UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x                                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2006

OR

o                                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File number: 1-11106

PRIMEDIA Inc.

(Exact name of registrant as specified in its charter)

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No x

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (as defined in Exchange Act Rule 12b-2). Large accelerated filer o   Accelerated filer x   Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company Yes o    No x

The aggregate market value of the voting common equity of PRIMEDIA Inc. (“PRIMEDIA”) which is held by non-affiliates of PRIMEDIA, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2006, was approximately $193.2 million. The registrant has no non-voting common stock.

As of February 28, 2007, 264,521,995 shares of PRIMEDIA’s Common Stock were outstanding.

The following documents are incorporated into this Form 10-K by reference: Part III of this Report on Form 10-K incorporates information by reference from the registrant’s Proxy Statement for its 2007 Annual Meeting of shareholders to be held on May 23, 2007. The definitive Proxy Statement will be filed within 120 days of the end of the fiscal year ended December 31, 2006.

TABLE OF GUARANTORS

The address, including zip code, and telephone number, including area code, of each additional registrant’s principal executive office is 745 Fifth Avenue, New York, New York 10151 (212-745-0100).

These companies are listed as guarantors of the debt securities of the registrant. The consolidating financial statements of the Company depicting separately its guarantor and non-guarantor subsidiaries are presented as Note 26 of the notes to the consolidated financial statements. All of the equity securities of each of the guarantors set forth in the table above are owned, either directly or indirectly, by PRIMEDIA Inc., and there has been no default during the preceding 36 calendar months with respect to any indebtedness or material long-term leases of PRIMEDIA Inc. or any of the guarantors.

2

PRIMEDIA Inc.

Annual Report on Form 10-K

December 31, 2006

3

PART I

ITEM 1.                BUSINESS.

General

PRIMEDIA Inc. (“PRIMEDIA” or the “Company”) is a targeted media company and its properties comprise more than 100 brands that connect buyers and sellers through print publications, Internet sites, events, licensing, merchandising and video. PRIMEDIA products compete in two principal operating segments (i) Enthusiast Media, which encompasses PRIMEDIA’s consumer magazines, Internet sites, events, licensing and merchandising and video, and (ii) Consumer Guides, which publishes and distributes free print guides across the United States, and operates classified listing Internet websites.

The results of these segments, consistent with past practice, are regularly reviewed by the Company’s chief operating decision makers and the executive team to assess the performance of each segment and to determine resource allocations among the segments. During the fourth quarter of 2006, the Company announced that it would classify its Education segment as a discontinued operation, due to the extent of the Company’s decision to sell the assets in this segment.

During the first quarter of 2007, the Company announced that its Board of Directors had authorized the Company to explore the sale of its Enthusiast Media segment, as the market conditions are favorable, in lieu of exploring the spin-off of the Consumer Guides segment.

PRIMEDIA Enthusiast Media encompasses the Company’s consumer magazines, the Internet, events, licensing and merchandising.

Enthusiast Media Products

For the year ended December 31, 2006, in the Enthusiast Media segment, 56% of revenues were from advertising, 31% from circulation and 13% from other sources. Circulation revenue is divided between newsstand sales and subscriptions, at 58% and 42%, respectively.

Readers value enthusiast magazines for their targeted editorial content and also rely on them as primary sources of information in their topic areas. This aspect makes the enthusiast properties important media buys for advertisers. Advertising sales for the Company’s enthusiast magazines are generated largely by in-house sales forces. The magazines compete for advertising on the basis of circulation and the niche markets they serve. Each of the Company’s enthusiast magazines faces competition in its subject area from a variety of publishers and competes for readers on the basis of the high quality of its targeted editorial, which is provided by in-house and freelance writers.

Brands

The Company publishes 56 automotive magazines, including consumer automotive titles such as Automobile and Motor Trend which cater to the high-end and new car automotive market, as well as highly specialized enthusiast titles such as Hot Rod, Truckin’, Super Street, Lowrider, Motorcyclist, 4Wheel & Off-Road and Four Wheeler. The Company’s automotive magazines represent the largest portfolio of magazines in the automotive category. Supplementing the automotive print publications, PRIMEDIA has

4

a strong presence on the Internet with each of its related websites to each publication. In the high-end and new car markets, PRIMEDIA’s publications compete primarily against Car and Driver and Road and Track, both owned by Hachette Filipacchi Media U.S. Inc.

The Company is a publisher of magazines for other enthusiast markets with such titles as Stereophile, Power & Motoryacht and EQUUS. The Company also publishes numerous magazines targeting action sports enthusiasts such as Surfing, Skateboarder and Snowboarder. The Company’s major competition in the enthusiast market includes the titles comprising the Time4Media division of Time Warner Inc., which are under contract for sale to the Bonnier Group. The Company also competes in individual enthusiast markets with a number of smaller, privately-owned or regionally-based magazine publishers. PRIMEDIA publishes two soap opera magazines, Soap Opera Digest and Soap Opera Weekly, which compete with Bauer Publishing.

The Company is focused on building multiple online revenue streams, including subscriber acquisition, transactions that connect buyers and sellers, lead generation and pay-per-click and other online advertising. During 2006, the Company continued to develop its Internet strategy with the integration of Automotive.com and Equine.com, and the launch of a boats marketplace, based on the Equine.com transactional model.

Automotive.com, incorporated in 1999, has proven expertise in car sales lead generation, search engine marketing, search engine optimization and a technology platform that can drive increased traffic and ultimately monetize that traffic into high quality lead generation. To obtain full advantage from this acquisition, PRIMEDIA contributed the valuable assets associated with its 52 automotive Internet sites to Automotive.com, creating new revenue opportunities for its portfolio of established automotive brands. As automakers divert marketing dollars to the Internet and as auto dealers seek increased car sale leads, the combination of Automotive.com and the auto Internet sites provides a platform for maximizing advertising and lead generation revenues across all those sites.

The Company also operates Retailvision, a specialty magazine distribution company, which distributes both Enthusiast Media and third party titles, is the largest specialty distributor of magazines and related items in the U.S. The wholly-owned subsidiary works with over 300 publishers and 46,000 retail locations to distribute a portfolio of nearly 850 titles on a monthly basis.

Recent Developments

Sale of Outdoors

During the fourth quarter of 2006, the Company began the exploration of the sale of its Outdoors group within the Enthusiast Media segment,  which consisted primarily of its hunting, fishing and shooting titles. In the first quarter of 2007, the Company completed the sale of its Outdoors group for $170.0 million in cash. The sale presented the Company with an opportunity to realize significant value, while at the same time maintaining its position with the 18-55 male demographic.

Exploration of Sale of Enthusiast Media Segment

In February 2007, the Company announced that its Board of Directors had authorized the Company to explore the sale of its Enthusiast Media segment, as market and other conditions are favorable. PRIMEDIA has retained Goldman Sachs and Lehman Brothers to manage this process. If the sale is completed, the Company will apply the proceeds from the sale to pay down debt.

Consumer Guides Segment

PRIMEDIA Consumer Guides is a publisher and distributor of free guides in the United States with Apartment Guide/ApartmentGuide.com, New Home Guide/ NewHomeGuide.com and Auto

5

Guide/AutoGuide.com. All of Consumer Guides’ products are free, dedicated directories of category specific content that attract consumers who are actively in the market to rent an apartment or buy a new home or a pre-owned automobile.

Consumer Guides Products

The Company believes that the targeted nature of its integrated media products provides its advertising customers with some of the most cost-effective channels available to reach their customers. The Company distributes approximately 37 million print guides annually through its proprietary distribution network, DistribuTech, the leading national distributor of free publications with approximately 60,000 distribution locations. The Company’s online guides are visited by approximately 49 million users annually and are marketed to end users through print guides, search engine optimization, email marketing and online advertising we purchase on a non-exclusive basis through an advertising agency, which places advertisements with companies such as Google, MSN, Yahoo and Advertising.com.

Apartments

PRIMEDIA Consumer Guides is the largest publisher and distributor of rental apartment guides in the U.S. with Apartment Guide publications in 74 regional markets with a combined monthly circulation of 1.5 million. Most of the Company’s Apartment Guide publications are distributed monthly to primary retail locations and available free to the consumer. The majority of Apartment Guide advertising revenue is generated by large apartment community managers who need to fill vacant apartments. The Company provides large unit apartment listings through its retail distribution and national web site ApartmentGuide.com. The goal is to provide cost effective advertising generating quality results to the advertiser.

