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: June 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
July 31, 2000: 166,452,689


<PAGE>


                                 Primedia Inc.

                                     INDEX


                                                                        PAGE

Part I.  Financial Information

  Item 1.   Financial Statements

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

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

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

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

            Notes to Condensed Consolidated
            Financial Statements (Unaudited)                             6-17

  Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations                18-28

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk   29

  Item 4.   Submission of Matters to a Vote of Security Holders          30


Part II.   Other Information:

         Signatures                                                      31





<PAGE>

                             PRIMEDIA INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    June 30,                     December 31,
                                                                                      2000                          1999
                                                                              --------------------            -------------------
                                                                               (dollars in thousands, except per share amounts)

ASSETS
Current assets:
<S>                                                                           <C>                             <C>
     Cash and cash equivalents                                                $            31,228             $           28,661
     Accounts receivable, net                                                             244,899                        235,565
     Inventories, net                                                                      33,076                         32,709
     Net assets held for sale                                                              51,042                              -
     Prepaid expenses and other                                                            62,462                         36,480
                                                                              --------------------            -------------------
         Total current assets                                                             422,707                        333,415

Property and equipment, net                                                               156,225                        152,343
Other intangible assets, net                                                              531,576                        619,950
Excess of purchase price over net assets acquired, net                                  1,102,918                      1,215,406
Deferred income tax asset, net                                                            176,200                        176,200
Other non-current assets                                                                  271,344                        217,238
                                                                              --------------------            -------------------
                                                                              $         2,660,970             $        2,714,552
                                                                              ====================            ===================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable                                                         $            85,201             $          102,678
     Accrued interest payable                                                              17,916                         19,379
     Accrued expenses and other                                                           222,790                        217,737
     Deferred revenues                                                                    203,519                        171,339
     Current maturities of long-term debt                                                  21,966                         22,740
                                                                              --------------------            -------------------
         Total current liabilities                                                        551,392                        533,873
                                                                              --------------------            -------------------

Long-term debt                                                                          1,557,435                      1,732,896
                                                                              --------------------            -------------------
Other non-current liabilities                                                              23,973                         31,796
                                                                              --------------------            -------------------
Exchangeable preferred stock                                                              560,508                        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,  166,502,717  shares and  148,346,759
        shares issued at June 30, 2000 and December
        31, 1999, respectively)                                                             1,665                          1,483
     Additional paid-in capital                                                         1,339,528                        986,649
     Accumulated deficit                                                               (1,276,237)                    (1,203,207)
     Accumulated other comprehensive income (loss)                                        (85,473)                        87,364
     Unearned stock grant compensation                                                    (10,544)                       (15,250)
     Common stock in treasury, at cost (101,848 shares at June 30,
         2000 and December 31, 1999)                                                       (1,277)                        (1,277)
                                                                              --------------------            -------------------
         Total shareholders' deficiency                                                   (32,338)                      (144,238)
                                                                              --------------------            -------------------

                                                                              $         2,660,970             $        2,714,552
                                                                              ====================            ===================
</TABLE>

See notes to condensed consolidated financial statements (unaudited).


<PAGE>


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

                                                                                       2000                             1999
                                                                             ----------------------             --------------------
                                                                                (dollars in thousands, except per share amounts)
<S>                                                                          <C>                                <C>

Sales, net                                                                   $             829,977              $           837,449

Operating costs and expenses:
      Cost of goods sold                                                                   200,281                          190,687
      Marketing and selling                                                                176,846                          158,185
      Distribution, circulation and fulfillment                                            138,654                          142,828
      Editorial                                                                             65,073                           73,176
      Other general expenses                                                               104,510                           93,097
      Corporate administrative expenses (excluding $17,144 of
          non-cash compensation in 2000)                                                    16,315                           13,931
      Depreciation of property and equipment                                                26,906                           24,054
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                          66,422                           87,034
      Non-cash compensation and non-cash non-recurring charges                              24,544                                -
      Provision for severance, closures and integration costs                               16,718                           22,000
      Gain on sale of businesses and other, net                                            (28,482)                               -
                                                                             ----------------------             --------------------

Operating income                                                                            22,190                           32,457
Other income (expense):
      Interest expense                                                                     (75,319)                         (81,536)
      Amortization of deferred financing costs                                              (1,939)                          (1,571)
      Other, net                                                                             8,569                             (228)
                                                                             ----------------------             --------------------
Net loss                                                                                   (46,499)                         (50,878)

Preferred stock dividends - cash                                                           (26,531)                         (26,531)
                                                                             ----------------------             --------------------
Loss applicable to common shareholders                                       $             (73,030)             $           (77,409)
                                                                             ======================             ====================

Basic and diluted loss applicable to common shareholders per
      common share                                                           $                (.47)             $              (.53)
                                                                             ======================             ====================

Basic and diluted common shares outstanding                                            155,145,878                      144,984,704
                                                                             ======================             ====================
</TABLE>
See notes to condensed consolidated financial statements (unaudited).


<PAGE>

                     PRIMEDIA INC. AND SUBSIDIARIES
      CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                Three Months Ended
                                                                                                     June 30,

                                                                                        2000                               1999
                                                                              ----------------------            --------------------
                                                                                 (dollars in thousands, except per share amounts)
<S>                                                                           <C>                                <C>
Sales, net                                                                    $             425,527              $          426,313

Operating costs and expenses:
      Cost of goods sold                                                                    104,430                          97,494
      Marketing and selling                                                                  90,371                          79,075
      Distribution, circulation and fulfillment                                              67,286                          69,187
      Editorial                                                                              31,957                          37,120
      Other general expenses                                                                 51,125                          46,327
      Corporate administrative expenses (excluding $2,352 of
          non-cash compensation in 2000)                                                      8,203                           6,964
      Depreciation of property and equipment                                                 15,618                          11,735
      Amortization of intangible assets, excess of purchase
          price over net assets acquired and other                                           32,038                          42,630
      Non-cash compensation and non-cash non-recurring charges                                9,752                               -
      Provision for severance, closures and integration costs                                10,399                               -
      Gain on sale of businesses and other, net                                             (17,490)                              -
                                                                              ----------------------            --------------------

Operating income                                                                             21,838                          35,781
Other income (expense):
      Interest expense                                                                      (36,963)                        (41,118)
      Amortization of deferred financing costs                                               (1,000)                           (863)
      Other, net                                                                              9,057                           1,316
                                                                              ----------------------            --------------------
Net loss                                                                                     (7,068)                         (4,884)

Preferred stock dividends - cash                                                            (13,265)                        (13,266)
                                                                              ----------------------            --------------------
Loss applicable to common shareholders                                        $             (20,333)             $          (18,150)
                                                                              ======================            ====================

Basic and diluted loss applicable to common shareholders per
      common share                                                            $                (.13)             $             (.12)
                                                                              ======================            ====================

Basic and diluted common shares outstanding                                             161,034,718                      145,371,502
                                                                              ======================            ====================
</TABLE>
See notes to condensed consolidated financial statements (unaudited).


