This proxy statement has information about the annual meeting and was prepared by the company's management for the Board of Directors. This proxy statement is being mailed to stockholders on or around April 14, 2003.

You can vote your shares of common stock if our records show that you owned the shares on the record date, March 25, 2003. A total of 139,255,837 shares of common stock can vote at the annual meeting. You get one vote for each share of common stock that you hold.

The shares on your proxy card represent ALL of your shares of common stock that you hold directly (i.e., not in "street name" through a broker, bank or other nominee). If you do not return your proxy card, your shares will not be voted.

If your shares are held in the name of your broker, a bank or other nominee, that party should give you instructions for voting your shares. The instructions set forth below apply to record holders only and not those whose shares are held in the name of a nominee.

Follow the instructions on the enclosed proxy card to vote on each proposal to be considered at the annual meeting. Sign and date the proxy card and mail it back to us in the enclosed envelope. The proxy holders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not vote on a proposal, the proxy holders will vote for you on that proposal. Unless you instruct otherwise, the proxy holders will vote in the manner set forth below:

1. FOR each of the two Class I Director nominees; and
2. FOR the amendment and restatement of our Employee Stock Purchase Plan to increase the number of shares of common stock that can be purchased by employees under the plan by 4,000,000 shares;
3. FOR ratification of the appointment of KPMG LLP as our independent auditors for the fiscal year ending 2003; and
4. In the manner that the proxy holders deem appropriate for any other proposal to be considered at the Annual Meeting of Stockholders.

The proxy holders for the stockholders are Shelby W. Bonnie and Sharon Le Duy. A stockholder wishing to name another person as his or her proxy holder may do so by crossing out the names of the designated proxy holders and inserting the name of such other person to act as his or her proxy. In that case, it will be necessary for the stockholder to sign the proxy card and deliver it to the person named as his or her proxy holder and for the person so named to be present to vote at the annual meeting. Proxy cards so marked should not be mailed to us.

Visit www.proxyvote.com and use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the company's annual meeting. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit control number that is located on the enclosed proxy card to obtain your records and to create an electronic voting instruction form.

Call 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the company's annual meeting. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit control number that is located on the enclosed proxy card and then follow the simple instructions the vote voice provides you.

1. The election of Shelby W. Bonnie and Eric Robison as Class I Directors;
2. The amendment and restatement of the Employee Stock Purchase Plan to increase the number of shares of common stock that can be purchased by employees under the plan by 4,000,000 shares;
3. The ratification of the appointment of KPMG LLP as our independent auditors for 2003.

The Board of Directors recommends a vote FOR each of the proposals.

The matters described in this proxy statement are the only matters we know will be voted on at the annual meeting. If other matters are properly presented at the annual meeting, the proxy holders will vote your shares as they see fit.

Yes. At any time before the vote on a proposal, you can change your vote either by giving our Secretary a written notice revoking your proxy card, by personally appearing at the annual meeting or by signing, dating and returning to us a new proxy card. We will honor the proxy card with the latest date. However, no revocation will be effective unless we receive notice of such revocation at or prior to the annual meeting.

Although we encourage you to complete and return the proxy card to ensure that your vote is counted, you can attend the annual meeting and vote your shares in person.

We will hold the annual meeting if holders of a majority of the shares of common stock entitled to vote either sign and return their proxy cards or attend the meeting. If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card. If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares, these shares will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. However, abstentions or broker non-votes are not counted in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an abstention.

A "quorum" is a majority of the shares of common stock outstanding on the record date. A quorum must be present either in person or represented by proxy for the annual meeting to be held. If a quorum is not present at the annual meeting, the meeting may be adjourned from time to time until a quorum is obtained.

The two directors who receive the most votes will be elected. All other matters will be decided by a majority of votes cast.

Automatic Data Processing, Inc. will count the votes and act as the inspector of election.

CNET Networks, Inc.

Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Automatic Data Processing, Inc. and handled in a manner that protects your voting privacy. Your vote will not be disclosed EXCEPT:

1. as needed to permit Automatic Data Processing, Inc. to tabulate and certify the vote;
2. as required by law; or
3. in limited circumstances such as a proxy contest in opposition to the Board of Directors.

In addition, all comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

Two persons, Shelby W. Bonnie and Eric Robison, each of whom is currently a Class I Director, are proposed to be re-elected as Class I Directors at the annual meeting. If elected, each of these directors will hold office until the 2006 annual meeting or until his successor is duly elected and qualified.