The year 2006 provided significant challenges to this business, including continued condominium conversion activity that limited existing and potential customers from Apartment Guide markets and decreased vacancy rates. The Company attributes Apartment Guide’s relative stability in adverse conditions to its brand leadership, both in print and online.  The industry is seeing a slight decrease in occupancy rates at the end of the fourth quarter at 94.2% versus 95.0% at the end of the third quarter.

Advertisers in Apartment Guide receive an integrated media program that includes advertising in their local Apartment Guide magazine as well as a listing on ApartmentGuide.com. ApartmentGuide.com attracts

6

approximately 1.6 million unique visitors per month and had over 17,000 apartment property listings as of December 31, 2006. The website offers many premium features not provided by its print products including virtual tours and flexible search functionality.

The majority of Apartment Guide customers purchase 12-month contracts, and, in 2006, approximately 88% of standard listing contracts were renewed when they expired. In 2006, Apartment Guide had more than 20,000 advertisers. Advertising in the apartment publications is generated by a 300 person sales force located throughout the United States. The Company’s national competitors, both print and online or online only, include Dominion Enterprises (publishers of For Rent), Network Communications Inc. (publishers of Apartment Finder), Classified Media Ventures (publisher of Apartments.com), and eBay (publishers of Rent.com).

In early 2006, the Company acquired RentClicks.com, an online marketplace for unit rental properties, which serves rental properties of less than 50 units, the largest segment of the rental market. RentClicks provides landlords, investors, and property managers with an efficient, easy to use Internet-based tool to advertise rental properties to qualified and informed rental customers. We believe that RentClicks provides a strong platform for growth that can both capture a new segment of the rental marketplace as well as recapture a portion of the Apartment Guide revenue lost to condominium conversion. In June 2006, the Company acquired HomeRentalAds.com and in January 2007, RentalHouses.com. These three websites target the less than 50 unit rental property market, which comprises about 85% of the total housing rental market. Effective February 2007, the apartment listings on Consumer Source’s RentalHouses.com, HomeRentalAds.com, RentClicks.com, and ApartmentGuide.com are accessible via the Company’s Rentals.com website, which now carries an estimated 62% of all paid small unit rental listings on the Internet.

New Homes

The Company is the leading publisher of new home guides with 33 publications in 25 major markets including Denver, Phoenix, Dallas-Fort Worth, Philadelphia, Orlando and Houston. The New Home Guide publications provide informational listings about featured new home communities with the majority of advertising revenue contributed by builders and developers. Most of the Company’s New Home Guide publications are published bi-monthly with a combined monthly circulation of approximately 700,000. The New Home Guide is available free to consumers at leading retailers in each market through the Company’s proprietary DistribuTech distribution network. New Home Guide advertisers purchase an integrated media package that includes advertising in their local print guide as well as a listing on Newhomeguide.com, which received over 3 million unique users in 2006 and featured almost 7,000 communities as of December 31, 2006. In 2006, the Company focused on strengthening its relationships with national clients.

The Company also owns the American Home Guide family of web sites that include 350 specific web sites that showcase new homes, including AmericanHomeGuides.com, FloridaGuide.com and ClickNewHomes.com. The Company’s New Home Guide clients are also listed on the American Home Guide family of sites, providing its advertisers with maximum exposure to potential new home buyers. Over 10 million visitors used the Company’s New Home websites in 2006. The Company’s New Home properties compete primarily with local newspapers and national competitors such as Network Communications, Inc. (publishers of New Home Finder), and Move, Inc. (publisher of Move.com).

Autos

The Company’s newest guide roll-out is Auto Guide and AutoGuide.com. Consumer Guides launched its first Auto Guide in Charlotte, North Carolina in March 2004 and expanded its presence to a total of 13 automotive publications in North Carolina, Georgia, Florida, Southern California, Wisconsin and New England. The Company believes that the auto sector represents an attractive opportunity for growth with

7

an addressable advertising market that is greater than that of its core apartment advertising market. The Company attributes its ability to expand into this space to the availability of its proprietary distribution channels, successful direct media sales experience and results-driven business model that proves the value of its advertising to its clients.

Auto Guide markets an integrated media program to auto dealers that advertises their pre-owned auto inventory in high quality local publications available free to consumers at leading local retailers as well as on the national web site AutoGuide.com. AutoGuide.com, which was launched in the third quarter of 2005, includes comprehensive technical information on all auto listings, flexible search functionality and several advanced listing features that will allow dealers to highlight certain portions of their auto inventory.

Auto Guide competes in each local market with traditional mass media, including local television, radio, newspaper and outdoor. On a national basis, the Company’s main competitors are Trader Publishing Company (publisher of Auto Trader and Auto Mart), Classified Media Ventures (publisher of Cars.com) and eBay (publisher of eBay Automotive).

DistribuTech

DistribuTech, the nation’s largest distributor of free publications distributes PRIMEDIA’s consumer guides and over 2,400 third-party titles. In 2006, publications were distributed to approximately 60,000 leading grocery, convenience, video and drug stores, universities, military bases, major employers and other locations in 73 metropolitan areas. Approximately one-third of these locations have exclusive distribution agreements with DistribuTech. The guides are typically displayed in free-standing, multi-pocket racks located in high-visibility, high traffic locations at the entrance or exit of major retailers. DistribuTech generates revenues by leasing rack pockets to other publications and providing warehousing and delivery distribution services to these publications. DistribuTech stocks the racks at each location an average of two to three times per week. DistribuTech competes for third-party publication distribution primarily on the basis of its prime retail locations and its service. DistribuTech’s principal competitor is Dominion Distribution Services, a division of Dominion Enterprises.

Divestitures

The Company has traditionally managed its portfolio of media assets by opportunistically divesting assets no longer part of to the Company’s overall strategy. In 2006, PRIMEDIA continued to focus on reducing the amount of debt on its balance sheet.

In September 2006, the Company discontinued and sold its Gems group within the Enthusiast Media segment.  In the fourth quarter of 2006, the Company announced that it had agreed to sell its Outdoors group, which consists primarily of its hunting, fishing and shooting titles. The sale presented the Company with an opportunity to realize significant value. The sale was completed during the first quarter of 2007. Also during the fourth quarter of 2006, the Company announced that it would classify its Education segment as a discontinued operation, in accordance with accounting principles generally accepted in the United States, due to the Company’s decision to sell the assets in this segment.

During 2006, the Company completed the sales of its Crafts and History groups which were classified as discontinued operations during 2005.

Financial results for these divestitures and divestitures planned as of December 31, 2006 are reported in discontinued operations on the statements of consolidated operations for all periods presented.

Production and Fulfillment

Virtually all the Company’s print products are printed and bound by independent printers. The Company believes that because of its buying power, outside printing services have been and can be

8

purchased at favorable prices. The Company provides most of the content for its Web sites but outsources technology and production.

The principal raw material used in the Company’s products is paper which is purchased directly from several paper mills, including three of the industry’s largest paper mills, and from merchants. Paper prices did not increase during 2006.

The Company uses the U.S. Postal Service for distribution of many of its products and marketing materials and is therefore subject to postal rate changes. Many of the Company’s products are packaged and delivered to the U.S. Postal Service directly by the printers. Other products are sent from warehouses and other facilities operated by the Company. Postal rates did not increase in 2005, however in early 2006 postal rates increased by approximately 5.4%.

In the future, the Company may be affected by cost increases driven by inflation or market conditions.

Company Explores Sale of its Enthusiast Media Businesses in Lieu of Spin-Off

In late 2005, the Company announced that its Board of Directors authorized management to explore the separation of its businesses via a tax-free spin-off into two separate publicly-traded companies. The plan contemplated a spin-off of PRIMEDIA’s Consumer Guides segment. In furtherance of the assessment of a potential spin-off, the Board of Directors approved the filing of a ruling request with the Internal Revenue Service and a Form 10 with the Securities and Exchange Commission (“SEC”). The Company has received a favorable IRS ruling and has taken substantial steps to finalize the registration statement on Form 10 and comply with the applicable rules and regulations of the Securities and Exchange Commission related thereto.