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

                                                                                            2000                          1999
                                                                                    ---------------                 --------------
                                                                                                 (dollars in thousands)
Operating activities:
<S>                                                                                 <C>                             <C>
     Net loss                                                                       $      (46,499)                 $     (50,878)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
       Depreciation and amortization                                                        95,267                        112,659
       Gain on sale of businesses and other, net                                           (28,482)                             -
       Accretion of discount on acquisition obligation
          and other                                                                          1,952                          2,615
       Non-cash provision for severance, closures and integration costs                          -                          8,809
       Non-cash compensation and non-cash non-recurring charges                             24,544                              -
       Other, net                                                                              412                         (1,099)
     Changes in operating assets and liabilities:
       Increase in:
       Accounts receivable, net                                                            (15,772)                       (12,572)
       Inventories, net                                                                     (1,721)                        (3,969)
       Prepaid expenses and other                                                          (14,922)                       (15,516)
       Increase (decrease) in:
       Accounts payable                                                                    (17,580)                       (27,695)
       Accrued interest payable                                                             (1,463)                         4,007
       Accrued expenses and other                                                           (7,083)                       (20,247)
       Deferred revenues                                                                   (10,470)                        (2,098)
       Other non-current liabilities                                                          (460)                            (4)
                                                                                    ---------------                 --------------

          Net cash used in operating activities                                            (22,277)                        (5,988)
                                                                                    ---------------                 --------------

Investing activities:
     Additions to property, equipment and other, net                                       (35,442)                       (25,018)
     Proceeds from sales of businesses and other                                           129,261                          5,370
     Payments for businesses acquired                                                       (7,314)                       (63,806)
     Payments for other investments                                                        (51,069)                        (4,630)
                                                                                    ---------------                 --------------

          Net cash provided by (used in) investing activities                               35,436                        (88,084)
                                                                                    ---------------                 --------------

Financing activities:
     Borrowings under credit agreements                                                    313,750                        624,227
     Repayments of borrowings under credit agreements                                     (475,228)                      (487,000)
     Payments of acquisition obligation                                                     (9,834)                       (10,833)
     Proceeds from issuances of common stock, net of redemptions                           206,232                          4,680
     Taxes paid associated with stock option exercises                                     (16,891)                             -
     Purchases of common stock for the treasury                                                  -                           (315)
     Dividends paid to preferred stock shareholders                                        (26,531)                       (26,531)
     Deferred financing costs paid                                                            (175)                        (3,177)
     Other                                                                                  (1,915)                          (875)
                                                                                    ---------------                 --------------

          Net cash provided by (used in) financing activities                              (10,592)                       100,176
                                                                                    ---------------                 --------------

Increase in cash and cash equivalents                                                        2,567                          6,104
Cash and cash equivalents, beginning of period                                              28,661                         24,538
                                                                                    ---------------                 --------------
Cash and cash equivalents, end of period                                            $       31,228                  $      30,642
                                                                                    ===============                 ==============

Supplemental information:
     Cash interest paid                                                             $       75,829                  $      77,533
                                                                                    ===============                 ==============

     Non-cash activities:
       Stock option exercise transactions                                           $       17,498                  $           -
                                                                                    ===============                 ==============
       Assets-for-equity transactions                                               $       25,483                  $           -
                                                                                    ===============                 ==============
       Exchange of the Company's common shares for
            common shares of CMGI, Inc.                                             $      164,000                  $           -
                                                                                    ===============                 ==============
</TABLE>
See notes to condensed consolidated financial statements.




<PAGE>


                           Primedia Inc.and Subsidiaries
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                    (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. The operating  results for the three
and  six-month  periods  ended  June 30 are not  necessarily  indicative  of the
results that may be expected for a full year.

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 Consumer
Magazine  and  Internet  Group,  Channel  One  Communications,   Films  for  the
Humanities and Sciences,  the Consumer Guides and related  Internet  operations.
The business-to-business  segment includes Intertec, Bacon's, Primedia Workplace
Learning, Primedia Information, QWIZ, Inc., Pictorial, 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." SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138,  is not  expected  to have a  material  impact on the  Company's  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. SAB 101 is not expected to have a material  impact on the Company's
financial statements.



<PAGE>



2.       Inventories, net

Inventories consist of the following:

                                         June 30,                 December 31,
                                            2000                       1999
                                   ------------------         ------------------
Finished goods                    $          11,437           $         10,459
Work in process                                 320                        315
Raw materials                                24,002                     23,707
                                   ------------------         ------------------
                                             35,759                     34,481
Less: Allowance for obsolescence              2,683                      1,772
                                   ------------------         ------------------
                                  $          33,076           $         32,709
                                   ==================         ==================


3.  Investments

Primedia Ventures' Investments in Marketable Securities

In the  first  quarter  of 2000,  the  Company  sold two of  Primedia  Ventures'
investments in marketable  securities for total proceeds of $11,279 and realized
a gain of $10,689,  which is included in gain on sale of  businesses  and other,
net on the accompanying condensed statement of consolidated operations.  At June
30, 2000, the cost and fair value of Primedia Ventures' investment in marketable
securities was $2,217 and $18,727,  respectively. At December 31, 1999, the cost
and fair value of Primedia  Ventures'  investments in marketable  securities was
$2,807 and  $91,789,  respectively.  These  investments  are  included  as other
non-current assets on the accompanying condensed consolidated balance sheets. In
addition,  the Company recorded an unrealized loss of $72,472 for the six months
ended June 30, 2000 related to a Primedia Ventures' investment.  This unrealized
loss is recorded as a component of other  comprehensive  loss for the six months
ended June 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. This investment is included as other non-current
assets on the accompanying  condensed  consolidated  balance sheet. In addition,
the Company recorded an unrealized loss of $93,907 for the six months ended June
30, 2000 related to its investment in CMGI.  This unrealized loss is recorded as
a component of other  comprehensive  loss for the six months ended June 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.  This  investment  is  included as other
non-current assets on the accompanying  condensed consolidated balance sheet. In
addition,  the Company  recorded an unrealized loss of $6,250 for the six months
ended  June  30,  2000  related  to its  investment  in  Liberty  Digital.  This
unrealized loss is recorded as a component of other  comprehensive  loss for the
six months ended June 30, 2000 (see Note 9).

Assets-for-Equity Transactions

In the first six months of 2000, the Company entered  various  assets-for-equity
transactions,  some of which also included cash consideration.  Through June 30,
2000, the Company's  investments totaled  approximately  $41,000,  approximately
$15,000 of which was in cash.  The  remainder  represents  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.  These  investments  are  included as other  non-current
assets and 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 immaterial through June
30, 2000.