General Information About Nominees. Each of the nominees is currently a director. Each has agreed to be named in this proxy statement and to serve as a director if elected. For information regarding each of the nominees for Class I Director, see "Information About Executive Officers and Directors."

Vote Required. The election of directors will be decided by a plurality of the votes entitled to be cast at the annual meeting.

Nominations. At the annual meeting, we will nominate Messrs. Bonnie and Robison as Class I Directors. Although we do not know of any reason why one of these nominees might not be able to serve, the Board of Directors will propose a substitute nominee if any nominee is not available for election.

Other nominations for election to the Board of Directors may be made by the Board of Directors, a nominating committee appointed by the Board of Directors or by any stockholder that has been the beneficial owner of at least $1,000 of common stock for at least one year. Nominations made by stockholders for next year's annual meeting must be made by written notice, certified mail, return- receipt requested and received by the Secretary of the company by December 14, 2003.

At the annual meeting, stockholders will be asked to approve an amendment and restatement of our 1996 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of common stock authorized for sale under the ESPP from 1,400,000 shares to 5,400,000, an increase of 4,000,000 shares, effective May 23, 2003.

The ESPP provides our employees with the opportunity to purchase shares of our common stock at quarterly intervals through accumulated periodic payroll deductions. The Board of Directors believes that the ESPP helps our company to maintain its competitive position in attracting, retaining and motivating employees. This increase is designed to ensure that we will continue to have a sufficient reserve of common stock available under the ESPP.

The ESPP was adopted by our Board of Directors on May 9, 1996 and became effective in July of 1996. The amendment and restatement of the ESPP that is the subject of this proposal was adopted by the Board of Directors on March 11, 2003, subject to stockholder approval at the annual meeting. Of the 1,400,000 shares (as adjusted for stock splits) initially authorized for issuance under the ESPP, as of December 31, 2002 1,269,208 shares have been issued and 130,792 shares remain available for issuance. If this proposal is approved at the annual meeting, there will be a total of 4,130,792 shares available for issuance under the ESPP, minus any shares purchased by employees participating in the ESPP during the first quarter of 2003. Because the shares currently remaining in the ESPP are not sufficient to satisfy anticipated employee demand in the event that the amended and restated ESPP is not approved by stockholders, the Board of Directors has voted to temporarily suspend the ESPP for the second quarter of 2003. The ESPP will be reinstated immediately following the annual meeting if this proposal is approved by the stockholders. In such event, the offering period for the second quarter of 2003 will begin on May 23, 2003 and will end on June 30, 2003.

The following summary is qualified in its entirety by reference to the full text of the proposed amended and restated ESPP, a copy of which is attached as Appendix A to the electronic copy of this proxy statement filed with the Securities and Exchange Commission and may be accessed from its home page (www.sec.gov). In addition, a copy of the proposed amended and restated ESPP may be obtained by making a written request to our General Counsel at our principal offices at 235 Second Street, San Francisco, California, 94105.

The ESPP, as amended and restated, permits employees of CNET Networks, Inc., and any subsidiary or parent company which adopts the ESPP, to purchase shares of our common stock at a reduced price through a series of offerings.

Offering Periods. Offerings under the ESPP, as amended and restated, last for two specified time periods, with the first offering period each year commencing on January 1 and terminating on the next following June 30, and the second offering period commencing on July 1 and terminating on the next following December 31. Within each offering period are two consecutive purchase periods which coincide with the calendar quarters (with the exception of the first purchase period after the adoption of the amendment, which will commence on May 23, 2003 and end on June 30, 2003). The Board of Directors, in its sole discretion, may determine the length, frequency and number of offering periods and purchase periods, provided, that offering periods may not exceed 27 months in duration.

Eligibility; Participation; Payroll Deductions. All employees, other than temporary employees, who work at least twenty (20) hours per week, including employees who are members of our Board of Directors, are eligible to enroll in the ESPP. Each eligible employee may authorize payroll deductions from 1% to 15% of his or her gross compensation each payroll period, up to the dollar limits determined by the Internal Revenue Service in any single calendar year. Additionally, an employee may not purchase more than ten thousand (10,000) shares of common stock during any quarter. An employee may discontinue participation in the ESPP or may decrease the rate or amount of his or her payroll deductions during the quarter.