In February 2007, however, the Company announced that its Board of Directors had authorized the Company to explore the sale of its Enthusiast Media segment, as the market conditions are favorable, in lieu of exploring the spin-off. PRIMEDIA has retained Goldman Sachs and Lehman Brothers to manage this process. If the sale is completed, the Company will apply the proceeds from the sale to pay down debt. The spin-off remains an option.

Employees

During 2006, the Company’s headcount declined primarily due to divestitures and consolidation of certain functions. As of December 31, 2006, the Company had approximately 2,800 full time equivalent employees compared to approximately 3,200 at the end of 2005. None of its employees are union members. Management considers its relations with its employees to be good.

Company Organization

PRIMEDIA was incorporated on November 22, 1991 in the State of Delaware. The principal executive office of the Company is located at 745 Fifth Avenue, New York, New York, 10151; telephone number (212) 745-0100.

The Company holds regular conference calls to inform investors about the Company. To obtain information on these calls or to learn more about the Company please contact:

ERIC M. LEEDS

Senior Vice President, Investor Relations

Tel: 212-745-1885

9

The 2007 PRIMEDIA Annual Meeting of Shareholders will be held on Wednesday, May 23, 2007 at 10 a.m, at the Peninsula Hotel, 700 Fifth Avenue, New York, NY.

Available Information

The Company’s Internet address is: www.primedia.com. The Company makes available free of charge through its Web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as any other filings, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.

ITEM 1A.        RISK FACTORS

Set forth below are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Annual Report.

General economic trends, as well as trends in advertising spending and competition, may reduce our advertising and circulation revenues.

Our advertising revenues are subject to the risks arising from adverse changes in domestic and global economic conditions and possible shifting of advertising spending amongst media. A decline in the level of business activity of certain of our advertisers, including U.S. and non-U.S. automobile manufacturers, could have an adverse effect on our revenues and profit margins. Additionally, high levels of condominium conversions limited existing and potential customers from Apartment Guide markets and decreased vacancy rates in markets with higher condominium conversions, constraining growth in our Consumer Source segments. Extraordinary weather conditions can impact newsstand sales, advertising revenues and other revenues like distribution. Any adverse impact of economic conditions on the Company is difficult to predict but it may result in reductions in advertising revenue. Additionally, if geopolitical events negatively impact the economy or advertising spending patterns change, our results of operations may be adversely affected.

We have substantial indebtedness, which consumes a significant portion of the cash flow that we generate.

A significant portion of our cash flow is dedicated to the payment of interest on indebtedness which reduces funds available for capital expenditures and business opportunities and may limit our ability to respond to adverse developments in our business or in the economy.

Our debt instruments limit our business flexibility by imposing operating and financial restrictions on our operations.

The agreements and indentures governing our indebtedness impose specific operating and financial restrictions on us. These restrictions impose conditions or limitations on our ability to, among other things:

·       change the nature of our business;

·       incur additional indebtedness;

·       create liens on our assets;

·       sell assets;

·       issue stock;

·       engage in mergers, consolidations or transactions with our affiliates;

·       make investments in or loans to specific subsidiaries;

10

·       make guarantees or specific restricted payments; and

·       declare or make dividend payments on our common stock.

Our failure to comply with the terms and covenants in our indebtedness could lead to a default under the terms of those documents, which would entitle the lenders to accelerate the indebtedness and declare all amounts owed due and payable. Moreover, the instruments governing almost all of our indebtedness contain cross-default provisions so that a default under any of our indebtedness may result in a default under our other indebtedness. If a cross-default occurs, the maturity of almost all of our indebtedness could be accelerated and become immediately due and payable. If that happens, we might not be able to satisfy our debt obligations, which could have a substantial adverse effect on our ability to continue as a going concern. We may not be able to comply with these restrictions in the future or, in order to comply with these restrictions, we may have to forego opportunities that might otherwise be beneficial to us.

Kohlberg Kravis Roberts & Co. L.P., or KKR, has control of our common stock and has the power to elect all the members of our board of directors and to approve any action requiring stockholder approval.

As of December 31, 2006, approximately 60% of the shares of our common stock were held by investment partnerships, of which KKR Associates, L.P., a New York limited partnership (“KKR Associates”), and KKR GP 1996 LLC, a Delaware limited liability company (“KKR GP 1996”), each are an affiliate of KKR, the general partners. KKR Associates and KKR GP 1996 have sole voting and investment power with respect to these shares. Consequently, KKR Associates and KKR GP 1996 and their respective general partners and members, two of whom are also our directors, control us and have the power to elect all of our directors and approve any action requiring stockholder approval, including adopting amendments to our certificate of incorporation and approving mergers or sales of all or substantially all of our assets. KKR Associates and KKR GP 1996 will also be able to prevent or cause a change of control at any time.

If we do not continue to innovate and provide online products and services that are useful to users, our revenues and operating results could suffer.

The Company has been and remains focused on building multiple online revenue streams, including subscriber acquisition, transactions that connect buyers and sellers, lead generation and pay-per-click and other online advertising. We believe that a key success factor of our business is our ability to successfully integrate our previously implemented Internet strategy and to continue to provide online products and services that people use for a high quality Internet experience. Our competitors are constantly developing innovations in search, online advertising and providing information to consumers. As a result, we must continue to invest resources in order to enhance our technology and our existing products and services and introduce new high-quality products and services that consumers can easily and effectively use.

Increases in paper and postage costs may have an adverse impact on our future financial results.

The price of paper is a significant expense relating to our print products and direct mail solicitations. The Company incurred paper price increases in both 2004 and 2005 after many years of stable or declining prices, with no increases during 2006. However, worldwide demand, strikes and extraordinary weather conditions could result in higher prices in 2007. We use the U.S. Postal Service for distribution of many of our products and marketing materials. Postal rates increased in 2006 by approximately 5.4%. Paper and postage cost increases may have an adverse effect on our future results. We may not be able to pass these cost increases through to our customers.

11

We depend on some important employees, and the loss of any of those employees may harm our business.

Our performance is substantially dependent on the performance of our key employees. In addition, our success is dependent on our ability to attract, train, retain and motivate high quality personnel, especially for our management, sales and editorial teams. The loss of the services of any of our key employees may harm our business. The Company does not have any key man life insurance.

We may be unable to realize the benefits of our net operating loss carryforwards and, as a result, lose our future tax savings, which could have a negative impact on our liquidity and financial position.

Net operating losses may be carried forward to offset federal and state taxable income in future years and eliminate income taxes otherwise payable on such taxable income, subject to certain adjustments. The amount of NOLs we have has not been validated by the IRS. The IRS could challenge the amount of the NOLs, which could result in an increase in liability in the future for income taxes. Based on current federal corporate income tax rates, our NOLs could provide a benefit to us, if fully utilized, of significant future tax savings. However, if we do not have sufficient taxable income in future years to use the tax benefits before they expire, we will lose the benefit of these NOL carryforwards permanently. Our inability to utilize available NOLs, if any, could result in the Company being required to pay substantial additional federal and state taxes and interest, which may adversely affect our liquidity and financial position.

Future legislation may result in our inability to realize the tax benefits of our NOLs.

It is possible that legislation or regulations will be adopted that would limit our ability to use the tax benefits associated with our NOLs. However, we are not currently aware of any proposed changes in the tax laws or regulations that would materially impact our ability to use available NOLs, if any.

Our use of NOL carryforwards could be limited by ownership changes.

In addition to the general limitations on the carryback and carryforward of NOLs under Section 172 of the Internal Revenue Code (“Code”), Section 382 of the Code imposes further limitations on the utilization of NOLs by a corporation following various types of ownership changes which result in more than a 50 percentage point change in ownership of a corporation within a three-year period. Therefore, the future utilization of our NOLs may be subject to limitation for regular federal income tax purposes.

We cannot be certain that the limitations of Section 382 will not limit or deny in full our future utilization of available NOLs, if any. Such limitation or denial could require us to pay substantial additional federal and state taxes and interest. Moreover, we cannot be certain that future ownership changes will not limit or deny in full our future utilization of all of available NOLs, if any.

