<Page>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549


                                    FORM 10-Q
   (Mark One)
   [GRAPHIC OMITTED]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES ACT OF 1934

               For the quarterly period ended December 31, 2002

                                       OR
   [GRAPHIC OMITTED]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES ACT OF 1934

                        For the transition period from to

                        Commission file number: 000-26097
                     -----------------------------------

                                 HOOVER'S, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       DELAWARE                       74-2559474
                   (STATE OR OTHER                  (I.R.S. EMPLOYER
                   JURISDICTION OF                   IDENTIFICATION
                   INCORPORATION OR                     NUMBER)
                    ORGANIZATION)

                   5800 AIRPORT BOULEVARD, AUSTIN, TX 78752
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                (512) 374-4500
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                 -------------------------------------------



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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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. /X/ Yes |_| No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). /X/ Yes |_| No

     As of December 31, 2002, the registrant had 15,628,570 shares of common
                   stock outstanding, net of treasury stock.



<Page>



                                  HOOVER'S INC.
                          QUARTERLY REPORT ON FORM 10-Q
                                DECEMBER 31, 2002

                                TABLE OF CONTENTS


<Table>
<Caption>

                                                                                                  PAGE
                                                                                                 NUMBER
                                                                                                --------
<S>                                                                                             <C>

PART I.      FINANCIAL INFORMATION

ITEM 1       Consolidated Financial Statements (Unaudited)

             Consolidated Balance Sheets as of December 31, 2002,
                  and March 31, 2002                                                               2

             Consolidated Statements of Operations for the
                  three and nine months ended December 31, 2002 and 2001                           3

             Consolidated Statements of Cash Flows for the
                  nine months ended December 31, 2002 and 2001                                     4

             Notes to Consolidated Financial Statements                                            5

ITEM 2       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                              9

ITEM 2A      Risk Factors                                                                         17

ITEM 3       Quantitative and Qualitative Disclosures About
                  Market Risk                                                                     27

ITEM 4       Controls and Procedures                                                              27


PART II.     OTHER INFORMATION

ITEM 1       Legal Proceedings                                                                    28

ITEM 2       Changes in Securities and Use of Proceeds                                            28

ITEM 3       Defaults Upon Senior Securities                                                      28

ITEM 4       Submission of Matters to a Vote of Securities
                           Holders                                                                28

ITEM 5       Other Information                                                                    28

ITEM 6       Exhibits and Reports on Form 8-K                                                     28

SIGNATURES                                                                                        30

CERTIFICATIONS                                                                                    31
</Table>


<Page>




PART I:     FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS

                                 HOOVER'S, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<Table>
<Caption>

                                                                                  DECEMBER 31, 2002       MARCH 31, 2002
                                                                                ---------------------   ------------------
                                                                                     (UNAUDITED)
<S>                                                                             <C>                     <C>

ASSETS
Current assets:
  Cash and cash equivalents                                                          $22,618                $17,558
  Short-term investments                                                              16,150                 15,233
                                                                                ------------------------------------------
  Cash, cash equivalents and short-term investments                                   38,768                 32,791
  Accounts receivable, less allowance for doubtful accounts of $312 and
   $250 at December 31, 2002, and March 31, 2002, respectively                         1,591                  2,726
  Book inventory, less allowances for excess and obsolete inventory of
   $18 and $23 at December 31, 2002, and March 31, 2002, respectively                    180                    156
  Prepaid expenses and other current assets                                              555                    471
                                                                                ------------------------------------------

Total current assets                                                                  41,094                 36,144
Fixed assets:
  Furniture and fixtures                                                               1,432                  1,429
  Computer and office equipment                                                        7,181                  6,597
  Capitalized web site development costs                                               1,076                  1,016
  Leasehold improvements                                                               1,353                  1,329
                                                                                ------------------------------------------

                                                                                      11,042                 10,371
  Less accumulated depreciation                                                      (8,128)                (6,229)
                                                                                ------------------------------------------

Fixed assets, net                                                                      2,914                  4,142
Intangible assets, net                                                                    28                     65
Other assets                                                                              17                     17
                                                                                ------------------------------------------

Total assets                                                                         $44,053                $40,368
                                                                                ==========================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
  Accounts payable and commissions                                                      $898                 $1,042
  Accrued employee liabilities                                                         1,213                    980
  Accrued expenses                                                                     2,474                  2,460
  Deferred revenue                                                                     9,402                  7,853
                                                                                ------------------------------------------

Total liabilities                                                                     13,987                 12,335

Stockholders' equity:
  Common stock, $ 01 par value, 50,000,000 shares authorized, 16,227,924 and
15,869,695 shares issued at December 31, 2002, and March 31,
  2002, respectively                                                                     162                    159
  Preferred stock, $ 01 par value, 10,000,000 shares authorized, no shares
  issued at December 31, 2002, and March 31, 2002, respectively                            -                      -
  Additional paid-in capital                                                          96,853                 96,037
  Unearned stock compensation                                                              -                  (107)
  Accumulated other comprehensive income                                                 (5)                      -
  Accumulated deficit                                                               (65,604)               (66,716)
  Treasury stock at cost -- 599,354 shares at December 31, 2002, and
  March 31, 2002, respectively                                                       (1,340)                (1,340)
                                                                                ------------------------------------------

Total stockholders' equity                                                            30,066                 28,033
                                                                                ------------------------------------------
Total liabilities and stockholders' equity                                           $44,053                $40,368
                                                                                ==========================================
</Table>



SEE ACCOMPANYING NOTES.

                                        2
<Page>




                                 HOOVER'S, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>

                                                                THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                                    DECEMBER 31,                           DECEMBER 31,
                                                         --------------------------------    -------------------------------
                                                               2002               2001             2002                2001
                                                              -----              -----            -----               -----
<S>                                                      <C>                <C>              <C>                 <C>

Revenues:
  Subscriptions                                              $6,946             $5,309          $19,348             $15,693
  Advertising and e-commerce                                    766              1,501            2,754               4,550
   Licensing and syndication                                    475                717            1,355               2,483
  CD-ROM and print, net                                         393                360              853                 828
                                                         -------------------------------------------------------------------

Net revenues                                                  8,580              7,887           24,310              23,554
  Cost of revenues                                          (2,035)            (2,511)          (6,533)             (8,127)
                                                         -------------------------------------------------------------------

Gross profit                                                  6,545              5,376           17,777              15,427

Expenses:
  Product development                                           555                368            1,506               1,842
  Sales and marketing                                         2,635              2,406            7,381               6,939
  General and administrative                                  3,191              2,708            8,258              10,230
  Amortization and impairment of goodwill
      and intangibles                                            12                 12               37               6,238
  Non-cash compensation                                          33                 66              107                 507
                                                         -------------------------------------------------------------------
Total expenses                                                6,426              5,560           17,289              25,756
                                                         -------------------------------------------------------------------

Operating income (loss)                                         119              (184)              488            (10,329)
Interest income                                                 199                226              624                 915
Interest expense                                                  -                (1)                -                (26)
Gain (loss) on  investments                                       -                 81                -             (2,428)
                                                         -------------------------------------------------------------------

Net income (loss)                                              $318               $122           $1,112           $(11,868)
                                                         ===================================================================

Basic earnings (loss) per share                               $0.02              $0.01            $0.07             $(0.77)
                                                         ===================================================================

Diluted earnings (loss) per share                             $0.02              $0.01            $0.07             $(0.77)

Shares used in computation of earnings (loss) per share:
Basic                                                    15,515,823         15,241,091       15,383,127          15,339,607
Diluted                                                  16,378,466         15,714,390       16,194,751          15,339,607
</Table>


SEE ACCOMPANYING NOTES.


                                        3

<Page>



                                 HOOVER'S, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                                                          FOR THE NINE MONTHS ENDED
                                                                                                 DECEMBER 31,
                                                                                        ----------------------------
                                                                                           2002                 2001
                                                                                          -----                -----
<S>                                                                                     <C>                <C>

Operating activities
Net income (loss)                                                                        $1,112            $(11,868)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
  Depreciation                                                                            1,899                2,373
  Impairment of goodwill and intangibles                                                      -                5,807
Amortization of intangibles                                                                  37                  432
  Amortization of unearned stock compensation                                               107                  507
Non-cash write down of software                                                               -                  730
  Provision for doubtful accounts                                                           650                  561
  Impairment of strategic investments                                                         -                2,509
 Gain on sale of investments                                                                  -                 (81)

Changes in operating assets and liabilities:
   Accounts receivable                                                                      485                  911
   Inventories                                                                             (24)                 (80)
   Prepaid expenses and other assets                                                       (84)                (115)
   Accounts payable and commissions                                                       (144)              (1,017)
   Accrued expenses and employee liabilities                                                247                  585
   Deferred revenue                                                                       1,549                1,947
                                                                                        ----------------------------
Net cash provided by operating activities                                                 5,834                3,200

Investing activities
Purchases of fixed assets                                                                 (671)                (923)
Sale (purchases) of short-term investments                                                (922)                   50
                                                                                        ----------------------------
Net cash used in investing activities                                                   (1,593)                (873)

Financing activities
Purchase of treasury stock                                                                    -                (734)
Payments on notes payable                                                                     -              (1,014)
Payments on capital leases                                                                    -                 (25)
Net proceeds from capital stock transactions                                                819                  110
                                                                                        ----------------------------
Net cash provided by (used in) financing activities                                         819              (1,663)

 Change in cumulative translation adjustment                                                  -                 (32)
Increase in cash and cash equivalents                                                     5,060                  632
Cash and cash equivalents at beginning of period                                         17,558               30,533

Cash and cash equivalents at end of period                                               22,618               31,165
                                                                                        ----------------------------
Supplemental Disclosure:
Cash and cash equivalents at end of period                                               22,618               31,165

Increase in short term investments, net                                                     917                    -
Short-term investments at beginning of period                                            15,233                    -
Short-term investments at end of period                                                  16,150                    -
                                                                                        ----------------------------
Cash, cash equivalents and short-term investments at end of period                      $38,768              $31,165
                                                                                        ----------------------------
</Table>

SEE ACCOMPANYING NOTES.

                                        4
<Page>

                                 HOOVER'S, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

      The interim financial statements for the three and nine months ended
December 31, 2002 and 2001, and the balance sheet at December 31, 2002, have
been prepared by us pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC). Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. These statements are
unaudited and, in the opinion of management, include all adjustments (consisting
of normal recurring adjustments and accruals) necessary to present fairly the
results for the periods presented. The results of operations for such periods
are not necessarily indicative of the results expected for the full year or for
any future period. All material intercompany accounts and transactions have been
eliminated in consolidation.

      For further information, refer to the financial statements and related
notes included in our Annual Report filed on Form 10-K.

2.    NET EARNINGS (LOSS) PER SHARE

      Basic net earnings (loss) per share is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common
shares outstanding during the period, excluding shares subject to repurchase.
Diluted earnings per share is calculated by dividing net income by the weighted
average number of common shares used in the basic earnings per share calculation
plus the dilutive impact of common shares that would be issued assuming
conversion of all potentially dilutive common shares outstanding. The following
table sets forth the computation of basic and diluted earnings per share (in
thousands except for per share data):

<Table>
<Caption>

                                                                  THREE MONTHS ENDED       NINE MONTHS ENDED
                                                                     DECEMBER 31,             DECEMBER 31,
                                                                 ---------------------------------------------
                                                                     2002        2001        2002         2001
                                                                 ---------------------------------------------
<S>                                                              <C>           <C>         <C>       <C>

   Net income (loss) available to common shareholders                $318        $122      $1,112    $(11,868)

   Weighted average shares outstanding, basic                      15,516      15,241      15,383       15,340
   Dilutive effect of employee stock options and warrants             862         473         812            -
                                                                 ---------------------------------------------

   Adjusted weighted average shares outstanding, diluted           16,378      15,714      16,195       15,340

   Net income (loss) per share
   Basic                                                            $0.02       $0.01       $0.07      $(0.77)
   Diluted                                                          $0.02       $0.01       $0.07      $(0.77)
</Table>


3.    RECLASSIFICATIONS

      Reclassifications have been made to the prior year financial statements to
conform to the current year presentation.

4.    CAPITAL STOCK AND STOCK PLANS

      During the quarters ended December 31, 2002 and 2001, $33,000 and $66,000
were recognized as non-cash compensation expense, respectively. As of December
31, 2002, there was no remaining unearned stock compensation.



