FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                   QUARTERLY  REPORT UNDER SECTION 13
                    or  15(d)   OF  THE   SECURITIES
                          EXCHANGE ACT OF 1934.


                  For Quarter Ended: September 30, 2000


                     Commission file number: 1-11106


                              Primedia Inc.
         (Exact name of registrant as specified in its charter)


            DELAWARE                                 13-3647573

--------------------------------------------------------------------------------
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)            Identification No.)

                   745 Fifth Avenue, New York, New York
                  (Address of principal executive offices)

                                   10151
                                 (Zip Code)

Registrant's telephone number, including area code            (212) 745-0100


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,  and (2) has been subject to such filing  requirements
for the past 90 days.
         Yes      X        No ___

Number of shares of common stock,  par value $.01 per share,  outstanding  as of
October 31, 2000: 166,903,202

The aggregate  market value of the common equity of PRIMEDIA Inc.  which is held
by non-affiliates of PRIMEDIA Inc. at October 31, 2000 was approximately  $462.9
million.

<PAGE>


                             Primedia Inc.

                                 INDEX


                                                                      PAGE

Part I.  Financial Information

  Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets
           (Unaudited) as of September 30, 2000 and
           December 31, 1999                                            2

           Condensed Statements of Consolidated
           Operations (Unaudited) for the nine months
           ended September 30, 2000 and 1999                            3

           Condensed Statements of Consolidated
           Operations (Unaudited) for the three months
           ended September 30, 2000 and 1999                            4

           Condensed Statements of Consolidated
           Cash Flows (Unaudited) for the nine months
           ended September 30, 2000 and 1999                            5

           Notes to Unaudited Condensed Consolidated
           Financial Statements                                         6-18

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                19-30

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk   31


Part II.   Other Information:

           Signatures                                                   32





<PAGE>


                        PRIMEDIA INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                   September 30,                  December 31,
                                                                                       2000                            1999
                                                                                -------------------            ------------------
                                                                                  (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                             <C>                           <C>
     Cash and cash equivalents                                                  $           29,661             $           28,661
     Accounts receivable (net of allowances of $33,154 and
         $32,746 at September 30, 2000 and December 31, 1999,
         respectively)                                                                     260,751                        235,565
     Inventories, net                                                                       30,150                         32,709
     Net assets held for sale                                                               48,596                              -
     Prepaid expenses and other                                                             53,983                         36,480
                                                                               --------------------            ------------------
         Total current assets                                                              423,141                        333,415

Property and equipment, net                                                                160,956          `             152,343
Other intangible assets, net                                                               520,823                        619,950
Excess of purchase price over net assets acquired, net                                   1,099,295                      1,215,406
Deferred income tax asset, net                                                             176,200                        176,200
Other investments                                                                          191,256                        107,594
Other non-current assets                                                                    89,870                        109,644
                                                                                -------------------            ------------------
                                                                                $        2,661,541             $        2,714,552
                                                                                ===================            ==================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                           $           72,377             $          102,678
     Accrued interest payable                                                               18,069                         19,379
     Accrued expenses and other                                                            227,321                        217,737
     Deferred revenues                                                                     263,702                        171,339
     Current maturities of long-term debt                                                   22,024                         22,740
                                                                                -------------------            ------------------
         Total current liabilities                                                         603,493                        533,873
                                                                                -------------------            ------------------

Long-term debt                                                                           1,605,217                      1,732,896
                                                                                -------------------            ------------------
Other non-current liabilities                                                               22,612                         31,796
                                                                                -------------------            ------------------
Exchangeable preferred stock                                                               560,916                        559,689
                                                                                -------------------            ------------------
Common stock subject to redemption ($.01 par value, 53,310
     shares outstanding at December 31, 1999)                                                    -                            536
                                                                                -------------------            ------------------
Shareholders' deficiency:
     Common stock ($.01 par value,  166,889,697  shares and  148,346,759
        shares issued at September 30, 2000 and December 31, 1999,
        respectively)                                                                        1,669                          1,483
     Additional paid-in capital                                                          1,342,626                        986,649
     Accumulated deficit                                                                (1,332,522)                    (1,203,207)
     Accumulated other comprehensive income (loss)                                        (132,619)                        87,364
     Unearned stock grant compensation                                                      (8,188)                       (15,250)
     Common stock in treasury, at cost (123,848 shares and 101,848
        shares at September 30, 2000 and December 31, 1999,
        respectively)                                                                       (1,663)                        (1,277)
                                                                                -------------------            -------------------
         Total shareholders' deficiency                                                   (130,697)                      (144,238)
                                                                                -------------------            -------------------

                                                                                $         2,661,541             $        2,714,552
                                                                                ===================            ===================
</TABLE>
See notes to unaudited condensed consolidated financial statements.

<PAGE>


                      PRIMEDIA INC. AND SUBSIDIARIES
          CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended
                                                                                                    September 30,

                                                                                        2000                             1999
                                                                                -------------------               ------------------
                                                                                   (dollars in thousands, except per share amounts)
<S>                                                                             <C>                                <C>
Sales, net                                                                      $        1,231,624                 $      1,260,454

Operating costs and expenses:
      Cost of goods sold                                                                   299,560                          296,573
      Marketing and selling                                                                289,944                          270,318
      Distribution, circulation and fulfillment                                            189,011                          186,237
      Editorial                                                                             94,027                          101,546
      Other general expenses                                                               162,126                          139,467
      Corporate administrative expenses (excluding $19,500 of
          non-cash compensation in 2000)                                                    24,632                           22,101
      Depreciation of property and equipment                                                39,760                           36,350
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                          98,279                          126,676
      Non-cash compensation and non-cash non-recurring charges                              26,900                                -
      Provision for severance, closures and integration costs                               19,008                           22,000
      Gain on sale of businesses and other, net                                            (26,824)                               -
                                                                                -------------------                -----------------

Operating income                                                                            15,201                           59,186
Other income (expense):
      Interest expense                                                                    (109,434)                        (123,965)
      Amortization of deferred financing costs                                              (2,899)                          (2,426)
      Other, net                                                                             7,614                             (770)
                                                                                -------------------                -----------------
Net loss                                                                                   (89,518)                         (67,975)

Preferred stock dividends - cash                                                           (39,797)                         (39,796)
                                                                                -------------------                -----------------
Loss applicable to common shareholders                                          $         (129,315)                $       (107,771)
                                                                                ===================                =================

Basic and diluted loss applicable to common shareholders per
      common share                                                              $             (.81)                $           (.74)
                                                                                ===================                =================

Basic and diluted common shares outstanding                                            158,977,115                      145,008,251
                                                                                ===================                =================
</TABLE>

See notes to unaudited condensed consolidated financial statements.


<PAGE>


                         PRIMEDIA INC. AND SUBSIDIARIES
          CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
                                                                                                     September 30,

                                                                                         2000                               1999
                                                                                --------------------              ------------------
                                                                                   (dollars in thousands, except per share amounts)
<S>                                                                             <C>                                <C>
Sales, net                                                                      $           401,647                $        423,005

Operating costs and expenses:
      Cost of goods sold                                                                    100,202                          99,179
      Marketing and selling                                                                 101,730                          92,790
      Distribution, circulation and fulfillment                                              61,662                          60,969
      Editorial                                                                              29,558                          34,752
      Other general expenses                                                                 56,152                          48,478
      Corporate administrative expenses (excluding $2,354 of
          non-cash compensation in 2000)                                                      8,317                           8,170
      Depreciation of property and equipment                                                 12,855                          12,296
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                           31,857                          39,642
      Non-cash compensation and non-cash non-recurring charges                                2,354                               -
      Provision for severance, closures and integration costs                                 2,291                               -
      Loss on sale of businesses and other, net                                               1,658                               -
                                                                                --------------------              ------------------

Operating income (loss)                                                                      (6,989)                         26,729
Other expense:
      Interest expense                                                                      (34,114)                        (42,429)
      Amortization of deferred financing costs                                                 (960)                           (855)
      Other, net                                                                               (956)                           (542)
                                                                                --------------------              ------------------
Net loss                                                                                    (43,019)                        (17,097)

Preferred stock dividends - cash                                                            (13,266)                        (13,265)
                                                                                --------------------              ------------------
Loss applicable to common shareholders                                          $           (56,285)              $         (30,362)
                                                                                ====================              ==================

Basic and diluted loss applicable to common shareholders per
      common share                                                              $              (.34)              $            (.21)
                                                                                ====================              ==================

Basic and diluted common shares outstanding                                             166,639,589                     145,055,347

                                                                                ====================              ==================
</TABLE>
See notes to unaudited condensed consolidated financial statements.

<PAGE>

                        PRIMEDIA INC. AND SUBSIDIARIES
         CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended
                                                                                                      September 30,

                                                                                           2000                         1999
                                                                                     ---------------                --------------
                                                                                                 (dollars in thousands)

Operating activities:
<S>                                                                                  <C>                            <C>
     Net loss                                                                        $      (89,518)                $    (67,975)
     Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
       Depreciation and amortization                                                        140,938                      165,452
       Gain on sale of businesses and other, net                                            (26,824)                           -
       Accretion of discount on acquisition obligation
          and other                                                                           2,891                        3,677
       Non-cash provision for severance, closures and integration costs                           -                        8,809
       Non-cash compensation and non-cash non-recurring charges                              26,900                            -
       Other, net                                                                               848                       (1,037)
     Changes in operating assets and liabilities:
       (Increase) decrease in:
       Accounts receivable, net                                                             (32,473)                     (23,660)
       Inventories, net                                                                       1,239                       (7,158)
       Prepaid expenses and other                                                           (15,330)                     (13,684)
       Increase (decrease) in:
       Accounts payable                                                                     (28,939)                     (25,609)
       Accrued interest payable                                                              (1,310)                       1,986
       Accrued expenses and other                                                               725                       (7,844)
       Deferred revenues                                                                       (837)                       7,756
       Other non-current liabilities                                                           (319)                          (9)
                                                                                     ---------------               --------------

          Net cash provided by (used in) operating activities                               (22,009)                      40,704
                                                                                     ---------------               --------------