If we cannot utilize available NOLs, if any, we may be required to pay substantial additional federal and state taxes and interest. Such tax and interest liabilities may adversely affect our liquidity and financial position.

ITEM 1B.       UNRESOLVED STAFF COMMENTS

None.

12

ITEM 2.                PROPERTIES.

The following table sets forth certain information with respect to the Company’s principal locations as of December 31, 2006. These properties were leased by the Company initially for use in its operations but as a result of divestitures and consolidations, certain of these properties are now leased to third party tenants. Of the total of approximately 1.8 million rentable square feet currently under lease, approximately 490,570 rentable square feet are fully subleased to third parties. The locations presently used by the Company for its operations are considered adequate by the Company for its present needs.

ITEM 3.                LEGAL PROCEEDINGS.

The Company is involved in ordinary and routine litigation incidental to its business. In the opinion of management, there is no pending legal proceeding that would have a material adverse effect on the consolidated financial statements of the Company.

13

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

There were no matters submitted to a vote of security holders during the fourth quarter of 2006.

PART II

ITEM 5.                MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

PRIMEDIA Common Stock is listed on the New York Stock Exchange, under the ticker symbol “PRM”. As of February 28, 2007, there were 889 holders of record of PRIMEDIA Common Stock. The Company has not paid and has no present intention to pay dividends on its Common Stock. In addition, the Company’s bank credit facilities and Senior Notes impose certain limitations on the amount of dividends permitted to be paid on the Company’s Common Stock. See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital and Other Resources—Financing Arrangements.” High and low sales prices for 2006 and 2005, as well as close prices on the last day of the quarter were as follows:

From January 1, 2007 through February 28, 2007, the high price for the stock was $2.75, the low price was $1.62 and the closing price on February 28, 2007 was $2.45.

Equity Compensation Plan Information

Information required by this item with respect to equity compensation plans of the Company is incorporated by reference to the Company’s Proxy Statement for its 2007 Annual Meeting of shareholders. The definitive Proxy Statement will be filed within 120 days of the end of the fiscal year ended December 31, 2006.

Recent Sales of Unregistered Securities

In June 2004, the Company issued to George Roberts, a former director of the Company, 90,082 shares of the Company’s unregistered Common Stock as compensation for his services as a director from March 1992 to May 2004. Mr. Roberts was permitted to defer payment of his director’s fees and receive the fees in the form of Common Stock pursuant to the Directors’ Deferred Compensation Plan. Mr. Roberts deferred the payment of an aggregate of $385,975 of directors’ fees that he would have otherwise received in cash at the time the services were provided. The issuance to Mr. Roberts was made by the Company in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

14

Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”) shall not be deemed incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended.

The following graph assumes a $100 investment on December 31, 2001 (including reinvestment of all dividends) in the Company’s common stock, the S&P 500 Index and a composite peer group of companies in the Company’s line of business. Prior to 2006, the peer group consisted of Emmis Communications Corp., Martha Stewart Living Omnimedia, Inc., Meredith Corp., Penton Media, Inc. and Reader’s Digest Association Inc. (Class A). For the year ended December 31, 2006, we analyzed the composition of the original peer group and determined that the new peer group (in  which we removed Emmis Communications Corp. and Penton Media, Inc. and included Autobytel Inc.) provides a more comparable benchmark. The stock performance on the following graph is not necessarily indicative of future stock price performance:

The 5-Stock Custom Peer Group consists of Emmis Communications Corp., Martha Stewart Living Omnimedia, Inc., Meredith Corp., Penton Media, Inc. and Reader’s Digest Association Inc. (Class A).

The 4-Stock Custom Peer Group consists of Autobytel Inc., Martha Stewart Living Omnimedia, Inc., Meredith Corp., and Reader’s Digest Association Inc. (Class A).

15

ITEM 6.                SELECTED FINANCIAL DATA.

The selected consolidated financial data were derived from the audited consolidated financial statements. The data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere herein.

During 2006, the Company sold its Gems group within the Enthusiast Media segment, announced the plan to sell its Outdoors group within the Enthusiast Media segment, and announced that it will actively pursue the sale of its Education segment. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company has classified the results of these operations as discontinued operations for all periods presented.

PRIMEDIA INC. AND SUBSIDIARIES

16

Notes to Selected Financial Data (dollars in thousands)

(1)          As a result of entities classified as discontinued operations during 2006 and the related requirements of SFAS No. 144, the Company reclassified amounts from revenues, net, to discontinued operations for the years ended December 31, 2005, 2004, 2003, and 2002 as follows:

(2)          Includes an impairment of intangible assets, goodwill and other, of $2,337 and $7,319, for the years ended December 31, 2003 and 2002, respectively.

(3)          In connection with the adoption of SFAS No. 142 “Goodwill and Other Intangible Assets,” on January 1, 2002, the Company recorded an impairment charge related to its goodwill and certain indefinite lived intangible assets as a cumulative effect of a change in accounting principle. Additionally, SFAS No. 142 prohibited the amortization of goodwill and indefinite lived intangible assets, effective January 1, 2002.

Effective January 1, 2006, PRIMEDIA adopted SFAS No. 123(R), “Share-Based Payment,” using the modified prospective method. Prior to the adoption of this statement, the Company expensed the fair value of stock based compensation for all grants, modifications or settlements made on or after January 1, 2003 in accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” adopted on January 1, 2003 using the prospective method. Upon adoption of SFAS No. 123(R), the Company is also required to expense the fair value of any awards that were granted prior to January 1, 2003 and were not fully vested as of January 1, 2006. The cumulative effect of adopting this change in accounting principle, as required by SFAS No. 123(R), was $22, included in the year ended December 31, 2006.

(4)          Income (loss) per common share has been determined based on income (loss) applicable to common shareholders, divided by the weighted average number of common shares outstanding for all years presented.

The securities that could potentially dilute basic earnings per share in the future consist of approximately 9,870,000 warrants at December 31, 2006, 2005, 2004 and 2003, and 11,370,000 at December 31, 2002; and 19,815,029, 20,712,058, 25,502,277, 28,548,319 and 29,068,881 stock options at December 31, 2006, 2005 2004, 2003 and 2002, respectively. Potentially dilutive securities were not included in the computation of diluted income (loss) per common share because the effect of their inclusion would be anti-dilutive.

(5)          Excludes current maturities of long-term debt.

(6)          The Company adopted SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity”, prospectively, effective July 1, 2003, which requires the Company to classify as long-term liabilities its Series D Exchangeable Preferred Stock, Series F Exchangeable Preferred Stock and Series H Exchangeable Preferred Stock and to classify dividends from preferred stock as interest expense. Such stock is described as shares subject to mandatory redemption and dividends on these shares are now described as interest on shares subject to mandatory redemption, whereas previously they were presented below net income (loss) as preferred stock dividends. The adoption of SFAS No. 150 increased the loss from continuing operations for the years ended December 31, 2005, 2004 and 2003 by $24,956, $45,124 and $22,547, respectively, which

17

represents interest on shares subject to mandatory redemption of $24,203, $43,780 and $21,889 and amortization of issuance costs of $753, $1,344 and $658 which are included in the amortization of deferred financing costs on the accompanying statements of consolidated operations. If SFAS No. 150 was adopted on January 1, 2001, loss from continuing operations would have increased by $22,670 and $18,431 for the years ended December 31, 2003, and 2002, respectively. The 2003 and 2002 increase to loss from continuing operations has been reduced by a net gain of $944 and $32,788, respectively, on exchanges of the shares subject to mandatory redemption. During 2005, the Company purchased all of its outstanding shares subject to mandatory redemption.

Item 7.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS).

Introduction

The following discussion and analysis summarizes the financial condition and operating performance of the Company and its business segments and should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto included elsewhere in this Annual Report.

Executive Summary

Our Business

PRIMEDIA is a targeted media company doing business in the United States. The Company’s properties comprise more than 100 brands that connect buyers and sellers through print publications, Internet sites, events, licensing, merchandising and TV video programs. The Company’s products compete in two principal operating segments: (i) Enthusiast Media, which encompasses the Company’s consumer magazines, Internet sites, events, licensing and merchandising, and (ii) Consumer Guides, which publishes and distributes free guides throughout the United States, and operates classified listing Internet websites.