5.    STOCK BUYBACK

                                        5
<Page>

      In December 2000, Hoover's received Board approval of a plan to buy back
up to 10% of the approximately 15 million outstanding shares of its common
stock. No shares were repurchased in the nine months ended December 31, 2002.
From the inception of the program through December 31, 2002, 449,354 shares have
been repurchased, at an average price of $2.65, bringing the total number of
treasury shares to 599,354 at an average price of $2.24.

6.    BUSINESS COMBINATION AND IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS

      Hoover's recorded $25.5 million in goodwill and other intangibles related
to its purchase of Powerize.com, which was completed in August 2000. After the
acquisition, primarily due to changes in the outlook for advertising and the
decline in the market for the sale of advertising on newsletters served by
Powerize, the Company determined that the value of key assets acquired was
impaired and recorded an impairment charge of $15.4 million in the fourth
quarter of fiscal 2001. Subsequent events involving the decision to discontinue
the NewsStand and Hoover's Intelligence Monitor products indicated further
impairment. As a result, the Company further reduced the carrying amount of
these intangible assets in the first fiscal quarter of 2002. In addition to
recording $407,000 of amortization expense in the June 2001 quarter, the Company
recorded an impairment charge of $5.8 million during that quarter to write down
the goodwill and other intangibles. As of March 31, 2002, the Company had no
remaining goodwill. The Company recognized $12,000 in amortization expense,
related to intangibles, during the quarters ended December 31, 2002 and 2001,
respectively. As of December 31, 2002, the Company had $28,000 of net
intangibles.


7.    COMPREHENSIVE INCOME (LOSS)

      The Company's comprehensive income (loss) is composed of net income (loss)
and unrealized gains and losses on short-term investments held as
available-for-sale investments. The following table presents the calculation of
comprehensive income (loss) (in thousands):

<Table>
<Caption>

                                                                       THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                          DECEMBER 31,              DECEMBER 31,
                                                                      -----------------------------------------------
                                                                         2002        2001        2002           2001
                                                                      -----------------------------------------------
<S>                                                                   <C>            <C>       <C>         <C>

       Net income (loss)                                                 $318        $122      $1,112      $(11,868)
       Unrealized gain (loss) on short-term investments                   (7)           -         (5)              -
                                                                      -----------------------------------------------
       Total comprehensive income (loss)                                 $311        $122      $1,107      $(11,868)
                                                                      ===============================================
</Table>


8.    RELATED PARTY TRANSACTIONS

      Hoover's purchases certain information included in its databases from
Media General Financial Services, a subsidiary of a stockholder of the Company.
Hoover's paid approximately $77,000 and $46,000 during the quarters ended
December 31, 2002 and 2001, respectively, for this information. Hoover's had
outstanding amounts payable of approximately $74,000 and $59,000 at December 31,
2002 and 2001, respectively, to Media General Financial Services.

      Hoover's entered into a strategic agreement with Fortune, a subsidiary of
a stockholder of the Company, during fiscal year 2001, to collaborate on online
content integration, subscriptions, advertising and e-commerce initiatives. The
strategic agreement obligates Fortune to spend $250,000 per fiscal year with the
Company, while the Company is obligated to spend $750,000 per fiscal year with
Fortune and/or its related entities through March 31, 2003. This agreement was
subsequently modified, allowing Hoover's to potentially defer up to $250,000 of
its obligation into fiscal year 2004. Hoover's recorded advertising and
e-commerce revenue of approximately $53,000 and $6,000 for the quarters ended
December 31, 2002 and 2001, respectively, under this agreement. Additionally,
Hoover's paid $170,000 and $5,000 in the quarters ended December 31, 2002 and
2001, respectively, for advertising and marketing services from AOL Time Warner,
under this agreement. This agreement terminates upon a change in control of
Hoover's after applicable notice is provided.



      Hoover's has a strategic agreement, entered into during fiscal year 2001
and modified in fiscal 2002 with 10-K Wizard, a company in which Hoover's holds
a minority equity interest. The modified agreement provides for fee-based
delivery of 10-K Wizard content on Hoover's Online, as well as cross-marketing
agreements to sell

                                        6
<Page>


subscriptions to the respective services. For the quarters ended December 31,
2002 and 2001, Hoover's paid approximately $29,000 and $8,000, respectively,
under this agreement.

      Hoover's has a commitment from Knowledge Universe, a stockholder of the
Company, entered into during fiscal year 2000, to purchase at least $2.0 million
of advertising, subscriptions, sponsorships, content licensing or other services
through September 2003 at fair value prices at the time of the purchases.
Hoover's has recognized a total of $1.1 million in revenue under this agreement,
but recognized no revenue from this commitment in the quarters and nine-month
periods ended December 31, 2002 and 2001, respectively. Hoover's can provide no
assurance that Knowledge Universe will purchase the remainder of these services
within the contractual period. Even if these services are purchased, Hoover's
can provide no assurance that it will be successful in collecting any amounts
due.

9.    CAPITALIZED WEB SITE DEVELOPMENT COSTS

      During the fiscal year ended March 31, 2001, Hoover's invested a total of
$1.8 million in systems to support its subscription and e-commerce services, as
well as systems to catalog and merchandise electronic reports on Hoover's
Online. These costs primarily included third-party licenses and outside
consulting. These costs were required to be capitalized under the accounting
guidance of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT
COSTS. As the projects were completed during the quarter ended December 31,
2000, the Company began amortizing $1.1 million in costs over the estimated
useful life of two years. The remaining balance of $730,000 related to design
work for a more elaborate e-commerce transaction engine. In the quarter ended
September 30, 2001, the Company evaluated the return associated with the
completion of this project and determined that the future costs associated with
this project were not justified and wrote off these remaining costs. During the
quarters ended December 31, 2002 and 2001, Hoover's recognized $127,000 and
$103,000, respectively, of amortization expense associated with these costs.
Amortization expenses as well as the prior year write-off are included in
product development costs.

      During the quarter ended December 31, 2002, Hoover's began development
work on web site enhancements that include the development of a new user
experience for paid subscribers and users of free services, expansion of its
proprietary industry classification system; upgrades to its content management
system; the development of new search technology; and significant usability
improvements to the site's user interface. For the quarter ended December 31,
2002, $60,000 has been capitalized under the accounting guidance of Emerging
Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS. It is
anticipated that the project will be completed during the next fiscal year at
which time the amortization of such costs will commence.

10.   RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

      As of April 1, 2002, Hoover's adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 144 ("FAS 144"), ACCOUNTING FOR
THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. FAS 144 supercedes previous
guidance related to the impairment or disposal of long-lived assets. For
long-lived assets to be held and used, it resolves certain implementation issues
of the former standards, but retains the basic requirements of recognition and
measurement of impairment losses. For long-lived assets to be disposed of by
sale, it broadens the definition of these disposals that should be reported
separately as discontinued operations. There was no impact on the Company of
adopting FAS 144, except that future sales of long-lived assets may be required
to be presented as discontinued operations, which would be a different
presentation than under previous accounting standards.

11.   SUBSCRIPTION REVENUE

      Subscription revenue is derived from both individual and multi-seat
enterprise accounts. An individual account is a single user who subscribes to
either our Hoover's Lite product or our personal subscription offering, which
has not been offered to new customers since August 2001. Multi-seat enterprise
accounts are generally enterprises who subscribe to either Hoover's Pro or
Hoover's Pro Plus. These accounts allow for several users to concurrently access
Hoover's Online. The following table presents the detail of subscription revenue
(in thousands) for the three and nine months ended December 31, 2002 and 2001,
respectively:

                                        7
<Page>


<Table>
<Caption>

                                                   THREE MONTHS ENDED          NINE MONTHS ENDED
                                                      DECEMBER 31,                DECEMBER 31,
                                                  -------------------------------------------------
                                                    2002          2001          2002          2001
                                                  -------------------------------------------------
<S>                                               <C>           <C>          <C>           <C>

       Individual                                 $1,026        $1,356        $3,254        $4,914
       Multi-seat                                  5,920         3,953        16,094        10,779
                                                  -------------------------------------------------
       Total subscription revenue                 $6,946        $5,309       $19,348       $15,693
                                                  =================================================
</Table>


12.   INCOME TAXES

   Despite net income in the quarter and year-to-date period ended December 31,
2002, we have incurred operating losses for all years from inception (February
1990) through the fiscal year ended March 31, 2002. We have recorded a valuation
allowance for 100% of our net deferred tax assets because our historical
operating results indicate that the net deferred tax assets may not be realized
because of uncertainties regarding our ability to generate sufficient taxable
income during the carryforward period to utilize the net operating loss
carryforwards. As of March 31, 2002, Hoover's had federal net operating loss
carryforwards of approximately $52.5 million. The net operating loss
carryforwards will expire beginning in 2005, with most of the loss expiring
after 2017, if not utilized.

   Utilization of the net operating losses may be subject to a substantial
annual limitation due to the "change in ownership" provisions of the Internal
Revenue Code of 1986. This annual limitation may result in the expiration of net
operating losses before utilization.

13.   PROPOSED MERGER

      On December 5, 2002, Dun & Bradstreet Corporation ("D&B") and
Hoover's announced a definitive agreement whereby D&B will acquire Hoover's.
The transaction is valued at $7.00 per share in cash, for a total of
approximately $117 million. On January 2, 2003, D&B and Hoover's jointly
announced that the Federal Trade Commission granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Act of 1976 with respect
to the transaction with D&B. On January 8, 2003, Hoover's filed its
Definitive Proxy Statement with the SEC. As detailed in the Proxy Statement,
the Special Meeting of Shareholders will be held at Hoover's headquarters in
Austin at 8:30 a.m. on Friday, February 14, 2003. Shareholders holding
Hoover's stock as of December 19, 2002, will be entitled to vote at the
meeting. See "Legal Proceedings" in Part II of this Form 10-Q for a
description of legal proceedings related to the proposed merger.

                                        8
<Page>




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

      THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS QUARTERLY REPORT
ON FORM 10-Q. EXCEPT FOR THE HISTORICAL FINANCIAL INFORMATION AND HISTORICAL
STATEMENTS CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS QUARTERLY REPORT ON
FORM 10-Q MAY BE CONSIDERED "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS INCLUDE
DECLARATIONS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF HOOVER'S
AND ITS MANAGEMENT AND MAY BE SIGNIFIED BY THE WORDS "EXPECTS," "ANTICIPATES,"
"INTENDS," "BELIEVES," OR SIMILAR LANGUAGE. MANAGEMENT'S DISCUSSION OF
HISTORICAL AMOUNTS IS ROUNDED TO THE NEAREST $100,000 ON AMOUNTS GREATER THAN
$1,000,000 AND TO THE NEAREST $1,000 ON AMOUNTS LESS THAN $1,000,000.
STOCKHOLDERS AND PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED UNDER ITEM 2A "RISK
FACTORS", AS WELL AS THOSE DISCUSSED IN THE HOOVER'S, INC. FORM 10-K FOR THE
YEAR ENDED MARCH 31, 2002.

OVERVIEW

      Hoover's, Inc., is a publisher of business information. Our Web-delivered
service, Hoover's Online, provides access to our proprietary database covering
more than 18,000 public and private companies worldwide, 300 industries and
180,000 corporate executives and board members. We also publish authoritative
reference materials through Hoover's Business Press, our print and CD-ROM
publishing business, and license information to a number of third parties.

      On December 5, 2002, Dun & Bradstreet ("D&B") and Hoover's announced a
definitive agreement whereby D&B will acquire Hoover's. The transaction is
valued at $7.00 per share in cash, for a total of approximately $117 million. On
January 2, 2003, D&B and Hoover's jointly announced that the Federal Trade
Commission granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Act of 1976 with respect to the transaction with
D&B. On January 8, 2003, Hoover's filed its Definitive Proxy Statement with the
SEC. As detailed in the Proxy Statement, the Special Meeting of Shareholders
will be held at Hoover's headquarters in Austin at 8:30 a.m. on Friday, February
14, 2003. Shareholders holding Hoover's stock as of December 19, 2002 will be
entitled to vote at the meeting. See "Legal Proceedings" in Part II of this Form
10-Q for a description of legal proceedings related to the proposed merger.