Grant of Option; Exercise of Option. On the enrollment date of each offering period, participating employees are granted an option to purchase shares of our common stock with the payroll deductions accumulated by such employee during each quarter within the offering period. At the end of the relevant quarter, the option is automatically exercised and the accumulated payroll deductions are used to purchase shares of our common stock. During the first and third quarters, shares are purchased at a price equal to (i) 85% of the lower of (i) the fair market value on the first day of the quarter; or (ii) the fair market value on the final day of the quarter, whichever results in a lower purchase price. During the second and fourth quarters, shares are purchased at a price equal to (i) 85% of the lower of the fair market value on the first day of the quarter or on the last day of the quarter (for employees who did not participate during the prior quarter; or (ii) 85% of the lower of the fair market value on the first day of the prior quarter or the last day of the current quarter (for employees who participated during the previous quarter).

Withdrawal. An employee may withdraw from the ESPP at any time prior to the end of the quarter, at which time all payroll deductions made by the employee during such quarter will be returned.

Adjustments Due to Changes in Capitalization. The ESPP provides for appropriate adjustment of the shares covered by the ESPP in the event of any increase or decrease in the number of issued shares of common stock resulting from a split, reverse split, stock dividend, combination or reclassification of the company's shares of common stock.

Any then-current offering period will terminate immediately prior to the consummation of any dissolution or liquidation of the company, unless otherwise provided by the Board of Directors. In the event of a proposed sale or merger of the company, each option under the ESPP will be assumed or an equivalent option will be assumed or substituted by the successor corporation, unless our Board of Directors determines that the ESPP should be terminated and that participating employees should be given the right of early exercise with respect to their options under the ESPP.

Term. As amended and restated, the ESPP will not be subject to any specified term.

The table below shows, as to the executive officers named in the Summary Compensation Table and specified groups, the number of shares of common stock purchased under the ESPP between January 1, 2002 and December 31, 2002, together with the weighted average purchase price paid per share.

* The executive officers participate in the ESPP on the same terms as other employees.

The following generally summarizes the United States federal income tax consequences that will arise in connection with the ESPP. This summary is based on the federal tax laws in effect as of the date of this proxy statement and does not describe state, local or non-U.S. tax consequences as those may relate to employees. Changes to these laws could alter the tax consequences described below, possibly with retroactive effect.

Tax Consequences to Employees. The ESPP is intended to be an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code. Under such a plan, no taxable income is recognized by a participant and no deductions are allowable to our company upon either the grant or the exercise of the purchase option. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or in the event that the employee dies while still owning the purchased shares.

If the employee sells or otherwise disposes of the purchased shares after the later of two (2) years from the date of the grant or one (1) year after the actual purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and our company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. The employee will also recognize capital gains equal to the amount by which the amount realized upon the sale or disposition exceeds the sum of the aggregate purchase price paid for the shares and the ordinary income recognized in connection with their acquisition.

If the employee sells or disposes of the purchased shares after the later of two (2) years after the date of the grant, or one (1) year after the actual purchase date of those shares, then the employee will recognize ordinary income in the year of sale or disposition equal to the lesser of (a) the amount by which the fair market value of the shares on grant date exceeded the amount paid for the stock, or (b) the excess of the amount realized on the sale of the stock over the amount paid for the stock. Any additional gain upon the disposition will be taxed as a long-term capital gain. CNET Networks will not be entitled to an income tax deduction with respect to such disposition.

If the employee still owns the purchased shares at the time of death, the lesser of (a) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (b) fifteen percent (15%) of the fair market value of the shares on the start date of the offering period in which those shares were acquired will constitute ordinary income in the year of death.

Approval of the amended and restated ESPP requires the affirmative vote of the holders of a majority of the shares of our common stock present, in person or by proxy, and entitled to vote on the matter. An abstention will have the same effect as a vote against the proposal.

KPMG LLP served as independent auditors for us for the fiscal year ended December 31, 2002 and reported on our financial statements. The Board of Directors, upon the recommendation of the Audit Committee, has selected KPMG LLP as our independent auditors for the 2003 fiscal year and recommends that the stockholders ratify this selection. The Board of Directors has been advised that KPMG LLP has no relationship with us or our subsidiaries that would prevent it from serving as our independent auditor under current laws and regulations.

A representative of KPMG LLP is expected to be present at the annual meeting, will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

Stockholder ratification is not required for the selection of KPMG LLP as our independent auditors for fiscal year 2003 because the Board of Directors has responsibility for selection of our independent auditors. The selection is being submitted for ratification with a view toward soliciting the opinion of stockholders, which opinion will be taken into consideration in future deliberations.