Investing activities:
     Additions to property, equipment and other, net                                        (53,595)                     (43,198)
     Proceeds from sales of businesses and other                                            142,039                        5,169
     Payments for businesses acquired                                                       (24,443)                     (80,321)
     Payments for other investments                                                         (67,413)                      (7,374)
                                                                                     ---------------               --------------

          Net cash used in investing activities                                              (3,412)                    (125,724)
                                                                                     ---------------               --------------

Financing activities:
     Borrowings under credit agreements                                                     436,550                      702,757
     Repayments of borrowings under credit agreements                                      (549,991)                    (553,000)
     Payments of acquisition obligation                                                      (9,933)                     (10,833)
     Proceeds from issuances of common stock, net of redemptions                            209,743                        5,888
     Taxes paid associated with stock option exercises                                      (16,891)                           -
     Purchases of common stock for the treasury                                                (385)                     (10,508)
     Dividends paid to preferred stock shareholders                                         (39,797)                     (39,796)
     Deferred financing costs paid                                                             (175)                      (3,442)
     Other                                                                                   (2,700)                        (535)
                                                                                     ---------------               --------------

          Net cash provided by financing activities                                           26,421                      90,531
                                                                                     ---------------               --------------

Increase in cash and cash equivalents                                                          1,000                       5,511
Cash and cash equivalents, beginning of period                                                28,661                      24,538
                                                                                     ---------------               --------------
Cash and cash equivalents, end of period                                              $       29,661               $      30,049
                                                                                     ===============               ==============

Supplemental information:
     Cash interest paid                                                               $      108,191               $     120,244
                                                                                     ===============               ==============
     Non-cash activities:
       Stock option exercise transactions                                             $       17,498               $           -
                                                                                     ===============               ==============
       Assets-for-equity transactions                                                 $       76,480               $           -
                                                                                     ===============               ==============
       Exchange of the Company's common shares for
            common shares of CMGI, Inc.                                               $      164,000               $           -
                                                                                     ===============               ==============
</TABLE>
See notes to unaudited condensed consolidated financial statements.

<PAGE>



                                  Primedia Inc.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


1.       Basis of Presentation

Primedia Inc.,  together with its subsidiaries,  is herein referred to as either
"Primedia" or the  "Company".  In the opinion of the Company's  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. All significant  intercompany accounts and
transactions have been eliminated in  consolidation.  These statements should be
read in conjunction with the Company's  annual financial  statements and related
notes for the year ended  December 31, 1999,  which is included in the Company's
annual report on Form 10-K for the year ended  December 31, 1999.  The operating
results  for  the  three  and  nine-month  periods  ended  September  30 are not
necessarily indicative of the results that may be expected for a full year.

Certain amounts in the consolidated  financial statements for the three and nine
month periods ended September 30, 1999 have been  reclassified to conform to the
presentation for the three and nine month periods ended September 30, 2000.

On March 30, 2000, the Company realigned its segment reporting to conform to its
new  strategic  direction,   including   organization,   management  and  growth
initiatives  (see Note 12). The Company's  two segments are consumer  (including
both traditional and new media operations) and  business-to-business  (including
both traditional and new media operations) and previously  reported results have
been restated accordingly.  The consumer segment includes the Primedia Magazines
Inc.,  Primedia  Enthusiast  Publications,   Inc.,  Channel  One  Communications
Corporation,  Films for the Humanities & Sciences,  Inc., and Haas  Publishing
Companies,  Inc. The  business-to-business  segment includes Intertec Publishing
Corporation,  Bacon's  Information,  Inc.,  Primedia Workplace  Learning,  Inc.,
certain  product  lines of  Primedia  Information  Inc.,  and  related  Internet
operations (see Note 11).

Recent  pronouncements  of the Financial  Accounting  Standards  Board ("FASB"),
which are not required to be adopted at this date include Statement of Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities",  which  was  subsequently  amended  by SFAS No.  137,
"Accounting for Derivative  Instruments and Hedging Activities - Deferral of the
effective  date of FASB  Statement  No. 133" and SFAS No. 138,  "Accounting  for
Certain Derivative  Instruments and Certain Hedging Activities - an amendment of
FASB  Statement  No.  133." The  Company  is in the  process of  evaluating  the
expected  impact of SFAS No.  133,  as amended by SFAS No. 137 and SFAS No. 138;
however,  neither  is  expected  to  have a  material  impact  on the  Company's
consolidated financial statements.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin  No. 101 ("SAB  101"), "Revenue  Recognition  In  Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
The  Company is  required  to adopt SAB 101 no later than the fourth  quarter of
fiscal 2000. The Company is in the process of evaluating the expected  impact of
SAB 101; however,  it is not expected to have a material impact on the Company's
consolidated financial statements.



<PAGE>

2.       Inventories, net

Inventories consist of the following:

                                    September 30,              December 31,
                                        2000                       1999
                                   ---------------          ---------------
Finished goods                     $       10,548           $       10,459
Work in process                               518                      315
Raw materials                              21,390                   23,707
                                   ---------------          ---------------
                                           32,456                   34,481
Less: Allowance for obsolescence            2,306                    1,772
                                   ---------------          ---------------
                                   $       30,150           $       32,709
                                   ===============          ===============


3.  Other Investments

Primedia Ventures' Investments in Marketable Securities

In 2000,  the Company sold two of Primedia  Ventures'  investments in marketable
securities for total proceeds of $10,367 and realized a gain of $9,777, which is
included  in gain  on sale of  businesses  and  other,  net on the  accompanying
condensed statement of consolidated operations.  At September 30, 2000, the cost
and fair value of Primedia  Ventures'  investment in marketable  securities  was
$2,217 and $5,434,  respectively.  At December 31, 1999, the cost and fair value
of  Primedia  Ventures'  investments  in  marketable  securities  was $2,807 and
$91,789,  respectively.  In addition, the Company recorded an unrealized loss of
$85,765  for the nine months  ended  September  30,  2000  related to a Primedia
Ventures'  investment.  This unrealized loss is recorded as a component of other
comprehensive loss for the nine months ended September 30, 2000 (see Note 9).

Investment in CMGI, Inc.

In May 2000, the Company acquired 1,530,000 shares of common stock of CMGI, Inc.
in exchange for  8,000,000  shares,  or 5%, of the  Company's  common stock (par
value  $.01)  subject  to a one year  lockup.  The  transaction  was  valued  at
$164,000,  which  represents  the  fair  value  of the  Company's  common  stock
exchanged on the exchange date. In addition,  the Company recorded an unrealized
loss of $121,255  for the nine months  ended  September  30, 2000 related to its
investment  in CMGI.  This  unrealized  loss is recorded as a component of other
comprehensive loss for the nine months ended September 30, 2000 (see Note 9).

Investment in Liberty Digital

On April 20,  2000,  the Company  completed  its  purchase of 625,000  shares of
Liberty  Digital  Series  A  common  stock at forty  dollars  per  share  for an
aggregate  purchase  price of $25,000.  In  addition,  the  Company  recorded an
unrealized  loss of $12,344 for the nine months ended September 30, 2000 related
to its  investment in Liberty  Digital.  This  unrealized  loss is recorded as a
component of other  comprehensive  loss for the nine months ended  September 30,
2000 (see Note 9).


Assets-for-Equity Transactions

In the first nine months of 2000, the Company entered various  assets-for-equity
transactions, some of which also included cash consideration.  Through September
30, 2000, the Company's investments totaled approximately $97,000, approximately
$20,000  of which  was in cash.  The  remainder  represents  the fair  values of
advertising,  content licensing and other services to be rendered by the Company
in exchange  for these equity  investments.  The Company  will  recognize  these
amounts as  revenue as  services  are  rendered.  The  related  liabilities  are
included as deferred revenues on the accompanying condensed consolidated balance
sheet.   Revenue   recognized   in  connection   with  these   assets-for-equity
transactions was approximately $10,200 through September 30, 2000.

The  Company  continually   evaluates  all  of  its  investments  for  potential
impairment in accordance  with SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". If an investment
is deemed to be permanently impaired, its carrying value will be reduced to fair
market value. As of September 30, 2000, the Company's  management  believes that
none of its investments are permanently impaired.


4.       Long-term Debt

Long-term debt consists of the following:
                                              September 30,        December 31,
                                                  2000                 1999
                                             --------------      --------------
Borrowings under credit facilities           $     931,750       $    1,050,525
10 1/4% Senior Notes due 2004                      100,000              100,000
 8 1/2% Senior Notes due 2006                      299,196              299,109
 7 5/8% Senior Notes due 2008                      248,847              248,756
                                             --------------      --------------
                                                 1,579,793            1,698,390
Obligation under capital leases                     29,727               31,134
Acquisition obligation payable                      17,721               26,112
                                             --------------      --------------
                                                 1,627,241            1,755,636
Less: Current maturities of long-term debt          22,024               22,740
                                             --------------      --------------
                                             $   1,605,217       $    1,732,896
                                             ==============      ==============

As  of  September  30,  2000,  the  Company  had  unused  bank   commitments  of
approximately $466,000.


5.       Exchangeable Preferred Stock

Exchangeable Preferred Stock consists of the following:
                                                September 30,      December 31,
                                                    2000               1999
                                                ------------       ------------
$10.00 Series D Exchangeable Preferred Stock    $   195,997        $   195,588
$9.20 Series F Exchangeable Preferred Stock         121,256            120,941
$8.625 Series H Exchangeable Preferred Stock        243,663            243,160
                                                ------------       ------------
                                                $   560,916        $   559,689
                                                ============       ============


$10.00 Series D Exchangeable Preferred Stock

The  Company  authorized  2,000,000  shares  of $.01 par value  $10.00  Series D
Exchangeable  Preferred  Stock,  all of which  was  issued  and  outstanding  at
September 30, 2000 and December 31, 1999. The liquidation  and redemption  value
at September 30, 2000 and December 31, 1999 was $200,000.

$9.20 Series F Exchangeable Preferred Stock

The  Company  authorized  1,250,000  shares  of $.01 par  value  $9.20  Series F
Exchangeable  Preferred  Stock,  all of which  was  issued  and  outstanding  at
September 30, 2000 and December 31, 1999. The liquidation  and redemption  value
at September 30, 2000 and December 31, 1999 was $125,000.