      Hoover's Online offers a range of paid subscription services as well as a
free, advertising-supported service. Visitors to the free areas of our site can
access company capsules and basic information. Subscribers to our paid offerings
gain access to deeper information from the proprietary Hoover's database and the
databases of several third parties, including D&B, Media General Financial
Services, and Mergent FIS. Paying subscribers also gain access to a wider array
of tools for searching, sorting, selecting, printing, and downloading
information from the Hoover's database. We focus primarily on selling
subscriptions to sales, marketing and business development professionals and
senior executives with similar needs at small to mid-sized businesses and
divisions of larger entities. These customers primarily use Hoover's Online to
prospect and prepare for client meetings, sales presentations, vendor and
partner negotiations, and other business opportunities.

      Hoover's was founded in 1990 as a publisher of reference books. Hoover's
Online was launched in 1995 and served approximately 4.1 million unique visitors
in the quarter ended December 31, 2002, compared to 3.4 million in the quarter
ended December 31, 2001. Our current measure of unique visitors is determined by
third-party and internally developed software that counts the number of separate
computers that access our Web site. Through March 2002, our reported measure of
unique visitors was determined exclusively by internally developed software that
counted only unique hosts. Unique hosts consist of individual computers as well
as proxy servers that represent numerous users and we reported 2.5 million
unique visitors for the quarter ended December 31, 2001, using that methodology.



      Through the strength of the Hoover's brand, the quality of our database,
and the effectiveness of our sales channels, Hoover's has built a paid
subscriber base that includes 8,919 multi-seat enterprise accounts. As of
December

                                        9
<Page>

31, 2002, we had approximately 14,300 individual subscribers, which included
approximately 2,800 subscriptions to Hoover's Lite and approximately 11,500
subscriptions to a lower-priced product that we no longer offer to new
customers.

      We believe our proprietary database is an important competitive advantage
that provides information on more than 18,000 public and private companies
worldwide. This database is produced and maintained by our editorial staff,
which consists primarily of researchers, writers, editors as well as third-party
sources, such as Media General Financial Services. Our editorial staff also
compiles and maintains lists of key personnel at companies in our database, a
valuable resource for our customers. We have entered into agreements with
third-party information providers, including D&B, that complement our core
database with information on more than 13 million additional company records, as
well as financial data and industry analysis.

      We focus our resources primarily on growing our subscription revenue base,
particularly our multi-seat enterprise accounts. We view this business as
attractive in that it consists primarily of 12-month contracts that are invoiced
in full and generally collected within normal terms, usually in less than 30
days. This generates attractive cash flows and predictable, recurring revenues.
Our individual subscription business is a mix of both monthly and annual
subscribers who pay up front, primarily with a credit card.

      The renewal rate for multi-seat enterprise accounts, which accounted for
approximately 85% of subscription revenue for the three months ended December
31, 2002, was 74%, compared to 70% for the three months ended December 31, 2001.
We calculate our renewal rate by dividing the dollars renewed in a given period
by the dollars available for renewal in that same period. Individual
subscriptions, which accounted for approximately 15% of subscription revenue
during the three months ended December 31, 2002, generally have lower renewal
rates than our multi-seat enterprise accounts.

      We generate revenue from four sources:

            -  Multi-seat enterprise and individual subscriptions
            -  Advertising and e-commerce
            -  Licensing
            -  Print publishing

MULTI-SEAT ENTERPRISE AND INDIVIDUAL SUBSCRIPTIONS

      As of December 31, 2002, we offered two subscription options targeted
toward multi-seat enterprise customers: Hoover's Pro and Hoover's Pro Plus. The
list price for Hoover's Pro is currently $1,995 for a 1-5 seat annual
subscription. Hoover's Pro Plus, with online downloading capabilities, has a
current list price of $4,995 per year, for up to 5 seats. We have larger
accounts, for which the pricing was specifically negotiated, based on a variety
of factors, such as number of users and product delivery options. We
periodically offer pricing discounts and promotions for our products and
services.

      To meet the needs of single-seat users, we offer Hoover's Lite. This lower
priced, single-seat subscription offering includes access to our proprietary
business information, but without many of the tools and functionality available
to our Pro and Pro Plus subscribers. This product is currently priced at $49.95
per month or $399 per year. We also have individual subscribers who pay $29.95
per month or $199 per year, under a pricing plan that has not been offered to
new customers since August 2001.

      We recognize subscription revenues on a monthly basis, and we record
prepaid annual individual and multi-seat enterprise subscriptions as deferred
revenues upon collection. Deferred revenues are amortized into revenues over the
term of the subscription.

      Our sales force, located in Austin, Texas, primarily pursues multi-seat
enterprise accounts. Most of our sales come from leads generated from
visitors to the free content on Hoover's Online, direct marketing and other
promotional programs. We have also initiated efforts to sell these
subscriptions through outbound selling efforts, utilizing various lead
sources. These combined sales efforts produce the majority of subscription
sales. We utilize a reseller based in the United Kingdom and have recently
entered into a reseller agreement with a firm in Australia. Our Hoover's
Lite product is sold both online and by our sales force.

ADVERTISING AND E-COMMERCE

                                       10
<Page>

      We offer a variety of advertising products such as customized packages of
different sized advertisements -- including placement packages, sponsorships,
standard banners and buttons, large units containing interactive advertisements,
newsletters and direct e-mail. Advertisements can be delivered throughout
Hoover's Online or within a narrow, more targeted area within the site. Pricing
for advertising programs varies depending on size of the units and the level of
integration, among other factors. Banners and button advertisements that are
sold as stand-alone products are generally sold under short-term insertion
orders based on a cost per thousand impressions served. Other advertising
arrangements are customized, including the resale of excess inventory through
third parties and our selling of advertising on other Web sites. Revenues are
recognized either as the impressions are delivered, the obligations are
fulfilled or ratably over the contract period.

      We generate e-commerce revenues from sponsors that pay a percentage of
sales directly generated by their placement on Hoover's Online and/or placement
or other fees for integration of the sponsor's offers within Hoover's Online.
Generally, most of our e-commerce contracts have a term of one year, although a
few of the contracts have shorter durations. Our advertising and e-commerce
sales force consists of account executives and support staff. Our account
executives handle high-level relationships with clients and advertising
agencies. We currently maintain sales offices in New York City and San
Francisco.

LICENSING

      We have licensed portions of our database to third parties since 1991. Our
customers range from traditional online service providers, such as Factiva and
LexisNexis, to other Web sites, such as The Microsoft Network. Our licensing
customers generally receive a data feed in XML or ASCII formats, or may take
advantage of a number of hosted options including "XML Search and Retrieval" or
an HTML search solution that allows the customer to place a small search box on
their Web site. License fees are generally based upon variables, such as the
amount of information and number of tools, the number of seats, the number of
capsules viewed or the number of terminals.

      For some licensees, Hoover's provides a co-branded set of Web pages, which
allows both parties to market and promote their products and services. Hoover's
does not recognize any direct revenue or expense from these marketing
arrangements.

      With the August 1, 2000, acquisition of Powerize.com, we began operating
the Hoover's NewsStand. NewsStand served as a distributor for publishers seeking
to electronically deliver their publications on a Lotus Notes platform.
Publishers using the NewsStand service included BNA, Inc., and Platt's, with BNA
comprising more than 90% of the revenue. During the fiscal year ended March 31,
2002, we made a decision to discontinue the NewsStand service because it was
highly dependent on one customer, was not core to the our strategy of serving
customers through the Internet and was not operationally efficient. In addition,
during the 2002 fiscal year, we discontinued another Powerize.com product,
Hoover's Intelligence Monitor ("HIM"), a Web-based service that enabled
subscribers to monitor multiple news sources.

PRINT PUBLISHING

      We sell print products, containing company information under the name
"Hoover's Business Press." We also sell a small volume of CD-ROMs containing
company information. We recognize these revenues when the goods are shipped. For
our sale of print products and CD-ROMs, we provide an allowance for returns when
the products are shipped. Revenue is stated net of an allowance for returns.

COSTS AND EXPENSES

      Our cost of revenues includes editorial and technology personnel costs,
expenses associated with licensing of third-party content and tools, direct
expenses associated with our Web site, such as hosting, and other service fees,
printing and publishing costs associated with our print products and CD-ROMs,
and technology costs associated with the delivery of advertising impressions and
newsletters.

      Our product development expenses include technology personnel costs and
related consulting fees, as well as amortization of previously capitalized
product development costs.

      Sales and marketing expenses include sales, marketing and customer service
personnel costs, including commissions, as well as all marketing, advertising,
business development, and promotional expenses.

                                       11
<Page>

      General and administrative expenses consist of compensation for
administrative and executive staff, which include executive, finance, investor
relations, legal, office network, and human resource personnel, as well as fees
for general office and occupancy, depreciation, bad debt, professional services,
travel, training and taxes.

      Amortization and impairment of goodwill and intangible assets consists of
ratable amortization recorded over the useful lives of the identifiable
intangible assets and charges related to periodic reviews of the carrying amount
of goodwill and identifiable intangible assets.

      We continued to incur non-cash charges for compensation expense related to
the valuation of options and deferral of related compensation expense in the
fourth fiscal quarter of 1999. The deferred compensation resulted in non-cash
compensation expense over the four-year vesting period of these options. In
addition, pursuant to the provisions of the Salary Reinvestment section of our
1999 Stock Incentive Plan, during the fiscal year ended March 31, 2002, we
granted 9,363 options at exercise prices below the subsequently determined fair
market value of the underlying shares of common stock on the dates of grant. As
a result, we recorded non-cash stock compensation of $33,000 for the quarter
ended December 31, 2002. All unearned stock compensation was fully amortized by
December 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent liabilities. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Estimates and assumptions are
reviewed periodically. Actual results may differ from these estimates under
different assumptions or conditions.

      We believe the following represent our critical accounting policies:

            -  Revenue Recognition
            -  Allowance for Doubtful Accounts
            -  Capitalized Web Site Development Costs

REVENUE RECOGNITION:

      Subscription revenue is recognized as service is provided under the terms
of online subscription agreements. Payments received in advance of providing
services are recorded as deferred revenue and ratably amortized, in equal
monthly amounts, beginning with the initial month of service. For those
agreements where payment is not due in advance, revenue is recognized ratably
over the term of the agreement in equal monthly amounts, beginning with the
initial month of service, to the extent that collectibility is reasonably
assured and a receivable is recorded. Upon receipt of payment, the remaining
revenue to be taken is recorded as deferred revenue and amortized over the
remaining term of the agreement.

      Advertising revenues are recognized as impressions are delivered or
ratably over the contract period based on the terms of the specific customer
agreements, provided that no significant remaining obligations exist and
collection of the resulting receivable is probable. If an agreement contains
both a minimum contract period and a minimum impression guarantee, we recognize
revenue based on the lesser of the ratio of impressions delivered over the
minimum impressions guaranteed or ratably over the contract period. Any agency
fees associated with advertising are directly offset against revenue. E-commerce
revenues are earned from advertisers and other partners who pay either a fee per
transaction or a percentage of sales generated directly from their advertisement
on our Web site or from their special sponsorship of an area within our Web
site, provided that no significant remaining obligations exist and collection of
the resulting receivable is probable. Estimates based on historical trends are
used to record revenue from customers whose fee structure provides for payment
based on a percentage of revenue earned by that customer. Customer accounts are
then reconciled upon receipt of either a revenue report or actual payment.

      Licensing revenue is recognized as service is provided under the terms of
licensing agreements. Estimates based on historical trends are used to record
revenue from customers whose licensing fee structure provides for payment based
on a percentage of revenue earned by that customer. Customer accounts are then
reconciled upon

                                       12
<Page>

receipt of either a revenue report or actual payment. Payments received in
advance of providing services are recorded as deferred revenue and recorded as
revenue when earned.

      Print publishing revenues are recognized when goods are shipped to
customers. At the time of sale, an allowance for returns is established.

ALLOWANCE FOR DOUBTFUL ACCOUNTS:

      Accounts receivable are recorded net of an allowance for doubtful
accounts. Our customers are concentrated in the United States. We perform
limited credit evaluations, primarily on our advertising, e-commerce and
licensing customers as well as large multi-seat enterprise subscribers. We
generally do not require collateral and establish an allowance for estimated
losses resulting from the non-collection of customer receivables. In estimating
this allowance, we consider factors such as historical collection experience, a
customer's current credit-worthiness, customer concentrations, age of the
receivable balance, both individually and in the aggregate, and general economic
conditions that may affect a customer's ability to pay. Actual collections could
differ from our estimates.

