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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|    |  |                                                                                          
|--- |  | -----------------------------------------------------------------------------------------
|[X] |  | Quarterly Report pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

For the quarterly period ended September 30, 2002 or

|     |  |                                                                                           
|---- |  | ------------------------------------------------------------------------------------------
|[  ] |  | Transition report pursuant to Section 13 or 15(d) of the -
Securities Exchange Act of 1934

For the transition period from      to

Commission File Number 0-19598

infoUSA INC.

(exact name of registrant specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|DELAWARE                                                       |  | 47-0751545                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

|                                         |  |  |            | 
|---------------------------------------- |  |  | ---------- | 
|5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA  |  |  | 68127      | 
|                                         |  |  |            | 
|(Address of principal executive offices) |  |  | (Zip Code)

Registrants telephone number, including area code (402) 593-4500

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.

Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

51,026,308 shares of Common Stock at November 8, 2002





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TABLE OF CONTENTS



|                                                 |                                                                    |  |  |  |  |  |  | 
|------------------------------------------------ | ------------------------------------------------------------------ |  |  |  |  |  |  | 
|                                                 | CONSOLIDATED BALANCE SHEETS                                       
|                                                 | CONSOLIDATED STATEMENTS OF OPERATIONS                             
|                                                 | CONSOLIDATED STATEMENTS OF CASH FLOWS                             
|                                                 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                        
|                                                 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|                                                 | ITEM 4. CONTROLS AND PROCEDURES                                   
|                                                 | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                          
|SIGNATURES                                      
|INDEX TO EXHIBITS                               
|EX-99.1 Certificate Pursuant to 18 USC Sec. 1350
|EX-99.2 Certificate Pursuant to 18 USC Sec. 1350



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TABLE OF CONTENTS

infoUSA INC.

INDEX

|                               |                                                                                               |                                                                                                              |  |    |   |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ |  | -- | - |  | 
|PART I  FINANCIAL INFORMATION |                                                                                               |                                                                                                              |  |   
|                               | Item 1. Financial Statements                                                                  |                                                                                                              |  |    |  
|                               |                                                                                               | Consolidated Balance Sheets as of September
30, 2002 and December 31, 2001                                   |  |    | 4 | 
|                               |                                                                                               | Consolidated Statements of Operations for
the three months and nine months ended
September 30, 2002 and 2001 |  |    | 5 | 
|                               |                                                                                               | Consolidated Statements of Cash Flows for
the nine months ended September 30, 2002 and 2001                  |  |    | 6 | 
|                               |                                                                                               | Notes to Consolidated Financial Statements                                                                   |  |    | 7 | 
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations |                                                                                                              |  | 15 |  
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                              |  | 25 |  
|                               | Item 4. Controls and Procedures                                                               |                                                                                                              |  | 25 |  
|PART II  OTHER INFORMATION    |                                                                                               |                                                                                                              |  |   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                              |  | 26 |  
|                               | Signature                                                                                     |                                                                                                              |  | 27 |  
|                               | Index to Exhibits                                                                             |                                                                                                              |  | 30 |  

2



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##### Table of Contents



infoUSA INC.

FORM 10-Q

FOR THE QUARTER ENDED

SEPTEMBER 30, 2002

PART I  FINANCIAL INFORMATION

ITEMS 1 AND 2. FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

3



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infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |        |  |  | 
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ------ | ------- | ----------- | ------- | -------- | ------ |  |  | 
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         | SEPTEMBER   |         | DECEMBER
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         | 30, 2002    |         | 31, 2001
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |         
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         | (UNAUDITED) |         |          |        | 
|                                       |                                                                                                                                                                                                                       |                            |                                      | ASSETS |         |             |         |          |        |  |  | 
|Current assets:                        |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |         
|                                       | Cash and cash equivalents                                                                                                                                                                                             |                            | $                                    | 1,559  |         |             | $       | 4,382    |       
|                                       | Marketable securities                                                                                                                                                                                                 |                            |                                      | 838    |         |             |         | 1,037    |       
|                                       | Trade accounts receivable, net of allowances of $4,766
and $4,670, respectively                                                                                                                                       |                            |                                      | 40,642 |         |             |         | 44,890   |       
|                                       | Officer note receivable                                                                                                                                                                                               |                            |                                      | 940    |         |             |         |         |       
|                                       | List brokerage trade accounts receivable                                                                                                                                                                              |                            |                                      | 21,441 |         |             |         | 16,992   |       
|                                       | Prepaid expenses                                                                                                                                                                                                      |                            |                                      | 5,175  |         |             |         | 6,861    |       
|                                       | Deferred income taxes                                                                                                                                                                                                 |                            |                                      | 399    |         |             |         | 1,251    |       
|                                       | Deferred marketing costs                                                                                                                                                                                              |                            |                                      | 2,531  |         |             |         | 2,058    |       
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       | Total current assets       |                                      |        | 73,525  |             |         |          | 77,471 | 
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|Property and equipment, net            |                                                                                                                                                                                                                       |                            | 45,988                               |        |         |             | 51,640  |         
|Intangible assets, net                 |                                                                                                                                                                                                                       |                            | 276,653                              |        |         |             | 284,675 |         
|Other assets                           |                                                                                                                                                                                                                       |                            | 4,595                                |        |         |             | 5,302   |         
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       | $                          | 400,761                              |        |         | $           | 419,088 |         
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       |                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |         |             |         |          |        |  | 
|Current liabilities:                   |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |         
|                                       | Current portion of long-term debt                                                                                                                                                                                     |                            | $                                    | 26,337 |         |             | $       | 19,770   |       
|                                       | Accounts payable                                                                                                                                                                                                      |                            |                                      | 11,416 |         |             |         | 7,760    |       
|                                       | List brokerage trade accounts payable                                                                                                                                                                                 |                            |                                      | 17,453 |         |             |         | 15,031   |       
|                                       | Accrued payroll expenses                                                                                                                                                                                              |                            |                                      | 8,299  |         |             |         | 7,891    |       
|                                       | Accrued expenses                                                                                                                                                                                                      |                            |                                      | 5,002  |         |             |         | 9,240    |       
|                                       | Income taxes payable                                                                                                                                                                                                  |                            |                                      | 2,550  |         |             |         | 4,030    |       
|                                       | Deferred revenues                                                                                                                                                                                                     |                            |                                      | 14,042 |         |             |         | 17,419   |       
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       | Total current liabilities  |                                      |        | 85,099  |             |         |          | 81,141 | 
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|Long-term debt, net of current portion |                                                                                                                                                                                                                       |                            | 172,421                              |        |         |             | 205,900 |         
|Deferred income taxes                  |                                                                                                                                                                                                                       |                            | 24,234                               |        |         |             | 27,250  |         
|Deferred revenue                       |                                                                                                                                                                                                                       |                            | 6,000                                |        |         |             | 9,000   |         
|Stockholders equity:                  |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |         
|                                       | Preferred stock, $.0025 par value. Authorized 5,000,000
shares; none issued or outstanding                                                                                                                            |                            |                                      |       |         |             |         |         |       
|                                       | Common stock, $.0025 par value. Authorized 295,000,000
shares; 51,869,816 shares issued and 51,026,308
outstanding at September 30, 2002 and 51,850,339 shares issued
and 50,891,248 outstanding at December 31, 2001 |                            |                                      | 130    |         |             |         | 130      |       
|                                       | Paid-in capital                                                                                                                                                                                                       |                            |                                      | 92,819 |         |             |         | 93,551   |       
|                                       | Retained earnings                                                                                                                                                                                                     |                            |                                      | 27,297 |         |             |         | 11,801   |       
|                                       | Treasury stock, at cost, 843,508 shares held at September 30,
2002 and 959,091 held at December 31, 2001                                                                                                              |                            |                                      | (5,524 | )       |             |         | (7,028   | )     
|                                       | Notes receivable from officers                                                                                                                                                                                        |                            |                                      | (840   | )       |             |         | (1,296   | )     
|                                       | Accumulated other comprehensive loss                                                                                                                                                                                  |                            |                                      | (875   | )       |             |         | (1,361   | )     
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       | Total stockholders equity |                                      |        | 113,007 |             |         |          | 95,797 | 
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       
|                                       |                                                                                                                                                                                                                       | $                          | 400,761                              |        |         | $           | 419,088 |         
|                                       |                                                                                                                                                                                                                       |                            |                                      |        |         |             |         |          |       

The accompanying notes are an integral part of the consolidated financial statements.