The following table shows the number of shares of common stock beneficially owned as of March 25, 2003, unless otherwise indicated, by:

• each executive officer named in the Summary Compensation Table;
• each director;
• each person whom we know beneficially owns more than 5% of the common stock (based solely, in each case other than Mr. Bonnie, on Schedule 13D, 13G and 13F filings on file as of March 25, 2003); and
• the directors and executive officers as a group.

Unless otherwise indicated below, the address for each listed director and executive officer is CNET Networks, Inc., 235 Second Street, San Francisco, California 94105.

Our directors and officers must file reports with the Securities and Exchange Commission indicating the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Copies of these reports must be provided to us. To our knowledge all of these reports for transactions in 2002 were filed in a timely manner.

The following table provides information as of December 31, 2002 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

The table does not include information with respect to shares subject to outstanding options granted under equity compensation plans that we assumed in connection with mergers and acquisitions of the companies which originally granted those options. Footnote (4) to the table sets forth the total number of shares of CNET Networks common stock issuable upon the exercise of options under assumed equity compensation plans as of December 31, 2002, and the weighted average exercise price of those options. No additional options may be granted under those expired and assumed plans. The table does not include information about the proposed increase to our Employee Stock Purchase Plan, which increase is being submitted for approval at the annual meeting.

The 2001 CNET Networks, Inc. Stock Incentive Plan was adopted by our Board of Directors on April 24, 2001 and has not been approved by our stockholders. The 2001 Plan provides for the granting of incentive stock options and other stock-based awards. The 2001 Plan is administered by the Compensation Committee of our Board of Directors.

The total number of shares which may be issued under the 2001 Plan is 7,500,000. The maximum number of shares for which options may be granted to a participant during any calendar year is 800,000.

Options and other stock-based awards may be granted under the 2001 Plan to any employee, director or consultant selected by the Compensation Committee. All option grants must have an option price per share that is not less than 100% of the fair market value of our common stock on the option grant date. Options granted under the 2001 Plan will vest in accordance with the terms and conditions set by the Compensation Committee at the time of grant. In the event of a change of control, the Compensation Committee may (i) accelerate the vesting of options previously granted under the 2001 Plan; (ii) pay a cash amount to option holders in exchange for the cancellation of options under the Plan; and/or (iii) require the issuance of substitute options that will substantially preserve the value of any affected option previously granted under the 2001 Plan.

The 2001 Plan provides for appropriate adjustment of the shares covered by the 2001 Plan in the event of any increase or decrease in the number of issued shares of common stock resulting from a split, reverse split, stock dividend, combination or reclassification of the company's shares of common stock.

INFORMATION ABOUT
EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the names, ages and positions of our executive officers and directors as of April 14, 2003. Their respective backgrounds are described following the table:

(1) Class I Director (term expires at the annual meeting)

SHELBY W. BONNIE has served as Chief Executive Officer since March 2000 and has been a director since July 1993 and Chairman of the Board of Directors since November 2002. Mr. Bonnie also served as Chief Financial Officer from July 1993 until December 1997 and as Executive Vice President and Chief Operating Officer from July 1993 until March 2000. Prior to joining CNET Networks, Mr. Bonnie held positions at Tiger Management Corporation, a New York based investment managing firm, Lynx Capital, a private equity fund, and in the mergers and acquisitions department at Morgan Stanley & Co. Inc.

BARRY BRIGGS became Chief Operating Officer of CNET Networks on in July 2002. He was President of the company's U.S. Media division from the October 2000 acquisition of ZDNet until July 2002. From1999 until July 2000, Mr. Briggs served as President and Executive Vice President of ZDNet. From 1997 to 1999 he was Vice President, Advertising Sales and Marketing of ZDNet. At Ziff-Davis, Inc., Mr. Briggs served as Network Director of Corporate Sales, Associate Publisher of Computer Life, and Publisher of Family PC magazine. Prior to joining Ziff-Davis Inc., Mr. Briggs held a number of positions at Time Inc., including Director of Marketing and Sales Development at Sports Illustrated, National Sales Manager for Time Magazine and Eastern Regional Director for all Time Inc. magazines.

