• "Official Press" branded series: developed in partnership with leading IT companies. This group includes AOL Press™, Hewlett-Packard Press™, Netscape Press™ and Novell Press™

• Exclusive customized products: created for strategic partners such as Lotus, Open Market, Philips, and Siemens

                                        Sales Price
                          ----------------------------------------
                                 1999                 1998
                          -------------------  -------------------
                            High       Low       High       Low
                          --------- ---------  --------- ---------
 Quarter 1 .......          $17.00     $6.75         --        --
 Quarter 2 .......          $19.63    $11.75         --        --
 Quarter 3 .......          $24.94    $17.13         --        --
 Quarter 4* ......          $20.50    $14.75     $16.42    $10.38

(b) On December 20, 1999, there were approximately 60 holders of record of the Company's Class A Common Stock, although the Company believes that there is a larger number of beneficial owners of its Common Stock. The last reported sale price per share of Common Stock on December 20, 1999 on the Nasdaq National Market was $14.00.

Although the Company paid a dividend to IDG with a portion of the proceeds from the Initial Public Offering, the Company does not intend to pay any cash dividends with respect to its common stock for the foreseeable future. The Company intends to retain any earnings for use in the operation of its business and to fund future growth. Any determination to pay dividends in the future will be at the discretion of the Company's Board of Directors and will depend upon the Company's financial condition and results of operations and capital requirements.

The information required by this item is incorporated by reference to the information included under the caption "Selected Financial Data" on page 17 of the Company's 1999 Annual Report to Stockholders.

The following information required by this item is incorporated by reference to the information included under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 through 25 of the Company's 1999 Annual Report to Stockholders.

The following information required by this item is incorporated by reference to the information included under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 25 of the IDG Books Worldwide, Inc. 1999 Annual Report to Stockholders.

See Part IV, Item 14 of this Form 10-K.

Not applicable.

Executive Officers and Directors

The following table sets forth certain information regarding the executive officers and directors of the Company and their ages as of September 30, 1999:

           Name             Age                    Position
-------------------------- ---- ----------------------------------------------
John J. Kilcullen........   40  Chairman of the Board of Directors and
                                Chief Executive Officer
Steven H. Berkowitz(1)...   41  President and Publisher
John P. Ball.............   52  Executive Vice President, Operations and
                                Administration, and Secretary
Brenda L. McLaughlin.....   38  Senior Vice President, Internet Business
                                Development
James A. Doehrman(2).....   42  Vice President and Chief Financial Officer
Kelly P. Conlin..........   39  Director
Julius A. Hoeft(3).......   53  Director
Axel J. Leblois..........   51  Director
Patrick J. McGovern......   62  Director

John J. Kilcullen. Mr. Kilcullen has served as Chief Executive Officer of the Company since July 1991 and has been a director of the Company and Chairman of the Board since March 1998. Prior to that, Mr. Kilcullen served as Vice President, Sales and Marketing and Publisher of the Company from April 1990 to July 1991. For the nine years prior to joining the Company, Mr. Kilcullen worked in various sales and marketing capacities for two publishing industry leaders, Bantam/Doubleday, Dell, Inc. and Prentice-Hall, and computer book publisher Que Corporation.

Steven H. Berkowitz. Mr. Berkowitz has served as President and Publisher of the Company since October 1996. Prior to that, Mr. Berkowitz served as Chief Operating Officer and Publisher from October 1995 to September 1996, as Executive Vice President, Worldwide Publishing Operations, from October 1994 to September 1995, and as Chief Financial Officer and Vice President, Finance, from June 1994 to October 1994. Prior to joining the Company, Mr. Berkowitz served as Publisher of MIS: Press and M&T Books, a division of Henry Holt and Company, from June 1991 to May 1994. Prior to 1991, Mr. Berkowitz worked for eight years at Macmillan Publishing Company in numerous financial capacities including Vice President of Finance and Administration during the period 1988 to 1991 and before joining Macmillan Publishing Company he had three years of finance experience with Paramount Pictures, Inc.

John P. Ball. Mr. Ball has served as Executive Vice President, Operations and Administration, of the Company since joining the Company in April 1996 and as Secretary of the Company since March 1998. Prior to joining the Company, Mr. Ball acted as an independent publishing and graphic arts consultant from March 1995 to March 1996. From December 1986 to February 1994, Mr. Ball served as Senior Vice President of Macmillan Publishing Company. Prior to joining Macmillan Publishing Company, Mr. Ball worked in the publishing industry in a senior production and manufacturing capacity for over 22 years, including the last 17 years of the period as Vice President -- Production and Manufacturing for William Morrow & Company, a leading publisher of trade and reference books.