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infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | - | ------------------ | ------ | ----------------- | - | ------ | ------ | ---- | - | ------- | ------- | - | - | ------- | ------- | -
|                                                                                                                                                                                                                     |                                         |   | THREE MONTHS ENDED |        | NINE MONTHS ENDED
|                                                                                                                                                                                                                     |                                         |   | SEPTEMBER 30,      |        | SEPTEMBER 30,    
|                                                                                                                                                                                                                     |                                         |   |                    |        |                  
|                                                                                                                                                                                                                     |                                         |   | 2002               |        | 2001              |   | 2002   |        | 2001
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |     
|                                                                                                                                                                                                                     |                                         |   | (UNAUDITED)        |        | (UNAUDITED)      
|Net sales                                                                                                                                                                                                            |                                         | $ | 77,171             |        |                   | $ | 68,498 |        |      | $ | 227,936 |         |   | $ | 213,260 |        
|Costs and expenses:                                                                                                                                                                                                  |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Database and production costs                                                                                                                                                                                        |                                         |   | 20,618             |        |                   |   | 19,032 |        |      |   | 63,191  |         |   |   | 59,945  |        
|Selling, general and administrative (excluding non-cash stock
options compensation expense of $8 and $146 for the three months
and $35 and $448 for the nine months ended September 30, 2002
and 2001, respectively) |                                         |   | 34,711             |        |                   |   | 26,341 |        |      |   | 98,558  |         |   |   | 80,284  |        
|Depreciation and amortization                                                                                                                                                                                        |                                         |   | 6,805              |        |                   |   | 11,736 |        |      |   | 21,058  |         |   |   | 36,658  |        
|Non-cash stock option compensation                                                                                                                                                                                   |                                         |   | 8                  |        |                   |   | 146    |        |      |   | 35      |         |   |   | 448     |        
|Restructuring charges                                                                                                                                                                                                |                                         |   | 804                |        |                   |   | 2,989  |        |      |   | 1,616   |         |   |   | 4,632   |        
|Litigation settlement charge                                                                                                                                                                                         |                                         |   | 110                |        |                   |   |       |        |      |   | 417     |         |   |   |        |        
|Acquisition costs                                                                                                                                                                                                    |                                         |   | 2                  |        |                   |   |       |        |      |   | 175     |         |   |   |        |        
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Total operating costs and expenses                                                                                                                                                                                   |                                         |   | 63,058             |        |                   |   | 60,244 |        |      |   | 185,050 |         |   |   | 181,967 |        
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Operating income                                                                                                                                                                                                     |                                         |   | 14,113             |        |                   |   | 8,254  |        |      |   | 42,886  |         |   |   | 31,293  |        
|Other income (expense):                                                                                                                                                                                              |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Investment income                       |   |                    | 35     |                   |   |        | 190    |      |   |         | 133     |   |   |         | 863     |  
|                                                                                                                                                                                                                     | Other charges                           |   |                    | (115   | )                 |   |        |       |      |   |         | (2,502  | ) |   |         |        |  
|                                                                                                                                                                                                                     | Minority interest in gain of subsidiary |   |                    |       |                   |   |        | 609    |      |   |         |        |   |   |         | 282     |  
|                                                                                                                                                                                                                     | Interest expense                        |   |                    | (3,404 | )                 |   |        | (5,945 | )    |   |         | (12,562 | ) |   |         | (19,288 | )
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Income before income taxes and extraordinary item                                                                                                                                                                    |                                         |   | 10,629             |        |                   |   | 3,108  |        |      |   | 27,955  |         |   |   | 13,150  |        
|Income taxes                                                                                                                                                                                                         |                                         |   | 4,225              |        |                   |   | 2,874  |        |      |   | 10,690  |         |   |   | 8,857   |        
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Income before extraordinary item                                                                                                                                                                                     |                                         |   | 6,404              |        |                   |   | 234    |        |      |   | 17,265  |         |   |   | 4,293   |        
|Extraordinary item, net of tax                                                                                                                                                                                       |                                         |   |                   |        |                   |   |       |        |      |   | (1,769  | )       |   |   |        |        
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|Net income                                                                                                                                                                                                           |                                         | $ | 6,404              |        |                   | $ | 234    |        |      | $ | 15,496  |         |   | $ | 4,293   |        
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|BASIC EARNINGS PER SHARE:                                                                                                                                                                                            |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Income before extraordinary item        |   | $                  | 0.12   |                   |   | $      | 0.00   |      |   | $       | 0.33    |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                     | Loss on extraordinary item, net of tax  |   |                    |       |                   |   |        |       |      |   |         | (0.03   | ) |   |         |        |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Net income                              |   | $                  | 0.12   |                   |   | $      | 0.00   |      |   | $       | 0.30    |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Weighted average shares outstanding     |   |                    | 50,991 |                   |   |        | 50,571 |      |   |         | 50,935  |   |   |         | 50,570  |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|DILUTED EARNINGS PER SHARE:                                                                                                                                                                                          |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Income before extraordinary item        |   | $                  | 0.12   |                   |   | $      | 0.00   |      |   | $       | 0.33    |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                     | Loss on extraordinary item, net of tax  |   |                    |       |                   |   |        |       |      |   |         | (0.03   | ) |   |         |        |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Net income                              |   | $                  | 0.12   |                   |   | $      | 0.00   |      |   | $       | 0.30    |   |   | $       | 0.08    |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        
|                                                                                                                                                                                                                     | Weighted average shares outstanding     |   |                    | 50,991 |                   |   |        | 50,587 |      |   |         | 51,018  |   |   |         | 50,570  |  
|                                                                                                                                                                                                                     |                                         |   |                    |        |                   |   |        |        |      |   |         |         |   |   |         |        

The accompanying notes are an integral part of the consolidated financial statements.

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infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |        |         |         |  
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------ | ----------------- | ------- | ------- | ------ | ------- | ------- | -
|                                                                                         |                                                                   |                                          |                                           |        | NINE MONTHS ENDED
|                                                                                         |                                                                   |                                          |                                           |        | SEPTEMBER 30,    
|                                                                                         |                                                                   |                                          |                                           |        |                  
|                                                                                         |                                                                   |                                          |                                           |        | 2002              |         | 2001   
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |        
|                                                                                         |                                                                   |                                          |                                           |        | (UNAUDITED)      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                   |         |         |       
|Net income                                                                               |                                                                   | $                                        | 15,496                                    |        |                   | $       | 4,293   |       
|Adjustments to reconcile net income to net cash provided by operating activities:        |                                                                   |                                          |                                           |        |                   |         |         |       
|                                                                                         | Depreciation and amortization                                     |                                          |                                           | 21,058 |                   |         |         | 36,658 |        
|                                                                                         | Amortization of deferred financing costs                          |                                          |                                           | 620    |                   |         |         | 868    |        
|                                                                                         | Deferred income taxes                                             |                                          |                                           | (2,164 | )                 |         |         | (3,811 | )      
|                                                                                         | Non-cash stock option compensation expense                        |                                          |                                           | 35     |                   |         |         | 448    |        
|                                                                                         | Non-cash 401(k) contribution in common stock                      |                                          |                                           | 649    |                   |         |         | 120    |        
|                                                                                         | Non-cash investment loss                                          |                                          |                                           | 1,124  |                   |         |         |       |        
|                                                                                         | Loss on interest rate swap agreement                              |                                          |                                           | 1,204  |                   |         |         |       |        
|                                                                                         | Extraordinary item  loss on extinguishment of debt               |                                          |                                           | 1,769  |                   |         |         |       |        
|                                                                                         | Non-cash other charges                                            |                                          |                                           | 145    |                   |         |         |       |        
|                                                                                         | Minority interest in gain of subsidiary                           |                                          |                                           |       |                   |         |         | (282   | )      
|                                                                                         | Changes in assets and liabilities, net of effect of acquisitions: |                                          |                                           |        |                   |         |         |        |        
|                                                                                         |                                                                   | Trade accounts receivable                |                                           |        | 3,020             |         |         |        | 7,675   |        
|                                                                                         |                                                                   | List brokerage trade accounts receivable |                                           |        | (825              | )       |         |        | (3,616  | )      
|                                                                                         |                                                                   | Prepaid expenses and other assets        |                                           |        | 2,649             |         |         |        | 3,834   |        
|                                                                                         |                                                                   | Deferred marketing costs                 |                                           |        | (429              | )       |         |        | 346     |        
|                                                                                         |                                                                   | Accounts payable                         |                                           |        | 3,117             |         |         |        | (4,175  | )      
|                                                                                         |                                                                   | List brokerage trade accounts payable    |                                           |        | 541               |         |         |        | 1,522   |        
|                                                                                         |                                                                   | Income taxes receivable and payable, net |                                           |        | (1,480            | )       |         |        | 5,558   |        
|                                                                                         |                                                                   | Accrued expenses and deferred revenue    |                                           |        | (10,900           | )       |         |        | (15,166 | )      
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|                                                                                         |                                                                   |                                          | Net cash provided by operating activities |        |                   | 35,629  |         |        |         | 34,272  |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                   |         |         |       
|Purchases of marketable securities                                                       |                                                                   |                                          | (32                                       | )      |                   |         | (1,032  | )     
|Purchases of property and equipment                                                      |                                                                   |                                          | (2,453                                    | )      |                   |         | (2,964  | )     
|Acquisitions of businesses, net of cash acquired                                         |                                                                   |                                          | (6,453                                    | )      |                   |         | (16,326 | )     
|Software and database development costs                                                  |                                                                   |                                          | (1,820                                    | )      |                   |         | (1,501  | )     
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|                                                                                         |                                                                   |                                          | Net cash used in investing activities     |        |                   | (10,758 | )       |        |         | (21,823 | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |                                                                   |                                          |                                           |        |                   |         |         |       
|Repayment of long-term debt                                                              |                                                                   |                                          | (27,233                                   | )      |                   |         | (31,246 | )     
|Deferred financing costs paid                                                            |                                                                   |                                          | (1,030                                    | )      |                   |         |        |       
|Proceeds from exercise of stock options and
collection of notes receivable from officers |                                                                   |                                          | 569                                       |        |                   |         |        |       
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|                                                                                         |                                                                   |                                          | Net cash used in financing activities     |        |                   | (27,694 | )       |        |         | (31,246 | )
|Net decrease in cash and cash equivalents                                                |                                                                   |                                          | (2,823                                    | )      |                   |         | (18,797 | )     
|Cash and cash equivalents, beginning                                                     |                                                                   |                                          | 4,382                                     |        |                   |         | 21,693  |       
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|Cash and cash equivalents, ending                                                        |                                                                   | $                                        | 1,559                                     |        |                   | $       | 2,896   |       
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|Supplemental cash flow information:                                                      |                                                                   |                                          |                                           |        |                   |         |         |       
|Interest paid                                                                            |                                                                   | $                                        | 9,884                                     |        |                   | $       | 17,476  |       
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       
|Income taxes paid                                                                        |                                                                   | $                                        | 13,630                                    |        |                   | $       | 6,212   |       
|                                                                                         |                                                                   |                                          |                                           |        |                   |         |         |       