4.       Long-term Debt

Long-term debt consists of the following:

                                            June 30,              December 31,
                                              2000                    1999
                                      ------------------      ------------------
Borrowings under credit facilities     $         883,750        $      1,050,525
10 1/4% Senior Notes due 2004                    100,000                 100,000
 8 1/2% Senior Notes due 2006                    299,167                 299,109
 7 5/8% Senior Notes due 2008                    248,816                 248,756
                                      ------------------      ------------------
                                               1,531,733               1,698,390
Obligation under capital leases                   30,380                  31,134
Acquisition obligation payable                    17,288                  26,112
                                      ------------------      ------------------
                                               1,579,401               1,755,636
Less: Current portion                             21,966                  22,740
                                      ------------------      ------------------
                                       $       1,557,435        $      1,732,896
                                      ==================      ==================

As of June 30, 2000, the Company had unused bank  commitments  of  approximately
$514,000.


5.       Exchangeable Preferred Stock

Exchangeable Preferred Stock consists of the following:

                                                  June 30,         December 31,
                                                    2000               1999
                                               ------------         -----------
$10.00 Series D Exchangeable Preferred Stock   $   195,861         $    195,588
$9.20 Series F Exchangeable Preferred Stock        121,151              120,941
$8.625 Series H Exchangeable Preferred Stock       243,496              243,160
                                               ------------         -----------
                                               $   560,508         $    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 June
30, 2000 and December 31, 1999. The liquidation and redemption value at June 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 June
30, 2000 and December 31, 1999. The liquidation and redemption value at June 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 June
30, 2000 and December 31, 1999. The liquidation and redemption value at June 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, at
fair market value.


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

During the six months  ended June 30,  2000,  the  Company  recorded  $17,144 of
non-cash  compensation  charges  relating to the hiring and retention of certain
key executives. These non-cash compensation charges consist of a $4,706 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
June 30, 2000 and December 31, 1999, unearned stock grant compensation  balances
of $10,544 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 six months  ended  June 30,  2000,  the  Company  recorded  $6,468 of
integration costs relating to a management reorganization. These costs have been
charged  to  operations  as  incurred.   These   integration  costs  consist  of
approximately  $5,000  for  consultants  related  to  sourcing  and  integration
initiatives,  approximately  $1,400 related to recruiting for senior  executives
hired during the first six months of 2000 and approximately $100 of other costs.
Through June 30, 2000,  approximately  $4,600 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  thirteen  office  locations  and  has  terminated
approximately 150 individuals.

During the second quarter of 2000, in conjunction  with these plans, the Company
recorded a pre-tax charge of $10,250.  The charge  recorded on the  accompanying
condensed consolidated statements of operations,  is comprised of the following:
$6,728 of  severance  and other  employee  costs,  $1,705 of lease  obligations,
$1,584  of  contract  termination  costs  related  to  pre-press  and  licensing
agreements  and $233 of other  exit  costs.  As of June 30,  2000  approximately
$1,000 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 out through the end of 2003.

The  Company is  currently  developing  additional  plans  aimed  largely at the
consolidation of certain  functions,  and accordingly  anticipates an additional
provision for severance and closures of approximately $3,000 - $5,000 during the
third 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 June 30, 2000,  approximately
$9,200 of the cash payments have been made. The remaining  $4,000 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 six and three months ended June 30, 2000 and 1999 is
presented in the following tables:


                                                          Six Months Ended
                                                   June 30,             June 30,
                                                     2000                 1999
                                                 ------------         ----------
Net loss                                         $  (46,499)          $ (50,878)
Other comprehensive loss:
   Unrealized loss on available-for-sale
      securities, net of income taxes              (172,629)                  -
   Foreign currency translation adjustments            (208)                 (6)
                                                 ------------         ----------
Total comprehensive loss                         $ (219,336)          $ (50,884)
                                                 ============         ==========


                                                        Three Months Ended
                                                   June 30,             June 30,
                                                     2000                 1999
                                                 ------------         ----------
Net loss                                         $   (7,068)          $  (4,884)
Other comprehensive income (loss):
   Unrealized loss on available-for-sale
      securities, net of income taxes              (107,923)                  -
   Foreign currency translation adjustments            (153)                 29
                                                 ------------         ----------
Total comprehensive loss                         $ (115,144)          $  (4,855)
                                                 ============         ==========


10.      Loss per Common Share

Loss per share for the six and three-month  periods ended June 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 ("the Directories") (see Note 1). At
that time, in accordance  with SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", 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 approximately  $129,000 in cash, which includes proceeds
on  the  sale  of the  business  as  well  as  payments  received  related  to a
non-compete agreement.  As of June 30, 2000, $115,000 had been received with the
remaining  consideration received in July 2000. In connection with the sale, the
Company  recorded a gain of  approximately  $18,400,  net of  estimated  selling
costs.  The  Company  has used  the  proceeds  of this  sale  for  repayment  of
borrowings under its credit facilities.

On July 27, 2000, the Company  announced an agreement to sell the Directories to
an acquisition  group formed by Bariston  Partners,  LLC. The Company expects to
complete the  divestiture  by the end of 2000.  Total proceeds from the sales of
the  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 the  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 June 30, 2000. The net assets held for sale as
of June 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
business-to-business  and consumer  targeted  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,  non-cash
non-recurring charges,  provision for severance,  closures and integration costs
and  gain on  sale  of  businesses  and  other,  net.  There  were  no  material
intersegment sales between the reported segments.

During  1999,  the Company  divested  the  supplemental  education  group (which
includes  Weekly  Reader  Corporation,  Primedia  Reference  Inc.  and  American
Guidance  Service  Inc.)  ("SEG").  In 2000,  the  Company  reclassified  SEG as
Non-Core Businesses and has restated prior periods accordingly.  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>

                                                          Six Months Ended                          Three Months Ended
                                                               June 30,                                  June 30,
                                                     2000                  1999                 2000                   1999
                                               ----------------     ----------------    -----------------     ----------------
Sales, Net:
<S>                                            <C>                   <C>                 <C>                   <C>
Consumer                                        $    554,298         $     513,660       $        282,104      $     260,313
Business-to-Business                                 275,679               262,143                143,423            137,358
Other:
  Non-Core Businesses                                      -                61,646                      -             28,642
                                               ----------------     ----------------    -----------------     ----------------
Total                                           $    829,977         $     837,449       $        425,527      $     426,313
                                               ================     ================    =================     ================