PRIMEDIA’s revenues are generated from advertising (print and online), circulation (subscriptions and newsstand sales) and other sources including online lead generation and transactions, events, third party distribution, television and video programs, list rental, brand licensing and merchandising. Operating Expenses, for Segment EBITDA purposes, include cost of goods sold (paper, printing and binding), exclusive of depreciation of property and equipment; marketing and selling (promotion, advertising and payroll); distribution, circulation and fulfillment (postage, shipping, distribution fees and payroll); editorial (content and payroll); and other general and corporate administrative expenses (rent and payroll) (excluding non-cash compensation) (collectively referred to as “Operating Expenses”). See Why We Use the Term Segment EBITDA below.

Background

PRIMEDIA was a broad-based media enterprise resulting from a series of acquisitions and comprised of numerous disparate assets. Since 2001, the Company has been opportunistically divesting and acquiring selective properties in order to better focus on its core businesses and de-leverage the Company. At December 31, 2006, the Company’s net debt was approximately $1,320,000 versus net debt and preferred stock of approximately $2,700,000 at December 31, 2001. The Company has been positioning itself as a highly focused targeted media company and has invested in its businesses to drive growth.

Additionally, to counter the effects of the weakness in the print advertising environment, the Company has aggressively attacked its cost structure. The Company also realigned and reorganized its management structure to better reflect its emphasis on delivering products and brands to the marketplace to achieve organic growth. These initiatives have resulted in charges for restructuring costs to integrate Company operations and consolidate many back office functions and facilities, resulting in a significant reduction in the number of employees and office space, creating operational and financial efficiencies.

18

Overall, these actions have made the Company a more efficient organization with a strengthened balance sheet and improved liquidity.

Business Trends

The print media industry continues to be adversely affected by the shift to alternative forms of advertising, an overall advertising environment that is softer than historical norms and declining newsstand sales of consumer magazines. Additionally, high levels of condominium conversions, coupled with lower mortgage rates have spurred housing purchases and limited existing and potential customers for Apartment Guide markets, while some markets experienced decreased vacancy rates and lower advertising spending.

Company Strategy

The Company’s strategy is to focus on its core targeted media businesses and grow by leveraging and expanding its brands. During 2006, the Company focused on integrating and growing the business launched and expanded in 2005. PRIMEDIA is well positioned to capitalize on the shift away from mass advertising to targeted media.

The Company is implementing its organic growth strategy through various actions, including:

·     expanding Internet sites, particularly in developing new transactional marketplaces,

·       improving existing products and optimizing distribution,

·       leveraging its dominance in the highly targeted male 18-55 advertising market,

·       broadening its advertiser base to include non-endemic national advertisers,

·       leveraging its well known brands through extensions including events, television, radio, licensing and merchandising.

At the same time, the Company continues to focus on cost reduction which could be utilized to fund various elements of its growth strategies.

The Company’s business segments are highlighted in the segment discussions below and in the Results of Operations section.

2006 Summary Consolidated Results

In 2006, revenues were $849,309, up 3.4% as compared to $821,728 in 2005. Revenue increased at the both the Company’s Enthusiast Media segment and Consumer Guides segment. In 2006, Operating Expenses were $698,951 up 3.3% compared to 2005. In 2006, operating income was $107,737 up 1.6% from $106,018 in 2005. Net income was $38,252 in 2006 compared to $564,618 in 2005, as 2005 included gains on the sales of the Business Information Segment of $221,978, About, Inc. of $378,930, PRIMEDIA Workplace Learning of $2,806 and Ward’s of $501, and 2006 included gains on the sales of the Crafts group of approximately $45,400 and the History group of approximately $13,500.

Segment Strategy

·       Enthusiast Media—Enthusiast Media’s revenues are generated from advertising (print and online), circulation (subscriptions and newsstand sales) and other sources including online lead generation, events, third party distribution, television programs and brand licensing. Enthusiast Media’s strategy is to attract an increasing number of enthusiasts to its media properties, to capture a larger share of ad revenue and ultimately, to capture a growing portion of the thousands of dollars that enthusiasts spend on their avocations each year. In the past, Enthusiast Media generated revenue primarily

19

through advertising and magazine sales. By adding Automotive.com and Equine.com to its portfolio, the Business has extended its model to include fees for connecting buyers and sellers.

Enthusiast Media has positioned itself to capitalize on the shift away from mass advertising to targeted media. The Business’ strategy is to focus on its core targeted media businesses and to grow by leveraging and expanding its market-leading brands. Enthusiast Media has made organic growth its top priority, bolstered by select, opportunistic acquisitions.

·       Consumer Guides—Continued focusing on bringing the 2005 Auto Guide launches to profitability, and expanding its presence in the online marketplace for small unit rental properties with the acquisition of RentClicks.com in early 2006. This segment of the market, which consists of rental houses, town homes, condos and single unit apartment accounts for approximately 70% of the total rental market. Consumer Guides believes that it can capture a new segment of the rental marketplace as well as recapture a portion of the Apartment Guide revenue lost to condominium conversion.

Enthusiast Media

Enthusiast Media

The Enthusiast Media segment produces and distributes content through magazines and via the Internet to consumers in various niche and enthusiast markets. It includes the Company’s Automotive, Recreation and Lifestyles magazine groups, Internet sites, events, and licensing and merchandising. In 2006, revenues for the Enthusiast Media segment were $524,836, up 4.0%, and Segment EBITDA (as defined below) was $97,411, down 0.8%, compared to 2005.

The Company’s strategy for this segment is to drive growth through:

·       expand the Internet business and continue to diversify its revenue model,

·       continue to improve product quality and optimize distribution,

·       capitalize on well-known brands through product extensions and spin-off publications,

·       leverage the 18-55 male audience to attract further non-endemic national advertisers, and

·       complement organic growth with a targeted and disciplined merger and acquisition strategy.

Expand Internet Operations and Continue to Diversify its Revenue Model

Enthusiast Media has already successfully extended its print brands online, with over 90 websites that have a combined 13 million unique visitors and over 100 million page views per month. Enthusiast Media is now in the process of creating vertical-specific portals that group its digital assets by vertical and provide its visitors with enhanced features and new online services. Enthusiast Media’s acquisitions in 2005 of Automotive.com and Equine.com were an important step in this direction. Both online properties are leading players in their respective verticals, with experienced management teams and state-of-the-art platforms that can be leveraged across Enthusiast Media’s portfolio of online assets.

Improve Product Quality and Optimize Distribution

Enthusiast Media continues to enhance the quality of the senior editorial and art director team. In 2006, over 25 new staff members joined the editorial and art departments, including two new editors and two new art directors that were hired from outside the country. Historically, editorial oversight was managed by having the editors of individual titles report directly to publishers or business heads. To ensure that Enthusiast Media realized the maximum benefit from its top editorial talent, the editorial reporting structure was modified, with like subject matter titles organized into 11 groups. Each group is managed by

20

a senior editor and art director. These individuals are responsible for editing the largest publication in the group and for providing direction and support to the editors and art directors of the other publications in the group.

Enthusiast Media’s strategic initiative to improve the product and editorial content of its magazines increased revenue, which well exceeded the redesign costs. Product and editorial content improvement and redesigns are expected to lead to additional improvement in both newsstand and subscription performance. There are significant opportunities to apply this proven process to the remainder of the portfolio, particularly in the Truck, Motorcycle, Marine and Action Sports segments, where none of the titles have gone through the process to date. Building on Enthusiast Media’s redesign program, it has established a more coordinated effort to capitalize on the advertising, content and design expertise to increase efficiencies, manage costs and appropriately utilize talent.

The Company continues to optimize circulation draw and distribution to improve profitability. During 2006, PRIMEDIA reduced draw by 13.2 million copies, or 7.7%. Based on the success of the program, the Company is implementing further reductions in 2007.

Capitalize on Well-Known Brands Through Product Extensions and Spin-off Publications

Due to management’s lack of focus on product extensions up until 2006, Enthusiast Media has only just begun to leverage its highly recognized brands and valued content through product and distribution channel extensions such as events, television, radio and licensing. Enthusiast Media’s auto shows and motorcycle events have resonated with enthusiasts across the country and Enthusiast Media is considering expanding the model further. Enthusiast Media recently partnered with Multicast Networks Group in its first television network, Motor Trend TV, which is scheduled to launch in 2007. If successful, Enthusiast Media could consider launching additional Enthusiast Media-branded TV shows.

