benefit from these trends.

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In addition to our interactive operations, we also have publishing operations. Our Computer Shopper magazine is a comprehensive technology guide with reviews and information on the latest products in every issue. It attracts active technology buyers each month, who rely on Computer Shopper for in-depth product coverage that helps them make smart purchasing decisions. We also publish technology and game oriented publications internationally, primarily in China.

We earn revenues from:

CNET Networks, Inc. was incorporated in the state of Delaware in December 1992. Our principal executive offices are located at 235 Second Street, San Francisco, California 94105. Our phone number is (415) 344-2000. Our periodic and current reports are available, free of charge, on our website, www.cnetnetworks.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on our website is not and should not be deemed a part of this annual report on Form 10-K or a part of any other report or filing with the SEC.

PRODUCTS AND SERVICES

CNET Networks’ primary areas of measurement and decision-making include two principal business segments, U.S. Media and International Media. U.S. Media consists of an online network focused on three content categories: personal technology, games and entertainment, and business technology, as well as U.S. print operations. International Media includes the delivery of online technology information and several technology print publications in non U.S. markets.

U.S. MEDIA

In our U.S. Media business, we derive revenue from three primary sources: marketing services; licensing, fees and users; and publishing.

Interactive

Our U.S. Media interactive business includes all aspects of our U.S.-based online media brands. This business offers information, community and commerce services in the areas of personal technology, games and entertainment, and business technology to millions of users each day. Most of our content is offered free of charge to users, however, we do provide some content on a subscription, fee or licensing basis. This content is delivered using sophisticated and scalable technology platforms that include several key components, such as content publishing and advertising delivery, comprehensive product and user data powering commerce services, and search functionality.

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CONTENT CATEGORIES AND BRANDS

SCALABLE PLATFORMS

Personal Technology

Our personal technology category includes sites such as CNET.com, Download.com and Webshots.

CNET.com (www.cnet.com) provides expert and unbiased advice on technology and consumer electronics products and services to inform users and expedite purchasing. The consumer electronics and computing categories are converging, and this new generation of technology products is increasingly becoming incorporated into everyday lives. CNET.com provides objective guidance to help consumers become more confident in buying and using technology and to be more productive, entertained, and connected in their personal and professional lives. CNET.com’s editorial content includes special reports on the latest developments, product reviews and price comparisons, and help and how-to features enhanced with video content, showing consumers how to get the most out of their technology products. The site’s growing, vibrant audience contributes valuable content in the form of ideas, pictures, questions and answers. This combination of editorial and user content makes CNET.com a robust digital resource on the Internet.

Download.com (www.download.com) is a comprehensive resource for downloading software, music and games with its growing community and marketplace for digital content distribution. On a monthly basis, tens of millions of people turn to the site to discover free-to-try, legal downloads, from IS/IT professionals, developers, business users and personal technology enthusiasts, to music fans and games enthusiasts.

Webshots (www.webshots.com) is a leading online photo sharing and community property. Millions of people visit Webshots each month to browse, share and engage with fellow users about photos in a range of categories, such as travel, family and friends, sports and recreation, and pets. Webshots’ user base includes a vibrant community of photo enthusiasts who enjoy the site’s categorized and searchable library of more than 150 million photographs. We believe the addition of Webshots to the network has added significant reach and revenue capacity and positions us to further expand our customer base into more out-of-category segments.

Games and Entertainment

Our interactive network includes game and entertainment content sites such as GameSpot and MP3.com.

GameSpot (www.gamespot.com) is a leading online source for gaming information, visited by more than one million gamers each day. The GameSpot family includes GameFaqs, GameRankings, Wireless Gaming Review, and GameSpot DLX. GameSpot’s Web sites offer free access to its editors’ PC and video game reviews, as well as game downloads, video streams, guides, news, hints and previews of upcoming games. GameSpot also has an active online gaming community – a free networking service that makes it easy for gamers to meet and interact with others who share their specific gaming interests.

We launched MP3.com (www.mp3.com) in early 2004 following our acquisition of the domain and brand in December 2003. MP3.com is a comprehensive digital music discovery and content resource that caters to the way people learn about and listen to music today. MP3.com offers users the ability to access information and reviews on artists, songs, digital music services, and technologies, as well as other tools and features such as community and video content.