$8.625 Series H Exchangeable Preferred Stock

The  Company  authorized  2,500,000  shares  of $.01 par value  $8.625  Series H
Exchangeable  Preferred  Stock,  all of which  was  issued  and  outstanding  at
September 30, 2000 and December 31, 1999. The liquidation  and redemption  value
at September 30, 2000 and December 31, 1999 was $250,000.


6.   Investment by Liberty Media

In April 2000, Liberty Media Corporation  ("Liberty Media") invested $200,000 in
cash in  exchange  for  8,000,000  shares,  or 5%, of the  Company's  issued and
outstanding shares of common stock,  subject to a one-year lockup, and a warrant
to purchase an additional  1,500,000  shares of the Company's  common stock. The
warrant  received by Liberty Media is  exercisable at $25 per share on or before
April 19, 2003. Additionally,  Liberty Media has received an option to acquire a
12.5% stake in the Company's newly formed subsidiary, Primedia Digital Video.


7.   Non-cash Compensation and Non-cash Non-recurring Charges

During the nine months ended September 30, 2000, the Company recorded $19,500 of
non-cash  compensation  charges  relating to the hiring and retention of certain
key executives. These non-cash compensation charges consist of a $7,062 pro-rata
charge related to 1,380,711 shares of common stock granted to a senior executive
in  1999,  and a  $12,438  charge  related  to the  extension  of  stock  option
expiration  periods for a senior  executive during the first quarter of 2000. At
September  30, 2000 and  December 31, 1999,  unearned  stock grant  compensation
balances of $8,188 and $15,250,  respectively,  are recorded on the accompanying
condensed consolidated balance sheets.

During the second  quarter of 2000,  the  Company  recorded  $7,400 of  non-cash
non-recurring  charges relating to the  recoverability  of certain assets of our
business-to-business segment.


8.   Provision for Severance, Closures and Integration Costs

During the nine months ended September 30, 2000, the Company  recorded $7,703 of
integration costs relating to a management reorganization. These costs have been
charged to operations as incurred. These integration costs consist of $5,506 for
consultants related to sourcing and integration  initiatives,  $1,478 related to
recruiting for senior  executives  hired during the first six months of 2000 and
$719 of other costs. Through September 30, 2000, approximately $7,100 of related
cash payments have been made. The remaining costs are expected to be paid during
2000.

During the second  quarter of 2000,  the Company  announced the details of plans
aimed largely at centralizing  many support  functions.  As part of these plans,
the  Company  has  consolidated  many back office  functions  including  but not
limited to certain accounting and purchasing functions. As a result, the Company
will  close  and  consolidate   fifteen  office  locations  and will terminate
approximately 225 individuals.

During the second and third quarters of 2000, in  conjunction  with these plans,
the Company has recorded  pre-tax  charges of $10,250 and $1,055,  respectively,
for a total of $11,305. The total charge recorded on the accompanying  condensed
consolidated statements of operations, is comprised of the following:  $7,364 of
severance  and other  employee  costs,  $1,947 of lease  obligations,  $1,761 of
contract  termination  costs related to pre-press and licensing  agreements  and
$233 of other exit costs.  As of September  30, 2000,  approximately  $1,400 has
been paid primarily  relating to severance.  The majority of the remaining costs
are  expected to be paid by the end of 2001 with the balance to be paid  through
the end of 2003.

The  Company is  currently  developing  additional  plans  aimed  largely at the
consolidation  of certain  functions,  and  accordingly may record an additional
provision for severance and closures of approximately $2,000 - $4,000 during the
fourth quarter of 2000.

During the first quarter of 1999,  the Company  discontinued  five  unprofitable
Primedia Workplace Learning product lines. In relation to these discontinuances,
the Company recorded a $22,000 charge for approximately $13,200 of cash payments
primarily related to transponder and office site leases and approximately $8,800
related to the  recoverability  of the related excess of purchase price over net
assets   acquired  and  certain  other   assets.   As  of  September  30,  2000,
approximately  $9,700 of the cash payments have been made. The remaining  $3,500
is expected to be paid during 2000 and 2001.

The  liabilities   representing  the  provision  for  severance,   closures  and
integration costs are included in accrued expenses and other on the accompanying
condensed consolidated balance sheets.



<PAGE>


9.       Comprehensive Loss

Comprehensive  loss for the nine and three months ended  September  30, 2000 and
1999 is presented in the following tables:


                                                      Nine Months Ended
                                              September 30,       September 30,
                                                  2000                1999
                                             --------------      --------------
Net loss                                     $     (89,518)      $     (67,975)
Other comprehensive income (loss):
  Unrealized loss on available-for-sale
     securities                                   (219,364)                  -
  Foreign currency translation adjustments            (619)                111
                                             --------------      --------------
Total comprehensive loss                     $    (309,501)      $     (67,864)
                                             ==============      ==============


                                                     Three Months Ended
                                              September 30,       September 30,
                                                  2000                1999
                                             --------------      --------------
Net loss                                     $     (43,019)      $     (17,097)
Other comprehensive income (loss):
  Unrealized loss on available-for-sale
     securities                                    (46,735)                  -
 Foreign currency translation adjustments             (411)                117
                                             --------------      --------------
Total comprehensive loss                     $     (90,165)      $     (16,980)
                                             ==============      ==============




10.      Loss per Common Share

Loss per share for the nine and three-month periods ended September 30, 2000 and
1999 has been  determined  based on net loss after  preferred  stock  dividends,
divided by the weighted  average  number of common  shares  outstanding  for all
periods  presented.  The effect of the assumed exercise of  non-qualified  stock
options was not included in the  computation  of diluted loss per share  because
the effect of inclusion would be antidilutive.


11.      Divestitures

On March 30, 2000,  the Company  announced its  intention to divest QWIZ,  Inc.,
Pictorial,  Inc. and 18 business  directories  ("Directories")  (see Note 1). At
that  time,  in  accordance  with  SFAS No.  121,  these  businesses  ceased  to
depreciate  their property and equipment and ceased to amortize their intangible
assets and excess of purchase price over net assets acquired.

On June 30, 2000, the Company completed the sale of Pictorial, Inc. to BISYS for
total  consideration of $129,000 in cash, which includes proceeds on the sale of
the business as well as payments  received  related to a non-compete  agreement.
The value of the non-compete  agreement is approximately $25,000 and is included
in deferred revenues on the accompanying condensed consolidated balance sheet as
of September  30, 2000.  The  non-compete  agreement is being  amortized  over a
15-year  period.  In connection  with the sale,  the Company  recorded a gain of
approximately  $17,700, net of estimated selling costs. The Company has used the
proceeds of this sale for repayment of borrowings under its credit facilities.

Total proceeds from the sales of Directories and QWIZ, Inc. are expected to
exceed their carrying  values and will primarily be used to pay down  borrowings
under the Company's  credit  facilities.  The net assets of Directories and
QWIZ,  Inc. are recorded at their  carrying value as net assets held for sale on
the accompanying  condensed consolidated balance sheet as of September 30, 2000.
The net assets held for sale as of September 30, 2000 are primarily comprised of
approximately  $54,000 of excess of purchase price over net assets  acquired and
other intangible assets, net.

During the quarter ended June 30, 2000, the Company  received $10,000 due to the
final  settlement  on a prior  period  divestiture.  This receipt is included in
other  income  on  the   accompanying   condensed   statements  of  consolidated
operations.


12.      Business Segment Information

On March 30,  2000,  the  Company  announced  a new  strategic  direction  which
included a management reorganization and a focus on building a fully integrated,
targeted  business-to-business  and consumer  media  company.  Accordingly,  the
Company's  operations  were  reclassified  into two new  segments,  consumer and
business-to-business   and  previously   reported  results  have  been  restated
accordingly  (see Note 1).  Information  as to the  operations of the Company in
different  business  segments  is set  forth  below  based on the  nature of the
targeted audience.  Primedia's chief decision-maker  evaluates performance based
on several factors,  of which the primary  financial measure is segment earnings
before interest, taxes,  depreciation,  amortization and other credits (charges)
("EBITDA").  Other credits (charges) include non-cash  compensation and non-cash
non-recurring charges,  provision for severance,  closures and integration costs
and gain (loss) on sale of businesses and other, net.

During  1999,  the Company  divested  the  supplemental  education  group (which
includes  Weekly  Reader  Corporation,  Primedia  Reference  Inc.  and  American
Guidance Service Inc.) ("SEG").  In addition,  during 2000, the Company divested
Pictorial and  Directories and plans to divest QWIZ.  Accordingly,  in 2000, the
Company  reclassified  SEG,  Pictorial,  QWIZ and Directories  as  Non-Core
Businesses  and has  restated  prior  periods.  The Company has  segregated  the
Non-Core Businesses from the aforementioned segments because the Company's chief
decision-maker  views these  businesses  separately  when  evaluating and making
decisions regarding ongoing operations.