CAPITALIZED WEB SITE DEVELOPMENT COSTS:

      During the fiscal year ended March 31, 2001, we invested $1.8 million
in systems to support our subscription and e-commerce services, as well as
systems to catalog and merchandise electronic reports on Hoover's Online.
These costs primarily included third-party licenses and outside consulting.
These costs, along with any future development costs, are required to be
capitalized under the accounting guidance of Emerging Issues Task Force 00-2,
ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS. As the projects were completed, we
began amortizing $1.1 million in costs over the estimated useful life of two
years. The remaining balance of $730,000 related to design work for a more
elaborate e-commerce transaction engine was written off in the quarter ended
September 30, 2001. Amortization expenses as well as the prior year write-off
are included in product development costs.

      During the quarter ended December 31, 2002, Hoover's began development
work on web site enhancements which include the development of a new user
experience for paid subscribers and users of our free services, expansion of
our proprietary industry classification system; upgrades to our content
management system; the development of new search technology; and significant
usability improvements to the site's user interface. For the quarter ended
December 31, 2002, $60,000 has been capitalized under the accounting guidance
of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS.
It is anticipated that the project will be completed during the next fiscal
year, at which time the amortization of such costs will commence.

      RESULTS OF OPERATIONS

      The following table sets forth, for the periods illustrated, certain
statement of operations data expressed as a percentage of net revenues:

<Table>
<Caption>
                                                                 THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                    DECEMBER 31,              DECEMBER 31,
                                                                 ------------------        -----------------
                                                                  2002         2001         2002        2001
                                                                 -----        -----        -----       -----
<S>                                                              <C>          <C>          <C>         <C>
         Revenues:
             Subscriptions                                         81%          67%          80%         67%
             Advertising and e-commerce                             9%          19%          11%         19%
             Licensing and syndication                              6%           9%           6%         11%
             CD-ROM and print, net                                  4%           5%           3%          3%
                                                                 -----        -----        -----       -----
         Net revenues                                             100%         100%         100%        100%
             Cost of revenues                                      24%          32%          27%         35%
         Gross profit                                              76%          68%          73%         65%

         Expenses:
             Product development                                    6%           5%           6%          8%
             Sales and marketing                                   31%          31%          30%         29%
             General and administrative                            37%          33%          35%         43%
             Amortization and impairment of goodwill
             and intangibles                                        0%           0%           0%         26%

             Non-cash compensation                                  0%           1%           0%          2%
                                                                 -----        -----        -----       -----
         Total expenses                                            74%          70%          71%        108%
        ----------------------------------------------------------------------------------------------------

                                       13
<Page>

         Operating income (loss)                                    2%          (2%)          2%       (43%)
         Interest income                                            2%           3%           3%          4%
         Gain (loss) on investments                                 0%           1%           0%       (11%)
                                                                 =====        ======       =====       =====
         Net income (loss)                                          4%           2%           5%       (50%)
                                                                 =====        ======       =====       =====
</Table>


      REVENUES. Net revenues for the three months ended December 31, 2002,
increased 9% to $8.6 million from $7.9 million for the three months ended
December 31, 2001. Net revenues for the nine months ended December 31, 2002,
increased 3% to $24.3 million, compared to the nine-month period in the prior
year of $23.6 million.

      Subscription revenue increased 31% to $6.9 million for the three months
ended December 31, 2002, from $5.3 million for the comparable quarter one year
ago. Subscription revenue increased 23% to $19.3 million for the nine months
ended December 31, 2002, from $15.7 million for the comparable period one year
ago. These increases in revenues were due to increases in the number of
multi-seat enterprise accounts and the average sales price of these accounts,
partially offset by the revenue lost from a decrease in individual accounts. We
increased the number of our multi-seat enterprise accounts by 15% to 8,919 as of
December 31, 2002, from approximately 7,800 as of December 31, 2001. New leads
to our business, the size and effectiveness of our salesforce, the introduction
of Hoover's Pro Plus, as well as new features to the existing product
contributed to the increase in accounts. Multi-seat enterprise accounts had an
average contract price of approximately $2,700 as of December 31, 2002, compared
to approximately $2,000 as of December 31, 2001. Average contract price is
calculated by dividing the total sales associated with our 8,919 accounts by the
number of accounts. As of both dates, our multi-seat enterprise accounts had an
average contract length of 12 months.

      As of December 31, 2002, we had approximately 11,500 subscriptions to a
lower-priced product that we no longer offer to new customers, compared to
22,000 subscriptions as of December 31, 2001. The decrease in the number of
individual subscribers reflects our change in strategy, initiated over a year
ago, to de-emphasize personal accounts in favor of higher-priced and longer-term
multi-seat enterprise accounts. In addition, as of December 31, 2002, we had
approximately 2,800 subscriptions to Hoover's Lite, a new product offered for
the first time in November 2001. Subscription revenue represented 81% of net
revenues for the three months ended December 31, 2002, compared to 67% of net
revenues in the year-ago quarter. Subscription revenue represented 80% of net
revenues for the nine months ended December 31, 2002, compared to 67% of net
revenues in the same period one year ago.

      Revenues from advertising and e-commerce decreased 49% to $766,000 for the
three months ended December 31, 2002, from $1.5 million for the three months
ended December 31, 2001. Similarly, revenues from advertising and e-commerce
decreased 39% to $2.8 million for the nine months ended December 31, 2002, from
$4.6 million for the nine months ended December 31, 2001. These declines reflect
the decline in the online and overall advertising industry that has taken place
in the past two years, reductions in barter advertising, and the absence of
advertising revenue associated with the discontinuance of our NewsStand service.
Barter revenue decreased to $90,000 in the three months ended December 31, 2002,
down from $502,000 in the same quarter one year ago. Barter revenue decreased
81% to $288,000 in the nine months ended December 31, 2002, compared to $1.5
million in the same period one year ago. These decreases in barter revenue did
not impact our net income as our marketing expense was lower by the same amount.
Advertising and e-commerce represented 9% of net revenues for the three months
ended December 31, 2002, compared to 19% of net revenues in the prior year's
quarter. Advertising and e-commerce represented 11% of net revenues for the nine
months ended December 31, 2002, compared to 19% of net revenues in the year-ago
period.

      Licensing revenues decreased 34% to $475,000 for the three months ended
December 31, 2002, from $717,000 for the three months ended December 31, 2001.
Licensing revenues decreased 45% to $1.4 million for the nine months ended
December 31, 2002, from $2.5 million for the nine months ended December 31,
2001. Licensing revenues reflect royalty payments based on use of Hoover's
content or other revenue-sharing arrangements. In fiscal year 2002, licensing
revenue also included fees earned from the licensing of the NewsStand product,
which was part of the Powerize.com acquisition on August 1, 2000. The decreases
in the three and nine months ended December 31, 2002, respectively, compared to
the three and nine months ended December 31, 2001 were due primarily to the
decision to discontinue our NewsStand service, and the Hoover's Intelligence
Monitor. Licensing revenue represented 6% of net revenues for the nine months
ended December 31, 2002, compared to 11% of net revenues in the year-ago period.

      Net revenues from print publishing were $393,000 for the three months
ended December 31, 2002, compared to $360,000 in the year-ago quarter, an
increase of 9%. Net revenues from print publishing were $853,000 for the nine


                                       14
<Page>

months ended December 31, 2002, compared to $828,000 in the year-ago period, an
increase of 3%. Print publishing revenue represented 4% and 5% of net revenues
for the quarters ended December 31, 2002, and 2001, respectively, and 3% for the
nine months ended December 31, 2002 and 2001, respectively.

      COST OF REVENUES. Cost of revenues for the three months ended December 31,
2002, decreased 19% to $2.0 million, from $2.5 million in the three months ended
December 31, 2001. Cost of revenues for the nine months ended December 31, 2002,
decreased 20% to $6.5 million, from $8.1 million in the nine months ended
December 31, 2001. The decreases in cost of revenues were primarily due to
workforce reductions that occurred last fiscal year, as well as decreases in
expenses associated with third-party content and lower ad serving and newsletter
delivery costs. Cost of revenues for the three months ended December 31, 2002,
was 24% of net revenues, compared to 32% in the comparable quarter one year ago.
Cost of net revenues for the nine months ended December 31, 2002 and 2001, was
27% and 35% of net revenues, respectively.

      PRODUCT DEVELOPMENT. Product development expenses for the three months
ended December 31, 2002, increased 51% to $555,000 from $368,000 in the three
months ended December 31, 2001. Product development expenses for the nine months
ended December 31, 2002, decreased 18% to $1.5 million from $1.8 million in the
nine months ended December 31, 2001. The increase for the three months ended
December 31, 2002, compared to the year ago period was due to increased
resources dedicated to ongoing product enhancements. The decrease for the nine
months ended December 31, 2002 from the same period of the prior year was due to
the write-off of $730,000 in September 2001 of design work for an e-commerce
transaction engine, offset by additional consulting expenditures, as well as
higher personnel costs associated with our ongoing product enhancements.

      SALES AND MARKETING. Sales and marketing expenses for the three months
ended December 31, 2002, increased 10% to $2.6 million, from $2.4 million for
the three months ended December 31, 2001. Sales and marketing expenses for
the nine months ended December 31, 2002, increased 6% to $7.4 million, from
$6.9 million for the same period in the prior year. The increases in sales
and marketing expenses were due to an increase in our subscription sales
force, higher commissions associated with higher revenues and a higher
effective rate and higher direct marketing and promotional expenses. These
increases were partially offset by lower sales expenses associated with our
advertising business, as well as reductions in barter advertising.

      GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three months ended December 31, 2002, increased 18% to $3.2 million, from
$2.7 million for the three months ended December 31, 2001. The increase was
primarily a result of $618,000 in expenses associated with the proposed
merger with D&B. The merger-related expenses consisted primarily of the
fairness opinion provided by our financial advisor as well as legal and other
professional fees. The overall increase in general and administrative
expenses was also due to an increase in bad debt expenses associated with a
higher level of subscription sales. General and administrative expenses for
the nine months ended December 31, 2002, decreased 19% to $8.3 million, from
$10.2 million for the same period one year ago primarily due to our strategy
to streamline our business and reduce costs in a difficult economy. The
effects of the September 2001 reduction in personnel, including the
elimination of the Executive Chairman position and office expenses relating
to the closure of our London office contributed to this decrease. Also, we
had decreases in training expenses, depreciation and taxes during the
nine-month period.

      AMORTIZATION AND IMPAIRMENT OF GOODWILL AND INTANGIBLES. Amortization and
impairment of goodwill and intangibles for each of the three months ended
December 31, 2002 and 2001, was $12,000. Amortization and impairment of goodwill
and intangibles for the nine months ended December 31, 2002, decreased to
$37,000, from $6.2 million for the nine months ended December 31, 2001. We
recorded $25.5 million in goodwill and other intangibles related to our purchase
of Powerize.com, which was completed in August 2000. After the acquisition,
primarily due to changes in the outlook for advertising and the decline in the
market for the sale of advertising on newsletters served by Powerize, we
determined that the value of key assets acquired was impaired and recorded an
impairment charge of $15.4 million in the fourth quarter of the fiscal year
ended March 31, 2001. The decision to discontinue the NewsStand and Hoover's
Intelligence Monitor products indicated further impairment and as a result, we
further reduced the carrying amount of goodwill and these intangible assets by
$5.8 million in June 2001. As of March 31, 2002, we have no goodwill. As of
December 31, 2002, we have $28,000 recorded in net intangibles.

      NON-CASH COMPENSATION. Non-cash compensation expense for the three months
ended December 31, 2002, decreased 50% to $33,000, from $66,000 for the three
months ended December 31, 2001. Non-cash compensation expense for the nine
months ended December 31, 2002, decreased 79% to $107,000, from $507,000 for
same period in the prior year. Of the $507,000 of non-cash compensation expense
in the year ended December 31, 2001, a one-time charge of $295,000 was related
to the acceleration of vesting of and the extension of time to exercise certain
options associated with the resignation of the Executive Chairman. The remainder
of the decrease resulted from lower

                                       15
<Page>


amortization due to the underlying option vesting schedules and the termination
of employees for which these charges related. As of December 31, 2002, there was
no remaining unearned stock compensation.