The accompanying notes are an integral part of the consolidated financial statements.

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infoUSA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited financial statements have been prepared on the
same basis as the audited consolidated financial statements and, in the opinion
of management, contain all adjustments, consisting of normal recurring
adjustments, necessary to fairly present the financial information included
therein.

The Company suggests that this financial data be read in conjunction with
the audited consolidated financial statements and notes thereto for the year
ended December 31, 2001 included in the Companys 2001 Annual Report on Form
10-K, filed with the Securities and Exchange Commission. Results for the
interim periods presented are not necessarily indicative of results to be
expected for the entire year.

The Company adopted certain provisions of SFAS No. 142 (SFAS 142),
Goodwill and Other Intangible Assets effective January 1, 2002. Therefore,
the Company ceased to recognize annual amortization of approximately $16.5
million of goodwill effective January 1, 2002, that was amortized during 2001.
In accordance with SFAS 142, the Company is required to perform an initial
impairment test of goodwill in 2002 and update the impairment test annually.
The Company has completed the initial valuation of the goodwill and other
intangible assets required by SFAS 142 for impairment testing and concluded
that no impairment existed at January 1, 2002.

2. EARNINGS PER SHARE INFORMATION

The following table shows the amounts used in computing earnings per share
and the effect on the weighted average number of shares of dilutive potential
common stock. For the three months ended September 30, 2002 and the nine months
ended September 30, 2001, the average market price of the Companys common
stock was less than the exercise price of all the Companys outstanding common
stock subject to option.

|                                                                                                  |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                                                                                  |  | THREE MONTHS ENDED |        | NINE MONTHS ENDED
|                                                                                                  |  | SEPTEMBER 30,      |        | SEPTEMBER 30,    
|                                                                                                  |  |                    |        |                  
|                                                                                                  |  | (IN THOUSANDS)     |        | (IN THOUSANDS)   
|                                                                                                  |  | 2002               |        | 2001              |  | 2002 |        | 2001
|                                                                                                  |  |                    |        |                   |  |      |        |     
|Weighted average
number of shares
outstanding used in
basic EPS                                   |  |                    | 50,991 |                   |  |      | 50,571 |      |  |  | 50,935 |  |  |  | 50,570 | 
|Net additional
common stock
equivalent shares
outstanding after
assumed exercise of
stock options |  |                    |       |                   |  |      | 16     |      |  |  | 83     |  |  |  |       | 
|                                                                                                  |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 
|Weighted average
number of shares
outstanding used in
diluted EPS                                 |  |                    | 50,991 |                   |  |      | 50,587 |      |  |  | 51,018 |  |  |  | 50,570 | 
|                                                                                                  |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 

3. SEGMENT INFORMATION

The Company currently manages existing operations utilizing financial
information accumulated and reported for two business segments.

The small business segment principally engages in the selling of sales
lead generation and consumer DVD products to small and medium sized companies,
small office and home office businesses and individual consumers. This segment
includes the sale of content via the Internet.

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The large business segment principally engages in the selling of data
processing services, licensed databases, database marketing solutions and list
brokerage and list management services to large companies. This segment
includes the licensing of databases for Internet directory assistance services.

The small business and large business segments reflect actual net sales,
direct order production, and identifiable direct sales and marketing costs
related to their operations. The remaining indirect costs are presented as a
reconciling item in corporate activities.

Corporate activities principally represent the information systems
technology, database compilation, database verification, and administrative
functions of the Company. Investment income, interest expense, income taxes,
amortization of intangibles, and depreciation expense are only recorded in
corporate activities. The Company does not allocate these costs to the two
business segments. The Company classifies restructuring costs, acquisition
costs, litigation settlement charges and other charges as corporate activities
to allow for the analysis of the sales business segments excluding such unusual
or non-recurring charges.

The Company accounts for property and equipment on a consolidated basis.
The Companys property and equipment is shared by the Companys business
segments. Depreciation expense is recorded in corporate activities.

The Company has no intercompany sales or intercompany expense
transactions. Accordingly, there are no adjustments necessary to eliminate
amounts between the Companys segments.

The following table summarizes segment information:

|                                                  |  |                                               |        |          |  |                |        |               |  |   |         |   |  |   |        | 
|------------------------------------------------- |  | --------------------------------------------- | ------ | -------- |  | -------------- | ------ | ------------- |  | - | ------- | - |  | - | ------ | 
|                                                  |  | FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
|                                                  |  |                                              
|                                                  |  | SMALL                                         |        | LARGE    |  | CORPORATE      |        | CONSO LIDATED
|                                                  |  | BUSINESS                                      |        | BUSINESS |  | ACTIVITIES     |        | TOTAL        
|                                                  |  |                                               |        |          |  |                |        |              
|                                                  |  |                                               |        |          |  | (IN THOUSANDS) |        |               |  |  
|Net sales                                         |  | $                                             | 41,084 |          |  | $              | 36,087 |               |  | $ |        |   |  | $ | 77,171 | 
|Non-cash stock compensation                       |  |                                               |       |          |  |                |       |               |  |   | 8       |   |  |   | 8      | 
|Restructuring charges                             |  |                                               |       |          |  |                |       |               |  |   | 804     |   |  |   | 804    | 
|Litigation settlement charges                     |  |                                               |       |          |  |                |       |               |  |   | 110     |   |  |   | 110    | 
|Acquisition costs                                 |  |                                               |       |          |  |                |       |               |  |   | 2       |   |  |   | 2      | 
|Operating income                                  |  |                                               | 15,585 |          |  |                | 18,571 |               |  |   | (20,043 | ) |  |   | 14,113 | 
|Investment income                                 |  |                                               |       |          |  |                |       |               |  |   | 35      |   |  |   | 35     | 
|Interest expense                                  |  |                                               |       |          |  |                |       |               |  |   | 3,404   |   |  |   | 3,404  | 
|Other charges                                     |  |                                               |       |          |  |                |       |               |  |   | 115     |   |  |   | 115    | 
|Income before income taxes
and extraordinary item |  |                                               | 15,585 |          |  |                | 18,571 |               |  |   | (23,527 | ) |  |   | 10,629 | 

|                                                  |  |                                               |        |          |  |                |        |              |  |   |         |   |  |   |        | 
|------------------------------------------------- |  | --------------------------------------------- | ------ | -------- |  | -------------- | ------ | ------------ |  | - | ------- | - |  | - | ------ | 
|                                                  |  | FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
|                                                  |  |                                              
|                                                  |  | SMALL                                         |        | LARGE    |  | CORPORATE      |        | CONSOLIDATED
|                                                  |  | BUSINESS                                      |        | BUSINESS |  | ACTIVITIES     |        | TOTAL       
|                                                  |  |                                               |        |          |  |                |        |             
|                                                  |  |                                               |        |          |  | (IN THOUSANDS) |        |              |  |  
|Net sales                                         |  | $                                             | 29,878 |          |  | $              | 38,620 |              |  | $ |        |   |  | $ | 68,498 | 
|Non-cash stock compensation                       |  |                                               |       |          |  |                |       |              |  |   | 146     |   |  |   | 146    | 
|Restructuring charges                             |  |                                               |       |          |  |                |       |              |  |   | 2,989   |   |  |   | 2,989  | 
|Operating income                                  |  |                                               | 13,716 |          |  |                | 18,047 |              |  |   | (23,509 | ) |  |   | 8,254  | 
|Investment income                                 |  |                                               |       |          |  |                |       |              |  |   | 190     |   |  |   | 190    | 
|Interest expense                                  |  |                                               |       |          |  |                |       |              |  |   | 5,945   |   |  |   | 5,945  | 
|Income before income taxes
and extraordinary item |  |                                               | 13,716 |          |  |                | 18,047 |              |  |   | (28,655 | ) |  |   | 3,108  | 