DOUGLAS N. WOODRUM joined CNET Networks as Executive Vice President and Chief Financial Officer in December 1997. He served as a director of the company from December 1997 until October 2000. Prior to joining CNET Networks, Mr. Woodrum served as Executive Vice President and Chief Financial Officer of Heritage Media Corporation, a diversified media company that he helped found in 1987.

ART FATUM has served as Chief Corporate Officer since July 2002. Prior to that, he served as President of CNET Networks International Media from the October 2000 acquisition of ZDNet until July 2002. From July 2000 to October 2000, he was Executive Vice President and Chief Financial Officer of ZDNet. From November 1998 to June 2000, he was Vice President and Chief Financial Officer of PictureTel Corporation, a company engaged in the development, manufacture and support of video conferencing and visual and audio collaboration solutions. Before joining PictureTel Corporation, he was President and Managing Director of AT&T Capital Europe (1995-1998), responsible for its pan-European equipment leasing business. Before joining AT&T Capital, Mr. Fatum also held positions with Dun & Bradstreet, Inc. and General Electric Company. Mr. Fatum serves as a director of Benthos, Inc.

NEIL M. ASHE joined the company as Senior Vice President, Strategy and Development in May 2002. Prior to joining CNET Networks, Mr. Ashe founded and served as Chief Executive Officer of several start-up companies in the Internet, business to business electronic marketplace and financial services industries. From 1996 through 1999, Mr. Ashe served as Managing Director of Crest Communications Holdings LLC, a private equity investment firm. From 1990 through 1994, Mr. Ashe held positions in the Mergers & Acquisitions Group of Smith Barney Inc.

JOHN C. "BUD" COLLIGAN became a director of CNET Networks in May 1996. Since March 1998, Mr. Colligan has been a partner with Accel Partners, a venture capital firm in Palo Alto, California. From November 1996 until August 1998, Mr. Colligan served as Chairman of Macromedia, Inc., a multimedia software company that he co-founded in 1992, and from 1992 to November 1996 served as its President, Chief Executive Officer and Chief Operating Officer. Prior to joining Macromedia, Mr. Colligan was President and Chief Executive Officer of Authorware, a multimedia software company, and held various positions with Apple Computer, Inc.

ERIC HIPPEAU became a director of CNET Networks in October 2000 upon the acquisition of ZDNet. Since November 2002, Mr. Hippeau has served as a Managing Partner of SOFTBANK Capital Partners, a venture fund and affiliate of SOFTBANK Corp. From March 2000 to November 2002, Mr. Hippeau served as President and Executive Managing Director of SOFTBANK International Ventures. Mr. Hippeau was Chairman and Chief Executive Officer of Ziff-Davis Inc. from 1993 until October 2000. He joined Ziff-Davis Inc. in 1989 as publisher of PC Magazine, was named Executive Vice President of Ziff-Davis Inc. in 1990, and was named President and Chief Operating Officer in February 1991. Prior to joining Ziff-Davis, Inc., Mr. Hippeau held a number of positions with IDG, including Vice President of computer publications in Latin America and Publisher of IDG's InfoWorld magazine. Mr. Hippeau is currently a director of Yahoo! Inc. and of Starwood Hotels and Resorts Worldwide, Inc. Mr. Hippeau was nominated to the Board of Directors pursuant to the stockholder agreement dated July 19, 2000 between the company and SOFTBANK, which was entered into in connection with the acquisition of ZDNet.

MITCHELL KERTZMAN became a director of CNET Networks in May 1996. Since November 1998, Mr. Kertzman has served as Chief Executive Officer and Director of Liberate Technologies, Inc., an information appliance and software provider. Mr. Kertzman recently announced that he will be joining Hummer Winblad Venture Partners as a general partner and will remain a director of Liberate. From July 1996 until November 1998, Mr. Kertzman served as Chairman of the Board of Directors and Chief Executive Officer of Sybase, Inc., a leading provider of enterprise database software, which Mr. Kertzman joined in February 1995 as Executive Vice President. Prior to joining Sybase, Inc., Mr. Kertzman served as Chief Executive Officer and a director of Powersoft Corporation, an application development tools provider. Mr. Kertzman also serves on the Board of Directors of Handspring, Inc.

RANDALL MAYS became a director of CNET Networks in November 2000. Mr. Mays has served as the Executive Vice President and Chief Financial Officer of Clear Channel since February 1997. From January 1993 until February 1997, Mr. Mays served as Clear Channel's Vice President and Treasurer. Prior to joining Clear Channel, Mr. Mays held positions with Goldman, Sachs & Co. and Trammell Crow Company. Mr. Mays also serves on the Board of Directors of Clear Channel and XM Satellite Radio.