      INTEREST INCOME AND EXPENSE. Interest income for the three months ended
December 31, 2002, decreased 12% to $199,000, from $226,000 for the three months
ended December 31, 2001. Interest income for the nine months ended December 31,
2002, decreased 32% to $624,000, from $915,000 for the nine months ended
December 31, 2001. The decreases were due to lower interest earned on our
investment portfolio partially offset by increases in cash balances and
short-term investments. We had no interest expense for the three or nine months
ended December 31, 2002, compared to $1,000 and $26,000 for the three and nine
months ended December 31, 2001. The decreases were due to the repayment in full
of a note held by a shareholder in the nine months ended December 31, 2001, and
the pay-off of our capital lease obligations in the fiscal year ending March 31,
2002.

      IMPAIRMENT OF STRATEGIC INVESTMENTS. We had no impairment of strategic
investments for the three and nine months ended December 31, 2002, compared to
an impairment of $0 and $2.5 million, for the three and nine months ended
December 31, 2001, respectively. As of December 31, 2002 we have no amounts
recorded as strategic investments on our balance sheet. In prior fiscal years,
we made equity investments in several companies, both private and public, that
we considered to be strategic in nature. As a result of our prior year review,
considering the publicly traded prices for comparable companies, overall market
conditions, the status of business plans as well as the individual companies'
financial conditions and liquidity, we determined that there was permanent
impairment on these assets.

      INCOME TAXES. Despite net income in the quarter and year-to-date period
ended December 31, 2002, we have incurred operating losses for all years from
inception (February 1990) through the fiscal year ended March 31, 2002. We have
recorded a valuation allowance for 100% of our net deferred tax assets because
our historical operating results indicate that the net deferred tax assets may
not be realized because of uncertainties regarding our ability to generate
sufficient taxable income during the carryforward period to utilize the net
operating loss carryforwards. As of March 31, 2002, Hoover's had federal net
operating loss carryforwards of approximately $52.5 million. The net operating
loss carryforwards will expire beginning in 2005, with most of the loss expiring
after 2017, if not utilized.

      Utilization of the net operating losses may be subject to a substantial
annual limitation due to the "change in ownership" provisions of the Internal
Revenue Code of 1986. This annual limitation may result in the expiration of net
operating losses before utilization.

LIQUIDITY AND CAPITAL RESOURCES

      We generated $5.8 million in cash from operating activities during the
nine months ended December 31, 2002, an increase of approximately $2.6 million
over the $3.2 million generated in the same period last year. This increase is
primarily due to the Company's profitability and other working capital changes.

      As of December 31, 2002, we had $38.8 million of cash, cash equivalents,
and short-term investments. Our principal commitments as of December 31, 2002,
consisted of accounts payable, commissions and accrued expenses and employee
liabilities. Our accounts payable and commissions balance as of December 31,
2002, was $898,000, which consisted of short-term accounts, due within 30 days,
and commissions due to employees. Our accrued expenses and employee liabilities
of $3.7 million primarily includes amounts due to vendors for advertising,
marketing, and professional expenses for which we have not been invoiced as well
as unused vacation and estimated accrued bonuses due to employees. In addition,
we accrued approximately $600,000 in obligations associated with the proposed
merger transaction with D&B, consisting primarily of obligations to our
financial advisor and legal counsel. As of December 31, 2002, we had deferred
revenue of $9.4 million, which represented upfront payments, primarily related
to annual subscriptions to Hoover's Online, which have not been recognized as
revenue.

      During the three and nine months ended December 31, 2002, we did not
repurchase any shares pursuant to our approved stock repurchase program. In the
event that the proposed merger with D&B is not consummated, we may in the future
utilize cash to fulfill, in whole or in part, the purchase of the approximate
1,000,000 shares remaining under this program.

      In the event that the proposed merger with D&B is not consummated, we may
incur and pay fees of up to $5.7 million to D&B. Additionally we may, in the
future, pursue additional acquisitions of businesses, products, and technologies
or enter into joint-venture arrangements that could complement or expand our
business. Any material acquisition or joint venture could result in a decrease
to our working capital, depending on the amount, timing and nature of the
consideration to be paid.


                                       16
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      We believe that our existing cash and cash equivalents will be sufficient
to meet our anticipated cash requirements for working capital and capital
expenditures in the next 12 months. Beyond the next 12 months, our significant
commitment consists of payment of lease commitments for facilities. Although we
currently expect to meet the cash requirements of such commitments,
expenditures, and ongoing operating expenses from working capital, we may need
or choose to raise additional funds, seek a credit facility, or seek other
financing arrangements in order to meet our long-term liquidity needs.


ITEM 2A.    RISK FACTORS

      In addition to the other information in this Form 10-Q, the following
factors should be considered in evaluating our company and our business.

WE HAVE A HISTORY OF LOSSES AND MAY INCUR FUTURE LOSSES.

      We incurred net losses for each of our previous fiscal years and a net
loss of $11.9 million for the year ended March 31, 2002. At December 31, 2002,
we had an accumulated deficit of $65.6 million. Although we generated net income
of $1.1 million in the nine months ended December 31, 2002, we may never
generate sufficient revenues to sustain or increase profitability on a quarterly
or annual basis in the future.

OUR BUSINESS IS SUBJECT TO QUARTERLY FLUCTUATIONS IN OPERATING RESULTS THAT MAY
NEGATIVELY IMPACT THE PRICE OF OUR STOCK.

      Our quarterly operating results have significantly fluctuated in the past
and may fluctuate significantly in the future due to a variety of factors,
including the following:

         -  seasonal trends relating to subscriber usage of our services;

         -  the demand for advertising and seasonal trends relating to
            advertising spending, particularly on the Internet;

         -  the extent to which we experience increased competition in the
            markets for business information and advertising to a business
            audience;

         -  economic conditions specific to the online publishing industry, as
            well as general economic and market conditions.

         -  the publishing cycle of Hoover's Business Press;

         -  the number of  unique visitors, leads and  new subscriber
            acquisitions;

         -  the timing and effectiveness of our marketing efforts to acquire
            visitors and subscribers and to promote our brand;

         -  the timing and effectiveness of any co-branding arrangements or
            other strategic alliances into which we enter;

         -  expenses related to upgrading our computer systems and related
            infrastructure; and

         -  changes in our operating expenses.

      Some of our operating expenses are relatively fixed in the short term. As
a result, we may be unable to reduce our expenses quickly enough to offset any
unexpected revenue shortfall, which could have a material adverse effect on our
business, operating results, and financial condition.

      Due to all of the foregoing factors and the other risks discussed in this
section, quarter-to-quarter comparisons of our operating results as an
indication of future performance may not be appropriate. It is possible that in
some future periods our quarterly operating results may fall below the
expectations of public market analysts and investors. In such event, the price
of our common stock is likely to fall, perhaps substantially.


                                       17
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GENERAL ECONOMIC CONDITIONS HAVE AND MAY CONTINUE TO IMPACT OUR OPERATIONS
NEGATIVELY.

      A broad-based recession can cause business and individual customers to
delay, or forego entirely, investments in value-added business information
products such as ours. Similarly, companies often drastically reduce advertising
expenditures in an economic downturn. Thus, a recession in the United States may
have a material adverse effect on each of our revenue streams. The general
slowdown in the economy has caused businesses to reduce discretionary spending
in areas such as advertising and with business information providers as well as
caused business failures among existing customers. We have experienced a
significant reduction in our advertising business for more than a year as a
result of this general slowdown.

OUR FAILURE TO INCREASE THE NUMBER OF OUR SUBSCRIBERS SIGNIFICANTLY OR RETAIN
OUR CURRENT SUBSCRIBERS WOULD ADVERSELY AFFECT OUR BUSINESS.

      Subscription revenue represented 80% of our total revenue for the nine
months ended December 31, 2002, and 67% of our total revenue for the nine months
ended December 31, 2001. Our future success is highly dependent on continuing to
attract companies and businesspeople who are willing to subscribe to online
business information services. We believe that marketing relationships, direct
marketing, advertising, public relations campaigns and offering new and enhanced
content and services will help attract visitors and subscribers. Our operating
results and financial condition may be materially and adversely affected, if we:

          -  fail to generate sufficient unique visitors to Hoover's Online;

          -  fail to generate sufficient leads from such unique visitors; and

          -  fail to convert such leads to subscription sales.

      Our operating results and financial condition may also be materially and
adversely affected, if the market for individual and multi-seat enterprise
subscription-based online business information services develops more slowly
than we expect, or if our efforts to attract new subscribers are not
cost-effective.

      We also believe that our long-term success depends on our ability to
retain a substantial portion of our existing subscribers. We continue to invest
significant resources in our database, tools, customer experience, network
infrastructure and customer and technical support capabilities. We cannot be
certain that these investments will maintain or improve subscriber retention. In
addition, as businesspeople are offered competing information products and
services they may discontinue or limit their use of our services. Any loss of
significant numbers of subscribers would have a material adverse effect on our
business, operating results and financial condition.

WE ARE EVALUATING AND ADJUSTING THE SERVICES, FEATURES AND PRODUCTS THAT WE
OFFER TO OUR SUBSCRIBERS AND THE ASSOCIATED PRICES OF THESE PRODUCTS. OUR
ADJUSTED PRODUCTS AND SERVICE OFFERINGS AND PRICES MAY NOT BE ATTRACTIVE TO OUR
EXISTING SUBSCRIBERS OR POTENTIAL NEW SUBSCRIBERS.

      We routinely evaluate existing features offered on Hoover's Online, and
the various levels of access and associated prices that we offer to subscribers.
This evaluation led to a price increase effective March 1, 2002. We will also
continue to evaluate and may invest resources in the development of new features
for use on Hoover's Online, as well as for licensing to third parties. These
potential costs may be required to be capitalized under the accounting guidance
of Emerging Issues Task Force 00-2, ACCOUNTING FOR WEB SITE DEVELOPMENT COSTS.
We will continue to spend a significant amount of time and resources evaluating
and adjusting our current product offerings, as well as developing potentially
new online content, features and tools. We intend to use our marketing
activities in order to publicize our new product offerings and to attract new
visitors to Hoover's Online.

      There can be no guarantee that our revised product offerings, adjusted
prices and potential new content, features and tools, as well as the associated
marketing activities and expenditures, will increase or maintain our overall
number of subscribers or audience, increase or maintain our retention rates or
increase or maintain our total revenue derived from our service offerings and
content. Our business, operating results and financial condition may be
materially and adversely affected if we experience difficulty in attracting new
subscribers or audiences to our new service offerings, or if we experience
increased cancellations from existing subscribers or erosion of our existing
audience.


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CONTINUED DETERIORATION OF THE MARKET FOR ADVERTISING, PARTICULARLY ONLINE
ADVERTISING, OR OUR FAILURE TO PROVIDE A SUCCESSFUL ONLINE ADVERTISING AND
E-COMMERCE ENVIRONMENT WOULD ADVERSELY AFFECT OUR BUSINESS.

      For more than a year, the markets for various types of online advertising
have experienced significant declines. If this trend continues, our revenues
from advertising could be materially adversely affected. Advertising and
e-commerce represented 11% of our revenues for the nine months ended December
31, 2002. If advertisers perceive the online medium in general or Hoover's
Online in particular to be a limited or ineffective advertising medium, they may
be reluctant to advertise online or on our Web site. We compete with other Web
sites, television, and radio and print media for a share of advertisers' total
advertising budgets. Unlike traditional advertising media, standards to measure
the effectiveness of online advertising on the Internet continue to evolve. If
new standards emerge and we are unable to offer advertisers effective
advertising options as measured by these new standards, advertisers may not
continue advertising on our Web site. Furthermore, advertisers that have
traditionally relied upon other advertising media may be reluctant to advertise
significantly online. Our business, operating results, and financial condition
would be further materially and adversely affected if the market for advertising
continues to decline or recovers more slowly than expected.

      Different pricing models are used to sell advertising online. Prevalent
pricing models consist of cost per thousand impressions (CPM), cost per
placement and e-commerce or transaction share. If our base audience decreases,
we may have to charge lower advertising rates for those transactions utilizing
cost per thousand impressions. The e-commerce or transaction share model is
based on revenue sharing. Therefore, if we do not attract a sufficiently large
audience willing to purchase from our advertisers, our revenues generated from
advertisements sold under this model will decrease. In addition, there has been
an increased emphasis on performance-based advertising where pricing is based on
the ability to deliver leads, sales or traffic and a move away from CPM pricing.
We cannot assure you that we will be able to effectively deliver appropriate
advertising to successfully produce targeted or performance based advertising in
a competitive environment. Any failure to do so could have a material adverse
effect on our ability to compete in the Internet advertising market.