With household names like Motor Trend or Hot Rod, Enthusiast Media has also partnered with consumer product companies such as Procter & Gamble and manufacturers such as Auto Trade and Alltrade Tools to co-brand a wide variety of products, including car-care products and automotive accessories. Enthusiast Media plans to pursue these types of partnerships more aggressively, as part of its strategy to diversify its revenue base. Contribution margins on licensing are very high, so by further pursuing these opportunities, management expects to be able to achieve incremental bottom line growth with very little risk.

Leverage the 18-55 Male Audience to Attract Further Non-Endemic National Advertisers

As one of the few media companies that reaches men between the ages of 18 and 55 through both print and digital media formats, Enthusiast Media continues to attract non-endemic advertisers that target this highly valued demographic. Enthusiast Media’s major non-endemic advertisers include Geico, Canon, Procter & Gamble and Campbell’s. Non-endemic advertising represents 12% of total print advertising for the segment’s business.

Enthusiast Media boasts entrenched relationships with several Fortune 500 companies. As evidenced by the charts below, which show Enthusiast Media’s advertising revenue from its top clients, Enthusiast Media enjoys a well-diversified revenue base from its leading advertising clients, with the top 30 advertisers accounting for less than 30% of total revenue in 2006. Enthusiast Media’s automotive groups also have a highly diversified client base, with US Original Equipment Manufacturers (“OEM”s)’ representing only 5% of total print advertising sales. Non-US OEM advertising sales represent only 8% of total print advertising revenue.

21

Complement Organic Growth With a Targeted and Disciplined Merger and Acquisition Strategy

Since its founding, Enthusiast Media has successfully grown its product portfolio through a disciplined approach of identifying and acquiring relatively small niche media businesses. Enthusiast Media’s business model is highly scalable and offers a unique platform for growth through add-on acquisitions. Enthusiast Media has focused on acquiring complementary titles and businesses that serve targeted customer bases within specific market segments. Acquisitions in these smaller, relatively less-visible niches are typically below the radar screen of major media players and, therefore, are completed at comparatively low multiples because of the lack of competition.

In acquiring these businesses, Enthusiast Media prefers to retain management teams who are often highly entrepreneurial. By retaining management talent and through the exchange and implementation of best practices, as well as cost savings directly attributable to economies of scale, Enthusiast Media has rapidly expanded its reach and improved its ability to serve a variety of customers.

Consumer Guides

Consumer Guides

Revenues for the Consumer Guides segment were $324,521, up 2.3%, and Segment EBITDA was $81,274, up 8.5% compared to 2005.

Apartment Guide

The segment’s largest business, Apartment Guide and its online property, ApartmentGuide.com, maintained its market leadership position in the most difficult market conditions in the business’s 32-year history. The year continued to present significant challenges, including continued high levels of condominium conversions that eliminated existing and potential customers from Apartment Guide markets and decreased vacancy rates in markets with high condominium conversion. Apartment Guide revenue was down 5.2% in 2006. The Company attributes Apartment Guide’s relative stability in these adverse market conditions to its established brand both in print and online.

The Company continues to capitalize on the online potential of the Apartment Guide business. ApartmentGuide.com grew unique users 24% in 2006, and continues to be a recognized brand in the apartment rental industry. “Apartment Guide Printernet,” Apartment Guide’s combined offering of print and Internet media, provided approximately 8 million leads to customers in 2006.

Auto Guide

With a potential advertising market that is larger than that of the apartment industry, the Company  believes that Auto Guide represents a very attractive long-term opportunity that is at least comparable to its 31-year old Apartment Guide business. In 2006, the Company focused on integrating and bringing to profitability its Auto Guide publications launched or acquired in 2005.

New Home Guide

In 2006, the New Home Guide business and its online property, NewHomeGuide.com, enjoyed the best year in its history with annual revenue growth of 36%. In 2005, the Company grew its New Home Guide presence through organic growth of 31% in its existing markets, through the launch of a new magazine in the Washington, DC market and the acquisition of new print guides in the Atlanta, Charlotte, Jacksonville, Nashville, Seattle and Portland markets, bringing its total markets served to 25. The Company also significantly expanded its new homes Internet presence with the acquisition of americanhomeguides.com. The acquisition provides new home advertisers with millions of additional potential customers and provides consumers with access to more new home listings across the country.

22

DistribuTech

In order to maintain our quality retail distribution network, the Company renewed existing agreements and expanded into new retail chains in 2005. These investments also enable us to quickly launch new publications and continue to grow our third party distribution business. In addition, these investments ensure continued priority placement for Consumer Guides’ existing publications and provide the Company with the platform to rapidly roll out its new market publications, and to continue to grow its third party distribution business.

Forward-Looking Information

As announced in December 2006, because the Company is actively pursuing the sale of its Education segment, that segment has been classified as a discontinued operation for all periods presented. As the decision to explore the sale of the Enthusiast Media Segment, excluding the Outdoors group which was classified as a discontinued operation in the fourth quarter of 2006, was not made until February 2007, the Enthusiast Media Segment was a continuing operation throughout 2006. Commencing the first quarter of 2007, the Enthusiast Media Segment will be classified as a discontinued operation for all periods presented.

As a result of the classification of those operations as discontinued, going forward into 2007, the Company will consist of one segment, Consumer Source. In 2007, the Company expects its Consumer Guides segment to deliver mid single digit percentage revenue and Segment EBITDA growth, reflecting revenue growth in New Home Guide, Auto Guide, and the Company’s single unit rental property business, partially offset by a full-year decline in Apartment Guide. Reflecting improvement in the management and operations of Auto Guide, the Company expects operating losses in Auto Guide to diminish throughout the year. The Company expects to deliver sequential quarter revenue growth later in the year in Apartment Guide, depending on market conditions.

This Annual Report contains forward-looking statements as that term is used under the Private Securities Litigation Act of 1995 and are based on the current assumptions, expectations and projections of the Company’s management about future events. Although the assumptions, expectations and projections reflected in these forward-looking statements represent management’s best judgment at the time, the Company can give no assurance that they will prove to be correct. Numerous factors, including those related to market conditions and those detailed from time-to-time in the Company’s filings with the SEC, may cause results of the Company to differ materially from those anticipated in these forward-looking statements. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. These forward-looking statements are subject to risks and uncertainties and, therefore, actual results may differ materially. The Company cautions you not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All references to “Company” and “PRIMEDIA” as used throughout this presentation refer to PRIMEDIA Inc. and its subsidiaries.

Why We Use the Term Segment EBITDA

Segment EBITDA represents each segment’s earnings before interest, taxes, depreciation, amortization and other charges (income) (“Segment EBITDA”). Other charges (income) include severance related to separated senior executives, non-cash compensation, provision for restructuring costs, provision for unclaimed property and gain on sale of businesses and other, net. PRIMEDIA believes that Segment EBITDA is an accurate indicator of its segments’ results, because it focuses on revenue and operating cost items driven by operating managers’ performance, and excludes items largely outside of operating managers’ control.

23

Segment EBITDA is not intended to be and should not be considered as an alternative to net income or loss (as determined in conformity with generally accepted accounting principles), or as an indicator of the Company’s operating performance. Segment EBITDA is presented herein because the Company’s chief operating decision maker and the executive team evaluate and measure each business unit’s performance based on its Segment EBITDA results. Segment EBITDA as presented may not be comparable to similarly titled measures reported by other companies since not all companies necessarily calculate Segment EBITDA in an identical manner, and therefore, is not necessarily an accurate measure of comparison between companies.

Why We Use the Term Free Cash Flow

Free Cash Flow is defined as net cash provided by operating activities adjusted for additions to property, equipment and other, exclusive of acquisitions and capital lease payments (“Free Cash Flow”).

The Company believes that the use of Free Cash Flow enables the Company’s chief operating decision maker, its Chairman, President and CEO, and the executive team to make decisions based on the Company’s cash resources. Free Cash Flow also is considered to be an indicator of the Company’s liquidity, including its ability to reduce debt and shares subject to mandatory redemption and make strategic investments.