EBITDA (1):
Consumer                                        $     92,706         $     108,527       $         48,635      $      57,707
Business-to-Business                                  51,908                55,649                 31,724             33,268
Other:
  Corporate                                          (16,316)              (13,931)                (8,204)            (6,964)
       Non-Core Businesses                                 -                15,300                      -              6,135
                                               ----------------     ----------------    -----------------     ----------------
Total                                           $    128,298         $     165,545       $         72,155      $      90,146
                                               ================     ================    =================     ================

</TABLE>

The following is a reconciliation of EBITDA to operating income:
<TABLE>
<CAPTION>
                                                            Six Months Ended                         Three Months Ended
                                                                June 30,                                  June 30,
                                                      2000                    1999               2000                  1999
                                               ----------------     ----------------    -----------------     ----------------
<S>                                           <C>                   <C>                 <C>                   <C>
Total EBITDA (1)                                $    128,298         $     165,545       $         72,155      $     90,146
Depreciation of property and equipment               (26,906)              (24,054)               (15,618)          (11,735)
Amortization of intangible assets, excess
   of purchase price over net assets
   acquired and other                                (66,422)              (87,034)               (32,038)          (42,630)
Non-cash compensation and non-cash
   non-recurring charges                             (24,544)                    -                 (9,752)                -
Provision for severance, closures and
   integration costs                                 (16,718)              (22,000)               (10,399)                -
Gain on sale of businesses and other, net             28,482                     -                 17,490                 -
                                               ----------------     ----------------    -------------------   ----------------
Operating income                                $     22,190         $      32,457       $         21,838      $     35,781
                                               ================     ================    ===================   ================
</TABLE>

(1)  EBITDA   represents   earnings  before   interest,   taxes,   depreciation,
amortization and other credits (charges).



<PAGE>




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

The  information  that  follows  presents  condensed   consolidating   financial
information  as of and for the six months  ended June 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  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>


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


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

          For the Six Months Ended June 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                                          $         -    $  823,522   $    3,313     $  19,154   $  (16,012)  $   829,977
Operating costs and expenses:
     Cost of goods sold                                       -       195,360        1,069        18,085      (14,233)      200,281
     Marketing and selling                                    -       169,094        1,001         8,530       (1,779)      176,846
     Distribution, circulation and fulfillment                -       130,053          405         8,196            -       138,654
     Editorial                                                -        62,437          215         2,421            -        65,073
     Other general expenses                                   -        87,779          430        16,301            -       104,510
     Corporate administrative expenses (excluding
        non-cash compensation)                           15,956             -            -           359            -        16,315
     Depreciation of property and equipment                 896        24,069           49         1,892            -        26,906
     Amortization of intangible assets, excess
        of purchase price over net assets
        acquired and other                                  225        65,530          394           273            -        66,422
     Non-cash compensation and non-cash
        non-recurring charges                            17,144         7,400            -             -            -        24,544
     Provision for severance, closures and
        integration costs                                11,401         5,317            -             -            -        16,718
     Gain on sale of businesses and other, net                -       (18,693)           -        (9,789)           -       (28,482)
                                                  ----------------------------------------------------------------------------------

Operating income (loss)                                 (45,622)       95,176         (250)      (27,114)           -        22,190
Other income (expense):
     Interest expense                                   (72,227)       (2,903)        (189)            -            -       (75,319)
     Amortization of deferred financing costs                 -        (1,938)          (1)            -            -        (1,939)
     Equity in losses of subsidiaries                   (53,979)            -            -             -       53,979             -
     Intercompany management fees and interest          125,039      (125,039)           -             -            -             -
     Other, net                                             290         8,481         (210)            8            -         8,569
                                                  ----------------------------------------------------------------------------------

Net loss                                            $   (46,499)  $   (26,223)  $     (650)    $ (27,106)  $   53,979   $   (46,499)
                                                  ==================================================================================
</TABLE>


<PAGE>


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


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

                  June 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            $    7,946  $    19,375      $    3,568     $     339     $         -   $    31,228
    Accounts receivable, net                    626      239,625             723         3,925               -       244,899
    Intercompany receivables                265,489      254,660           5,085           307        (525,541)            -
    Inventories, net                              -       31,225              18         1,833               -        33,076
    Net assets held for sale                      -       50,659             383             -               -        51,042
    Prepaid expenses and other                3,128       58,278              88           968               -        62,462
                                        -------------------------------------------------------------------------------------
       Total current assets                 277,189      653,822           9,865         7,372        (525,541)      422,707

Property and equipment, net                   7,002      127,076             173        21,974               -       156,225
Investment in subsidiaries                  985,980            -               -             -        (985,980)            -
Other intangible assets, net                  2,732      527,059             759         1,026               -       531,576
Excess of purchase price over
   net assets acquired,net                  (13,345)   1,107,540           3,646         5,077               -     1,102,918
Deferred income tax asset, net              176,200            -               -             -               -       176,200
Other non-current assets                    136,582       90,147              11        44,604               -       271,344
                                        -------------------------------------------------------------------------------------
                                         $1,572,340  $ 2,505,644      $   14,454    $   80,053    $ (1,511,521) $  2,660,970
                                        =====================================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
   Accounts payable                      $      472  $    83,131      $      282    $    1,316    $          -  $     85,201
   Intercompany payables                   (580,954)     977,038          17,669       111,788        (525,541)            -
   Accrued interest payable                  17,916            -               -             -               -        17,916
   Accrued expenses and other                74,447      143,912             299         4,132               -       222,790
   Deferred revenues                          8,530      190,072             597         4,320               -       203,519
   Current maturities of long-term debt       6,886       15,054               -            26               -        21,966
                                        -------------------------------------------------------------------------------------
       Total current liabilities           (472,703)   1,409,207          18,847       121,582        (525,541)      551,392
                                        -------------------------------------------------------------------------------------
Long-term debt                            1,531,557       25,853               -            25               -     1,557,435
                                        -------------------------------------------------------------------------------------
Intercompany notes payable                        -    2,091,491               -             -      (2,091,491)            -
                                        -------------------------------------------------------------------------------------
Other non-current liabilities                     -       21,791             248         1,934               -        23,973
                                        -------------------------------------------------------------------------------------
Exchangeable preferred stock                560,508            -               -             -               -       560,508
                                        -------------------------------------------------------------------------------------
Shareholders' deficiency:
   Common stock                               1,665            -               -             -               -         1,665
   Additional paid-in capital             1,339,528            -               -             -               -     1,339,528
   Accumulated deficit                   (1,276,237)  (1,040,920)         (4,595)      (59,996)      1,105,511    (1,276,237)
   Accumulated other comprehensive income  (100,157)      (1,778)            (46)       16,508               -       (85,473)
   Unearned stock grant compensation        (10,544)           -               -             -               -       (10,544)
   Common stock in treasury, at cost         (1,277)           -               -             -               -        (1,277)
                                        ------------------------------------------------------------------------------------
         Total shareholders' deficiency     (47,022)  (1,042,698)         (4,641)      (43,488)      1,105,511       (32,338)
                                        ------------------------------------------------------------------------------------
                                         $1,572,340  $ 2,505,644      $   14,454    $   80,053   $  (1,511,521) $  2,660,970
                                        ====================================================================================
</TABLE>