      It is difficult to predict which advertising pricing models and
advertising formats if any, will emerge as industry standards. This uncertainty
makes it difficult to project our future advertising rates and revenues. We
cannot assure you that we will be successful under alternative pricing models
that may emerge. Moreover, software programs that limit or prevent advertising
from being delivered to an Internet user's computer are available. Widespread
adoption of this software could materially adversely affect the commercial
viability of Internet advertising, which would materially adversely affect our
advertising revenues. In addition, we may decide that various forms of intrusive
advertising formats may negatively impact the user experience for our
subscribers in which case we would choose to forego offering those formats,
which could negatively impact our advertising revenues.

      It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
sites. We depend on third parties to provide these measurement services. If
these third parties were unable to provide these services in the future, we
would be required to perform them ourselves or obtain them from another
provider. This could cause us to incur additional costs or cause interruptions
in our business during the time we are replacing these services. Companies may
not advertise on our Web sites or may pay less for advertising if they do not
perceive our measurements or measurements made by third parties to be reliable.

SEASONALITY HAS AN EFFECT ON OUR BUSINESS.

      We have experienced seasonal trends in our traffic, subscription sales,
and advertising revenues. Traffic on Hoover's Online and the Web sites of others
with whom we license or co-brand our products is lower during the summer and
year-end vacation and holiday periods when business usage of the Internet and
Hoover's Online typically declines. This lower traffic may result in
corresponding decreases in advertising revenue. Our operating results may be
affected if we experience seasonality in future periods.

OUR CD-ROM AND PRINT BUSINESS IS SUBJECT TO A VARIETY OF RISKS.

      We sell CD-ROMs and print products, containing company information, under
the name "Hoover's Business Press." This business, like our other businesses, is
subject to a variety of risks, including evolution of the marketfrom print
products to online services , seasonality, general economic conditions, ability
to attract and retain customers, competition from other CD-ROM, print,
electronic providers, the price for paper, and ability to reach agreements with
content providers and distributors for our CD-ROM and print products.

WE DEPEND ON BRAND AWARENESS TO GROW OUR BUSINESS.

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<Page>

      The future success of Hoover's depends, in part, on our ability to
increase our brand awareness. In order to build brand awareness, we must succeed
in our marketing efforts and provide high-quality services. Our ability to
increase subscription and advertising revenues from our Web site will depend in
part on the success of our marketing campaigns and marketing relationships with
other Web sites to promote our brand. If our marketing efforts and/or marketing
relationships with third parties are unsuccessful, we cannot increase our brand
awareness, or the integrity of our brand is impaired, our business, operating
results, and financial condition may be materially and adversely affected.

OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED IF WE WERE TO LOSE OUR
EXISTING MARKETING RELATIONSHIPS OR FAIL TO GAIN ADDITIONAL STRATEGIC
RELATIONSHIPS.

      To expand our audience, we have entered into relationships to integrate
customized versions of our company information into frequently visited and well
known Web sites and services, such as FORTUNE.com, Yahoo! and The Microsoft
Network. In addition, we have entered into relationships with search engines and
their agents, such as Google and Overture, to expand our audience. Each of these
type relationships may provide links back to Hoover's Online. The success of
each of our marketing relationships depends in part on the amount of increased
viewer traffic we receive from that organization's Web site. These relationships
may not generate the number of new visitors or sales leads that we expect.
Termination of our marketing relationships may decrease the number of visitors
to our Web site, which may adversely affect our revenues.

WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE INFORMATION SERVICES
MARKET.

      The market for our online business information services is evolving. As is
typical of an evolving industry, demand and market acceptance for recently
introduced services are subject to a high level of uncertainty and risk. Because
of these factors, it is difficult to predict the future growth rate, if any, and
size of this market. We cannot assure you that the market for our online
business information services will continue to develop. If the use of online
business information services fails to continue to grow, our ability to
establish other online services could be materially and adversely affected. In
addition, we may extend our online business information services model to
additional segments of business information. We cannot assure you that we will
be successful in our efforts.

OUR MARKETS ARE HIGHLY COMPETITIVE AND SUCH COMPETITION COULD MATERIALLY AND
ADVERSELY AFFECT OUR BUSINESS.

      The market for business information in general, and for the online
services and tools offered on Hoover's Online in particular, is highly
competitive. Many Web sites and business information providers compete for the
attention and spending of businesspeople and advertisers. We expect this
competition to continue to increase. We compete for subscribers, visitors,
licensing customers, advertisers, and content providers with many types of
companies, such as:

         -  subscription business information aggregators and providers, such as
            Dialog, Factiva, LexisNexis, OneSource and The Wall Street Journal
            Interactive Edition;

         -  Web sites focused on business audiences, such as CBS MarketWatch,
            Forbes and The Wall Street Journal Interactive Edition;

         -  providers of company information, such as D&B, InfoUSA, Market
            Guide (a division of Multex) and Standard & Poor's;

         -  providers of proprietary business information, such as Bloomberg
            Business News; and

         -  free Web-based information providers such as Google, Yahoo! and
            The Microsoft Network.

      We also compete with a number of organizations with which we have other
business relationships, such as AOL Time Warner, Bloomberg, D&B, Factiva,
LexisNexis, The Microsoft Network, Yahoo! and Multex. We formed the
relationships with these organizations in order to increase the size of our
audience by introducing Hoover's Online to a greater number of people. If these
entities view us as a substantial competitive threat, they may not renew any
strategic relationship agreements currently in place and our audience and
revenues may decrease. Alternatively, we may choose not to renew the agreements
for competitive reasons, which may have a negative impact on our revenues.

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      Some of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases, and significantly greater financial, technical and marketing
resources than we do. This may allow them to devote greater resources than we
can to the development and promotion of their services. These competitors may
also undertake more far-reaching marketing campaigns, adopt more aggressive
pricing policies, including offering their business information for free, and
make more attractive offers to existing and potential new employees, businesses
with which we have strategic relationships, and advertisers. Our competitors may
develop content that is equal or superior to ours or that achieves greater
market acceptance than ours. It is also possible that new competitors may emerge
and rapidly acquire significant market share.

      We believe that the Internet industry has seen, and will continue to see,
significant merger and acquisition activity. Some of our competitors may make
strategic acquisitions or establish cooperative relationships among themselves
or with third parties to increase their ability to rapidly gain market share. If
we do not reach critical mass, or do not achieve significant market share, our
ability to compete in a consolidating market could be negatively impacted.

      As a result of these factors, we may not be able to compete successfully
for subscribers, advertisers, visitors, customers or staff, which could
materially adversely affect our business, operating results and financial
condition. Increased competition could result in price reductions, reduced
margins or loss of market share, any of which could materially adversely affect
our business, operating results and financial condition.

OUR FUTURE SUCCESS DEPENDS ON OUR EDITORIAL STAFF.

      We depend upon the efforts of our writers, researchers and other editorial
staff to produce original, timely, comprehensive, and authoritative content.
There is competition for these personnel, and we may not be able to retain
existing or attract additional highly qualified staff in the future. If we lose
the services of a significant number of our editorial staff or are unable to
continue to attract additional qualified staff, our business, operating results,
and financial condition could be materially adversely affected.


GROWTH IN OUR FUTURE OPERATIONS COULD CONTINUE TO STRAIN OUR MANAGERIAL,
OPERATIONAL AND FINANCIAL RESOURCES.

      We have experienced growth in our operations and plan to pursue growth
opportunities in our core business of subscriptions. This growth may place a
significant strain on our managerial, operational, and financial resources. We
may need to continue to upgrade or improve our operational and financial systems
and managerial controls and procedures. Our future success will also depend on
our ability to expand, train, and manage our workforce, in particular our sales
personnel. We will also need to maintain close coordination among our technical,
accounting, finance, legal, marketing, sales, and editorial personnel. If we are
unable to accomplish any of these objectives, our business, operating results,
and financial condition could be materially adversely affected.

OUR BUSINESS WOULD BE MATERIALLY ADVERSELY AFFECTED IF WE WERE TO LOSE AND FAIL
TO REPLACE OUR EXISTING SOURCES OF CONTENT.

      A number of organizations provide us with content that we integrate into
our products. If our relationships with these content providers were terminated,
we would have to eliminate their information from our products and services. We
may also need to locate alternate content providers and integrate their
information into our products and services. Extracting previously integrated
information, locating a new provider, and integrating its information may take
time and may interrupt the provision of affected services. We cannot be assured
that we would be able to replace the content we currently receive from our
content providers in a timely manner, which could have a material adverse effect
on our operating results from failure to retain existing subscribers and
advertisers or attract new subscribers and advertisers.

ACQUISITIONS MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

      In the event that the proposed merger with D&B is not consummated,
Hoover's may acquire or make further investments in complementary businesses,
products and technologies. Potential future acquisitions and investments are
subject to the following risks:

         -  acquisitions may cause a disruption in our ongoing business,
            distract our management and make it difficult to maintain our
            standards, controls and procedures;

                                       21
<Page>

         -  we may not be able to integrate successfully the services,
            content, products and personnel of any acquisition into our
            operations;

         -  we may be required to incur debt or issue debt or equity securities,
            which may be dilutive to existing stockholders, to pay for
            acquisitions. We also may be required to assume debt or contingent
            liabilities, record goodwill and/or other intangibles that may be
            subject to a future impairment, or write off in-process research and
            development or other acquisition-related expenses; and

         -  we may not derive the intended benefits of any acquisition and we
            may lose all or some portion of our  investment.

THE PROPOSED D&B MERGER MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR
BUSINESS OR THE PRICE OF OUR STOCK.

      On December 5, 2002, D&B and Hoover's announced a definitive agreement
whereby D&B proposes to acquire Hoover's. This transaction has required
significant amounts of time from our executives. It will likely continue to do
so until the transaction is consummated and thereafter if not consummated due to
potential litigation and investor relations activities. Hoover's Definitive
Proxy filed with the SEC (www.sec.gov) and mailed to shareholders delineates
certain benefits of the merger as well as potentially negative aspects of it. In
addition, if the merger is not consummated:

         -  there is the possibility that the price of Hoover's common stock
            will significantly decline

         -  certain circumstances may require Hoover's to make a payment of
            up to $5.7 million; and

         -  D&B may compete more directly against Hoover's.

WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES THAT COULD DAMAGE
OUR BUSINESS.

      If Hoover's or third-party systems cannot be expanded to support increased
demand or fail to perform effectively, we could experience:

         -  disruptions in service;

         -  inability to deliver  services as purchased;

         -  slower response times;

         -  reduced customer satisfaction;

         -  inability to process online orders;

         -  inability to properly bill the credit cards of or invoice our
            subscribers;

         -  delays in the introduction of new products and services; or

         -  vulnerability to raids (including denial of service attacks) by
            third parties,

any of which could impair our reputation, damage the Hoover's brand, and
materially adversely affect our business, operating results and financial
condition.

      Our ability to provide high-quality customer service also depends on the
efficient and uninterrupted operation of our technology infrastructure. Even
though we have developed a redundant infrastructure to protect our systems and
operations, they are vulnerable to damage or interruption from human error,
natural disasters, telecommunication failures, break-ins, sabotage, failure to
adequately document the operation of software and hardware systems and
procedures, computer viruses, intentional acts of vandalism and similar events.
If our third-party hosting facility, suffered substantial defects, errors,
disaster, or financial hardship, or if the City of Austin experienced a
catastrophic event, our business may suffer significant loss. We are in the
process of implementing a redundant Hoover's Online web site in another location
in the event of disaster at the Austin facility. Business interruption insurance
to compensate for losses that could occur for any of these risks may not be
sufficient to cover actual losses.

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      We are increasingly relying on "open source" software for developing new
functionality. Such software is not provided with a manufacturer's warranty. We
support such software with internal resources as well as with third parties, but
cannot assure you that these precautions are sufficient to prevent an adverse
effect on our operations.