<PAGE>
<TABLE>
<CAPTION>

                                                  Nine Months Ended                           Three Months Ended
                                                     September 30,                               September 30,
                                               2000                  1999                 2000                   1999
                                          ---------------     -----------------      ----------------     ----------------
Sales, Net:
<S>                                       <C>                  <C>                    <C>                   <C>
Consumer                                  $      828,830       $      771,040         $       274,532       $     257,380
Business-to-business                             369,545              348,419                 121,098             111,056
Eliminations                                        (800)                   -                    (800)                  -
Other:
          Non-Core Businesses                     34,049              140,995                   6,817              54,569
                                          ---------------     -----------------      ----------------     ----------------
Total                                     $    1,231,624       $    1,260,454         $       401,647       $     423,005
                                          ===============     =================      ================     ================


EBITDA (1):
Consumer                                  $      125,098       $      156,622         $        32,392       $      48,095
Business-to-business                              63,165               68,530                  18,662              19,128
Other:
       Corporate                                 (24,632)             (22,101)                 (8,316)             (8,170)
       Non-Core Businesses                         8,693               41,161                   1,288              19,614
                                          ---------------     -----------------      ----------------     ----------------
Total                                     $      172,324       $      244,212         $        44,026       $      78,667
                                          ===============     =================      ================     ================
</TABLE>

The following is a reconciliation of EBITDA to operating income (loss):
<TABLE>
<CAPTION>
                                                  Nine Months Ended                           Three Months Ended
                                                     September 30,                               September 30,
                                               2000                   1999              2000                      1999
                                           ----------------     ---------------      ----------------     ----------------
<S>                                        <C>                  <C>                   <C>                   <C>
Total EBITDA (1)                           $       172,324      $      244,212        $       44,026        $      78,667
Depreciation of property and equipment             (39,760)            (36,350)              (12,855)             (12,296)
Amortization of intangible assets, excess
   of purchase price over net assets
   acquired and other                              (98,279)           (126,676)              (31,857)             (39,642)
Non-cash compensation and non-cash
   non-recurring charges                           (26,900)                  -                (2,354)                   -
Provision for severance, closures and
   integration costs                               (19,008)            (22,000)               (2,291)                   -
Gain (loss) on sale of businesses and
   other, net                                       26,824                   -                (1,658)                   -
                                           ----------------     ---------------      ----------------     ----------------
Operating income (loss)                    $        15,201      $       59,186        $       (6,989)         $     26,729
                                           ================     ===============      ================     ================
</TABLE>
(1)  EBITDA   represents   earnings  before   interest,   taxes,   depreciation,
amortization and other credits (charges).


Earnings before interest,  taxes,  depreciation,  amortization and other credits
(charges),  or EBITDA,  is a widely used and commonly  reported standard measure
utilized by analysts,  investors and other interested parties in the analysis of
the media industry.  Other credits (charges)  include non-cash  compensation and
non-cash   non-recurring   charges,   provision  for  severance,   closures  and
integration  costs and gain (loss) on sale of businesses and other,  net. EBITDA
is included in the following  discussion to provide  additional  information for
determining  the  ability  of the  Company  to  meet  its  future  debt  service
requirements  and to pay cash  dividends on its preferred  stock.  EBITDA is not
intended to represent cash flow from  operations and should not be considered as
an alternative to net income or loss (as determined in conformity with generally
accepted  accounting  principles)  as an  indicator of the  Company's  operating
performance  or to cash flows as a measure of  liquidity.  This  information  is
disclosed herein to permit a more complete comparative analysis of the Company's
operating performance relative to other companies in its industry.  This measure
may not be comparable to similarly titled measures used by other companies.


13. Subsequent Events

In October 2000, the Company completed the sale of Directories to an acquisition
group formed by Bariston Partners, LLC. for $34,000 in cash.

In October 2000, the Company  announced that it has signed an agreement to merge
with About.com,  Inc.  About.com,  Inc. is a platform  comprised of a network of
more than 700 highly-targeted  topic-specific web sites.  Through the efforts of
knowledgeable human guides who manage the sites, the sites provide  high-quality
original  articles,  moderated  forums and chat  rooms and links to related  web
sites.  About.com,  Inc.'s sales were  approximately  $27,000 for the year ended
December 31, 1999.

This merger will create a leading  targeted media company,  which will provide a
vast array of marketing  solutions to  advertisers  and niche  content to users.
Under terms of the  agreement,  shareholders  of  About.com,  Inc.  will receive
45,200,000  shares of the Company or 2.3409 Company  shares for each  About.com,
Inc.  share.  The value of the  transaction  is $690,000  based on the Company's
October 27, 2000 closing price of $15.25 and About.com,  Inc.'s closing price of
$23.875.  This  transaction  will be accounted for under the purchase  method of
accounting  and is subject  to  Primedia's  and  About.com,  Inc.'s  shareholder
approval.  The  transaction,  which is also subject to regulatory  approval,  is
expected to close during the first quarter of 2001.

In addition to the above merger, the Company entered into an additional business
arrangement with About.com,  Inc. whereby the Company will provide approximately
$72,000 of advertising and promotional  services in exchange for an aggregate of
2,016,806  shares  of  common  stock  of  About.com,   Inc.  Except  in  limited
circumstances,  this arrangement will remain in effect regardless of whether the
merger is completed.

Through  November  14,  2000,  the Company  completed  two  acquisitions  in the
business-to-business  segment and acquired a  controlling  interest in an entity
included in the consumer segment.



<PAGE>


14. Financial Information for Guarantors of the Company's Debt

The  information  that  follows  presents  condensed   consolidating   financial
information  as of and for the  nine  months  ended  September  30,  2000 for a)
Primedia  Inc. (as the Issuer),  b) the guarantor  subsidiaries,  c) the foreign
non-guarantor   subsidiaries,   d)  the  unrestricted   Internet   non-guarantor
subsidiaries, e) elimination entries and f) the Company on a consolidated basis.

The condensed financial  statements of the guarantor  subsidiaries as of and for
the nine  months  ended  September  30,  1999 are  omitted  because  the Company
believes  the  separate  financial  statements  would  not  be  material  to the
shareholders  and potential  investors.  The total assets,  revenues,  income or
equity of non-guarantor subsidiaries,  both individually and on a combined basis
as of and for the nine months ended September 30, 1999 were  inconsequential  in
relation to the total assets, revenues, income or equity of the Company.

The condensed  consolidating  financial information includes certain allocations
based on  management's  best estimates and should be read in connection with the
condensed consolidated financial statements of the Company.

<PAGE>


14.  Financial Information For Guarantors of the Company's Debt (Continued)


                          PRIMEDIA INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                  (UNAUDITED)

                  For the Nine Months Ended September 30, 2000
                            (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                             Unrestricted
                                                                                Foreign        Internet               Primedia Inc.
                                                                  Guarantor   Non-Guarantor Non-Guarantor                 and
                                                   Primedia Inc. Subsidiaries Subsidiaries  Subsidiaries  Eliminations Subsidiaries
                                                  ----------------------------------------------------------------------------------
<S>                                                 <C>            <C>          <C>          <C>           <C>          <C>

Sales, net                                          $         -   $ 1,225,386   $    4,938   $    31,463   $  (30,163)  $ 1,231,624
Operating costs and expenses:
     Cost of goods sold                                       -       289,790        1,679        38,254      (30,163)      299,560
     Marketing and selling                                    -       276,184        1,435        12,325            -       289,944
     Distribution, circulation and fulfillment                -       174,570          584        13,857            -       189,011
     Editorial                                                -        90,886          313         2,828            -        94,027
     Other general expenses                                   -       133,761          752        27,613            -       162,126
     Corporate administrative expenses (excluding
        non-cash compensation)                           23,945             -            -           687            -        24,632
     Depreciation of property and equipment               1,377        34,330           75         3,978            -        39,760
     Amortization of intangible assets, excess
        of purchase price over net assets
        acquired and other                                  322        97,044          529           384            -        98,279
     Non-cash compensation and non-cash
        non-recurring charges                            19,500         7,400            -             -            -        26,900
     Provision for severance, closures and
        integration costs                                12,739         6,165            -           104            -        19,008
     Gain on sale of businesses and other, net                -       (17,947)           -        (8,877)           -       (26,824)
                                                  ----------------------------------------------------------------------------------

Operating income (loss)                                 (57,883)      133,203         (429)      (59,690)           -        15,201
Other income (expense):
     Interest expense                                  (104,869)       (4,284)        (281)            -            -      (109,434)
     Amortization of deferred financing costs                 -        (2,897)          (2)            -            -        (2,899)
     Equity in losses of subsidiaries                  (107,396)            -            -             -      107,396             -
     Intercompany management fees and interest          180,296      (180,296)           -             -            -             -
     Other, net                                             334         7,512         (291)           59            -         7,614
                                                  ----------------------------------------------------------------------------------
Net loss                                            $   (89,518)  $   (46,762)  $   (1,003)  $   (59,631)  $  107,396   $   (89,518)
                                                  ==================================================================================
</TABLE>


<PAGE>


14. Financial Information For Guarantors of the Company's Debt (Continued)



                      PRIMEDIA INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATING BALANCE SHEET
                               (UNAUDITED)

                           September 30, 2000
                        (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                 Unrestricted
                                                                      Foreign      Internet                   Primedia Inc.
                                                      Guarantor    Non-Guarantor Non-Guarantor                    and
                                       Primedia Inc. Subsidiaries   Subsidiaries  Subsidiaries  Eliminations  Subsidiaries
                                        -----------------------------------------------------------------------------------
ASSETS
Current assets:
<S>                                      <C>          <C>           <C>            <C>           <C>           <C>
    Cash and cash equivalents             $   8,892   $   16,838    $      3,836   $        95   $         -   $    29,661
    Accounts receivable, net                    367      255,806             736         3,842             -       260,751
    Intercompany receivables                257,100      334,327               -         3,772      (595,199)            -
    Inventories, net                              -       29,067              12         1,071             -        30,150
    Net assets held for sale                      -       48,347             249             -             -        48,596
    Prepaid expenses and other                8,524       42,466             107         2,886             -        53,983
                                        -----------------------------------------------------------------------------------
 Total current assets                       274,883      726,851           4,940        11,666      (595,199)      423,141

Property and equipment, net                   7,274      122,296             153        31,233             -       160,956
Investment in subsidiaries                  981,029            -               -             -      (981,029)            -
Other intangible assets, net                  2,543      516,619             712           949             -       520,823
Excess of purchase price over
   net assets acquired, net                 (13,254)   1,103,974           3,531         5,044             -     1,099,295
Deferred income tax asset, net              176,200            -               -             -             -       176,200
Other investments                           152,440        1,089               -        37,727             -       191,256
Other non-current assets                      4,779       84,954              13           124             -        89,870
                                        -----------------------------------------------------------------------------------
                                         $1,585,894  $ 2,555,783    $      9,349   $    86,743   $(1,576,228)  $ 2,661,541
                                        ===================================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
    Accounts payable                     $      450  $    69,770    $        284   $     1,873   $         -   $    72,377
    Intercompany payables                  (550,608)     970,950          13,046       161,811      (595,199)            -
    Accrued interest payable                 18,069            -               -             -             -        18,069
    Accrued expenses and other               76,275      145,771             251         5,024             -       227,321
    Deferred revenues                        25,834      230,910             553         6,405             -       263,702
    Current maturities of long-term debt      6,891       15,121               -            12             -        22,024
                                        -----------------------------------------------------------------------------------
       Total current liabilities           (423,089)   1,432,522          14,134       175,125      (595,199)      603,493
                                        -----------------------------------------------------------------------------------