Free Cash Flow is not intended to represent cash flows from operating activities as determined in conformity with accounting principles generally accepted in the United States of America. Free Cash Flow as presented may not be comparable to similarly titled measures reported by other companies since not all companies necessarily calculate Free Cash Flow in an identical manner, and therefore, is not necessarily an accurate measure of comparison between companies. See Liquidity, Capital and Other Resources.

Intersegment Transactions

The information presented below includes certain intersegment transactions and is, therefore, not necessarily indicative of the results had the operations existed as stand-alone businesses. Intersegment transactions represent intercompany advertising and other services which are billed at what management believes are prevailing market rates. These intersegment transactions, which represent transactions between operating units in different business segments, are eliminated in consolidation.

Discontinued Operations

In September 2006, the Company completed the sale of its Gems group within the Enthusiast Media segment.  In the fourth quarter of 2006, the Company announced that it had agreed to sell its Outdoors group, which consists primarily of its hunting, fishing and shooting titles. The sale presented the Company with an opportunity to realize significant value. The sale was completed during first quarter of 2007. Also during the fourth quarter of 2006, the Company announced that it would classify its Education segment as discontinued operations, in accordance with generally accepted accounting principles, due to the Company’s decision to actively pursue the sale of this segment.

Financial results for these divestitures and planned divestitures are reported in discontinued operations on the statements of consolidated operations for all periods presented.

24

Segment Data

The following table presents the results of the Company’s two operating segments and Corporate for the years ended December 31, 2006, 2005 and 2004, respectively:

(1)          Segment EBITDA represents the segments’ earnings before interest, taxes, depreciation, amortization and other charges (income) (see footnote 2 below). Segment EBITDA is not intended to be and should not be considered as an alternative to net income or loss (as determined in conformity with accounting principles generally accepted accounting in the United States of America), or as an indicator of the Company’s operating performance. Segment EBITDA is presented herein because the Company’s chief operating decision maker evaluates and measures each business unit’s performance based on its Segment EBITDA results. PRIMEDIA believes that Segment EBITDA is an accurate indicator of its segments’ results, because it focuses on revenue and operating cost items driven by each operating managers’ performance, and excludes items largely outside of the operating managers’ control. Segment EBITDA as presented may not be comparable to similarly titled measures reported by other companies since not all companies necessarily calculate Segment EBITDA in an identical manner, and therefore, is not necessarily an accurate measure of comparison between companies.

(2)          Depreciation expense for the years ended December 31, 2006, 2005 and 2004 was $26,105, $23,706 and $24,186, respectively. Amortization expense for the years ended December 31, 2006, 2005 and 2004 was $10,757, $5,822 and $6,045, respectively. Other charges (income) include severance related to separated senior executives of $1,775 (including non-cash compensation of $146) and $658 for the years ended December 31, 2005 and 2004, respectively, non-cash compensation of $3,808, $6,089 and $6,097 for the years ended December 31, 2006, 2005 and 2004, respectively, provision for restructuring costs of $2,250, $1,815 and $8,176 for the years ended December 31, 2006, 2005 and 2004, respectively, a provision for unclaimed property of $2,811 for the year ended December 31, 2004 and gain on sale

25

of businesses and other, net, of $299, $209 and $965 for the years ended December 31, 2006, 2005 and 2004, respectively.

(3)          Effective July 1, 2003, the Company prospectively adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which requires the Company to classify as long term liabilities its Series D Exchangeable Preferred Stock, Series F Exchangeable Preferred Stock and Series H Exchangeable Preferred Stock and to classify dividends from this preferred stock as interest expense. Such stock is collectively described as shares subject to mandatory redemption and dividends on these shares are now included in loss from continuing operations and described as interest on shares subject to mandatory redemption, whereas previously they were presented below net income (loss) as preferred stock dividends. The adoption of SFAS No. 150 increased the loss from continuing operations for the years ended December 31, 2005 and 2004 by $24,956 and $45,124, respectively, which represents primarily interest on shares subject to mandatory redemption of $24,203 and $43,780 and amortization of issuance costs of $753 and $1,344, respectively, which are included in the amortization of deferred financing costs on the accompanying statement of consolidated operations. During 2005, the Company purchased all of its outstanding shares subject to mandatory redemption.

Results of Operations

2006 Compared to 2005

Consolidated Results:

Revenues, Net

Consolidated revenues were $849,309 in 2006 compared to $821,728 in 2005:

Advertising revenues increased by $3,505 in 2006 compared to 2005 due to an increases of $7,661 in the Consumer Guides segment, partially offset by a decrease of $4,156 in the Enthusiast Media segment. Circulation revenues decreased $404 in 2006 in the Enthusiast Media segment. Other revenues increased $24,480 in 2006 compared to 2005 due to increases in the Enthusiast Media segment of $24,754 offset by a decrease in the Consumer Guides segment of $274. Revenue trends within each segment are further detailed in the segment discussions below.

Operating Income

Operating income was $107,737 in 2006 compared to $106,018 in 2005. The change in operating income in 2006 was primarily due to the increase in revenues of $27,581 partially offset by increases in cost of goods sold of $17,052, distribution, circulation and fulfillment of $1,651, and an increase in amortization and depreciation expenses of $7,334, all of which are primarily due to the acquisition of Automotive.com in the fourth quarter of 2005.

26

Net Income

The Company had net income of $38,252 in 2006 compared to $564,618 in 2005. In 2005, the Company recorded net gains on the sales of its Business Information Segment, of $221,978, About, Inc. of $378,930, PRIMEDIA Workplace Learning of $2,806 and Ward’s of $501, included in discontinued operations, and 2006 included gains on the sale of the Crafts group of approximately $45,400 and the History group of approximately $13,500.

Other income (expense), net changed by $11,572 to $(1,947) in 2006 from $(13,519) in 2005. The expense decreased primarily due to losses incurred of $3,541 associated with the prepayment of the Company’s term loan A and term loan B in 2005, $4,348 associated with the Company’s purchase of its 75¤8% Senior Notes in 2005, and $9,887 associated with the write offs of deferred financing costs and premiums paid in connection with the purchase of all of the Company’s outstanding shares subject to mandatory redemption during 2005.  These losses in 2005 were partially offset by interest income on short-term investments of $2,880. During 2006, the Company purchased a portion of its 8% and 87¤8% Senior Notes, recording a loss of $2,599. This was partially offset by interest income on short-term investments of $581.

Interest expense decreased $4,803 to $125,546 in 2006, from $130,349 in 2005. Interest expense was reduced by $2,452 in 2006 for the fair value measurement of the deferred purchase price liability arising from the forward agreement related to Automotive.com. Excluding this reduction, PRIMEDIA’s interest expense decreased due to lower average debt levels, partially offset by higher interest rates.

Interest on shares subject to mandatory redemption was $0 during 2006 compared to $24,203 for the year ended December 31, 2005, as the company purchased all of its outstanding shares subject to mandatory redemption during 2005. Amortization of issuance costs of $753 associated with the shares subject to mandatory redemption is included in the amortization of deferred financing costs on the accompanying statements of consolidated operations for the years ended December 31, 2005.

Segment Results:

The results of the Company’s reportable segments are discussed below.

Enthusiast Media Segment (includes Automotive, Recreation and Lifestyles groups)

Revenues, Net

Revenues, Net

Enthusiast Media revenues were $524,836 or 61.8% and $504,638 or 61.4% of the Company’s consolidated revenues for 2006 and 2005, respectively. Enthusiast Media revenues increased $20,198 or 4.0% in 2005 compared to 2005 as follows:

27

Advertising Revenues

Advertising revenues decreased $4,156 or 1.4% in 2006 driven mainly by declines in the International Automotive Group. This decline was attributable to a cooling of import-focused trends and advertising rate competition.

In 2006, the Consumer Automotive Group delivered growth of $595 in advertising revenue and growth of $70 in subscription revenue, with flat newsstand revenue. The most significant growth in Consumer Automotive Group revenue was in non-print, which increased $3,780, with significant improvements in event revenue of $3,312 and television and radio revenue of $698.