<PAGE>



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


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

        For the Six Months Ended June 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                                     $   (46,499) $  (26,223)  $      (650)   $   (27,106)  $   53,979     $    (46,499)
    Adjustments to reconcile net loss to
       net cash provided by (used in)
       operating activities:
       Depreciation and amortization                   1,121      91,537           444          2,165            -           95,267
       Gain on sale of businesses and other,
          net                                              -     (18,693)            -         (9,789)           -          (28,482)
       Accretion of discount on acquisition
          obligation and other                           365       1,587             -              -            -            1,952
       Non-cash compensation and non-cash
          non-recurring charges                       17,144       7,400             -              -            -           24,544
       Equity in losses of subsidiaries               53,979           -             -              -      (53,979)               -
       Intercompany (income) expense                (125,039)    125,039             -              -            -                -
       Other, net                                        (10)        643          (221)             -            -              412
    Changes in operating assets and liabilities:
    (Increase) decrease in:
       Accounts receivable, net                         (580)    (13,764)         (119)        (1,309)           -          (15,772)
       Inventories, net                                    -      (1,994)          (10)           283            -           (1,721)
       Prepaid expenses and other                     (1,777)     (9,529)          (14)        (3,602)           -          (14,922)
    Increase (decrease) in:
       Accounts payable                               (2,971)    (14,942)         (128)           461            -          (17,580)
       Accrued interest payable                       (1,463)          -             -              -            -           (1,463)
       Accrued expenses and other                      5,411     (12,729)          106            129            -           (7,083)
       Deferred revenues                                   -     (11,748)          (36)         1,314            -          (10,470)
       Other non-current liabilities                      (1)       (544)           (6)            91            -             (460)
                                               -------------------------------------------------------------------------------------
         Net cash provided by (used in)
           operating activities                     (100,320)    116,040          (634)       (37,363)           -          (22,277)
                                               -------------------------------------------------------------------------------------
Investing activities:
    Additions to property, equipment and
       other, net                                       (284)    (22,723)          (20)       (12,415)           -          (35,442)
    Proceeds from sales of businesses and other            -     117,977             -         11,284            -          129,261
    Payments for businesses acquired                       -      (7,086)            -           (228)           -           (7,314)
    Payments for other investments                   (40,225)     (2,706)            -         (8,138)           -          (51,069)
                                               -------------------------------------------------------------------------------------
        Net cash provided by (used in)
          investing activities                       (40,509)     85,462           (20)        (9,497)           -           35,436
                                               -------------------------------------------------------------------------------------

Financing activities:
    Intercompany activity                            139,359    (187,496)        1,342         46,795            -                -
    Borrowings under credit agreements               313,750           -             -              -            -          313,750
    Repayments of borrowings under credit
       agreements                                   (475,000)       (137)          (91)             -            -         (475,228)
    Payments of acquisition obligation                (3,685)     (6,149)            -              -            -           (9,834)
    Proceeds from issuances of common stock,
       net of redemptions                            206,232           -             -              -            -          206,232
    Taxes paid associated with stock option
       exercises                                     (16,891)          -             -              -            -          (16,891)
    Dividends paid to preferred stock
       shareholders                                  (26,531)          -             -              -            -          (26,531)
    Deferred financing costs paid                          -        (175)            -              -            -             (175)
    Other                                                 20      (1,935)            -              -            -           (1,915)
                                               -------------------------------------------------------------------------------------
       Net cash provided by (used in)
         financing activities                         37,254    (195,892)        1,251         46,795            -          (10,592)
                                               -------------------------------------------------------------------------------------

Increase (decrease) in cash and cash
    equivalents                                       (3,575)      5,610           597            (65)           -            2,567
Cash and cash equivalents, beginning of period        11,521      13,765         2,971            404            -           28,661
                                               -------------------------------------------------------------------------------------
Cash and cash equivalents, end of period         $     7,946  $   19,375   $     3,568   $        339   $        -    $      31,228
                                               =====================================================================================
</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
business-to-business  and consumer  targeted  media  company.  Accordingly,  the
Company's two new segments are consumer and business-to-business.

The Company's  consumer segment  includes 116 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  77
apartment guides and 16 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 73  business-to-business
magazines  and 51  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.

Each  segment  includes  traditional  and new media  operations.  The Company is
committing  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
significant  cash  flow,  proceeds  from the sale of  non-strategic  units,  and
investments  from equity  partners such as Liberty Media,  which  purchased a 5%
interest in the Company.

Results of the Company's traditional media operations exclude certain businesses
that have  been  divested.  Results  from the  Company's  Internet  (new  media)
operations  reflect  certain  adjustments  including  the  allocation of bundled
revenues  and  various  intercompany   expenses.  The  following  discussion  of
traditional and new media results  includes certain  inter-company  transactions
between these businesses which are eliminated in consolidation.

Management believes a meaningful comparison of the results of operations for the
six and three  months  ended  June 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 plans to
divest  QWIZ,  Inc. and  18  business  directories  by the  end  of the  year.
Accordingly,  the results of operations  for these  businesses  will be excluded
from  the  Company's  business-to-business  segment  and  reported  as  Non-Core
Businesses upon completion of these divestitures.

Prior period  results have been  restated to reflect the  Company's  new segment
reporting and reclassification of SEG as a non-core business.

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,
non-cash   non-recurring   charges,   provision  for  severance,   closures  and
integration  costs and gain 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>
                                                                  Six Months Ended                 Three Months Ended
                                                                      June 30,                          June 30,
                                                                 2000            1999               2000            1999
                                                            -------------   -------------     --------------  --------------
Sales, Net:
<S>                                                         <C>              <C>              <C>             <C>

     Continuing Businesses:
         Consumer                                           $    554,298     $   513,660      $     282,104    $    260,313
         Business-to-business                                    275,679         262,143            143,423         137,358
                                                            -------------   -------------     --------------  --------------
             Subtotal                                            829,977         775,803            425,527         397,671
     Non-Core Businesses                                               -          61,646                  -          28,642
                                                            -------------   -------------     --------------  --------------
             Total                                          $    829,977     $   837,449      $     425,527    $    426,313
                                                            =============   =============     ==============  ==============


EBITDA:
     Continuing Businesses:
         Consumer                                           $     92,706     $   108,527      $      48,635    $     57,707
         Business-to-business                                     51,908          55,649             31,724          33,268
         Corporate                                               (16,316)        (13,931)            (8,204)         (6,964)
                                                            -------------   -------------     --------------  --------------
             Subtotal                                            128,298         150,245             72,155          84,011
     Non-Core Businesses                                               -          15,300                  -           6,135
                                                            -------------   -------------     --------------  --------------
             Total                                          $    128,298     $   165,545      $      72,155    $     90,146
                                                            =============   =============     ==============  ==============