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|                                                  |  |                                              |         |          |  |                |         |              |  |   |         |   |  |   |         | 
|------------------------------------------------- |  | -------------------------------------------- | ------- | -------- |  | -------------- | ------- | ------------ |  | - | ------- | - |  | - | ------- | 
|                                                  |  | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
|                                                  |  |                                             
|                                                  |  | SMALL                                        |         | LARGE    |  | CORPORATE      |         | CONSOLIDATED
|                                                  |  | BUSINESS                                     |         | BUSINESS |  | ACTIVITIES     |         | TOTAL       
|                                                  |  |                                              |         |          |  |                |         |             
|                                                  |  |                                              |         |          |  | (IN THOUSANDS) |         |              |  |  
|Net sales                                         |  | $                                            | 117,405 |          |  | $              | 110,531 |              |  | $ |        |   |  | $ | 227,936 | 
|Non-cash stock compensation                       |  |                                              |        |          |  |                |        |              |  |   | 35      |   |  |   | 35      | 
|Restructuring charges                             |  |                                              |        |          |  |                |        |              |  |   | 1,616   |   |  |   | 1,616   | 
|Litigation settlement charges                     |  |                                              |        |          |  |                |        |              |  |   | 417     |   |  |   | 417     | 
|Acquisition costs                                 |  |                                              |        |          |  |                |        |              |  |   | 175     |   |  |   | 175     | 
|Operating income                                  |  |                                              | 46,066  |          |  |                | 58,615  |              |  |   | (61,795 | ) |  |   | 42,886  | 
|Investment income                                 |  |                                              |        |          |  |                |        |              |  |   | 133     |   |  |   | 133     | 
|Interest expense                                  |  |                                              |        |          |  |                |        |              |  |   | 12,562  |   |  |   | 12,562  | 
|Other charges                                     |  |                                              |        |          |  |                |        |              |  |   | 2,502   |   |  |   | 2,502   | 
|Income before income taxes
and extraordinary item |  |                                              | 46,066  |          |  |                | 58,615  |              |  |   | (76,726 | ) |  |   | 27,955  | 

|                                                  |  |                                              |        |          |  |                |         |              |  |   |         |   |  |   |         | 
|------------------------------------------------- |  | -------------------------------------------- | ------ | -------- |  | -------------- | ------- | ------------ |  | - | ------- | - |  | - | ------- | 
|                                                  |  | FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
|                                                  |  |                                             
|                                                  |  | SMALL                                        |        | LARGE    |  | CORPORATE      |         | CONSOLIDATED
|                                                  |  | BUSINESS                                     |        | BUSINESS |  | ACTIVITIES     |         | TOTAL       
|                                                  |  |                                              |        |          |  |                |         |             
|                                                  |  |                                              |        |          |  | (IN THOUSANDS) |         |              |  |  
|Net sales                                         |  | $                                            | 96,834 |          |  | $              | 116,426 |              |  | $ |        |   |  | $ | 213,260 | 
|Non-cash stock compensation                       |  |                                              |       |          |  |                |        |              |  |   | 448     |   |  |   | 448     | 
|Restructuring charges                             |  |                                              |       |          |  |                |        |              |  |   | 4,632   |   |  |   | 4,632   | 
|Operating income                                  |  |                                              | 46,550 |          |  |                | 58,810  |              |  |   | (74,067 | ) |  |   | 31,293  | 
|Investment income                                 |  |                                              |       |          |  |                |        |              |  |   | 863     |   |  |   | 863     | 
|Interest expense                                  |  |                                              |       |          |  |                |        |              |  |   | 19,288  |   |  |   | 19,288  | 
|Income before income taxes
and extraordinary item |  |                                              | 46,550 |          |  |                | 58,810  |              |  |   | (92,210 | ) |  |   | 13,150  | 

4. COMPREHENSIVE INCOME

Comprehensive income (loss), including the components of other
comprehensive income (loss), is as follows:

|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |   |        |  
|--------------------------------------- | --------------------------------- | ------------------- | ----- | -------------- | --- | -------------- | ---- | --------- | ---- | --------- | ------ |  | ---- | - | ------ | - | ------ | -
|                                        |                                   |                     |       | FOR THE THREE  |     | FOR THE NINE  
|                                        |                                   |                     |       | MONTHS ENDED   |     | MONTHS ENDED  
|                                        |                                   |                     |       |                |     |               
|                                        |                                   |                     |       | SEPT. 30,      |     | SEPT. 30,      |      | SEPT. 30, |      | SEPT. 30,
|                                        |                                   |                     |       | 2002           |     | 2001           |      | 2002      |      | 2001     
|                                        |                                   |                     |       |                |     |                |      |           |      |          
|                                        |                                   |                     |       | (IN THOUSANDS) |     | (IN THOUSANDS)
|Net income                              |                                   | $                   | 6,404 |                |     | $              | 234  |           |      | $         | 15,496 |  |      | $ | 4,293  |  
|Other comprehensive loss:               |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|                                        | Unrealized loss from investments: |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |   |       
|                                        |                                   | Unrealized losses   |       |                | (10 | )              |      |           |     |           |        |  | (66  | ) |        |   | (24    | )
|                                        |                                   | Related tax expense |       |                | 4   |                |      |           |     |           |        |  | 25   |   |        |   | 9      |  
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|                                        |                                   | Net                 |       |                | (6  | )              |      |           |     |           |        |  | (41  | ) |        |   | (15    | )
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|Interest rate swap agreement:           |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|                                        |                                   | Gains (losses)      |       |                |    |                |      |           | (495 | )         |        |  | 850  |   |        |   | (1,895 | )
|                                        |                                   | Related tax expense |       |                |    |                |      |           | 188  |           |        |  | (323 | ) |        |   | 720    |  
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|                                        |                                   | Net                 |       |                |    |                |      |           | (307 | )         |        |  | 527  |   |        |   | (1,175 | )
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|Total other comprehensive income (loss) |                                   |                     | (6    | )              |     |                | (307 | )         |      |           | 486    |  |      |   | (1,190 | )
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  
|Comprehensive income (loss)             |                                   | $                   | 6,398 |                |     | $              | (73  | )         |      | $         | 15,982 |  |      | $ | 3,103  |  
|                                        |                                   |                     |       |                |     |                |      |           |      |           |        |  |      |   |        |  

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The components of accumulated other comprehensive loss is as follows:

|                              |  |             |      |                |  |                |      |               |  |   |      |             |  |   |        |  
|----------------------------- |  | ----------- | ---- | -------------- |  | -------------- | ---- | ------------- |  | - | ---- | ----------- |  | - | ------ | -
|                              |  | FOREIGN     |      |                |  |                |      |               |  |   |      | ACCUMULATED
|                              |  | CURRENCY    |      | GAINS/(LOSSES) |  | UNREALIZED     |      | OTHER        
|                              |  | TRANSLATION |      | ON DERIVATIVE  |  | GAINS/(LOSSES) |      | COMPREHENSIVE
|                              |  | ADJUSTMENTS |      | INSTRUMENTS    |  | ON SECURITIES  |      | INCOME (LOSS)
|                              |  |             |      |                |  |                |      |              
|                              |  |             |      |                |  | (IN THOUSANDS) |      |               |  |  
|Balance at September 30, 2002 |  | $           | (668 | )              |  | $              |     |               |  | $ | (207 | )           |  | $ | (875   | )
|Balance at December 31, 2001  |  | $           | (668 | )              |  | $              | (527 | )             |  | $ | (166 | )           |  | $ | (1,361 | )

5. ACQUISITIONS

During 2002, the Company completed several acquisitions of businesses.
Each acquisition was accounted for using the purchase method of accounting. The
results of each acquired business has been included in the Companys
consolidated financial statements since the date of acquisition. The
acquisitions completed by the Company include:

In September 2002, the Company acquired certain assets and assumed certain
liabilities of City Publishing Company, Inc., a business directory provider.
Total consideration for the acquisition included cash of $1.6 million. In
addition, as part of the purchase of City Publishing Company, the Company
incurred liabilities for severance and facility closure costs totaling $0.4
million. The Company identified duplicate operations comprised of
approximately 70 staff that would not be required subsequent to acquisition.
As of September 30, 2002, no payments had been made related to the exit cost
liability recorded. The purchase price for the acquisition was preliminarily
allocated to current assets of $0.5 million, property and equipment of $25
thousand, current liabilities of $0.6 million and goodwill of $1.7 million.