      Some of our subscribers have been subjected to "pop-up" advertisements
while using our service that were generated by third parties. Such subscribers
may incorrectly assume that the advertisements were provided by our service and,
if so, may terminate use of our service. Our systems will not be able to detect
and block all such advertisements and their potentially negative impact on
subscriptions.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT WE PUBLISH AND
DISTRIBUTE AND OUR USE OF SOFTWARE LICENSES FOR OUR WEB SITE.

      We may be subject to claims for defamation, negligence, libel, copyright
or trademark infringement based on other theories relating to the information we
publish on our Web site, on the Web sites of others with whom we license or
co-brand our products, or in our books. These types of claims have been brought,
sometimes successfully, against other online services, as well as other print
publications in the past. We could also be subject to claims based upon the
content that is accessible from Hoover's Online through links to other Web
sites. In addition, we could be subject to claims for software license
infringement based on the software and other technologies that we utilize on our
Web site. We do not currently carry insurance that protects us against these
types of claims. Any claim, with or without merit, could be costly to defend and
could result in a diversion of management attention.

CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY NEGATIVELY AFFECT OUR REVENUES.

      We believe that concern regarding the security of confidential information
transmitted over the Internet, such as credit card numbers, prevents potential
customers from engaging in online transactions. We are conducting a third-party
audit of our security systems. Our infrastructure is potentially vulnerable to
physical or electronic break-ins, viruses, or similar problems. If a person
circumvents our security measures, he or she could misappropriate proprietary
information or cause interruptions in our operations. Security breaches that
result in access to confidential information could damage our reputation and
expose us to a risk of loss or liability. We may be required to make significant
investments and efforts to protect against or remedy security breaches. As
e-commerce becomes more prevalent, our audience may become more concerned about
security. If we do not adequately address these concerns, our business,
operating results and financial condition could be materially adversely
affected.

THE LOSS OF ANY OF OUR KEY PERSONNEL OR OUR FAILURE TO ATTRACT ADDITIONAL
PERSONNEL COULD HAVE A MATERIAL AND ADVERSE EFFECT ON OUR BUSINESS.

      Our future success will depend, in substantial part, on the continued
service of our senior management, particularly Jeffrey R. Tarr, our Chairman,
Chief Executive Officer and President. We have entered into employment
agreements with Mr. Tarr, and Russell Secker, Executive Vice President -
Marketing, but either may terminate his employment with us upon 30 days' prior
written notice pursuant to the terms of their employment agreements. As part of
D&B's proposed acquisition of Hoover's, D&B is requiring that Mr. Tarr enter
into a new employment agreement. No other member of our senior management has
entered into an employment agreement with us, other than agreements providing
for severance payments in the event of termination other than for cause or
termination following a change in control. We do not maintain key-person life
insurance on any of our employees. The loss of the services or breach of
confidentiality of one or more of our key personnel could have a material
adverse effect on our business, operating results and financial condition. Our
future success will also depend on our continued ability to attract, retain and
motivate highly qualified sales, technical, customer support, financial and
accounting and managerial personnel that meet our employment and ethical
standards. D&B's proposed acquisition of Hoover's may negatively affect our
ability to attract and retain competent employees. There is competition for
these qualified personnel, and we cannot assure you that we will be able to
retain our key personnel or that we will be able to attract, assimilate or
retain other highly qualified personnel in the future. We have from time to time
in the past experienced, and we may continue to experience in the future,
difficulty in hiring and retaining employees with appropriate qualifications.

IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR FACE A
CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY, WE COULD LOSE OUR
INTELLECTUAL PROPERTY RIGHTS OR BE LIABLE FOR SIGNIFICANT DAMAGES.

      We rely primarily on a combination of copyrights, service marks,
trademarks, trade secret laws, our user policy and subscription agreement,
licensing agreements and restrictions on disclosure to protect our intellectual


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<Page>

property. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use the content on our Web site or our other
intellectual property without authorization. This risk may be exacerbated by our
Pro Plus service, which allows subscribers to "download" information from our
service to the subscriber's personal computer. We cannot assure you that our
precautions will prevent misappropriation or infringement of our intellectual
property. Failure to protect our intellectual property in a meaningful manner
could have a material adverse effect on our business, operating results and
financial condition. In addition, we may need to engage in litigation in order
to enforce our intellectual property rights in the future or to determine the
validity and scope of the proprietary rights of others. Any litigation could
result in substantial costs and diversion of management and other resources,
either of which could have a material adverse effect on our business, operating
results, and financial condition.

      Because we license some data and content from third parties, our exposure
to copyright infringement actions may increase. We rely upon these third parties
to warrant the origin and ownership of licensed content. We generally obtain
representations of the origins and ownership of licensed content and generally
obtain indemnification to cover any breach of any representations. However, we
cannot assure you that these representations will be accurate or that
indemnification will be sufficient to provide adequate compensation for any
breach of these representations.

      We cannot assure you that infringement or other claims will not be
asserted or prosecuted against us in the future, whether resulting from our
internally developed intellectual property or licenses or content from third
parties. Due to the global nature of the Internet, we may be subject to such
claims asserted under the laws of foreign countries, which may differ
substantially from the United States' laws. Any future assertions or
prosecutions could materially adversely affect our business, operating results
and financial condition. Any claims, with or without merit, could be time
consuming, result in costly litigation and diversion of technical and management
personnel, or require us to introduce new content or trademarks, develop
non-infringing technology, or enter into royalty or licensing agreements. These
royalty or licensing agreements, if required, may not be available on acceptable
terms, if at all. In the event a claim of infringement is successful and we fail
or are unable to introduce new content, develop non-infringing technology or
license the infringed or similar technology on a timely basis, our business,
operating results and financial condition could be materially and adversely
affected.

OUR COMMON STOCK PRICE IS VOLATILE AND COULD FLUCTUATE SIGNIFICANTLY.

      The trading price of our stock has been and may continue to be subject to
wide fluctuations. During the nine month period ended December 31, 2002, the
closing sale price of our common stock on the NASDAQ National Market ranged from
$4.40 to $7.21 per share. The closing price on December 31, 2002 was $7.09 per
share. We believe that the announcement of our proposed merger with D&B has
contributed to volatility in our stock price. Our stock could continue to
experience similar volatility based on market speculation about the final
outcome of our shareholder vote or any delay, change, or termination of the
proposed merger with D&B. In addition, our stock price may fluctuate in response
to a number of other events and factors, such as:

         -  quarterly variations in operating results;

         -  announcements of new products, technology or strategic
            relationships by us or our competitors;

         -  changes in our financial estimates and recommendations by
            securities analysts; and

         -  the operating and stock-price performance of other companies that
            investors may deem comparable.

      As of December 31, 2002, we had 15,628,570 shares of common stock
outstanding, net of treasury shares owned. Of this total, our five largest
shareholders own approximately 53%. In addition, the directors and officers as a
group own approximately 6%. This concentration of ownership tends to reduce the
trading volume of our shares. The average daily trading volume for our shares
was only approximately 24,000 between April 1, 2002, and the December 5, 2002
announcement of our proposed acquisition by D&B. Since that date the volume has
increased.

      As of December 31, 2002, holders of 961,536 shares acquired pursuant to
our acquisition of Powerize.com, Inc., were subject to Rule 144 restrictions,
which lapsed on August 1, 2002. These shares have additional company-imposed
restrictions that lapsed on January 28, 2003. With the lapse of the company
imposed restrictions, these shares became freely tradable. If these shareholders
collectively elect to sell, it could negatively affect our share price, given
our low historical trading volume.

      In the event that the proposed merger with D&B is not consummated, we may
resume repurchases under the stock repurchase plan authorized by our Board in
December 2000. Such activity, or the lack of activity with regard to

                                       24
<Page>


the repurchase of shares by us, may contribute to fluctuations in our stock
price. Share repurchases by us over time may have the impact of reducing the
number of shares in the public float. In addition, in the event that the
proposed merger with D&B is not consummated, future sales of our common stock
may depress our stock price and might make it more difficult for us to sell
equity securities in the future at a time and price that we otherwise might deem
appropriate.

      Sales of substantial amounts of common stock by existing stockholders
(including shares issued upon the exercise of stock options), or the perception
that such sales could occur, may materially and adversely affect prevailing
market prices for our common stock. The possibility that the pending transaction
with D&B may not be completed could increase the likelihood or perception that
sales of substantial amounts of our stock will occur.

      In addition, the stock markets in general, have experienced extreme
volatility. These broad market and industry fluctuations, combined with the
other factors identified may contribute to volatility and adversely affect the
price of our common stock, regardless of our operating performance.

IF WE CANNOT KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGY AND THE DEMANDS OF OUR
CUSTOMERS, WE MAY BE UNABLE TO ENHANCE OUR EXISTING SERVICES OR INTRODUCE NEW
SERVICES.

      The market in which we operate is characterized by rapidly changing
technology, evolving industry standards, frequent new service announcements,
introductions and enhancements, and evolving customer demands. The nature of the
Internet and the electronic distribution of business information, including
distribution through wireless channels and products, Enterprise Information
Portals (EIP) and corporate intranets, exacerbate these market characteristics.
Accordingly, our future success will depend on our ability to adapt to rapidly
changing technologies and industry standards, and our ability to continually
improve the performance, features and reliability of our services in response to
both evolving customer demands and competitive service offerings.

      Our inability to adapt successfully to these changes in a timely manner or
the failure of our new service announcements, introductions or enhancement to
operate properly upon implementation could have a material and adverse effect on
our business, operating results and financial condition. Furthermore, we may
experience difficulties that could delay or prevent the successful design,
development, testing, introduction or marketing of new services. Any
enhancements to existing services will involve implementation risks and, once
correctly implemented, may not adequately meet the requirements of our current
and prospective customers or achieve any degree of significant market
acceptance. If we are unable, for technological or other reasons, to develop and
introduce new services or enhancements to existing services in a timely manner
or in response to changing market conditions or customer requirements, or if our
services or enhancements contain defects or do not achieve a significant degree
of market acceptance, our business, operating results and financial condition
would be materially adversely affected.

WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE
INTERNET.

      The online information market is evolving. Our business would be
materially adversely affected if online usage does not continue to grow or grows
slower than anticipated. Our audience depends on Internet Service Providers,
online service providers, corporate networks, and other Web site operators for
access to our Web site. Significant outages of these services could cause our
visitors to perceive the Internet in general or our Web site in particular as
unreliable and, therefore, cause them to use other media to obtain their company
and business information. In addition, obtrusive "pop-up" and other forms of
advertisements and e-mail "spam" may negatively impact the growth in use of the
Internet or our service. We also depend on third-party information providers to
deliver information and data feeds to us on a timely basis. Our Web site could
experience disruptions or interruptions in service due to the failure or delay
in the transmission or receipt of this information, which could have a material
adverse effect on our business, operating results, and financial condition.
Internet communications may experience delays that can impact user experience.
Some of our users using third-party Internet Service Providers for Internet
access have experienced delays that are beyond our control to alleviate.

PRIVACY CONCERNS MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND MAY PREVENT OUR
USE OF COOKIES.

      We post privacy policies concerning the use and disclosure of user data.
Any failure by us to comply with our posted privacy policies, Federal Trade
Commission ("FTC") requirements, or other privacy-related laws and regulations
could result in proceedings by the FTC or others and could potentially have an
adverse effect on our business, results of operations and financial condition.
In this regard, there are a large number of legislative proposals before the
United States Congress and various state legislative bodies regarding privacy
issues that may be related to our business. It is not possible to predict
whether or when such legislation may be adopted, and certain proposals, if


                                       25
<Page>

adopted, could materially and adversely affect our business through a decrease
in user registrations, or purchases conducted through our Web sites and the
corresponding revenues.

      Web sites including ours, typically place information known as cookies on
a user's hard drive, sometimes without the user's knowledge or consent. Web
sites use cookies for a variety of reasons. This technology enables our
subscribers to access our premium services without entering their password upon
each visit to our Web site. Additionally, it allows us to limit the frequency
with which a viewer is shown a particular advertisement. Any reduction or
limitation in the use of cookies could adversely affect our ability to target
advertising effectively. Commonly used Internet browsers allow users to modify
their browser settings to remove cookies at any time or to prevent cookies from
being stored on their hard drives. In addition, some Internet commentators,
privacy advocates, and governmental bodies have suggested limiting or
eliminating the use of cookies. The use of cookies may become more restrictive
in certain non-U.S. markets, which could impact the rate or success of expansion
into those markets.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND LEGAL
UNCERTAINTIES.