Long-term debt                            1,579,744       25,466               -             7             -     1,605,217
                                        -----------------------------------------------------------------------------------
Intercompany notes payable                        -    2,139,960               -             -    (2,139,960)            -
                                        -----------------------------------------------------------------------------------
Other non-current liabilities                     -       21,427             246           939             -        22,612
                                        -----------------------------------------------------------------------------------
Exchangeable preferred stock                560,916            -               -             -             -       560,916
                                        -----------------------------------------------------------------------------------
Shareholders' deficiency:
    Common stock                              1,669            -               -             -             -         1,669
    Additional paid-in capital            1,342,626            -               -             -             -     1,342,626
    Accumulated deficit                  (1,332,522)  (1,061,532)         (4,857)      (92,542)    1,158,931    (1,332,522)
    Accumulated other comprehensive
      income (loss)                        (133,599)      (2,060)           (174)        3,214             -      (132,619)
    Unearned stock grant compensation        (8,188)           -               -             -             -        (8,188)
    Common stock in treasury, at cost        (1,663)           -               -             -             -        (1,663)
                                        -----------------------------------------------------------------------------------
       Total shareholders' deficiency      (131,677)  (1,063,592)         (5,031)      (89,328)    1,158,931      (130,697)
                                        -----------------------------------------------------------------------------------
                                         $1,585,894  $ 2,555,783    $      9,349   $    86,743  $ (1,576,228)  $ 2,661,541
                                        ===================================================================================
</TABLE>

<PAGE>


14. Financial Information For Guarantors of the Company's Debt (Continued)
    ----------------------------------------------------------------------


                         PRIMEDIA INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

                   For the Nine Months Ended September 30, 2000
                           (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                               Unrestricted
                                                                                  Foreign       Internet               Primedia Inc.
                                                                    Guarantor   Non-Guarantor Non-Guarantor                 and
                                                    Primedia Inc. Subsidiaries  Subsidiaries  Subsidiaries Eliminations Subsidiaries
                                                   ---------------------------------------------------------------------------------
Operating activities:
<S>                                                 <C>           <C>           <C>           <C>           <C>          <C>
    Net loss                                         $   (89,518)  $ (46,762)    $  (1,003)    $  (59,631)   $ 107,396    $ (89,518)
    Adjustments to reconcile net loss to
       net cash provided by (used in)
       operating activities:
       Depreciation and amortization                       1,699     134,271           606          4,362            -      140,938
       Gain on sale of businesses and other, net               -     (17,947)            -         (8,877)           -      (26,824)
       Accretion of discount on acquisition obligation
          and other                                          577       2,314             -              -            -        2,891
       Non-cash compensation and non-cash
          non-recurring charges                           19,500       7,400             -              -            -       26,900
       Equity in losses of subsidiaries                  107,396           -             -              -     (107,396)           -
       Intercompany (income) expense                    (180,296)    180,296             -              -            -            -
       Other, net                                            (11)        830            29              -            -          848
    Changes in operating assets and liabilities:
    (Increase) decrease in:
       Accounts receivable, net                             (322)    (30,825)         (100)        (1,226)           -      (32,473)
       Inventories, net                                        -         198            (4)         1,045            -        1,239
       Prepaid expenses and other                         (5,046)     (8,366)          (45)        (1,873)           -      (15,330)
    Increase (decrease) in:
       Accounts payable                                   (2,992)    (26,876)          (89)         1,018            -      (28,939)
       Accrued interest payable                           (1,310)          -             -              -            -       (1,310)
       Accrued expenses and other                          1,238      (1,693)           75          1,105            -          725
       Deferred revenues                                       -      (4,142)          (94)         3,399            -         (837)
       Other non-current liabilities                     (50,649)     50,312            (8)            26            -         (319)
                                                   ---------------------------------------------------------------------------------
         Net cash provided by (used in)
           operating activities                         (199,734)    239,010          (633)       (60,652)           -      (22,009)
                                                   ---------------------------------------------------------------------------------

Investing activities:
    Additions to property, equipment and other, net       (1,037)    (33,188)          (17)       (19,353)           -      (53,595)
    Proceeds from sales of businesses and other                -     131,667             -         10,372            -      142,039
    Payments for businesses acquired                           -     (23,201)            -         (1,242)           -      (24,443)
    Payments for other investments                       (45,428)     (3,660)            -        (18,325)           -      (67,413)
                                                   ---------------------------------------------------------------------------------

       Net cash provided by (used in)
         investing activities                            (46,465)     71,618           (17)       (28,548)           -       (3,412)
                                                   ---------------------------------------------------------------------------------

Financing activities:
    Intercompany activity                                207,833    (298,529)        1,805         88,891            -            -
    Borrowings under credit agreements                   436,550           -             -              -            -      436,550
    Repayments of borrowings under credit agreements    (549,800)         99          (290)             -            -     (549,991)
    Payments of acquisition obligation                    (3,685)     (6,248)            -              -            -       (9,933)
    Proceeds from issuances of common stock,
       net of redemptions                                209,743           -             -              -            -      209,743
    Taxes paid associated with stock option exercises    (16,891)          -             -              -            -      (16,891)
    Purchases of common stock for the treasury              (385)          -             -              -            -         (385)
    Dividends paid to preferred stock shareholders       (39,797)          -             -              -            -      (39,797)
    Deferred financing costs paid                              -        (175)            -              -            -         (175)
    Other                                                      2      (2,702)            -              -            -       (2,700)
                                                   ---------------------------------------------------------------------------------
       Net cash provided by (used in)
         financing activities                            243,570    (307,555)        1,515         88,891            -       26,421
                                                   ---------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents          (2,629)      3,073           865           (309)           -        1,000
Cash and cash equivalents, beginning of period            11,521      13,765         2,971            404            -       28,661
                                                   ---------------------------------------------------------------------------------
Cash and cash equivalents, end of period              $    8,892  $   16,838    $    3,836    $        95    $       -   $   29,661
                                                   =================================================================================
</TABLE>


<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

Primedia Inc.,  together with its subsidiaries,  is herein referred to as either
"Primedia" or the "Company."

The  following  discussion  and analysis of the  Company's  unaudited  financial
condition  and  results of  operations  should be read in  conjunction  with the
unaudited  condensed  consolidated  financial  statements and notes thereto.  On
March 30, 2000, the Company announced a new strategic direction,  which included
a management  reorganization and a focus on building a fully integrated targeted
business-to-business and consumer media company.  Accordingly, the Company's two
new segments are consumer and business-to-business.

Management believes a meaningful comparison of the results of operations for the
nine and three months ended September 30, 2000 and 1999 is obtained by using the
segment  information  and  by  presenting  results  from  continuing  businesses
("Continuing  Businesses") which exclude the results of the non-core  businesses
("Non-Core  Businesses").  The  Non-Core  Businesses  include  the  supplemental
education group (which includes Weekly Reader  Corporation,  Primedia  Reference
Inc. and American  Guidance  Service  Inc.)  ("SEG"),  which was divested in the
fourth quarter of 1999. The Company has divested Pictorial, Inc. and 18 business
directories and plans to divest QWIZ, Inc. by the end of the year.  Accordingly,
the results of  operations  for these  businesses  have been  excluded  from the
Company's business-to-business segment and reported as Non-Core Businesses.

The Company's  consumer segment  includes 124 targeted  magazines and associated
products with leading positions in such markets as teens - Seventeen; weddings -
Modern Bride; child care - American Baby;  city-specific - New York;  outdoors -
Fly  Fisherman  and  Sail;  automotive  - Sport  Compact  Car;  crafts  - Crafts
Magazine;  pets - Cats  and  equine  -  Equus;  consumer  guides  (including  79
apartment guides and 26 new home guides);  Channel One (the only daily news show
geared toward high school  students) as well as its Films for the Humanities and
Sciences  division,  and the newly formed Primedia Digital Video (a unit focused
on delivering consumer broadband video).

The  Company's  business-to-business  segment  includes 92  business-to-business
magazines  and 47  trade  shows  (including  leading  titles  in such  areas  as
telecommunications   -   Telephony;   media  -  Folio;   marketing   -  American
Demographics;  agriculture -Farm Industry News and entertainment  technologies -
Cable World);  workplace  learning  (including 15 video  networks and television
series in such areas as healthcare,  law enforcement and  automotive);  business
databases and directories  (including  Bacon's for the public relations industry
and Federal  Sources for government  information  technology  procurement),  and
IndustryClick, the Company's business-to-business Internet company.

The results from continuing  businesses for each segment include traditional and
new media  operations.  Starting in 1998, the Company has committed  significant
financial resources to the development of its new media businesses.  These units
leverage off of the traditional media businesses. The current levels of spending
have  reduced  total  EBITDA in the 2000  periods as compared to the prior year.
Funding for these  projects comes from the Company's cash flow and proceeds from
the sale of non-strategic units.

Results from the  Company's new media  operations  reflect  certain  adjustments
including the allocation of bundled revenues and various  intercompany  expenses
based on certain Internet  industry ranges and  methodologies.  All intercompany
transactions  between the traditional and new media operations are eliminated in
consolidation.

Prior period  results have been  restated to reflect the  Company's  new segment
reporting and  reclassification  of SEG,  Pictorial,  QWIZ, Inc. and 18 business
directories as Non-Core Businesses.

Earnings before interest,  taxes,  depreciation,  amortization and other credits
(charges),  or EBITDA,  is a widely used and commonly  reported standard measure
utilized by analysts,  investors and other interested parties in the analysis of
the media industry.  Other credits (charges)  include non-cash  compensation and
non-cash   non-recurring   charges,   provision  for  severance,   closures  and
integration  costs and gain (loss) on sale of businesses and other,  net. EBITDA
is included in the following  discussion to provide  additional  information for
determining  the  ability  of the  Company  to  meet  its  future  debt  service
requirements  and to pay cash  dividends on its preferred  stock.  EBITDA is not
intended to represent cash flow from  operations and should not be considered as
an alternative to net income or loss (as determined in conformity with generally
accepted  accounting  principles)  as an  indicator of the  Company's  operating
performance  or to cash flows as a measure of  liquidity.  This  information  is
disclosed herein to permit a more complete comparative analysis of the Company's
operating performance relative to other companies in its industry.  This measure
may not be comparable to similarly titled measures used by other companies.