Operating Income (Loss):
     Continuing Businesses:
         Consumer                                           $     33,810     $    49,106      $      15,275    $     26,912
         Business-to-business                                     24,575          (9,447)            23,648          11,514
         Corporate                                               (36,195)        (14,434)           (17,085)         (7,218)
                                                            -------------   -------------     --------------  --------------
             Subtotal                                             22,190          25,225             21,838          31,208
     Non-Core Businesses                                               -           7,232                  -           4,573
                                                            -------------   -------------     --------------  --------------
             Total                                                22,190          32,457             21,838          35,781

Other Expense:
     Interest expense                                            (75,319)        (81,536)           (36,963)        (41,118)
     Amortization of deferred
         financing costs                                          (1,939)         (1,571)            (1,000)           (863)
     Other, net                                                    8,569            (228)             9,057           1,316
                                                            -------------   -------------     --------------  --------------
Net Loss                                                    $    (46,499)    $   (50,878)     $      (7,068)   $     (4,884)
                                                            =============   =============     ==============  ==============
</TABLE>


<PAGE>



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

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999:

Consolidated Results:

Traditional media sales from continuing businesses increased 7.2% to $826,834 in
2000 from $771,202 in 1999 due to growth in both segments, largely the result of
a generally  robust  advertising  environment.  New media sales from  continuing
businesses increased 80.4% to $19,154 in 2000 from $10,620 in 1999 due to growth
in both  segments.  After the  elimination  of  inter-company  sales between the
traditional  and new media  businesses  of $16,011  and $6,019 in 2000 and 1999,
respectively,  sales from  Continuing  Businesses  increased 7.0% to $829,977 in
2000  from  $775,803  in 1999  due to  growth  in both  segments.  Total  sales,
including Non-Core Businesses, decreased .9% to $829,977 in the first six months
of 2000 from $837,449 in the 1999 period.

Traditional media EBITDA from Continuing  Businesses  increased 2.3% to $163,036
in 2000 from $159,326 in 1999, while new media EBITDA from Continuing Businesses
decreased  282.5%  to  $(34,738)  in 2000 from  $(9,081)  in 1999.  EBITDA  from
Continuing  Businesses decreased 14.6% to $128,298 in 2000 from $150,245 in 1999
due to  decreases  in both  segments  caused by higher  investment  in new media
development.  Total EBITDA, including Non-Core Businesses,  decreased $37,247 or
22.5% to $128,298 in 2000 from $165,545 in 1999.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased  12.0% to $22,190 in 2000  compared  to $25,225 in
1999.  This change was due  primarily to the decrease in EBITDA caused by higher
investment  in  new  media  development,   non-cash  compensation  and  non-cash
non-recurring charges, and the provision for severance, closures and integration
costs recorded  during 2000.  These items were  partially  offset by the gain on
sale of businesses and other,  net recorded  during the first six months of 2000
and the $22,000 charge related to  product-line  closures at Primedia  Workplace
Learning  recorded during the first six months of 1999. Total operating  income,
including  Non-Core  Businesses,  decreased 31.6% to $22,190 in 2000 compared to
$32,457 in 1999.

Interest  expense  decreased by 7.6% in the first six months of 2000 compared to
1999.  This  decrease is the result of the use of proceeds  from the sale of SEG
and the use of the Liberty Media cash investment to repay  borrowings  under its
credit facilities.

Other income  (expense)  increased to $8,569 in 2000  compared to $(228) 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 $554,007 in
2000 from  $511,714 in 1999.  This  increase was due  primarily to  double-digit
growth  at the  apartment  guides,  as well as  strong  advertising  at  certain
consumer and  enthusiast  magazine  properties.  These  increases were partially
offset by lower  single copy sales at the soap opera  titles and  certain  other
products  as well as lower  levels of  advertising  by  certain  advertisers  at
Channel  One.  New media sales from  Continuing  Businesses  increased  52.5% to
$9,165 in 2000 from  $6,009 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 $8,874  and  $4,063 in 2000 and 1999,  respectively,  sales  from
Continuing Businesses increased 7.9% to $554,298 in the first six months of 2000
from $513,660 in 1999.

Traditional media EBITDA from Continuing Businesses in 2000 was essentially flat
compared to 1999. The traditional media EBITDA margin from Continuing Businesses
decreased to 20.9% in 2000 from 22.5% in 1999 primarily due to reduced newsstand
sales at certain magazines, higher distribution costs at the consumer guides and
the  lower  levels  of  advertising  at  Channel  One.  EBITDA  from  Continuing
Businesses  decreased 14.6% to $92,706 in 2000 from $108,527 in 1999. The EBITDA
margin for Continuing  Businesses decreased to 16.7% in 2000 from 21.1% in 1999.
The  decrease  is  mostly  attributable  to  significantly   increased  Internet
spending,  as well as  reduced  newsstand  sales at  certain  magazines,  higher
distribution  costs at the consumer  guides and lower levels of  advertising  at
Channel One.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased 31.1% to $33,810 in 2000 from $49,106 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 5.1% to $272,827 in
2000 from $259,488 in 1999. The increase is primarily attributable to the growth
in advertising at certain business-to-business magazines and trade shows and due
to  increased  clipping  revenues  at Bacon's.  New media sales from  Continuing
Businesses  increased 116.6% to $9,989 in 2000 from $4,611 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 $7,137 and $1,956 in 2000
and 1999,  respectively,  sales from  Continuing  Businesses  increased  5.2% to
$275,679 in the first six months of 2000 from $262,143 in 1999.

Traditional media EBITDA from Continuing Businesses increased 8.8% to $62,453 in
2000 from $57,376 in 1999. The  traditional  media EBITDA margin from Continuing
Businesses  increased slightly to 22.9% in 2000 from 22.1% in 1999 due primarily
to  growth  at  Bacon's  and  certain  cost  controls.  EBITDA  from  Continuing
Businesses  decreased  6.7% to $51,908 in 2000 from $55,649 in 1999.  The EBITDA
margin decreased to 18.8% in 2000 from 21.2% 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 $24,575 in 2000 from  $(9,447) in 1999.
The increase in operating income is primarily  attributable to the approximately
$18,400 gain on sale of Pictorial  recorded during the second quarter of 2000 as
well as the $22,000  provision  for  product-line  closures  which was  recorded
during the first  quarter of 1999,  partially  offset by the $7,400 of  non-cash
non-recurring charges recorded during the second quarter of 2000.