In June 2002, the Company acquired certain assets and assumed certain
liabilities of Hill-Donnelly Inc., a business directory provider. Total
consideration for the acquisition included cash of $1.8 million. The purchase
price for the acquisition was preliminarily allocated to current assets of $0.5
million, property and equipment of $0.1 million, current liabilities of $0.2
million and goodwill of $1.4 million.

In April 2002, the Company acquired certain assets and assumed certain
liabilities of Key Contacts, Inc., a Canadian database list business. Total
consideration for the acquisition was cash of $0.3 million. The purchase price
for the acquisition was preliminarily allocated to property and equipment of $5
thousand, current liabilities of $34 thousand and goodwill of $223 thousand.

In March 2002, the Company acquired the e-mail list business of
DoubleClick, Inc. through an acquisition of assets and the assumption of
certain liabilities. Total consideration for the acquisition was cash of $2.0
million. The purchase price for the acquisition was preliminarily allocated to
current assets of $3.8 million, current liabilities of $2.0 million and
goodwill of $0.2 million. During the quarter ended September 30, 2002, the
Company adjusted the allocation of the purchase price, which resulted in a
reclassification of $0.1 million from current assets to goodwill.

In January 2002, the Company acquired all issued and outstanding common
stock of Database Concepts, Inc., a Canadian database development business.
Total consideration for the acquisition was cash of $0.3 million. The purchase
price for the acquisition was preliminarily allocated to current assets of $44
thousand, property and equipment of $8 thousand, current liabilities of $72
thousand and goodwill of $334 thousand.

During the quarter ended September 30, 2002, the Company completed the
allocation of the purchase price for Polk City Directories, which was acquired
by the Company during October 2001. The completion of the allocation resulted
in a reclassification of $0.5 million from current assets to goodwill.

Pro forma operating results have been omitted because the Company has
determined that the effects of these acquisitions on 2002 and 2001 earnings and
earnings per share are not material.

10



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6. NON-CASH STOCK COMPENSATION EXPENSE

The Company maintains several stock option plans under which the Company
may grant incentive stock options and non-qualified stock options to officers,
directors, employees and consultants of the Company. Stock options have been
granted with exercise prices at or above the quoted market value of the
Companys common stock at the date of the grant. Options generally vest over
four years and expire after 5 years. The Company uses Accounting Principles
Bulletin (APB) Opinion No. 25 to account for stock-based compensation to
employees and directors of the Company. Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation, EITF No. 96-18
Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services, and FASB
Interpretation No. 28, Accounting for Stock Appreciation Rights and Other
Variable Stock Option or Award Plans and other related FASB Interpretations are
used to record stock-based compensation to non-employees of the Company.

During the second quarter of 2002, the Company granted non-qualified stock
options to a non-employee consultant of the Company in connection with a
consulting agreement executed by the Company. The options vest evenly over
four years and have a five year life. The fair value of the option was
estimated, as of the grant date, using the Black-Scholes option pricing model
with the following assumptions: no dividend yield for any year, expected
volatility of 64%, risk free interest rate of 4.11% and an expected life of 5
years. As such, the Company has recorded a non-cash charge of $35 thousand,
related to stock options granted to the consultant during the nine months ended
September 30, 2002. The charges were recorded as an addition to
paid-in-capital. The consulting agreement commits the Company to make cash
payments of $450 thousand, $675 thousand, $775 thousand and $200 thousand in
2002, 2003, 2004 and 2005 to the consultant for services rendered. Expense
recorded for the nine months ended September 30, 2002 for this consulting
agreement was $292 thousand.

The Companys subsidiary, infoUSA.com, sponsored an Equity Incentive Plan
in which shares of common stock were reserved for issuance to officers,
directors, employees and consultants of the subsidiary. The Company recorded a
non-cash charge of $146 thousand and $448 thousand during the three and nine
months ended September 30, 2001, respectively, related to stock options for
infoUSA.com. The charges were recorded as an addition to paid-in-capital.

7. RESTRUCTURING CHARGES

During the nine months ended September 30, 2002, the Company recorded
restructuring charges totaling $1.6 million due to workforce reductions, as
part of the Companys overall strategy to reduce operating costs and continue
its commitment to core business lines. As of September 30, 2002, the Company
had a remaining reserve of $0.5 million for unpaid severance charges related to
these restructuring charges. The workforce reduction charges included
involuntary employee separation costs for approximately 73 employees in
administration, sales support and marketing functions.

During the nine months ended September 30, 2001, the Company recorded
restructuring charges totaling $1.8 million due to workforce reductions, as a
part of the Companys overall strategy to reduce costs and focus its commitment
on core business lines. The costs were incurred and paid during the nine months
ended September 30, 2001. The workforce reduction charges included involuntary
employee separation costs for approximately 186 employees in administration,
sales support and marketing functions.

During the nine months ended September 30, 2001, the Company recorded
restructuring charges of $2.8 million due to a lease termination agreement. On
July 30, 2001, infoUSA.com, a subsidiary of the Company, negotiated a lease
termination agreement for the abandoned Foster City, California facility, and
paid $4.7 million to satisfy the remaining eight year term of the lease
agreement. The Company recorded charges of $2.8 million for costs of the lease
settlement not previously accrued.

8. ACQUISITION COSTS

During the nine months ended September 30, 2002, the Company recorded
integration-related acquisition costs of $0.2 million. The integration-related
costs included consulting costs, information system conversion and other direct
integration-related charges. These costs were not directly related to the
recent acquisition of various companies (see Note 5), and therefore could not
be capitalized, but were costs associated with the integration of the acquired
operations into the Companys existing operations.

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9. LOSS ON INTEREST RATE SWAP AGREEMENT

During 1999 in conjunction with the acquisition of Donnelley, the Company
negotiated a credit arrangement (Senior Debt Credit facility). According to
the terms of the Senior Debt Credit Facility, the Company entered into an
interest rate swap agreement with Union Bank of California, to fix the rate on
$60.5 million of the debt at an interest rate of 6.385% for the term of 3
years. On March 6, 2002, the Company refinanced the Senior Debt Credit facility
administered by Deutsche Bank with Bank of America Securities, LLC. As a result
of the refinancing, the Company recorded a charge of $1.2 million and is
included in Other Charges in the accompanying Statement of Operations for
amounts previously reported in Other Comprehensive Income in the accompanying
Balance Sheet related to the fair value of the interest rate swap agreement.
The interest rate swap agreement was not accounted for as an interest rate
hedge agreement for the remaining term of the agreement, which ultimately
concluded in September 2002.

10. EXTRAORDINARY ITEM, NET OF TAX

On March 6, 2002, the Company refinanced its senior debt credit facility
administered by Deutsche Bank to Bank of America Securities, LLC. On March 6,
2002, the Company recorded an extraordinary item of $1.8 million, net of income
tax benefit of $1.1 million, for the net unamortized debt issue costs related
to the extinguishment of the senior debt credit facility with Deutsche Bank.

11. RELATED PARTY TRANSACTIONS

Mr. Gupta, who is the Chairman and Chief Executive Officer of the Company,
is eligible for a cash bonus in 2002 based on Company performance. The criteria
for Mr. Guptas bonus is that he will receive 10% of the Companys adjusted
EBITDA in excess of $80 million. In January 2002, the Company paid an advance
to Mr. Gupta in the amount of $1.5 million (based on 2001 performance) to be
off set against any 2002 bonus payable to Mr. Gupta pursuant to his bonus
program. The advance will be applied to part or all of his 2002 bonus, if
performance criteria are met, or paid back by Mr. Gupta within the next 12
months. In May 2002, Mr. Gupta paid back $0.6 million of the original advance,
leaving an advance balance of $0.9 million which is classified as Officer Note
Receivable in the accompanying Balance Sheet.

Annapurna Corporation, which is 100% owned by Mr. Gupta, has fractional
ownership in certain aircraft with NetJets. Annapurna Corporation bills the
Company when the Companys employees and officers use the aircraft. The
Company paid a total of $1.7 million during the nine months ended September 30,
2002 to Annapurna Corporation for usage of the aircraft and other travel expenses.

During the nine months ended September 30, 2002, the Company paid Everest
Asset Management $0.4 million for acquisition related expenses and investment
advisory fees on certain transactions. Everest Asset Management is 100% owned
by Mr. Gupta.