<PAGE>


                         Primedia Inc. and Subsidiaries
                   Unaudited Results of Consolidated Operations
                              (dollars in thousands)
<TABLE>
<CAPTION>
                                                   Nine Months Ended                          Three Months Ended
                                                     September 30,                               September 30,
                                                 2000             1999                       2000           1999
                                            ---------------  --------------             -------------  -------------
Sales, Net:
<S>                                         <C>               <C>                       <C>              <C>
     Continuing Businesses:
         Consumer                            $     828,830    $    771,040               $    274,532    $   257,380
         Business-to-business                      369,545         348,419                    121,098        111,056
         Eliminations                                 (800)              -                       (800)             -
                                            ---------------  --------------             -------------  -------------
            Subtotal                             1,197,575       1,119,459                    394,830        368,436
     Non-Core Businesses                            34,049         140,995                      6,817         54,569
                                            ---------------  --------------             -------------  -------------
            Total                            $   1,231,624    $  1,260,454               $    401,647    $   423,005
                                            ===============  ==============             =============  =============


EBITDA:
     Continuing Businesses:
         Consumer                            $     125,098    $    156,622               $     32,392    $    48,095
         Business-to-business                       63,165          68,530                     18,662         19,128
         Corporate                                 (24,632)        (22,101)                    (8,316)        (8,170)
                                            ---------------  --------------             -------------  -------------
            Subtotal                               163,631         203,051                     42,738         59,053
     Non-Core Businesses                             8,693          41,161                      1,288         19,614
                                            ---------------  --------------             -------------  -------------
            Total                            $     172,324    $    244,212               $     44,026    $    78,667
                                            ===============  ==============             =============  =============


Operating Income (Loss):
     Continuing Businesses:
         Consumer                            $      37,400    $     66,930               $      3,590    $    17,824
         Business-to-business                        4,914          (8,598)                     2,606            837
         Corporate                                 (49,696)        (22,850)                   (13,501)        (8,416)
                                            ---------------  --------------             -------------  -------------
            Subtotal                                (7,382)         35,482                     (7,305)        10,245
     Non-Core Businesses                            22,583          23,704                        316         16,484
                                            ---------------  --------------             -------------  -------------
            Total                                   15,201          59,186                     (6,989)        26,729

Other Income (Expense):
     Interest expense                             (109,434)       (123,965)                   (34,114)       (42,429)
     Amortization of deferred
         financing costs                            (2,899)         (2,426)                      (960)          (855)
     Other, net                                      7,614            (770)                      (956)          (542)
                                            ---------------  --------------             -------------  -------------
Net Loss                                     $     (89,518)   $    (67,975)             $     (43,019)   $   (17,097)
                                            ===============  ==============             =============  =============
</TABLE>


<PAGE>


RESULTS OF OPERATIONS (dollars in thousands, except per share amounts)

Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999:

Consolidated Results:

Traditional media sales from Continuing  Businesses increased 7.7% to $1,197,619
in 2000 from $1,112,281 in 1999 due to growth in both segments.  New media sales
from  Continuing  Businesses  increased 82.1% to $30,119 in 2000 from $16,536 in
1999 due to growth in both  segments.  After the  elimination  of  inter-company
sales between the traditional and new media  businesses of $30,163 and $9,358 in
2000 and 1999, respectively,  sales from Continuing Businesses increased 7.0% to
$1,197,575 in 2000 from $1,119,459 in 1999 due to growth in both segments. Total
sales, including Non-Core Businesses,  decreased 2.3% to $1,231,624 in the first
nine months of 2000 from $1,260,454 in the 1999 period.

Traditional media EBITDA from Continuing  Businesses  increased 4.0% to $227,538
in 2000 from $218,720 in 1999, while new media EBITDA from Continuing Businesses
decreased  307.9% to  $(63,907)  in 2000 from  $(15,669)  in 1999.  EBITDA  from
Continuing  Businesses decreased 19.4% to $163,631 in 2000 from $203,051 in 1999
due to  decreases  in both  segments  caused by higher  investment  in new media
development.  Total EBITDA, including Non-Core Businesses,  decreased $71,888 or
29.4% to $172,324 in 2000 from $244,212 in 1999.

Operating income (loss) from Continuing Businesses,  including traditional media
and new media  operations,  decreased to $(7,382) in 2000 compared to $35,482 in
1999.  This change was due  primarily to the decrease in EBITDA caused by higher
investment  in new media  development.  The non-cash  compensation  and non-cash
non-recurring charges recorded in 2000 were offset by the decreased amortization
expense and the gain on sale of businesses  and other,  net recorded  during the
first  nine  months  of  2000.  Total  operating  income,   including   Non-Core
Businesses, decreased 74.3% to $15,201 in 2000 compared to $59,186 in 1999.

Interest expense decreased by 11.7% in the first nine months of 2000 compared to
1999. This decrease is the result of the Company's use of proceeds from the sale
of SEG and Pictorial and from the Liberty Media  investment to repay  borrowings
under its credit facilities.

Other income  (expense)  increased to $7,614 in 2000  compared to $(770) in 1999
primarily  due to a $10,000  final cash  settlement  received on a prior  period
divestiture.

Consumer:

Traditional media sales from Continuing Businesses increased 8.3% to $831,259 in
2000 from  $767,234 in 1999.  This  increase was due  primarily to  double-digit
growth at the  apartment  guides,  as well as strong growth in  advertising  and
circulation revenues at the enthusiast magazines. These increases were partially
offset by lower  single  copy  sales at the soap  opera and youth  entertainment
group titles.  New media sales from  Continuing  Businesses  increased  51.1% to
$15,587 in 2000 from  $10,317 in 1999  primarily  due to an increase in Internet
advertising at  apartmentguide.com  and magazine  related  web-sites.  After the
elimination  of  inter-company  sales  between  the  traditional  and new  media
businesses  of  $18,016  and $6,511 in 2000 and 1999,  respectively,  sales from
Continuing  Businesses  increased  7.5% to  $828,830 in the first nine months of
2000 from $771,040 in 1999.

Traditional media EBITDA from Continuing  Businesses  increased 2.2% to $171,793
in 2000  from  $168,050  in 1999.  The  traditional  media  EBITDA  margin  from
Continuing  Businesses  decreased to 20.7% in 2000 from 21.9% in 1999  primarily
due to reduced newsstand sales at the soap opera and youth  entertainment  group
titles,  as well as higher  paper  prices.  New  media  EBITDA  from  Continuing
Businesses decreased 308.6% to $(46,695) in 2000 from $(11,428) in 1999.
EBITDA  from  Continuing  Businesses  decreased  20.1% to  $125,098 in 2000 from
$156,622 in 1999. The EBITDA margin for Continuing Businesses decreased to 15.1%
in 2000 from 20.3% in 1999. The decrease is mostly attributable to significantly
increased  Internet  spending,  as well as reduced  newsstand  sales at the soap
opera and youth entertainment group titles and increased paper prices.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased 44.1% to $37,400 in 2000 from $66,930 in 1999. The
decrease in  operating  income was  primarily  attributable  to the  decrease in
EBITDA.  The provision for severance,  closures and  integration  costs recorded
during 2000 was offset by a decrease in amortization expense in 2000 as compared
to 1999.


Business-to-Business:

Traditional media sales from Continuing Businesses increased 6.2% to $366,360 in
2000 from $345,047 in 1999. The increase is primarily attributable to the growth
in  advertising  at certain  business-to-business  magazines and trade shows and
increased  clipping  revenues  at  Bacon's.  New  media  sales  from  Continuing
Businesses increased 133.7% to $14,532 in 2000 from $6,219 in 1999 primarily due
to growth at IndustryClick,  our business-to-business  Internet unit, as well as
new on-line products at Bacon's.  After the elimination of  inter-company  sales
between the traditional  and new media  businesses of $11,347 and $2,847 in 2000
and 1999,  respectively,  sales from  Continuing  Businesses  increased  6.1% to
$369,545 in the first nine months of 2000 from $348,419 in 1999.

Traditional media EBITDA from Continuing  Businesses  increased 10.8% to $79,344
in 2000  from  $71,620  in  1999.  The  traditional  media  EBITDA  margin  from
Continuing Businesses increased slightly to 21.7% in 2000 from 20.8% in 1999 due
primarily to strength at certain business-to-business  titles.  New media EBITDA
from Continuing  Businesses  decreased 423.6% to $(16,179) in 2000 from $(3,090)
in 1999.  EBITDA from  Continuing  Businesses  decreased 7.8% to $63,165 in 2000
from $68,530 in 1999. The EBITDA margin decreased to 17.1% in 2000 from 19.7% in
1999. The decrease is reflective of increased Internet investment.

Operating income (loss) from Continuing Businesses,  including traditional media
and new media operations, increased to $4,914 in 2000 from $(8,598) in 1999. The
increase in operating income is primarily  attributable to reduced  amortization
expense  in  2000  compared  to  1999  as  well  as the  $22,000  provision  for
product-line  closures  which was recorded  during 1999.  These  increases  were
partially offset by the decrease in EBITDA and $7,400 of non-cash  non-recurring
charges recorded during 2000.


<PAGE>


Three Months Ended  September 30, 2000 Compared to Three Months Ended  September
30, 1999:

Consolidated Results:

Traditional media sales from Continuing Businesses increased 8.6% to $396,878 in
2000 from $365,568 in 1999 due to growth in both segments.  New media sales from
Continuing Businesses increased 91.1% to $12,104 in 2000 from $6,333 in 1999 due
to growth in both segments. After the elimination of inter-company sales between
the traditional and new media businesses of $14,152 and $3,465 in 2000 and 1999,
respectively,  sales from  Continuing  Businesses  increased 7.2% to $394,830 in
2000  from  $368,436  in 1999  due to  growth  in both  segments.  Total  sales,
including Non-Core  Businesses,  decreased 5.0% to $401,647 in the third quarter
of 2000 from $423,005 in the 1999 period.