<PAGE>


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

Consolidated Results:

Traditional media sales from Continuing Businesses increased 8.1% to $427,265 in
2000 from $395,218 in 1999 due to growth in both segments, largely the result of
a generally  robust  advertising  environment.  New media sales from  Continuing
Businesses  increased 74.3% to $10,336 in 2000 from $5,930 in 1999 due to growth
in both  segments.  After the  elimination  of  inter-company  sales between the
traditional  and new media  businesses  of $12,074  and $3,477 in 2000 and 1999,
respectively,  sales from  Continuing  Businesses  increased 7.0% to $425,527 in
2000  from  $397,671  in 1999  due to  growth  in both  segments.  Total  sales,
including Non-Core  Businesses,  decreased .2% to $425,527 in the second quarter
of 2000 from $426,313 in the 1999 period.

Traditional media EBITDA from Continuing  Businesses  increased 3.9% to $ 92,064
in 2000 from $ 88,582 in 1999, while new media EBITDA from Continuing Businesses
decreased  335.6%  to  $(19,909)  in 2000 from  $(4,571)  in 1999.  EBITDA  from
Continuing  Businesses  decreased  14.1% to $72,155 in 2000 from $84,011 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 $17,991 or 20.0% to $72,155 in 2000 from $90,146
in 1999.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased  30.0% to $21,838 in 2000  compared  to $31,208 in
1999.  The  decrease  in  operating  income was  primarily  attributable  to the
decrease in EBITDA. The non-cash compensation and non-cash non-recurring charges
and  the  provision  for  severance,   closures  and   integration   costs  were
substantially  offset by the gain on sale of businesses and other,  net recorded
during the second quarter of 2000. Total operating  income,  including  Non-Core
Businesses, decreased 39.0% to $21,838 in 2000 compared to $35,781 in 1999.

Interest  expense  decreased by 10.1% in the second  quarter of 2000 compared to
1999.  This  decrease is the result of the use of proceeds  from the sale of SEG
and the use of the Liberty Media cash investment to repay  borrowings  under its
credit facilities.

Other income  increased to $9,057 in 2000  compared to $1,316 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 9.6% to $284,019 in
2000 from  $259,158 in 1999.  This  increase was due  primarily to  double-digit
growth  at the  apartment  guides,  as well as  strong  advertising  at  certain
consumer and  enthusiast  magazine  properties.  These  increases were partially
offset by lower single copy sales at the soap opera  titles and other  products.
New media sales from  Continuing  Businesses  increased  39.6% to $4,928 in 2000
from $3,530 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 $6,843
and  $2,375 in 2000 and 1999,  respectively,  sales from  Continuing  Businesses
increased 8.4% to $282,104 in the second quarter of 2000 from $260,313 in 1999.

Traditional media EBITDA from Continuing Businesses increased 1.6% to $61,849 in
2000 from $60,884 in 1999. The  traditional  media EBITDA margin from Continuing
Businesses  decreased  to 21.8% in 2000  from  23.5%  in 1999  primarily  due to
reduced  newsstand sales at certain magazines and higher  distribution  costs at
the  consumer  guides.  EBITDA from  Continuing  Businesses  decreased  15.7% to
$48,635  in 2000  from  $57,707  in  1999.  The  EBITDA  margin  for  Continuing
Businesses decreased to 17.2% in 2000 from 22.2% in 1999. The decrease is mostly
attributable to significantly  increased Internet  spending,  as well as reduced
newsstand  sales at  certain  magazines  and  higher  distribution  costs at the
consumer guides.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  decreased 43.2% to $15,275 in 2000 from $26,912 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 5.3% to $143,246 in
2000 from $136,060 in 1999. The increase is primarily attributable to the growth
at certain  business-to-business  magazines and trade shows and due to increased
clipping  revenues  at  Bacon's.  New media  sales  from  Continuing  Businesses
increased  125.3% to $5,408 in 2000 from $2,400 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 $5,231  and  $1,102 in 2000 and 1999,
respectively, sales from Continuing Businesses increased 4.4% to $143,423 in the
second quarter of 2000 from $137,358 in 1999.

Traditional media EBITDA from Continuing  Businesses  increased 11.3% to $38,136
in 2000  from  $34,277  in  1999.  The  traditional  media  EBITDA  margin  from
Continuing  Businesses  increased to 26.6% in 2000 from 25.2% in 1999  primarily
due to growth at Bacon's  and certain  cost  controls.  EBITDA  from  Continuing
Businesses  decreased  4.6% to $31,724 in 2000 from $33,268 in 1999.  The EBITDA
margin decreased to 22.1% in 2000 from 24.2% in 1999. The decrease is reflective
of increased Internet investment.

Operating income from Continuing Businesses, including traditional media and new
media  operations,  increased  to  $23,648  in 2000 from  $11,514  in 1999.  The
increase in operating  income is primarily  attributable  to the $18,400 gain on
sale of  Pictorial  partially  offset by the  $7,400 of  non-cash  non-recurring
charges, which were recorded during the second quarter of 2000.


Internet Operations:

The following presents information related to the Company's Internet operations.
The  results  are pro forma for the first six months of 1999 and  present  these
Internet  operations as if they were  conducted as stand-alone  businesses.  Pro
forma  adjustments  include  the  allocation  of bundled  revenues  and  various
intercompany expenses.

The Company applied standard  Internet  industry ranges and methodologies to its
historical  operating  results to  calculate  pro forma  results  related to 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.

In June 1999,  intercompany  agreements  were put in effect and the  methodology
utilized in the previous 18 months was  consistent  with and  incorporated  into
these  agreements.  The following pro forma information was prepared as if these
intercompany agreements were in place effective January 1, 1999.

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
Internet information is provided for informational  purposes only, should not be
construed  to be  indicative  of  the  historical  results  had  these  Internet
operations  been  operated  as  stand-alone  operations  and is not  intended to
project future results of operations of the Internet businesses.