ERIC ROBISON became a director of CNET Networks in December 1994. Mr. Robison is currently President of IdeaTrek, Inc. From January 1994 until January 2002, Mr. Robison served as Business Development Associate of Vulcan Ventures Inc., a venture capital firm, and still serves as a consultant to Vulcan. Prior to joining Vulcan, Mr. Robison was co-founder and Vice President of The Stanton Robison Group, Inc., a business development, marketing and advertising consultant firm. Mr. Robison also served in key marketing management positions with SGS, Inc., Ashton- Tate, Inc. and Denny's Inc. Mr. Robison also serves on the Board of Directors of Cumulus Media, Inc.

DANIEL R. ROSENSWEIG served as President of CNET Networks and was a member of the Board of Directors from the October 2000 acquisition of ZDNet until his resignation in April 2002. He is now the Chief Operating Officer of Yahoo! Inc. Mr. Rosensweig was the Chief Executive Officer of ZDNet from January 1999 until October 2000 and President of ZDNet from 1997 to July 2000. From 1996 to 1997, Mr. Rosensweig served as Executive Vice President of ZD Inc.'s Internet Publishing Group. From 1995 to 1996, Mr. Rosensweig was Vice President and Publisher of PC Magazine and from 1994 to 1995 was Publisher of PC Magazine. From 1983 until 1994, Mr. Rosensweig held a number of positions with Ziff Davis, Inc., including Associate Publisher positions for PC Magazine, Computer Shopper and PC Source.

The company paid Clear Channel Communications $1,200,000 in 2002 for the exclusive right to provide programming and sell advertising on a San Francisco, California radio station owned by Clear Channel. In January 2003, CNET Networks and Clear Channel agreed to the early termination of the agreement. CNET Networks will pay Clear Channel $600,000 as a termination payment. Randall Mays, Director and Chief Financial Officer of Clear Channel, is a member of CNET Networks' Board of Directors and serves as chairman of its Audit Committee.

The company and an affiliate of SOFTBANK Corp. were joint owners of a company that is the licensee and operator of our ZDNet brand and online content in Japan. In March 2002, CNET Networks sold its interest in the company to SOFTBANK Corp. for $3,000,000 and entered into a $2,000,000 three-year royalty license under which CNET Networks will continue to license the ZDNet brand and content to that company. In addition, CNET Networks and SOFTBANK Media, an affiliate of SOFTBANK Corp., are joint owners of a company that is the licensee and operator of our ZDNet brand and online content in Korea. In October of 2002 CNET Networks and SOFTBANK Media completed a restructuring of this company. As a part of this restructuring, SOFTBANK Media's ownership interest in the original Korean entity was exchanged for a 30.3 percent minority interest in the restructured Korean entity, CNET Networks Korea Co., Ltd., and CNET Networks exchanged its ownership interest in the original Korean entity and $1,500,000 in cash for a 63 percent interest in the restructured Korean entity. Neither transaction is material to our financial results. Eric Hippeau, Managing Partner of SOFTBANK Capital Partners, a venture fund and affiliate of SOFTBANK Media, is a member of CNET Networks' Board of Directors and serves on the Compensation Committee.

On December 13, 2002, the company repurchased a portion of its 5% Convertible Subordinated Notes having a principal amount of $30,918,000 for a purchase price of $20,101,338 from an entity affiliated with Blue Ridge Investors Limited Partnership. On December 15, 2002, the company repurchased a portion of its 5% Convertible Subordinated Notes having a principal amount of $8,000,000 for a purchase price of $5,201,200 from an entity affiliated with East Peak Partners. Both Blue Ridge Investors Limited Partnership and East Peak Partners are 5% holders of the company's common stock. As of the date of their respective transactions, Blue Ridge Investors Limited Partnership owned 10,520,000 shares and East Peak Partners owned 7,050,000 shares. The company made both repurchases through a registered broker-dealer and neither 5% holder is affiliated with the company other than through their respective ownership of the company's common stock.

Our business is managed under the direction of the Board of Directors. The Board of Directors meets during our fiscal year to review significant developments affecting us and to act on matters requiring Board of Directors approval. The Board of Directors held seven formal meetings during the fiscal year ended December 31, 2002 and acted once by written consent.