Traditional media EBITDA from Continuing  Businesses  increased 9.3% to $ 72,039
in 2000 from $ 65,939 in 1999, due to growth in both  segments,  while new media
EBITDA from  Continuing  Businesses  decreased  325.5% to $(29,301) in 2000 from
$(6,886) in 1999. EBITDA from Continuing  Businesses  decreased 27.6% to $42,738
in 2000 from  $59,053 in 1999 due to  decreases  in both  segments.  The biggest
factor   contributing  to  the  decline  was  higher  investment  in  new  media
development.  Total EBITDA, including Non-Core Businesses,  decreased $34,641 or
44.0% to $44,026 in 2000 from $78,667 in 1999.

Operating income (loss) from Continuing Businesses,  including traditional media
and new media  operations,  decreased to $(7,305) in 2000 compared to $10,245 in
1999.  The  decrease  in  operating  income was  primarily  attributable  to the
decrease in EBITDA.  The non-cash  compensation and the provision for severance,
closures and  integration  costs recorded  during the third quarter of 2000 were
substantially  offset by reduced  amortization  expense during the period due to
accelerated  amortization  methods.  Total  operating  income (loss),  including
Non-Core Businesses, decreased to $(6,989) in 2000 compared to $26,729 in 1999.

Interest  expense  decreased by 19.6% in the third  quarter of 2000  compared to
1999. This decrease is the result of the Company's use of proceeds from the sale
of SEG and Pictorial and from the Liberty Media  investment to repay  borrowings
under its credit facilities.


Consumer:

Traditional media sales from Continuing Businesses increased 8.5% to $277,252 in
2000 from  $255,520 in 1999.  This  increase was due  primarily to  double-digit
growth at the  apartment  guides,  as well as strong growth in  advertising  and
circulation revenues at the enthusiast magazines. These increases were partially
offset by lower  single  copy  sales at the soap  opera and youth  entertainment
group titles.  New media sales from  Continuing  Businesses  increased  49.1% to
$6,422 in 2000 from  $4,308 in 1999  primarily  due to an  increase  in Internet
advertising at apartmentguide.com.  After the elimination of inter-company sales
between the  traditional  and new media  businesses of $9,142 and $2,448 in 2000
and 1999,  respectively,  sales from  Continuing  Businesses  increased  6.7% to
$274,532 in the third quarter of 2000 from $257,380 in 1999.

Traditional media EBITDA from Continuing Businesses increased 5.3% to $55,797 in
2000 from $53,006 in 1999. The  traditional  media EBITDA margin from Continuing
Businesses  decreased  to 20.1% in 2000  from  20.7%  in 1999  primarily  due to
reduced newsstand sales at the soap opera and youth  entertainment  group titles
as well as higher  paper  prices.  New media EBITDA from  Continuing Businesses
decreased 376.6% to $(23,405) in 2000 from $(4,911) in 1999.
EBITDA  from  Continuing  Businesses  decreased  32.6% to  $32,392  in 2000 from
$48,095 in 1999. The EBITDA margin for Continuing  Businesses decreased to 11.8%
in 2000 from 18.7% in 1999. The decrease is mostly attributable to significantly
increased  Internet  spending,  as well as reduced  newsstand  sales at the soap
opera and youth entertainment group titles and higher paper prices.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased  79.9% to $3,590 in 2000 from $17,824 in 1999. The
decrease in  operating  income was  primarily  attributable  to the  decrease in
EBITDA.


Business-to-Business:

Traditional media sales from Continuing Businesses increased 8.7% to $119,626 in
2000 from $110,048 in 1999. The increase is primarily attributable to the growth
at certain business-to-business  magazines and trade shows. New media sales from
Continuing  Businesses  increased  180.6% to $5,682 in 2000 from  $2,025 in 1999
primarily  due to growth at  IndustryClick,  our  business-to-business  Internet
unit,  as well as new  on-line  products at Bacon's.  After the  elimination  of
inter-company  sales between the traditional and new media  businesses of $4,210
and  $1,017 in 2000 and 1999,  respectively,  sales from  Continuing  Businesses
increased 9.0% to $121,098 in the third quarter of 2000 from $111,056 in 1999.

Traditional media EBITDA from Continuing  Businesses  increased 17.5% to $24,428
in 2000  from  $20,789  in  1999.  The  traditional  media  EBITDA  margin  from
Continuing  Businesses  increased to 20.4% in 2000 from 18.9% in 1999  primarily
due to strength at certain  business-to-business  titles.  New media EBITDA from
Continuing  Businesses  decreased  247.1% to $(5,766)  in 2000 from  $(1,661) in
1999. EBITDA from Continuing  Businesses  decreased 2.4% to $18,662 in 2000 from
$19,128 in 1999.  The  EBITDA  margin  decreased  to 15.4% in 2000 from 17.2% in
1999. The decrease is reflective of increased Internet investment.

Operating income from Continuing Businesses, including traditional media and new
media operations, increased to $2,606 in 2000 from $837 in 1999. The increase in
operating income is primarily attributable to a decrease in amortization expense
during the third quarter of 2000 as compared to the similar period in 1999.


New Media Operations for Continuing Businesses:

The following presents information related to the Company's new media operations
for Continuing  Businesses as if they were conducted as stand-alone  businesses.
In June 1999, intercompany agreements were put in effect between the traditional
and new media operations. The following pro forma information was prepared as if
these  intercompany  agreements  were in place  effective  January 1, 1999.  The
Company  applied  certain  Internet  industry  ranges and  methodologies  to its
historical  operating  results to calculate pro forma results related to revenue
sharing  between the  traditional  and new media  businesses  for the  following
on-line transactions: sales of print products, third-party commerce, proprietary
product  sales,   subscriptions,   display  and  classified  advertisements  and
pay-per-use  services.  Pro forma adjustments  include the allocation of bundled
revenues and various  intercompany  expenses based on certain Internet  industry
ranges and methodologies.

The Company believes the accounting used for the pro forma adjustments  provides
a  reasonable  basis on which to present  the pro forma  results.  The pro forma
adjustments  relate to the period January 1, 1999 through June 30, 1999. The pro
forma new media information is provided for informational  purposes only, should
not be construed to be indicative of the historical  results had these new media
businesses  been  operated  as  stand-alone  operations  and is not  intended to
project future results of operations of the new media businesses.


                        Primedia Inc. and Subsidiaries
                  New Media Operations for Continuing Businesses
                         Nine Months Ended September 30,
<TABLE>
<CAPTION>
                                                                                      1999
                                       2000                   1999                 Pro Forma                1999
                                      Actual                 Actual               Adjustments            Pro Forma
                                 ------------------      ----------------       ---------------      ---------------
<S>                              <C>                      <C>                     <C>                 <C>
New Media Revenues:
   Consumer                      $         15,587         $       5,202           $   5,115(1)        $     10,317
   Business-to-business                    14,532                 6,219                   -                  6,219
                                 ------------------      ----------------       ---------------      ---------------
     Total                       $         30,119         $      11,421           $   5,115           $     16,536
                                 ==================      ================       ===============      ===============


New Media EBITDA (Loss) :
   Consumer                      $        (46,695)        $     (10,432)          $    (996)(2)       $    (11,428)
   Business-to-business                   (16,179)                 (389)             (2,701)(2)             (3,090)
   Corporate                               (1,033)                 (865)               (286)(2)             (1,151)
                                 ------------------      ----------------       ---------------      ---------------
     Total                       $        (63,907)        $     (11,686)          $  (3,983)          $    (15,669)
                                 ==================      ================       ===============      ===============
</TABLE>

                        Primedia Inc. and Subsidiaries
                 New Media Operations for Continuing Businesses
                        Three Months Ended September 30,


                                      2000                    1999
                                      Actual                  Actual
                                 ------------------      ----------------
New Media Revenues:
   Consumer                      $           6,422        $       4,308
   Business-to-business                      5,682                2,025
                                 ------------------      ----------------
     Total                       $          12,104        $       6,333
                                 ==================      ================


New Media EBITDA (Loss) :
   Consumer                      $         (23,405)       $      (4,911)
   Business-to-business                     (5,766)              (1,661)
   Corporate                                  (130)                (314)
                                 ------------------      ----------------
     Total                       $         (29,301)      $       (6,886)
                                 ==================      ================


(1) Represents the  allocation of the on-line  portion of bundled  classified ad
sales initiated by the consumer guides' traditional salesforce.

(2) Represents  commissions  charged by the traditional  media businesses to the
new media  businesses  primarily  for  on-line  advertising  and  subscriptions,
intercompany  advertising  expense  as well as general  administrative  services
provided.


Liquidity and Capital Resources

Consolidated working capital deficiency,  including net assets held for sale and
current  portion of  long-term  debt,  was  $180,352  at  September  30, 2000 as
compared  to  $200,458  at  December  31,  1999.  Consolidated  working  capital
deficiency  primarily  reflects the recording of deferred  revenues as a current
liability as well as the  expensing of most  advertising,  editorial and product
development costs as incurred. Consolidated working capital deficiency decreased
at September 30, 2000  primarily due to the  reclassification  of the assets and
liabilities  of QWIZ,  Inc. and 18 business  directories  to net assets held for
sale.

Net cash provided by (used in) operating activities during the nine months ended
September 30, 2000, after interest  payments of $108,191 in 2000 and $120,244 in
1999,  was $(22,009),  as compared to $40,704  during the same 1999 period,  due
primarily to increased new media  investment,  as well as other working  capital
changes. Net additions to property,  equipment and other were $53,595 during the
nine months ended  September 30, 2000 compared to $43,198 during the 1999 period
due primarily to increased spending on new office space and capitalized software
expenditures  associated with the Company's new media operations.  Net cash used
in  investing  activities  during  the nine  months  ended  September  30,  2000
decreased  to $3,412  compared  to  $125,724  in the same 1999 period due to the
lower level of acquisition spending in 2000 as well as proceeds from the sale of
Pictorial in 2000.  Net cash  provided by financing  activities  during the nine
months ended  September  30, 2000 was  $26,421,  compared to $90,531 in the same
1999  period.  Borrowings  were  higher  in  1999 to  fund  greater  acquisition
spending.