The Performance Automotive Group delivered 2006 growth in newsstand revenue of $1,320 and events revenue of $215, primarily attributable to product improvement efforts, the successful launch of Diesel Power magazine, and improved marketing of events.

Recreation Group revenue grew 2.6% in 2006, driven primarily by success in Action Sports Group print advertising and online; and the acquisition of Equine.com. Recreation Group subscription revenue declined due to a deliberate cut in direct marketing, as units sold of the Group’s rate-base publications exceeded the required rate-base. The savings in direct marketing expense more than offset the loss in revenue.

Lifestyles Group revenue declined $724 in 2006, primarily due advertising softness. This group however had strong gains in Soaps and Home Tech newsstand revenue of $2,340.

Other Revenues

Other revenues for Enthusiast Media, which include events, licensing and merchandising, TV/Radio and list rental and lead generation increased $24,754, or 56.7%, in 2006 compared to 2005. The increase was primarily due to the acquisition of Automotive.com in the fourth quarter of 2005, which accounted for approximately $27,300 of the increase. This increase was partially offset by a decline in other online revenue of approximately $2,300.

Segment EBITDA

Enthusiast Media Segment EBITDA decreased 0.8% to $97,411 in 2006 from $98,152 in 2005. This decrease of $741 was due predominantly to the increase in operating expenses of $20,939 primarily due to the integration of the acquisitions that occurred in late 2005. Segment EBITDA margin decreased to 18.6% in 2006 from 19.4% in 2005.

Operating Income

Operating income was $75,429 in 2006 compared to $80,321 in 2005, a decrease of $4,892, mainly due to the increases in depreciation and amortization of $5,792 due to the acquisition of Automotive.com in the fourth quarter of 2005. This was partially offset by the decrease in provision for restructuring costs of $1,315.

28

Consumer Guides Segment (includes Apartment Guide, New Home Guide, Auto Guide,  Rentclicks.com, Rentals.com, and the DistribuTech distribution business)

Revenues, Net

Consumer Guides revenues were $324,521 or 38.2% and $317,134 or 38.6% of the Company’s consolidated revenues for 2006 and 2005, respectively. Consumer Guides revenues increased $7,387 or 2.3% in 2006 compared to 2005 as follows:

Advertising revenues for the Consumer Guides segment increased $7,661 to $268,566 compared to $260,905 in 2005 primarily due to the launches of new Auto Guide and New Home Guide publications during 2005. The Company’s Apartment Guide continues to be impacted by high levels of condominium conversions that eliminated existing and potential customers from Apartment Guide markets and decreased vacancy rates in those markets.

Apartment Guide

Apartment Guide, ApartmentGuide.com, and small unit rentals, representing 77% of 2006 advertising revenue, continue to face challenging market conditions. Advertising revenue declined 5.2% in 2006, primarily due to high occupancy rates across over half of the markets along with a reduced advertiser base as a result of continued losses from condominium conversions, partially offset by growth in the Company’s small unit rental business. Although the rate of condominium conversions has slowed considerably from this time last year, the lost advertiser base from conversions in prior periods and high occupancy rates continues to negatively impact the business.

New Home Guide

The Segment’s New Home Guide/NewHomeGuide.com business, representing 17% of 2006 advertising revenue, continued to deliver strong results with total revenue growth of 36%, and 38% organic growth, in 2006. This strong growth reflects New Home Guide having established itself as one of the most cost-effective and attractive media channels for home builders, and its ability to successfully adapt to changing new home market conditions.

Auto Guide

In 2006, the Segment’s Auto Guide business, representing 6% of advertising revenue, generated total revenue growth of 67%, and 7.1% in the fourth quarter. This new division represents a $15 million business based on annualized revenue in the fourth quarter, and continues to have strong growth potential both within its existing markets and through expansion into new markets.

DistribuTech

Consumer Guides other revenues, which relate to its distribution arm, DistribuTech, decreased $274, or 0.5% in 2006 compared to 2005. All of PRIMEDIA’s Consumer Source print properties continue to benefit from the Company’s leading distribution business, DistribuTech. Consumer Source’s strategy is to continually optimize distribution for its own guides at minimal cost. DistribuTech’s strategy to optimize its

29

distribution locations to best meet the distribution needs of the Consumer Source guides has historically caused, and will continue to cause, DistribuTech revenue and profitability to fluctuate.

Segment EBITDA

Consumer Guides Segment EBITDA increased $6,353 or 8.5% in 2006 to $81,274. The increase in profitability was due mainly to the acquisitions and investments made during 2005.

Operating Income

Operating income increased $3,247 or 5.1% in 2006 to $66,617 from $63,370 in 2005. This increase is primarily driven by the increase in Segment EBITDA, partially offset by increases in depreciation and amortization of $2,567 due to the acquisitions and investments made during 2005.

Corporate

Corporate Administrative Expenses

Corporate administrative expenses, excluding non-cash compensation, were $28,327 in 2006, compared to $28,057 for the year ended December 31, 2005. This slight increase is primarily due to increased professional fees incurred related to the exploration of the separation of the Company’s businesses via a tax-free spin-off, and to a New York office consolidation, partially offset by reduced compensation expense resulting from headcount reductions and lower professional fees.

Operating Loss

Corporate operating loss decreased $3,364 in 2006 to $34,309 from $37,673 in 2005, principally driven by a decrease in non-cash compensation, primarily due to a modification of existing stock options in the third quarter of 2005, which resulted in an increase of non-cash compensation during that period.

Discontinued Operations

In accordance with SFAS No. 144, the Company has classified the operating results of all of its divested entities and entities for which the company is actively pursuing the sale as discontinued operations for all periods presented.

Enthusiast Media

During 2005, the Company has classified as discontinued operations the following entities within the Enthusiast Media segment : About, Inc, Ward’s Automotive Group, the Crafts and History groups and two magazine titles (shut down). In February 2006, the Company completed the sale of the History group, and in September 2006, the Company completed the sale of the Crafts group.

During the third quarter of 2006, the Company sold its Gems group, part of the Enthusiast Media segment. During the fourth quarter of 2006, the Company announced that it had agreed to sell its Outdoors group, also part of the Enthusiast Media segment. This sale was completed during the first quarter of 2007.

Discontinued operations of the Enthusiast Media segment for the years ended December 31, 2006 and 2005 include revenue of $144,877 and $192,908, respectively, and operating income of $100,826 and $420,448, respectively, which includes a gain on sale of business. This gain on sale of businesses, net of tax, was $62,192 and $379,431, for the years ended December 31, 2006 and 2005, respectively.

30

Education

During 2005, the Company classified as discontinued operations its Software on Demand division.

During 2006, the Company announced that it would classify the remainder of its Education segment as a discontinued operation, in accordance with generally accepted accounting principles, due to the Company’s decision to sell the assets in this segment. The Education segment is comprised of Channel One, a proprietary network for secondary schools; Films Media Group, a leading source of educational video; and PRIMEDIA Healthcare, a medical education business.

Discontinued operations of the Education segment for the years ended December 31, 2006 and 2005 include revenue of $55,279 and $75,345, respectively, and operating loss of $11,261 and $13,250, respectively, which includes a gain on sale of  business during 2005. This gain on sale of business, net of tax, was $2,806 and related to the sale of Workplace Learning (which was discontinued during 2004).

Business Information

The Company sold its Business Information segment during the third quarter of 2005. Business Information segment revenues of $164,967 are included in discontinued operations for the year ended December 31, 2005. Also included is operating income of $238,895, and gain on sale of business, net of tax, of $221,978 for the year ended December 31, 2005.

2005 Compared to 2004

Consolidated Results:

Revenues, Net

Consolidated revenues were $821,728 in 2005 compared to $803,554 in 2004:

Advertising revenues increased by $15,034 in 2005 compared to 2004 due to an increases of $21,654 in the Consumer Guides segment, partially offset by decreases of $6,620 in the Enthusiast Media segment. Circulation revenues decreased $11,653 in 2005 in the Enthusiast Media segment. Other revenues increased $14,793 in 2005 compared to 2004 due to increases in the Enthusiast Media segment of $6,406 and the Consumer Guides segment of $8,387. Revenue trends within each segment are further detailed in the segment discussions below.