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Business Technology

CNET Networks’ business technology brands include sites such as ZDNet, News.com, TechRepublic and Release 1.0, formerly known as EDVentures Holdings, which provide business leaders and IT professionals with tools and information to make informed business decisions.

ZDNet (www.zdnet.com) is a leading Web site for business professionals who need to make important IT decisions. Its daily news, white papers, editorial analysis, peer feedback and survey and traffic-based research provide comprehensive insight into IT planning, vendor consideration and product selection.

Our business technology brands also include our award-winning news site, CNET News.com (www.news.com), which features breaking news and special reports about technology. In 2004, it won several journalism awards, including the National Magazine Award and awards from the Society of Professional Journalists. In addition to its high-quality journalism, CNET News.com is known as an innovator of online news delivery capabilities that enhance the user experience, with its addition of features such as “Real Simple Syndication” feeds, a format for content syndication known as “RSS”, and its TrackBack tool, which automatically links blog commentary to its news stories.

TechRepublic (www.techrepublic.com) serves the needs of IT professionals, providing information and tools for IT decision support and professional advice by job function. Release 1.0 (www.release1-0.com) is a community of IT-industry thought leaders and commentators, entrepreneurs and innovators, venture capitalists and analysts that includes reports and analysis of IT and business trends, important new ideas, and profiles of innovative people and companies.

Scalable Platforms

Following several years of investment, in early 2003 we completed the development of standardized technology platforms to deliver content and advertising, search results, enable commerce and create universal data collection and registration systems. As a result of this investment, our U.S. operations have been simplified, and we have created a scalable and leverageable infrastructure that has allowed for greater ease of publication of our content and more effective delivery of network-wide advertising. In addition, the creation of a standardized platform has enabled us to lower our operating costs and brings leverage when building or acquiring new online properties.

As part of our technology platform, we provide commerce, search, data and business intelligence services across our content categories.

Our commerce platforms are designed to link buyers and sellers of products and services. We help individuals and businesses decide what products to buy by providing news, reviews, recommendations, detailed product specifications, real-time prices from competing vendors, merchant ratings, product availability and shipping costs. We believe our shopping services are valuable to users because they provide unbiased information and choice of merchants. These shopping services are valuable to merchants and advertisers because they provide a platform for creating brand awareness and generating sales leads.

In addition, with the integration of search functionality across our content categories, our users are provided with additional access to relevant contextual content in the form of sponsored search links on our properties, while providing CNET Networks with additional revenue opportunities from a broader set of merchants. Sponsored search results are provided by our primary search partner, Google, Inc.

An important component of our technology platforms is the product data that powers these commerce services. Our product database contains close to 2.0 million products and related product images, descriptions and specifications. Because consistent, comprehensive and accurate product data is important not only to our commerce services but also to every business engaged in online commerce, we have been able to leverage this data by licensing it to third parties through our Channel Services.

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Our systems and overall network capabilities allow us to provide our advertising customers with data and business intelligence regarding user activity and the effectiveness of their marketing campaigns that provides our customers with relevant information that can enhance their business or marketing decision process.

Publishing

Computer Shopper magazine is one of the most comprehensive technology guides available with reviews and information on the latest products in every issue. It attracts active technology buyers each month, who rely on Computer Shopper for in-depth product coverage that helps them make smart purchasing decisions. We believe that Computer Shopper is a well-known, trusted resource for technology enthusiasts, and an effective brand builder for marketers.

INTERNATIONAL MEDIA

CNET Networks provides relevant online and offline content in local language to the various markets we serve worldwide. We maintain an Internet presence in 12 countries, including wholly-owned operations in, Australia, France, Germany, Japan, Singapore and the United Kingdom, with a presence in China and Korea through majority-owned joint ventures, as well as a number of licensees around the world. Our international properties are primarily focused on the business technology category; however, we have taken steps recently to expand our content coverage into the personal technology and games and entertainment categories in key international markets. For example, during the year, we launched msnCNET.fr in partnership with MSN in France and further expanded our online and offline presence in the growing advertising market in China.