      The laws governing the Internet in general remain largely unsettled, even
in areas where there has been some legislative action. It may take years to
determine whether and how existing laws, including those governing intellectual
property, privacy, libel and taxation, apply to the Internet generally and to
the electronic distribution of business information in particular. For example,
some of the companies that we report on have claimed that our purchase of search
results containing their company name constitutes a form of trademark
infringement. Legislation could reduce the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, which could have a material adverse effect on our business,
operating results and financial condition.

      In addition, the growing popularity and use of the Internet has burdened
the existing telecommunications infrastructure. The costs of communicating on
the Internet could increase substantially, potentially adversely affecting the
growth of the Internet.

      Further, due to the global nature of the Internet, it is possible that,
although transmissions relating to our services originate in the State of Texas,
governments of other states, the United States or foreign countries might
attempt to regulate our service or levy sales or other taxes on our activities.
In Texas, sales of goods over the Internet are taxed the same as sales of
personal property through traditional channels. As a result, Internet companies
based in Texas, like Hoover's, may be at a competitive disadvantage to Internet
companies based outside of Texas with respect to sales to Texas-based customers.
We cannot assure you that violations of local or other laws will not be alleged
or charged by governmental authorities, that we might not unintentionally
violate these laws or that in the future these laws will not be modified or new
laws enacted. In addition, the passage of the Sarbanes-Oxley Act of 2002 and
other new regulations of corporate governance will increase our operating costs.
Any of the above developments could have a material adverse effect on our
business, operating results, and financial condition.

NEW LAWS AND REGULATIONS AFFECTING CORPORATE GOVERNANCE MAY IMPEDE OUR ABILITY
TO ATTRACT AND RETAIN COMPETENT BOARD MEMBERS, A CHIEF EXECUTIVE OFFICER, AND A
CHIEF FINANCIAL OFFICER.

      On July 30, 2002, President George W. Bush signed into law the
Sarbanes-Oxley Act of 2002. The Act is designed to enhance corporate
responsibility through new corporate governance and disclosure obligations,
increase auditor independence, and tougher penalties for securities fraud. In
addition, the SEC and NASDAQ have adopted rules in furtherance of the Act and
are considering adopting others. This Act and the related new rules and
regulations will likely have the effect of increasing the complexity and cost of
our company's corporate governance, which may increase the risk of personal
liability for our Board members, chief executive officer, chief financial
officer and other executives involved in the governance process. As a result, in
the event that the proposed merger with D&B is not consummated, we may be
required to change the composition of Board committees, such as the Audit
Committee, and it may become more difficult to attract and retain Board members,
a chief executive officer, a chief financial officer and/or other executives
involved in corporate governance.

WE MAY NOT BE ABLE TO GENERATE ATTRACTIVE RETURNS ON OUR CASH AND SHORT-TERM
INVESTMENTS.

      As of December 31, 2002, we had $38.8 million of cash, cash equivalents
and short-term investments and are currently generating positive cash flow. To
date, interest income has been a contributor, sometimes significantly, to our
net income. With declining interest rates, we may not be able to generate
attractive returns on our cash and short-term investments, which could
negatively affect our profitability.


                                       26
<Page>


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      Cash, cash equivalents, and short-term investments are sensitive to
changes in the general level of U.S. interest rates and general health of the
economy. Due to the nature of our short-term investments, we have concluded that
we do not have material market risk exposure. Our investment policy requires us
to invest funds in excess of current operating requirements in:

         -  obligations of the U.S. government and its agencies;

         -  investment-grade state and local government obligations;

         -  commercial paper and master notes of corporations rated A1 or P1
            by Moody's or the Standard & Poor's equivalents;

         -  bonds and auction rate securities of corporations rated A3/A- by
            Moody's or the Standard & Poor's equivalents; and/or

         -  money market funds, deposits, or notes issued or guaranteed by
            U.S. and non-U.S. commercial banks meeting certain credit rating
            and net-worth requirements with maturities of less than two years.

      As of December 31, 2002, our cash and cash equivalents consisted primarily
of demand deposits, money market accounts, commercial paper, and market auction
preferreds issued by large institutions. Our short-term investments were
invested in commercial paper, corporate notes, corporate bonds and medium-term
notes issued by large institutions and U.S. government agencies. Such short-term
investments have an average maturity of less than one year from December 31,
2002. A 1% decrease in market rates would likely reduce our annual interest
income by approximately $380,000, but we do not expect it would materially
affect the fair value of these instruments. Due to the nature of our
investments, we have concluded that we do not have material market risk
exposure. We cannot assure you that certain investments will not fall below the
minimum standards of our investment policy and could go into default, causing us
to realize a loss.

      Hoover's had capital leases and assumed capital lease and shareholder
obligations as part of the Powerize.com acquisition, which resulted in the risk
that interest expense or the fair value of capital lease obligations might be
impacted by changes in market interest rates. However, market risks associated
with these obligations were not significant and these obligations were retired
in the fiscal year ended March 31, 2002.

      Our operations are based in the United States and, accordingly, the
majority of our transactions were denominated in U.S. Dollars. However, we did
have foreign-based operations where transactions were denominated in foreign
currencies and were subject to market risk with respect to fluctuations in the
relative value of currencies. However, with the closing of our U.K. operations
in September 2001, our translation and most transaction exposure has been
eliminated.

ITEM 4.     CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      Our chief executive officer and our chief financial officer, after
evaluating the effectiveness of our "disclosure controls and procedures" (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934) as of a date within 90 days of our filing of this quarterly report on Form
10-Q (referred to as the "Evaluation Date"), have concluded that, as of the
Evaluation Date, our disclosure controls and procedures were adequate and
effective to ensure the timely collection, evaluation and disclosure of
information relating to us and our consolidated subsidiaries, if any, that would
potentially be subject to disclosure under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

CHANGES IN INTERNAL CONTROLS

      There were no significant changes in internal controls or other factors
that could significantly affect internal controls subsequent to the Evaluation
Date. No significant deficiencies or material weaknesses were identified in the
evaluation of our internal controls and therefore no corrective actions have
been taken.


                                       27
<Page>


PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      On November 15, 2001, and as of the date of this filing, a putative
shareholder class action lawsuit was filed against Hoover's, certain of our
current and former officers and directors, and one of the investment banks that
was an underwriter of our July 1999 initial public offering. The lawsuits were
filed in the United States District Court for the Southern District of New York
and purport to be class actions filed on behalf of purchasers of our stock
during the period from July 20, 1999, through December 6, 2000. Plaintiffs
allege that the underwriter defendants agreed to allocate stock in our initial
public offering to certain investors in exchange for excessive and undisclosed
commissions and agreements by those investors to make additional purchases of
stock in the aftermarket at pre-determined prices. Plaintiffs allege that the
Prospectus for our initial public offering was false and misleading in violation
of the securities laws because it did not disclose these arrangements. The
actions seek damages in an unspecified amount. Hoover's and our current and
former officers and directors intend to vigorously defend the actions. The
action is being coordinated with more than 300 other nearly identical actions
filed against other companies. In October 2002, Plaintiffs offered our named
officer and named director a tolling agreement by which these two defendants
could be dismissed from the lawsuit without prejudice. The offer was accepted by
the named officer and named director.

      On June 14, 2002, Lori Ricci-Sioson, a former employee who was terminated
on September 18, 2001, filed a Plaintiff's Original Petition against Hoover's in
the 345th Judicial District Court, Travis County, Texas. In this Petition, Ms.
Sioson alleged four causes of action against the Company: (1) Sexual
Harassment/Gender Discrimination under Texas Labor Code Sec. 21.051; (2)
Retaliation by Adverse Employment Decision; (3) Retaliation by Wrongful
Termination under Texas Labor Code; and (4) Breach of Contract. The Company
filed an Original Answer to this lawsuit. Pre-trial discovery is being
undertaken. The Company intends to vigorously defend this lawsuit.

      On December 30, 2002 a shareholder lawsuit was filed by Marathon Partners
against Hoover's and its current directors. The lawsuit was filed in the United
States District Court for the Western District of Texas, Austin Division. On
January 3, 2003, Hoover's filed a Form 8-K with the SEC disclosing the filing of
the suit as well as the contents of the complaint. The suit was voluntarily
dismissed without prejudice on January 14, 2003. On the same day, a suit with
virtually identical allegations was filed with the Travis County District Court,
in Austin, Texas. Marathon Partners has requested expedited discovery as well as
an injunction to stop the shareholder meeting scheduled for February 14, 2003,
to consider the approval of the merger.


ITEM 2            CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5.     OTHER INFORMATION

      None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits

          None.

      (b) Reports on Form 8-K


                                       28
<Page>

      On October 28, 2002, we filed a Form 8-K regarding the resignation of Alan
Chai as a member of the Board of Directors.


      On December 5, 2002, we filed a Form 8-K regarding the fact that Hoover's,
Inc. ("Hoover's"), The Dun & Bradstreet Corporation ("Dun & Bradstreet") and
Duns Investing IX Corporation, entered into an Agreement and Plan of Merger (the
"Merger Agreement").


      On December 23,2002, we filed a Form 8-K regarding the fact that on
December 18, 2002, Hoover's set December 19, 2002, as the record date for the
special meeting of its stockholders that will be held to vote on the proposed
acquisition of Hoover's by D&B.


      On January 3, 2003, we filed a Form 8-K regarding the fact that on January
2, 2003, Hoover's issued a press release announcing that the Federal Trade
Commission had granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the
proposed merger.


      On January 3, 2003, we filed a Form 8-K regarding the fact that on
December 30, 2002, Marathon Partners, L.P. ("Marathon") filed a complaint
against Hoover's and each member of Hoover's board of directors in the United
States District Court for the Western District of Texas (Austin Division).

      On January 21, 2003, we filed a Form 8-K regarding the fact that on
January 14, 2003, the Marathon suit filed in the United States District Court
was dismissed and a suit with virtually identical allegations was filed with the
Travis County District Court, in Austin, Texas.

                                       29
<Page>





                          SIGNATURES AND CERTIFICATIONS

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


                                                  HOOVER'S, INC


      February 3, 2003                         /s/ Jeffrey R. Tarr
     --------------------                -------------------------------
             Date                                Jeffrey R. Tarr
                                             Chief Executive Officer
                                                  and President
                                          (Principal Executive Officer)


       February 3, 2003                        /s/ Lynn Atchison
     --------------------                -------------------------------
             Date                                 Lynn Atchison
                                            Senior Vice President and
                                             Chief Financial Officer
                                             (Principal Financial and
                                               Accounting Officer)








                                       30

<Page>





            CERTIFICATION OF CHIEF EXECUTIVE OFFICER REGARDING FACTS
               AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

      I, Jeffrey R. Tarr, the Chief Executive Officer of Hoover's, Inc.,
state that to the best of my knowledge:


      a) This 10-Q for the third quarter of Hoover's, Inc.'s fiscal year 2003
         fully complies with the requirements of Section 13(a) of 15(d) of the
         Securities Exchange Act of 1934.


      b) The information contained in this 10-Q fairly presents, in all material
         respects, the financial condition and results of operations of the
         issuer.





 /s/  Jeffrey R. Tarr
-----------------------

 February 3, 2003


         STATEMENT UNDER OATH OF CHIEF FINANCIAL OFFICER REGARDING FACTS
               AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

      I, Lynn Atchison, the Chief Financial Officer of Hoover's, Inc.,
state that to the best of my knowledge:


      a) This 10-Q for the third quarter of Hoover's, Inc.'s fiscal year 2003
         fully complies with the requirements of Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934.


      b) The information contained in this 10-Q fairly presents, in all material
         respects, the financial condition and results of operations of the
         issuer.



/s/  Lynn Atchison
-----------------------

February 3, 2003


                                       31
<Page>


I, Jeffrey R. Tarr, the Chief Executive Officer of Hoover's, Inc., certify
that:

1.    I have reviewed this quarterly report on Form 10-Q of Hoover's, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, if any, is made known to us by others
            within those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of out most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

/s/  Jeffrey R. Tarr
-----------------------

February 3, 2003


                                       32

<Page>

I, Lynn Atchison, the Chief Financial Officer of Hoover's, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Hoover's, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, if any, is made known to us by others
            within those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of out most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.



/s/  Lynn Atchison
-----------------------

February 3, 2003


                                       33