The  Company  believes  its  liquidity,  capital  resources  and  cash  flow are
sufficient to fund planned capital  expenditures,  working capital requirements,
interest and  principal  payments on its debt,  the payment of  preferred  stock
dividends and other anticipated expenditures for the foreseeable future.


Other Investments

CMGI, Inc.

In May 2000, the Company acquired 1,530,000 shares of common stock of CMGI, Inc.
in exchange for  8,000,000  shares,  or 5%, of the  Company's  common stock (par
value  $.01)  subject  to a one year  lockup.  The  transaction  was  valued  at
$164,000,  which  represents  the  fair  value  of the  Company's  common  stock
exchanged on the exchange date. In addition,  the Company recorded an unrealized
loss of $121,255  for the nine months  ended  September  30, 2000 related to its
investment  in CMGI.  This  unrealized  loss is recorded as a component of other
comprehensive loss for the nine months ended September 30, 2000. The Company and
CMGI have agreed to partner on various business-to-business Internet alliances.

Liberty Media

In April 2000, Liberty Media invested $200,000 in cash in exchange for 8,000,000
shares,  or 5%, of the Company's issued and outstanding  shares of common stock,
subject to a one-year lockup, and a warrant to purchase an additional  1,500,000
shares of the Company's  common stock.  The warrant received by Liberty Media is
exercisable at $25 per share on or before April 19, 2003. Additionally,  Liberty
Media has  received  an option to acquire a 12.5% stake in the  Company's  newly
formed  subsidiary,  Primedia  Digital Video, at fair market value. On April 20,
2000, the Company  completed its purchase of 625,000  shares of Liberty  Digital
Series A common stock at forty dollars per share for an aggregate purchase price
of $25,000. In addition,  the Company recorded an unrealized loss of $12,344 for
the nine months ended  September  30, 2000 related to its  investment in Liberty
Digital.  This unrealized loss is recorded as a component of other comprehensive
loss for the nine months ended September 30, 2000. The Company and Liberty Media
have agreed to partner on various consumer Internet and broadband initiatives.

Assets-for-Equity Transactions

In the first nine months of 2000, the Company entered various  assets-for-equity
transactions, some of which also included cash consideration.  Through September
30, 2000, the Company's investments totaled approximately $97,000, approximately
$20,000  of which  was in cash.  The  remainder  represents  the fair  values of
advertising,  content licensing and other services to be rendered by the Company
in exchange  for these equity  investments.  The Company  will  recognize  these
amounts as revenue as services are  rendered.  Revenue  recognized in connection
with these  assets-for-equity  transactions  was  approximately  $10,200 through
September 30, 2000.

The  Company  continually   evaluates  all  of  its  investments  for  potential
impairment  in  accordance  with  Statement  of Financial  Accounting  Standards
("SFAS") No. 121 , "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to  Be  Disposed  Of".  If an  investment  is  deemed  to be
permanently  impaired,  its carrying value will be reduced to fair market value.
As of September  30, 2000,  the Company's  management  believes that none of its
investments are permanently impaired.



Provision for Severance, Closures and Integration Costs

During the nine months ended September 30, 2000, the Company  recorded $7,703 of
integration costs relating to a management reorganization. These costs have been
charged  to  operations  as  incurred.   These   integration  costs  consist  of
approximately  $5,506  for  consultants  related  to  sourcing  and  integration
initiatives,  approximately  $1,478 related to recruiting for senior  executives
hired during the first six months of 2000 and approximately $719 of other costs.
Through September 30, 2000,  approximately  $7,100 of related cash payments have
been made. The remaining costs are expected to be paid during 2000.

During the second  quarter of 2000,  the Company  announced the details of plans
aimed largely at centralizing  many support  functions.  As part of these plans,
the  Company  has  consolidated  many back office  functions  including  but not
limited to certain accounting and purchasing functions. As a result, the Company
will  close  and  consolidate   fifteen  office  locations  and  will terminate
approximately 225 individuals.

During the second and third quarters of 2000, in  conjunction  with these plans,
the Company has recorded  pre-tax  charges of $10,250 and $1,055,  respectively,
for a total of $11,305.  The total charge is comprised of the following:  $7,364
of severance and other employee costs,  $1,947 of lease  obligations,  $1,761 of
contract  termination  costs related to pre-press and licensing  agreements  and
$233 of other exit costs. As of September 30, 2000 approximately $1,400 has been
paid primarily  relating to severance.  The majority of the remaining  costs are
expected to be paid by the end of 2001 with the  balance to be paid  through the
end of 2003.

The  Company is  currently  developing  additional  plans  aimed  largely at the
consolidation  of certain  functions,  and  accordingly may record an additional
provision for severance and closures of approximately $2,000 - $4,000 during the
fourth quarter of 2000.

Management  anticipates  that these plans will result in significant  savings in
2001.


Divestitures

On March 30, 2000,  the Company  announced its  intention to divest QWIZ,  Inc.,
Pictorial,  Inc. and 18 business directories  ("Directories").  At that time, in
accordance  with SFAS No.  121,  these  businesses  ceased to  depreciate  their
property and equipment and ceased to amortize their intangible assets and excess
of purchase price over net assets acquired.

On June 30, 2000, the Company completed the sale of Pictorial, Inc. to BISYS for
total  consideration of $129,000 in cash, which includes proceeds on the sale of
the business as well as payments  received  related to a non-compete  agreement.
The value of the non-compete  agreement is approximately $25,000 as of September
30, 2000. The non-compete agreement is being amortized over a 15-year period. In
connection with the sale, the Company recorded a gain of approximately  $17,700,
net of estimated  selling costs.  The Company has used the proceeds of this sale
for repayment of borrowings under its credit facilities.

Total  proceeds  from the sales of  Directories  and QWIZ,  Inc. are expected to
exceed their carrying  values and will primarily be used to pay down  borrowings
under the Company's credit  facilities.  The net assets of Directories and QWIZ,
Inc.  are  recorded  at their  carrying  value as net assets held for sale as of
September  30, 2000.  The net assets held for sale as of September  30, 2000 are
primarily  comprised of  approximately  $54,000 of excess of purchase price over
net assets acquired and other intangible  assets,  net.


Recent Developments

In October 2000, the Company completed the sale of Directories to an acquisition
group formed by Bariston Partners, LLC. for $34,000 in cash.

In October 2000, the Company  announced that it has signed an agreement to merge
with About.com,  Inc.. About.com,  Inc. is a platform  comprised of a network of
more than 700 highly-targeted  topic-specific web sites.  Through the efforts of
knowledgeable human guides who manage the sites, the sites provide  high-quality
original  articles,  moderated  forums and chat  rooms and links to related  web
sites.  About.com,  Inc.'s sales were  approximately  $27,000 for the year ended
December 31, 1999.

This merger will create a leading  targeted media company,  which will provide a
vast array of marketing  solutions to  advertisers  and niche  content to users.
Under terms of the  agreement,  shareholders  of  About.com,  Inc.  will receive
45,200,000  shares of the Company or 2.3409 Company  shares for each  About.com,
Inc.  share.  The value of the  transaction  is $690,000  based on the Company's
October 27, 2000 closing price of $15.25 and About.com,  Inc.'s closing price of
$23.875.  This  transaction  will be accounted for under the purchase  method of
accounting  and is subject  to  Primedia's  and  About.com,  Inc.'s  shareholder
approval.  The  transaction,  which is also subject to regulatory  approval,  is
expected to close during the first quarter of 2001.

In addition to the above merger, the Company entered into an additional business
arrangement with About.com,  Inc. whereby the Company will provide approximately
$72,000 of advertising and promotional  services in exchange for an aggregate of
2,016,806  shares  of  common  stock  of  About.com,   Inc.  Except  in  limited
circumstances,  this arrangement will remain in effect regardless of whether the
merger is completed.

Through  November  14,  2000,  the Company  completed  two  acquisitions  in the
business-to-business  segment and acquired a  controlling  interest in an entity
included in the consumer segment.

Impact of Inflation

The impact of inflation  was  immaterial  during 1999 and through the first nine
months of 2000.  Paper  prices  increased  significantly  through the first nine
months  of 2000.  In the first  nine  months of 2000,  paper  costs  represented
approximately  8% of the Company's total  operating costs and expenses.  Postage
for product  distribution  and direct mail  solicitations  is also a significant
expense  of  the  Company.   The  Company  uses  the  U.S.  Postal  Service  for
distribution  of many of its products and  marketing  materials.  Postage  costs
increased  approximately 4% in January 1999 and is expected to increase in 2001.
In the past, the effects of inflation on operating  expenses have  substantially
been offset by Primedia's  ability to increase selling prices. No assurances can
be given that the Company can pass such cost increases through to its customers.
In addition to pricing actions, the Company is continuing to examine all aspects
of the manufacturing and purchasing processes to identify ways to offset some of
these price increases.


Forward-Looking Information

This report contains certain forward-looking statements concerning the Company's
operations,  economic performance and financial condition.  These statements are
based upon a number of assumptions and estimates,  which are inherently  subject
to uncertainties and contingencies,  many of which are beyond the control of the
Company,  and reflect future  business  decisions,  which are subject to change.
Some of the assumptions may not materialize and unanticipated  events will occur
which can affect the Company's results.

<PAGE>


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the first nine-months of 2000, there were no significant  changes related
to the Company's market risk exposure.

<PAGE>


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  Primedia Inc.
                                  (Registrant)





Date:      November 14, 2000              /s/  Thomas S. Rogers
           ------------------------       --------------------------------------
                                                        (Signature)
                                          Chairman and Chief Executive Officer
                                                (Principal Executive Officer)






Date:      November 14, 2000                /s/  Lawrence R. Rutkowski
           ------------------------       --------------------------------------
                                                      (Signature)
                                             Executive Vice President and
                                                Chief Financial Officer
                                             (Principal Financial Officer)