As part of that effort in 2004, we invested approximately $20.7 million in acquiring online and offline properties in China. We acquired the assets of ZOL and Fengniao, which operate the zol.com.cn and Fengniao.com websites, respectively in cooperation with Chinese subsidiaries and affiliates. ZOL is one of the leading providers of personal technology-related content and shopping services in Northern China. Fengniao is one of the country’s leading digital photography sites, with reviews on digital cameras, as well as an image database, category-specific content, interviews and forums. These acquisitions expand CNET Networks’ online presence in China, securing a strong position in the personal technology category ahead of the expected growth in Internet usage and online advertising.

CNET Networks has operated print publications in China for over ten years. In 2004, we added to our offline business in China through the addition of publications such as TVGame and NetFriends, which expand our personal technology and games and entertainment coverage. Through our print operations, we are able to build important customer relationships, relevant audiences, and content that can be leveraged as our online presence grows over time.

MARKETING

We design our marketing activities to promote our multiple brands and to attract users, viewers and readers to our online network and print publications. Our marketing programs include interactive and print advertising campaigns, and participation in trade shows, conferences and speaking engagements. In 2004, we spent approximately $16.3 million (which includes approximately $12.5 million in barter advertising expenses) to market our brands and services. We expect to continue to market our brands, products and services in the future.

CUSTOMERS

For the year ended December 31, 2004, revenues from one customer, Google, Inc., approximated 10% of total revenues. In the fourth quarter of 2003, CNET Networks selected Google as its primary partner for paid search results, thereby consolidating paid search opportunities that were previously spread among several providers. Our top one hundred advertisers contributed approximately 71%, 78% and 75% of our U.S. revenues in 2004, 2003 and 2002, respectively, reflecting the expansion of our customer base.

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GEOGRAPHIC REGIONS

For information regarding the geographic areas in which we do business, please see Note (12), “Geographic Information” of Item 8 — “Financial Statements” in our Annual Report on Form 10-K.

EMPLOYEES

At December 31, 2004, 2003 and 2002, we had approximately 2,080, 1,730 and 1,760 employees on a worldwide basis.

INTELLECTUAL PROPERTY

Our success and ability to compete are dependent in part on the goodwill associated with our trademarks, trade names, service marks and other proprietary rights and on our ability to use U.S. and foreign laws to protect our intellectual property, which includes our original content, our editorial features, the technology that we use to deliver our products and services, the various databases of information that we maintain and make available through our Internet sites or by license, and the appearance of our Internet sites.

We have obtained federal trademark registrations for a number of our marks in the United States, including CNET, ZDNet, TechRepublic, GameSpot, Webshots and Computer Shopper. U.S. trademark registrations may be renewed indefinitely based on our continued use. While we have applied for and obtained registration of many of our marks in countries outside of the U.S. where we do business, we have not been able to obtain registration of all of our key marks in such jurisdictions, in some cases due to opposition by people employing similar marks. We also claim common law protection on certain names and marks that we have used in connection with our business activities.

We rely on copyright law to protect our original content. We rely on trade secrets, copyright laws, patent laws, confidentiality agreements with our employees and third parties, and protective contractual provisions to protect the proprietary technologies that we have developed. We have over 25 U.S. patent applications pending with respect to certain of our software systems, methods and related technologies and six issued U.S. patents. U.S. patents have a duration of 20 years. We can offer no assurance that patents for any other applications will be granted. We cannot assure you that intellectual property laws, our agreements or our patents will be sufficient to prevent others from copying or otherwise obtaining and using our content or technologies or that others have not developed or will not develop technologies that are similar or superior to ours.

We also rely on certain technology licensed from third parties. We may be required to license additional technology in the future for use in managing our Internet sites and providing related services to users and advertising customers.

Notwithstanding the efforts that we have taken to ensure that we have sufficient rights to the intellectual property that we use, we could still be subject to claims of infringement. These claims could result in costly litigation and the need to develop alternative trademarks, content or technology or to enter into costly royalty or licensing agreements, which could have a material adverse effect on our business, results of operations and financial condition.