Brenda L. McLaughlin. Ms. McLaughlin has served as Senior Vice President of Internet Business Development since early 1999. Previously, Ms. McLaughlin was the Senior Vice President and Group Publisher, of the Company since joining in September 1994. Prior to joining the Company, Ms. McLaughlin served as Associate Publisher of MIS:Press and M&T Books from August 1993 to September 1994. From August 1989 to July 1993, Ms. McLaughlin served as Acquisitions Editor, Editor-in-Chief and Associate Publisher of M&T Books. Prior to joining M&T Books, Ms. McLaughlin worked for five years in various editorial capacities in the technology magazine businesses of Ziff-Davis, Inc. and McGraw-Hill, Inc.

James A. Doehrman. Mr. Doehrman has served as Vice President and Chief Financial Officer of the Company since March 1998. Prior to that, Mr. Doehrman served as Vice President and General Manager, International Division, from July 1997 to March 1998. Prior to joining the Company, Mr. Doehrman served as Vice President and Business Manager of the Latin American Division of Simon & Schuster, Inc. from January 1996 to April 1997. From October 1993 to January 1996, Mr. Doehrman served as Vice President and International Controller of Simon & Schuster. Mr. Doehrman joined Simon & Schuster, Inc. as Vice President -- Accounting Services in April 1992. Prior to joining Simon & Schuster, Inc. Mr. Doehrman had four years of financial experience with Federated Department Stores, Inc., serving as Operating Vice President -- Capital Control from 1989 to 1992. Prior thereto, Mr. Doehrman had nine years of financial experience which included seven years of experience in public accounting with Arthur Andersen & Co.

Kelly P. Conlin. Mr. Conlin has been a director of the Company since January 1999. Mr. Conlin has served as CEO of IDG since March 1999, and has been the President since 1995. Mr. Conlin served as President of IDG Marketing Services from October 1991 to October 1995. Mr. Conlin also serves as a director of American Business Press, a privately-held company, and a number of IDG's subsidiaries.

Julius A. Hoeft. Mr. Hoeft has been a director of the Company since October 1998. Mr. Hoeft is the former Chairman and Chief Executive Officer of Bantam/Doubleday, Dell, Inc. from January 1996 to July 1998 and served as President and Chief Executive Officer from June 1991 to January 1996. Mr. Hoeft is a director of Bushnell Inc. and member of the Board of Trustees of the University of Dayton and Keeler Tavern Preservation Society.

Axel J. Leblois. Mr. Leblois has been a director of the Company since July 1999. Since 1997, Mr. Leblois has served as the Chief Executive Officer of ExecuTrain, a world leader in business technology training. From 1996 to 1997 Mr. Leblois served as a Director for ExecuTrain. From 1991 to 1996, Mr. Leblois was Chief Executive Officer of the North American division of Paris-based Bull HN Information Systems Inc., formerly Honeywell Information Systems. Mr. Leblois is also a member of the board of directors of World Times, Inc., has been on the board of Wang Global, and is currently a trustee of the Atlanta International School.

Information required by this Item may be found in the sections entitled "Executive Officer Compensation" and "Section 16(a) Beneficial Ownership Reporting Compliance" appearing in the Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders on February 15, 2000. Such information is incorporated herein by reference.

Information required by this Item may be found in the section entitled "Security Ownership of Certain Beneficial Owners and Management" appearing in the Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on February 15, 2000. Such information is incorporated herein by reference.

Information required by this Item may be found in the section entitled "Relationship with IDG and Certain Transactions" appearing in the Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on February 15, 2000. Such information is incorporated herein by reference.

(a) The following documents are filed as part of this report:

1. The following Financial Statements and Auditors' Report are incorporated by reference from the Company's 1999 Annual Report to Stockholders:

Independent Auditors Report

Consolidated Balance Sheets as of September 30, 1999 and 1998

Consolidated Statements of Income for the years ended September 30, 1999, 1998 and 1997

Consolidated Statements of Stockholders' Equity for the years ended September 30, 1999, 1998 and 1997

Consolidated Statements of Cash Flows for the years ended September 30, 1999, 1998 and 1997

Notes to Consolidated Financial Statements

2. Financial Statement Schedule.

Schedule II -- Valuation and Qualifying Accounts

3. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:

  Exhibit
  Number                            Exhibit Title
----------- --------------------------------------------------------------
  2.1*      Cliffs Notes, Inc. Share Purchase Agreement.
  2.2**     Stock Purchase Agreement dated June 29, 1999 between Pearson
            Education, Inc. and IDG Books Worldwide, Inc.
  3.1***    Amended and Restated Certificate of Incorporation of the
            Registrant.
  3.2***    Bylaws of the Registrant.
  4.1***    Form of Registrant's Class A common stock certificate.
 10.1***    Form of Indemnification Agreement entered into by the
            Registrant with each of its directors and executive
            officers.
 10.2****   1998 Stock Plan, as amended, and forms of related
            agreements.
 10.3***    1998 Employee Stock Purchase Plan.
 10.4***    Form of Employment Agreement between the Registrant and John
            J. Kilcullen dated as of July 1, 1998.
 10.5*****  Credit Agreement among IDG Books Worldwide, Inc., as borrower,
            and a group of lending banks, dated July 30, 1999.
 10.6***    Form of Compensation Agreement between the Registrant and
            John P. Ball dated as of July 1, 1998.
 10.7***    Form of Compensation Agreement between the Registrant and
            James A. Doehrman dated as of July 1, 1998.
 10.8***    Form of Compensation Agreement between the Registrant and
            Brenda L. McLaughlin dated as of July 1, 1998.
 10.9***    Corporate Services Agreement between the Registrant and IDG
            dated as of June 1, 1998.
 10.10***   Registration Rights Agreement between the Registrant and IDG
            Enterprises, Inc. dated as of June 1, 1998.
 10.11***   Trademark License Agreement between the Registrant and IDG
            dated June 1, 1998.
 10.12***   Non-competition Agreement between the Registrant and IDG
            dated as of June 1, 1998.
 10.13***   Tax Allocation Agreement between the Registrant and IDG
            dated as of June 1, 1998.
 10.14***   Restated Share Exchange Agreement between the Registrant,
            IDG Enterprises, Inc. and State Street Bank and Trust
            Company dated May 21, 1998.
 10.15*     Employee Stock Ownership Plan of Registrant effective as of
            October 1, 1997.
 10.16*     Office Lease between Crosspoint Seven, LLC "Landlord" and
            IDG Books Worldwide, Inc. "Tenant".
 13.1       Annual Report to Stockholders.
 23.1       Independent Auditors' Consent.
 23.2       Independent Auditors' Report on Schedule.
 27.1       Financial Data Schedule.

--------------

* Incorporated by reference from the Registrant's report on Form 10-K, (File No. 000-24617) filed with the Securities and Exchange Commission on December 28, 1998

** Incorporated by reference from the Registrant's report on Form 8-K, (File No. 000-24617) filed with the Securities and Exchange Commission on August 17, 1999

*** Incorporated by reference from the Registrant's Registration Statement on Form S-1, as amended (File No. 333-53433) declared effective on July 27, 1998

**** Incorporated by reference from the Registrant's Registration Statement on Form S-8 (File No. 333-67977), filed November 25, 1998.

***** Incorporated by reference from the Registrant's report on Form 10-Q (File No. 000-24617), filed with the Securities and Exchange Commission on August 10, 1999

IDG BOOKS WORLDWIDE, INC.

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

	IDG BOOKS WORLDWIDE, INC.

	(Registrant)

Dated: January 13, 2000

	By:	/s/ JOHN J. KILCULLEN

	JOHN J. KILCULLEN
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by or on behalf of the following persons on behalf of the registrant and in the capacities and on the dates indicated.

        Signature                        Title                      Date
--------------------------  --------------------------------  -----------------
/s/ JOHN J. KILCULLEN       Chairman of the                   January 13, 2000
--------------------------  Board of Directors,
 (John J. Kilcullen)        and Chief Executive Officer


/s/ PATRICK J. MCGOVERN     Director                          January 13, 2000
--------------------------
 (Patrick J. McGovern)


/s/ JULIUS A. HOEFT         Director                          January 13, 2000
--------------------------
 (Julius A. Hoeft)

/s/ AXEL J. LEBLOIS         Director                          January 13, 2000
--------------------------
 (Axel J. Leblois)

/s/ KELLY P. CONLIN         Director                          January 13, 2000
--------------------------
 (Kelly P. Conlin)

IDG BOOKS WORLDWIDE, INC.
SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
Years Ended September 30, 1997, 1998 and 1999
(in thousands)

                           Balance  Additions                 Balance
                             at      Charged        Net         at
                          Beginning     to      Deductions    End of
       Description        of Period  Expense   (Recoveries)   Period
------------------------- --------- ---------- ------------- ---------
Allowance for sales
 returns:
  1997..................   $15,390    $31,026       $28,583   $17,833
  1998..................    17,833     38,372        34,315    21,890
  1999..................    21,890     49,185        39,079    31,996

Allowance for doubtful
 accounts:
  1997..................     1,500      1,811          (154)    3,465
  1998..................     3,465      1,225           135     4,555
  1999..................     4,555        832           377     5,010

Reserve for inventory
  obsolescence
  1997..................     8,208      5,194         1,468    11,934
  1998..................    11,934      8,093         5,649    14,378
  1999..................    14,378      9,665         9,536    14,507

Reserve for royalty
 advances:
  1997..................       993      1,006          --       1,999
  1998..................     1,999        800          (463)    3,262
  1999..................     3,262        800          --       4,062