The Board of Directors has established an Audit Committee, a Compensation Committee and a Governance Committee to devote attention to specific subjects and to assist the Board of Directors in the discharge of its responsibilities. The functions of these committees and their current members are described below.

• Five formal meetings held in 2002.

• Did not act by written consent.

• Evaluates and selects the independent auditor subject to ratification by the Board of Directors;

• Reviews and approves all services provided to the company by the independent auditor;

• Reviews and recommends changes to the Audit Committee Charter;

• Discusses with management or the independent auditors, as appropriate, the matters required to be discussed by the Statement on Auditing Standards No. 61 relating to the conduct of the audit or quarterly review;

• Reviews with the independent auditors and members of senior management the adequacy and effectiveness of the company's financial controls and financial reporting procedures;

• Meets periodically with the independent auditors in separate executive sessions;

• Reviews with management and the independent auditors, prior to announcement, the company's quarterly and annual financial results;

• Reviews, prior to filing, the company's annual reports filed with the Securities and Exchange Commission;

• Prepares a report for inclusion in the annual proxy statement;

• Presents to the Board such comments and recommendations as the Audit Committee deems appropriate, and performs such other duties as may be assigned by the Board or deemed appropriate by the Committee within the context of the Audit Committee's Charter.

• Randall Mays

• Eric Robison

• Mitchell Kertzman

• One formal meeting held in 2002.

• Acted once by written consent.

• Establishes the company's executive compensation programs;

• Reviews the individual elements of total compensation for executive officers and recommends salary adjustments to the Board of Directors;

• Determines the number of equity incentives awarded to elected officers and the terms and conditions on which they are granted;

• Amends compensation plans within the scope of the Compensation Committee's authority and recommends plans and plan amendments to the Board of Directors;

• Administers the incentive compensation plans for employees; and

• Sets company policy for and oversees the administration of employee benefit programs.

• Eric Hippeau

• Mitchell Kertzman

• John C. "Bud" Colligan

• The Governance Committee was established in 2003.

• Reviews and makes recommendations to the Board of Directors with respect to the responsibilities and functions of the Board and Board committees and with respect to Board compensation;

• Makes recommendations to the Board concerning the composition and governance of the Board, including recommending candidates to fill vacancies on, or to be elected or re-elected to, the Board;

• Considers the names and qualifications of any candidates for the Board submitted by stockholders in accordance with the procedures set forth in the company's bylaws;

• Oversees evaluations of the directors, Board committees and the Board;

• Formulates corporate governance guidelines and reviews the guidelines on a periodic basis;

• Eric Robison

• John C. "Bud" Colligan

Prior to the formation of the Governance Committee in 2003, the Board of Directors did not have a standing nominating committee or any other committee performing a similar function. The Board of Directors as a whole performed the function customarily attributable to a nominating committee.

The Audit Committee of the company's Board of Directors consisted of three non- employee directors in 2002, each of whom is independent as defined by the Nasdaq Marketplace Rules. The Audit Committee operates under a written charter adopted by the Board of Directors.

Management is responsible for the company's internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the company's consolidated financial statements in accordance with generally accepted accounting principles and to issue a report thereon. As part of the Audit Committee's responsibility to monitor and oversee these functions, the Audit Committee met and held discussions with management and the independent auditors prior to the release of each of the company's quarterly and annual financial results for 2002.

At each of those meetings, management represented to the Audit Committee that the company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the consolidated financial statements and the company's significant accounting policies with management and the independent auditors.

The Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61. The Audit Committee has also received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees." The Audit Committee discussed with the independent auditors that firm's independence and considered whether the non- audit services provided by the independent auditors are compatible with maintaining its independence.

Based on the Audit Committee's discussion with management and the independent auditors, and the Audit Committee's review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the company's Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission.

On July 30, 2002, the Sarbanes-Oxley Act of 2002 was signed into law. Subsequently, Nasdaq submitted proposed corporate governance rules to the Securities and Exchange Commission, both of which will impose new requirements and obligations on Audit Committees. The proposed Nasdaq rules are subject to change and the Sarbanes-Oxley Act's provisions become effective at different times and in many cases require implementing regulations. The Audit Committee will continue reviewing the company's processes and will recommend changes to the Board of Directors to comply with the requirements of the Nasdaq rules, the Sarbanes-Oxley Act and rules adopted by the Securities and Exchange Commission as they become effective.