                                                  Primedia Inc. and Subsidiaries
                                                        Internet Operations
                                                     Six Months Ended June 30,
<TABLE>
<CAPTION>
                                                                                                     1999
                                                        2000                   1999                Pro Forma                1999
                                                       Actual                 Actual              Adjustments            Pro Forma
                                                 -----------------      ----------------     -----------------     ----------------
<S>                                               <C>                    <C>                   <C>                  <C>
Internet Revenues:
   Consumer                                       $       9,165           $        894          $     5,115(1)       $      6,009
   Business-to-business                                   9,989                  4,611                    -                 4,611
                                                 -----------------      ----------------     -----------------     ----------------
     Total                                        $      19,154           $      5,505          $     5,115          $     10,620
                                                 =================      ================     =================     ================

Internet EBITDA (Loss) :
   Consumer                                       $     (23,290)          $     (5,521)         $      (996)(2)       $     (6,517)
   Business-to-business                                 (10,545)                 1,201               (2,928)(2)             (1,727)
   Corporate                                               (903)                  (551)                (286)(2)               (837)
                                                 -----------------      ----------------     -----------------     ----------------
     Total                                        $     (34,738)          $     (4,871)         $    (4,210)          $     (9,081)
                                                 =================      ================     =================     ================
</TABLE>


                                                 Primedia Inc. and Subsidiaries
                                                       Internet Operations
                                                   Three Months Ended June 30,
<TABLE>
<CAPTION>
                                                                                                   1999
                                                        2000                   1999              Pro Forma               1999
                                                       Actual                 Actual            Adjustments            Pro Forma
                                                 -----------------      ----------------     -----------------     ----------------
<S>                                               <C>                     <C>                 <C>                     <C>
Internet Revenues:
   Consumer                                       $       4,928           $        527        $      3,003 (1)         $     3,530
   Business-to-business                                   5,408                  2,400                   -                   2,400
                                                 -----------------      ----------------     -----------------     ----------------
     Total                                        $      10,336           $      2,927        $      3,003             $     5,930
                                                 =================      ================     =================     ================
Internet EBITDA (Loss) :
   Consumer                                       $     (13,214)          $     (2,893)       $       (284)(2)         $    (3,177)
   Business-to-business                                  (6,412)                   497              (1,506)(2)              (1,009)
   Corporate                                               (283)                  (233)               (152)(2)                (385)
                                                 -----------------      ----------------     -----------------     ----------------
     Total                                        $     (19,909)          $     (2,629)       $     (1,942)            $    (4,571)
                                                 =================      ================     =================     ================
</TABLE>


(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
Internet  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 $128,685 at June 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 June 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 used in operating activities during the six months ended June 30, 2000,
after interest  payments of $75,829,  was $22,277,  as compared to $5,988 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  $35,442  during the six months  ended June 30,  2000  compared  to $25,018
during the 1999 period due  primarily to increased  spending on new office space
and capitalized  software  expenditures  associated with the Company's  Internet
operations.  Net cash provided by (used in) investing  activities during the six
months  ended June 30, 2000  increased  to $35,436  compared to $(88,084) in the
same 1999 period due to the lower level of acquisition  spending in 2000 as well
as proceeds from the sale of Pictorial. Net cash provided by (used in) financing
activities during the six months ended June 30, 2000 was $(10,592),  compared to
$100,176 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.

Investments by CMGI and Liberty Media

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 $93,907 for the six months ended June 30, 2000 related to its investment
in CMGI. This unrealized loss is recorded as a component of other  comprehensive
loss for the six months ended June 30, 2000. The Company and CMGI have agreed to
partner on various business-to-business Internet alliances.

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. The Company and
Liberty Media have agreed to partner on various consumer  Internet and broadband
initiatives.

<PAGE>


Provision for Severance, Closures and Integration Costs

During the six months  ended  June 30,  2000,  the  Company  recorded  $6,468 of
integration costs relating to a management reorganization. These costs have been
charged  to  operations  as  incurred.   These   integration  costs  consist  of
approximately  $5,000  for  consultants  related  to  sourcing  and  integration
initiatives,  approximately  $1,400 related to recruiting for senior  executives
hired during the first six months of 2000 and approximately $100 of other costs.
Through June 30, 2000,  approximately  $4,600 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  thirteen  office  locations  and  has  terminated
approximately 150 individuals.

During the second quarter of 2000, in conjunction  with these plans, the Company
recorded a pre-tax charge of $10,250.  The charge  recorded on the  accompanying
condensed consolidated statements of operations,  is comprised of the following;
$6,728 of  severance  and other  employee  costs,  $1,705 of lease  obligations,
$1,584  of  contract  termination  costs  related  to  pre-press  and  licensing
agreements  and $233 of other exit  costs.  As of June 30,  2000,  approximately
$1,000  has been paid  primarily  related  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  anticipates an additional
provision for severance and closures of approximately $3,000 - $5,000 during the
third 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 ("the Directories").  At that time,
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",  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 approximately  $129,000 in cash, which includes proceeds
on the sale of business as well as payments  received  related to a  non-compete
agreement.  As of June 30, 2000,  $115,000 had been  received with the remaining
consideration  received in July 2000. In connection  with the sale,  the Company
recorded a gain of approximately  $18,400,  net of estimated  selling costs. The
Company has used the proceeds of this sale for repayment of borrowings under its
credit facilities.

On July 27, 2000, the Company  announced an agreement to sell the Directories to
an acquisition  group formed by Bariston  Partners,  LLC. The Company expects to
complete the  divestiture  by the end of 2000.  Total proceeds from the sales of
the  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 the  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 June 30, 2000.


Impact of Inflation

The impact of  inflation  was  immaterial  during 1999 and through the first six
months of 2000.  Paper prices modestly  declined through the first six months of
2000. In the first six 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 six-months of 2000,  there were no significant  changes related
to the Company's market risk exposure.


<PAGE>



Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      The Annual Meeting of Shareholders was held on May 11, 2000.

(b) At the meeting,  incumbent  directors,  Thomas S.  Rogers,  Henry R. Kravis,
George R. Roberts,  Michael T. Tokarz, Perry Golkin, Charles G. McCurdy, Beverly
C. Chell, Meyer Feldberg and H. John Greeniaus were re-elected.

(c) Set forth below is a  description  of the items that were voted upon at such
meeting and the number of votes cast for, against or withheld,  plus abstentions
and broker non-votes, as to each such matter and director.

(i)      Election of Directors:

An election of nine  directors was held and the shares so present were voted for
as follows for the election of each of the following:

                            Number of                         Number of
                         Shares Voted for                  Shares Withheld
     Thomas S. Rogers       140,160,779                        439,498
     Beverly C. Chell       140,160,976                        439,301
     Meyer Feldberg         140,162,875                        437,402
     Perry Golkin           138,730,050                      1,870,227
     H. John Greeniaus      140,163,488                        436,789
     Henry R. Kravis        138,825,692                      1,774,585
     Charles G. McCurdy     140,156,387                        443,890
     George R. Roberts      140,158,287                        441,990
     Michael T. Tokarz      138,830,352                      1,769,925



(ii) The approval of the Company's Short-Term Senior Executive Non-Discretionary
Plan was ratified with  136,015,391  votes for, 167,608 votes against and 24,941
votes abstaining.

(iii) The approval of an additional 10 million  shares under the Company's  1992
Stock Purchase and Option Plan (as amended) was ratified with 132,320,122  votes
for, 5,110,570 votes against and 15,604 votes abstaining.

(iv) The approval of Deloitte & Touche LLP as independent public accountants for
the  Company  for the fiscal year ending  December  31, 2000 was  ratified  with
140,589,846 votes for, 5,303 votes against and 5,128 votes abstaining.




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






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