12. GOODWILL AND OTHER INTANGIBLE ASSETS  ADOPTION OF STATEMENT 142

Beginning January 1, 2002, the Company adopted the provisions of SFAS 142
and ceased the amortization of goodwill and certain other intangible assets in
2002 and future years. Amortization expense for goodwill of $11.3 million, net
of tax benefit of $1.1 million, was recorded during the first nine months of
2001 that was not recorded during the first nine months of 2002.

Acquired intangible assets as of September 30, 2002 consist of:

|                            |                                          |   |                    |         |              |   |         |        | 
|--------------------------- | ---------------------------------------- | - | ------------------ | ------- | ------------ | - | ------- | ------ | 
|                            |                                          |   | Gross              |         |              |   |        
|                            |                                          |   | Carrying           |         | Accumulated 
|                            |                                          |   | Amount             |         | Amortization
|                            |                                          |   |                    |         |             
|                            |                                          |   | (amounts in $000s)
|Acquired intangible assets: |                                          |   |                    |         |              |   |         |       
|                            | Goodwill                                 |   | $                  | 268,402 |              |   | $       | 59,012 | 
|                            | Purchased data processing and technology |   |                    | 78,278  |              |   |         | 43,951 | 
|                            | Acquired database costs                  |   |                    | 19,000  |              |   |         | 19,000 | 
|                            | Tradename                                |   |                    | 15,802  |              |   |         | 4,474  | 
|                            | Non-compete agreements                   |   |                    | 13,534  |              |   |         | 8,061  | 
|                            | Customer base                            |   |                    | 8,372   |              |   |         | 4,740  | 
|                            |                                          |   |                    |         |              |   |         |       
|                            |                                          | $ | 403,388            |         |              | $ | 139,238 |       
|                            |                                          |   |                    |         |              |   |         |       

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Assuming the provisions of SFAS 142 had been implemented as of January 1,
2001, adjusted net income before extraordinary items, adjusted net income and
earnings per share would have been:

|                                                        |                                   |   |               |   |               |   |        |        | 
|------------------------------------------------------- | --------------------------------- | - | ------------- | - | ------------- | - | ------ | ------ | 
|                                                        |                                   |   | FOR THE NINE 
|                                                        |                                   |   | MONTHS ENDED 
|                                                        |                                   |   |              
|                                                        |                                   |   | September 30, |   | September 30,
|                                                        |                                   |   | 2002          |   | 2001         
|                                                        |                                   |   |               |   |              
|($000s except for earnings-per-share amounts)           |                                   |   |               |   |               |   |        |       
|Reported income before extraordinary item               |                                   | $ | 17,265        |   |               | $ | 4,293  |       
|                                                        | Goodwill amortization, net of tax |   |               |  |               |   |        | 11,290 | 
|                                                        |                                   |   |               |   |               |   |        |       
|Adjusted net income before extraordinary item           |                                   | $ | 17,265        |   |               | $ | 15,583 |       
|                                                        |                                   |   |               |   |               |   |        |       
|Reported net income                                     |                                   | $ | 15,496        |   |               | $ | 4,293  |       
|                                                        | Goodwill amortization, net of tax |   |               |  |               |   |        | 11,290 | 
|                                                        |                                   |   |               |   |               |   |        |       
|Adjusted net income                                     |                                   | $ | 15,496        |   |               | $ | 15,583 |       
|                                                        |                                   |   |               |   |               |   |        |       
|Basic & Diluted earnings per share:                     |                                   |   |               |   |               |   |        |       
|Reported net income before extraordinary item per share |                                   | $ | 0.33          |   |               | $ | 0.08   |       
|                                                        | Goodwill amortization, net of tax |   |               |  |               |   |        | 0.22   | 
|                                                        |                                   |   |               |   |               |   |        |       
|Adjusted net income before extraordinary item per share |                                   | $ | 0.33          |   |               | $ | 0.30   |       
|                                                        |                                   |   |               |   |               |   |        |       
|Reported net income per share                           |                                   | $ | 0.30          |   |               | $ | 0.08   |       
|                                                        | Goodwill amortization, net of tax |   |               |  |               |   |        | 0.22   | 
|                                                        |                                   |   |               |   |               |   |        |       
|Adjusted net income per share                           |                                   | $ | 0.30          |   |               | $ | 0.30   |       
|                                                        |                                   |   |               |   |               |   |        |       

13. CONTINGENCIES

The Company and its subsidiaries are routinely involved in legal
proceedings, claims and litigation arising in the ordinary course of business.
Management does not expect these matters to result in a material liability to
the Company. During the nine months ended September 30, 2002, the Company
recorded charges totaling $0.4 million related to the Companys settlement of
two contractual disputes.

On May 14, 2002, a former principal of an acquired business was awarded
$1.6 million by an arbitrator for settlement of a dispute regarding exercise of
stock options issued by the Company as a part of the acquisition. The Companys
management believes that it has
sufficient legal grounds to have the ruling overturned and that such an outcome
is likely. Accordingly, the Company has not recorded a litigation charge for
the cost of this judgement or other potential claims and contingent liabilities
as management believes that the likelihood of a material loss for such
contingencies is unlikely.

14. OTHER CHARGES

During the nine months ended September 30, 2002, the Company recorded a
loss of $1.1 million for an other-than-temporary decline in the value of a
nonmarketable equity investment. The investment was determined to be impaired
by management after consideration of recent equity transactions by the
investee. The loss is included in Other Charges in the accompanying
Statement of Operations.

The Company has other investments totaling $3.0 million in nonmarketable
equity securities where the carrying value of the investments may exceed the
estimated fair value of the investments. The Company continues to monitor the
conditions and events that effect the recoverability of these investments. To
the extent that conditions for these investments do not improve, additional
write-offs for other-than-temporary declines in the fair value of these equity
securities may emerge.

During the nine months ended September 30, 2002, the Company repurchased a
total of $5.0 million of outstanding Senior Subordinated Notes of the Company.
The Senior Subordinated Notes are publicly held debt issued by the Company and
the

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repurchases of those notes occurred through open market transactions
initiated by the Company. As a result of the repurchase, the Company recorded
charges totaling $0.2 million for net unamortized debt issue costs related to
the Senior Subordinated Notes and for amounts paid in excess of par which are
included in Other Charges in the accompanying Statement of Operations.

14. SUBSEQUENT EVENT

During October 2002, the Company announced its proposed acquisition of
ClickAction Inc., a provider of email marketing automation solutions. The
proposed transaction is subject to the approval of ClickActions stockholders
and other conditions specified in the merger agreement. Proposed
consideration of the transaction could range from $3.5 million to $4.1 million
of cash. If stockholder approval is achieved and the closing conditions are
met, the transaction is expected to close in late 2002.

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infoUSA INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The Company is a leading provider of business and consumer information,
data processing and database marketing services. The Companys key assets
include proprietary databases of 14 million businesses and 250 million
consumers in the United States and Canada. We believe our proprietary content
is the most comprehensive and accurate data available. We leverage these key
assets by selling through multiple distribution channels to over 4 million
customers that include small and medium-size businesses, Fortune 1000
companies, consumers, and Internet users.

This discussion and analysis contains forward-looking statements,
including without limitation statements in the discussion of comparative
results of operations, accounting standards and liquidity and capital
resources, within the meaning of Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933, which are subject to the
safe harbor created by those sections. The Companys actual future results
could differ materially from those projected in the forward-looking statements.
Some factors which could cause future actual results to differ materially from
the companys recent results or those projected in the forward-looking
statements are described in Factors Affecting Operating Results below. The
Company assumes no obligation to update the forward-looking statement or such
factors.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
financial information and other data. The amounts and related percentages may
not be fully comparable due to the acquisitions of Polk Directories in October
2001, Database Concepts in January 2002, the email list business of
Doubleclick, Inc. in March 2002, Key Contacts in April 2002, Hill-Donnelly Inc.
in June 2002 and City Publishing Company, Inc. in September 2002:

|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |    |         |  
|------------------------------------------------------------------------------------------ | ----------------------------------- | ------------------------------------- | ------ | -------------- | ------ | -------------- | ------ | -------------- | ------ | -------------- | ------ | -- | -------------- | - | ------ | -- | ------- | -
|                                                                                           |                                     |                                       |        | THREE MONTHS   |        | THREE MONTHS   |        | NINE MONTHS    |        | NINE MONTHS   
|                                                                                           |                                     |                                       |        | ENDED          |        | ENDED          |        | ENDED          |        | ENDED         
|                                                                                           |                                     |                                       |        | SEPT. 30, 2002 |        | SEPT. 30, 2001 |        | SEPT. 30, 2002 |        | SEPT. 30, 2001
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |               
|CONSOLIDATED STATEMENT OF
OPERATIONS DATA:                                                 |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Net sales                                                                                  |                                     |                                       | 100    | %              |        |                | 100    | %              |        |                | 100    | %  |                |   | 100    | % 
|Costs and expenses:                                                                        |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           | Database and production costs       |                                       |        | 27             |        |                |        | 28             |        |                |        | 28 |                |   |        | 28 |        
|                                                                                           | Selling, general and administrative |                                       |        | 45             |        |                |        | 38             |        |                |        | 43 |                |   |        | 38 |        
|                                                                                           | Depreciation and amortization       |                                       |        | 9              |        |                |        | 17             |        |                |        | 9  |                |   |        | 17 |        
|                                                                                           | Non-cash stock compensation expense |                                       |        |               |        |                |        |               |        |                |        |   |                |   |        |   |        
|                                                                                           | Restructuring charges               |                                       |        | 1              |        |                |        | 4              |        |                |        | 1  |                |   |        | 2  |        
|                                                                                           | Litigation settlement charge        |                                       |        |               |        |                |        |               |        |                |        |   |                |   |        |   |        
|                                                                                           | Acquisition costs                   |                                       |        |               |        |                |        |               |        |                |        |   |                |   |        |   |        
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Total costs and expenses              |        |                | 82     |                |        |                | 88     |                |        |    | 81             |   |        |    | 85      |  
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Operating income                                                                           |                                     |                                       | 18     |                |        |                | 12     |                |        |                | 19     |    |                |   | 15     |   
|Other expense, net                                                                         |                                     |                                       | (5     | )              |        |                | (8     | )              |        |                | (7     | )  |                |   | (9     | ) 
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Income before income taxes and extraordinary item                                          |                                     |                                       | 13     |                |        |                | 4      |                |        |                | 12     |    |                |   | 6      |   
|Income taxes                                                                               |                                     |                                       | 5      |                |        |                | 4      |                |        |                | 5      |    |                |   | 4      |   
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Income before extraordinary item                                                           |                                     |                                       | 8      |                |        |                |       |                |        |                | 7      |    |                |   | 2      |   
|Extraordinary item, net of tax                                                             |                                     |                                       |       |                |        |                |       |                |        |                | (1     | )  |                |   |       |   
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Net income                                                                                 |                                     |                                       | 8      | %              |        |                |       | %              |        |                | 6      | %  |                |   | 2      | % 
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|OTHER
DATA:                                                                                |                                     |                                       |        |                |        |                |        | (in thousands)
|SALES BY SEGMENT:                                                                          |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Small business                        |        | $              | 41,084 |                |        | $              | 29,878 |                |        | $  | 117,405        |   |        | $  | 96,834  |  
|                                                                                           |                                     | Large business                        |        |                | 36,087 |                |        |                | 38,620 |                |        |    | 110,531        |   |        |    | 116,426 |  
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Total                                 |        | $              | 77,171 |                |        | $              | 68,498 |                |        | $  | 227,936        |   |        | $  | 213,260 |  
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|SALES BY SEGMENT AS A
PERCENTAGE OF NET SALES:                                             |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Small business                        |        |                | 53     | %              |        |                | 44     | %              |        |    | 52             | % |        |    | 45      | %
|                                                                                           |                                     | Large business                        |        |                | 47     |                |        |                | 56     |                |        |    | 48             |   |        |    | 55      |  
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Total                                 |        |                | 100    | %              |        |                | 100    | %              |        |    | 100            | % |        |    | 100     | %
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Amortization expense of intangible assets (1)                                              |                                     | $                                     | 3,325  |                |        | $              | 7,584  |                |        | $              | 9,986  |    |                | $ | 22,894 |   
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|Earnings before, interest, taxes, depreciation and
amortization, (EBITDA), as adjusted (2) |                                     | $                                     | 20,926 |                |        | $              | 20,136 |                |        | $              | 63,979 |    |                | $ | 68,399 |   
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|EBITDA, as adjusted, as a percentage of net sales                                          |                                     |                                       | 27     | %              |        |                | 29     | %              |        |                | 28     | %  |                |   | 32     | % 
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           | Cash Flow Data:                     |                                       |        |                |        |                |        |                |        |                |        |    | (in thousands)
|                                                                                           |                                     | Net cash from operating activities    |        |                |        |                |        |                |        |                |        | $  | 35,629         |   |        | $  | 34,272  |  
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Net cash used in investing activities |        |                |        |                |        |                |        |                |        |    | (10,758        | ) |        |    | (21,823 | )
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   
|                                                                                           |                                     | Net cash used in financing activities |        |                |        |                |        |                |        |                |        |    | (27,694        | ) |        |    | (31,246 | )
|                                                                                           |                                     |                                       |        |                |        |                |        |                |        |                |        |    |                |   |        |   



---

|(1) |  | Represents amortization expense recorded by the Company on all
intangibles recorded as part of the acquisition of other companies, and
excludes amortization related to deferred financing costs, software
development costs, and other intangible assets not recorded as part of an
acquisition of another company. The amortization expense during 2002
excludes the amortization of goodwill, following the adoption of SFAS 142
by the Company on January 1, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) |  | EBITDA, as adjusted is defined as operating income adjusted to exclude
depreciation, amortization and non-cash stock compensation expenses.
EBITDA is presented because it is a widely accepted indicator of a
companys ability to incur and service debt and of the Companys cash
flows from operations excluding any non-recurring items. However, EBITDA,
as adjusted, does not purport to represent cash provided by operating
activities as reflected in the Companys consolidated statements of cash
flows, is not a measure of financial performance under generally accepted
accounting principles (GAAP) and should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with
GAAP. Also, the measure of EBITDA, as adjusted, may not be comparable to
similar measures reported by other companies.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Overview

The Company has supplemented its internal growth through strategic
acquisitions. The Company has completed nineteen acquisitions since mid-1996.
Through these acquisitions, the Company has increased its presence in the
consumer marketing information industry, greatly increased its ability to
provide data processing solutions, added two consumer CD-Rom product lines,
increased its presence in list management and list brokerage services and
broadened its offerings for e-mail and business marketing information.

Since 1996, the Company has systematically integrated the operations of
the acquired companies into existing operations of the Company. Generally, the
results of operations for these acquired activities are no longer separately
accounted for from existing activities. The Company cannot report on the
results of operations of acquired companies upon completion of the integration
as the results are commingled with existing results. Additionally, upon
integration of acquired operations, the Company frequently combines acquired
products or features with existing products, and experiences significant
cross-selling of products between business units, including sales of acquired
products by existing business units and sales by acquired business units of
existing products. Due to recent and potential future acquisitions, future
results of operations will not be comparable to historical data.

Net sales

Net sales of the Company for the quarter ended September 30, 2002 were
$77.2 million, an increase of 13% from $68.5 million for the same period of
2001. Net sales for the nine months ended September 30, 2002 were $227.9
million, an increase of 7% from the $213.3 million for the same period of 2001.
The increase in net sales is principally due to the acquisition of Polk
Directories in October 2001, and to a lesser extent, various smaller
acquisitions during 2002.

Net sales of the small business segment for the quarter ended September
30, 2002 were $41.1 million, a 37% increase from $29.9 million for the same
period of 2001. Net sales of the small business segment for the nine months
ended September 30, 2002 were $117.4 million, a 21% increase from $96.8 million
for the same period of 2001. The small business segment principally engages in
the selling of sales lead generation and consumer DVD products to small to
medium sized companies, small office and home office businesses and individual
consumers. This segment also includes the sale of content via the Internet. The
increase in net sales is principally due to the acquisition of Polk Directories
in October 2001 and various smaller acquisitions during 2002. The Company
immediately integrated the operations of its various acquisitions into existing
operations. As discussed in the overview above, the Company cannot separately
report the results of operations of its various acquisitions upon completion of
the integration.

Net sales of the large business segment for the quarter ended September
30, 2002 were $36.1 million, a 6% decline from $38.6 million for the same
period of 2001. Net sales of the large business segment for the nine months
ended September 30, 2002 were $110.5 million, a 5% decrease from the $116.4
million for the same period of 2001. The large business segment principally
engages in the selling of data processing services, licensed databases,
database marketing solutions and list brokerage and list management services to
large companies. This segment includes the licensing of databases for Internet
directory assistance services. The decrease in net sales is principally due to
softer customer demand for Internet licensing and to a lesser extent due to
softer demand for data processing services related to the general slow-down in
the United States economy. Database license sales for the quarter ended
September 30, 2002 were $9.4 million, compared to $11.6 million for the same
period of 2001. Database license sales for the nine months ended September 30,
2002 were $28.8 million, compared to $36.0 million for the same period of 2001.

Database and production costs

Database and production costs for the quarter ended September 30, 2002
were $20.6 million, or 27% of net sales, compared to $19.0 million, or 28% of
net sales for the same period of 2001. For the nine months ended September 30,
2002, database and production costs were $63.2 million, or 28% of net sales,
compared to $59.9 million or 28% of net sales for the same period in 2001. The
increase in database and production costs is primarily due to the acquisition
of Polk Directories in October 2001.