COMPETITION

The market for interactive content and services is intensely competitive and rapidly evolving. We compete for advertisers, users and business partners with numerous companies offering information and content in our primary areas of focus: personal technology, games and entertainment, and business technology. These companies generally fall into the following categories:

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and photos, as well as niche sites focused on the same vertical markets that we are. For example, our gaming properties compete with other gaming sites such as IGN and GameSpy, and our business technology properties compete with smaller, niche sites such as TechTarget;

We believe that the Internet offers a competitive advantage over offline media for creating a rich and interactive environment for both users and marketers. Within the Internet, we believe that our significant experience, editorial expertise and strong brands provide us with many advantages over our competitors. However, we cannot assure you that we will compete successfully with current or future competitors. Increased competition could result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our future revenue and profits. If we do not compete successfully for new users and advertisers, our financial results may be materially and adversely affected.

SEASONALITY AND CYCLICALITY

We believe that marketing spending on the Internet, as in traditional media, fluctuates significantly with economic cycles and during the calendar year, with spending being weighted towards the end of the year to reflect trends in the retail industry. Our historical revenues have exhibited seasonality with higher revenues in the fourth quarter due to increased marketing spending by our customers and with lower revenues in the first quarter reflecting lower levels of marketing spending. Marketing expenditures account for a majority of our revenues. Fluctuations in marketing expenditures generally, or with respect to Internet-based marketing specifically, could therefore have a material adverse effect on our business, financial condition or operating results.

Item 2. Properties

We are headquartered in San Francisco, California, where we occupy approximately 283,000 square feet of leased office space. In addition to our San Francisco office, we have several leased offices throughout the U.S., including Cambridge, Massachusetts, Louisville, Kentucky and New York City. We also have leased offices in Europe, Asia and Australia.

Item 3. Legal Proceedings

Two shareholder class action lawsuits were filed in the United States District Court for the Southern District of New York on August 16, 2001 and September 26, 2001, against Ziff-Davis, Eric Hippeau, former Chief Executive Officer of Ziff-Davis, and Timothy O’Brien, former Chief Financial Officer of Ziff-Davis, and investment banks that were the underwriters of the public offering of ZDNet series of Ziff-Davis stock (the ZDNet Offering). One of the complaints also names CNET Networks as a defendant, as successor in liability to Ziff-Davis. The complaints are similar and allege violations of the Securities Act of 1933, and one of the complaints also alleges violations of the Securities Exchange Act of 1934. The complaints allege the receipt of excessive and undisclosed commissions by the underwriters in connection with the allocation of shares of common stock to certain investors in the ZDNet Offering and agreements by those investors to make additional purchases of stock in the aftermarket at pre-determined prices. Plaintiffs allege that the prospectus for the ZDNet Offering was false and misleading and in violation of the securities laws because it did not disclose the arrangements. A Consolidated Amended Complaint, which is now the operative complaint, was filed in the Southern District of New York on April 19, 2002. The action seeks damages in an unspecified amount. The action is being coordinated with over 300 nearly identical actions filed against other companies and their underwriters. On February 19, 2003, the Court granted CNET Networks’ motion to dismiss the

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Section 10(b) claim with leave to replead, and denied the motion to dismiss the Section 11 claim. Plaintiffs did not replead the Section 10(b) claim, and the time to replead that claim has expired. On October 13, 2004, the Court certified a class in six of the approximately 300 other nearly identical actions and noted that the decision is intended to provide strong guidance to all parties regarding class certification in the remaining cases. Plaintiffs have not yet moved to certify a class in the CNET Networks case.

The majority of the issuers, including CNET Networks, and their insurers have approved a settlement agreement and related agreements. The agreements set forth the terms of a settlement between CNET Networks, the plaintiff class and the vast majority of the other approximately 300 issuer defendants. Pursuant to those agreements, CNET Networks’ insurers would participate in an undertaking to guarantee a minimum recovery by the plaintiffs. Among other provisions, the settlement provides for a release of CNET Networks and the individual defendants for the conduct alleged in the action to be wrongful. CNET Networks would agree to undertake certain responsibilities, including agreeing to assign away, not assert, or release certain potential claims CNET Networks may have against its underwriters. The settlement agreement also provides for a “back-stop” guarantee from the issuers and their insurers pursuant to which they will pay the plaintiffs any shortfall between $1 billion and the amounts recovered in the ongoing litigation against the underwriters. It is anticipated that any potential financial obligation of CNET Networks to plaintiffs pursuant to the terms of the settlement agreement and related agreements will be covered by existing insurance. Therefore, CNET Networks does not expect that the settlement will involve any payment by CNET Networks. Based on the amount of CNET Networks’ insurance and the agreement of the insurers to cover legal expenses after June 1, 2003, CNET Networks does not anticipate additional expenses or liability if the settlement is approved. CNET Networks currently is not aware of any material limitations on the expected recovery of any potential financial obligation to plaintiffs from its insurance carriers. Its carriers are solvent, and CNET Networks is not aware of any uncertainties as to the legal sufficiency of an insurance claim with respect to any recovery by plaintiffs. If material limitations on the expected recovery of any potential financial obligation to the plaintiffs from the CNET Networks’ insurance carriers should arise, CNET Networks’ maximum financial obligation to plaintiffs pursuant to the settlement agreement is less than $3.4 million. On February 15, 2005, the court granted preliminary approval of the settlement agreement, subject to certain modifications consistent with its opinion. The requested modifications would provide for a mutual bar of all contribution claims by the settling and non-settling parties and would not bar the parties from pursuing other claims. There will be a hearing on March 18, 2005 to discuss the status of the revised settlement terms and to determine the date on which the revised settlement agreement will be submitted as well as the deadline for the underwriter defendants to object to the revised settlement agreement. There is no assurance that the parties to the settlement will be able to agree to a revised settlement agreement consistent with the court’s opinion, or that the court will grant final approval to the settlement to the extent the parties reach agreements. If the settlement is not concluded and CNET Networks is found liable, we anticipate that any potential financial obligation of CNET Networks to plaintiffs will be covered by existing insurance. Regardless of whether the settlement is approved, and even if material limitations arise with respect to our expected recovery of any potential obligations to plaintiffs from our insurance carriers, we do not expect that any payments required to be made by CNET Networks will be material.

On August 3, 2004, a class action lawsuit was filed in the Superior Court of the State of California, County of San Francisco by Mario Cisneros and Michael Voigt on behalf of themselves, all others similarly situated and the general public against CNET Networks and numerous other defendants who provide Internet search services, including Google, Yahoo!, Overture, AskJeeves and others. The complaint alleges that certain search results displayed by the defendants facilitate illegal internet gambling in violation of California state law. The complaint does not specify an amount of damages. The proceeding is in its early stages, and accordingly, CNET Networks cannot predict the impact of this litigation on its business, financial condition or results of operations.

There are no other legal proceedings to which we are a party, other than ordinary routine litigation incidental to our business that is not expected to be material to our business or financial condition.

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Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Our common stock is traded on the National Market System of the Nasdaq Stock Market (“Nasdaq”) under the symbol “CNET”.

The following table sets forth the ranges of high and low trading prices of the common stock for the quarterly periods indicated, as reported by NASDAQ.

We have never declared or paid a cash dividend on our common stock. We intend to retain any earnings to cover operations and working capital fluctuations and to fund capital expenditures and expansion. We do not anticipate paying cash dividends on our common stock in the foreseeable future.

At March 9, 2005, the closing price for our common stock as reported by NASDAQ was $9.18, and the approximate number of holders of record of our common stock was 954.

Item 6. Selected Consolidated Financial Data

The following table sets forth selected consolidated financial data and other operating information. The financial data and operating information do not purport to indicate results of operations as of any future date or for any future period. The financial data and operating information is derived from our audited consolidated financial statements and should be read in conjunction with the consolidated financial statements, related notes and other financial information included herein.

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On August 2, 2004, we acquired Twofold Photos, Inc. (Webshots). On July 1, 2001, we acquired TechRepublic, Inc. (TechRepublic). On October 17, 2000, we acquired ZDNet, Inc. (ZDNet). On February 29, 2000, we completed the acquisition of mySimon, Inc. (mySimon). Also see Note (3) of our consolidated financial statements included in Item 8. No financial data or operating information related to these acquired companies is included in the Selected Consolidated Financial Data prior to the dates of acquisition.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

CNET Networks, Inc. is a worldwide media company and creator of content environments for the interactive age. We operate industry leading websites, each with its own distinct brand, in three content categories: personal technology, games and entertainment, and business technology.

We have determined that our business segments are U.S. Media and International Media. U.S. Media consists of an online network focused on three content categories: personal technology, games and entertainment, and business technology, as well as a print publication. Beginning in 2004, U.S. Media also includes Channel Services, a product database licensing business and an online technology marketplace for resellers, distributors