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Selling, general and administrative expenses

Selling, general and administrative expenses for the quarter ended
September 30, 2002 were $34.7 million, or 45% of net sales, compared to $26.3
million, or 38% of net sales for the same period of 2001. For the nine months
ended September 30, 2002, selling, general and administrative expenses were
$98.6 million, or 43% of net sales, compared to $80.3 million, or 38% of net
sales, for the same period of 2001. The increase in selling, general and
administrative expenses as a percentage of net sales is principally due to the
acquisition of Polk Directories in October 2001. Polk Directories utilizes a
dedicated sales force that has a higher operating cost structure as a
percentage of net sales than the Companys existing businesses.

Depreciation and amortization expenses

Depreciation and amortization expenses for the quarter ended September 30,
2002 were $6.8 million, or 9% of net sales, compared to $11.7 million, or 17%
of net sales for the same period of 2001. For the nine months ended September
30, 2001, depreciation and amortization expenses were $21.1 million, or 9% of
net sales, compared to $36.7 million, or 17% of net sales for the same period
in 2001. The decrease in depreciation and amortization expenses is due to the
Companys adoption of Statement of Financial Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets as of January 1, 2002. SFAS No. 142
requires the Company to complete an annual impairment test on goodwill and
other intangible assets with an indefinite life rather than record amortization
expense on those assets. The Company has completed the evaluation for the
initial impairment test that is required upon adoption of SFAS 142 and
established that no impairment exists.

Non-cash stock compensation expense

During the quarter ended September 30, 2002, the Company recorded a
non-cash charge of $8 thousand, or less than 1% of net sales, compared to $0.1
million, for the same period of 2001. For the nine months ended September 30,
2002, non-cash stock compensation expense was $35 thousand, or less than 1% of
net sales, compared to $0.4 million, for the same period of 2001. The Company
recorded non-cash stock compensation expenses during 2002 related to the
consulting agreement described in Note 6 to the interim financial statements.
During 2001, non-cash stock compensation expense related to stock options
granted by the Companys former subsidiary, infoUSA.com. The decrease is due
to the fact that the Company eliminated the minority interest in its
infoUSA.com subsidiary through the purchase of assets as of September 30, 2001,
and therefore will not incur non-cash stock compensation expense related to the
infoUSA.com subsidiary options for the fourth quarter of 2001 and subsequent
periods. However, the Company will incur additional non-cash compensation
expense for the 2002 consultant options during the vesting period of those
options. The amount of compensation expense will be affected by changes in the
fair value of the Companys common stock.

Restructuring costs

During the three and nine months ended September 30, 2002, the Company
recorded restructuring charges due to workforce reductions of $0.8 million and
$1.6 million, respectively, as a part of the Companys continuing strategy to
reduce costs and focus on core operations. The workforce reduction charges
included involuntary employee separation costs for 73 employees for the nine
months ended September 30, 2002.

The Company recorded restructuring charges of $4.6 million for the nine
months ended September 30, 2001, due to fiscal year 2001 workforce reductions
totaling $1.8 million and early lease termination costs of $2.8 million, as a
part of the Companys overall strategy to reduce costs and focus its commitment
on core business lines. The fiscal year 2001 workforce reduction charges
included involuntary employee separation costs for approximately 186 employees.

Litigation settlement charges

The Company is involved in various legal proceedings of a nature
considered normal to its business. During the quarter ended September 30, 2002,
the Company recorded a charge of $0.1 million related to the Companys
settlement of a legal matter. For the nine months ended September 30, 2002,
the Company had recorded charges totaling $0.4 million related to the Companys
settlement of legal matters.

Acquisition costs

During the nine months ended June 30, 2002, the Company recorded
integration-related costs of $0.2 million. The integration-

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related costs included consulting costs, information system conversion and
other direct integration-related charges. These costs were not directly related
to the recent acquisition of various companies, and therefore could not be
capitalized, but were costs associated with the integration of the acquired
operations into the Companys existing operations.

Operating income

Including the factors previously described, the Company had operating
income of $14.1 million, or 18% of net sales for the quarter ended September
30, 2002, compared to an operating income of $8.3 million, or 12% of net sales
for the same period in 2001. For the nine months ended September 30, 2002, the
Company had operating income of $42.9 million, or 19% of net sales, compared to
operating income of $31.3 million, or 15% of net sales for the same period in
2001.

Operating income for the small business segment for the quarter ended
September 30, 2002 was $15.6 million, or 38% of net sales, as compared to $13.7
million, or 46% of net sales for the same period in 2001. For the nine months
ended September 30, 2002, operating income for the small business segment was
$46.1 million, or 39% of net sales, compared to $46.6 million, or 48% of net
sales for the same period of 2001. The decrease in operating income as a
percentage of nets sales is principally due to increased sales and marketing
expenses represented as a percentage of net sales associated with Polk
Directories as discussed in the selling, general administrative section above.

Operating income for the large business segment for the quarter ended
September 30, 2002 was $18.6 million, or 51% of net sales, as compared to $18.1
million, or 47% of net sales for the same period in 2001. For the nine months
ended September 30, 2002, operating income for the large business segment was
$58.6 million or 53% of net sales, compared to $58.8 million, or 51% of net
sales for the same period in 2001. The increase in operating income as a
percentage of nets sales is due to continued cost reductions measures taken by
the Company over the last twelve months.

Other income or expense, net

Other expense, net was $3.5 million, or 5% of net sales, and $5.1 million,
or 8% of net sales, for the quarters ended September 30, 2002 and 2001,
respectively. For the nine months ended September 30, 2002, other expense, net
was $14.9 million, or 7% of net sales, compared to $18.1 million, or 9% of net
sales for the same period of 2001. Other income or expense, net is comprised of
interest expense, investment income, minority interest in subsidiary and other
income or expense items which do not represent components of operating expense
of the Company.

The Company recorded a non-cash loss of $1.2 million, on the interest rate
swap agreement designated as a cash flow hedge for the Companys Senior Debt
Credit Facility described in Note 10 to the interim financial statements. The
Senior Debt Credit Facility was refinanced on March 6, 2002. As a result of the
refinancing, the Company recorded a charge of $1.2 million for unrealized
interest expense that had been accounted for as a component of Other
Comprehensive Income a stockholders equity account included on the
accompanying Balance Sheet.

During the nine months ended September 30, 2002, the Company recorded a
loss of $1.1 million for an other-than-temporary decline in the value of a
nonmarketable equity investment. The investment was determined to be impaired
by management after consideration of recent equity transactions by the
investee.

During the nine months ended September 30, 2002, the Company wrote-off
$0.2 million for the net unamortized debt issue costs related to the retirement
of $5.0 million of the Companys 9.5% senior notes.

Interest expense was $3.4 million and $5.9 million for the quarters ended
September 30, 2002 and 2001, respectively. For the nine months ended September
30, 2002 and 2001, interest expense was $12.6 million and $19.3 million,
respectively. The decrease is principally due to lower interest rates as a
result of the refinancing of the senior credit facility in March 2002 and the
continued pay down of total debt facilities by the Company over the preceding
twelve months. Investment income was $35 thousand and $0.2 million, for the
quarters ended September 30, 2002 and 2001, respectively. For the nine months
ended September 30, 2002 and 2001, interest income was $0.1 million and $0.9
million, respectively.

Minority interest in gain of subsidiary of $0.6 million and $0.3 million
for the quarter and nine months ended September 30, 2001, respectively,
represents the unaffiliated investors share of infoUSA.coms net gain for the
period then ended.

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Income taxes

A provision for income taxes of $10.7 million and $8.9 million was
recorded for the nine months ended September 30, 2002 and 2001, respectively.
The decrease in the Companys effective tax rate to 38% in 2002 from 67% in
2001 is the result of two factors. First, the Companys 2001 net income did not
include any deferred tax benefits related to operating losses of its former
subsidiary infoUSA.com due to uncertainties surrounding the recoverability of
these deferred tax assets. infoUSA.com was not previously included in the
Companys consolidated Federal income tax return. Second, the Companys pre-tax
book income for the fiscal year 2001 included nondeductible amortization
expense of $16.5 million for goodwill and intangible assets with indefinite
lives. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company ceased
amortizing these assets for financial reporting purposes and consequently, the
amortization expense for those assets does not affect either book or taxable
income in 2002.

Extraordinary item, net of tax

On March 6, 2002, the Company refinanced its senior debt credit facility
administered by Deutsche Bank with a new facility administered by Bank of
America Securities, LLC. On March 6, 2002, the Company recorded an
extraordinary item of $1.8 million, net of income tax benefit of $1.1 million,
for the net unamortized debt issue costs related to the senior debt credit
facility with Deutsche Bank.

EBITDA, as adjusted

The Companys EBITDA, as adjusted was $20.9 million, or 27% of net sales
for the quarter ended September 30, 2002, and $20.1 million, or 29% of net
sales for the same period in 2001. For the nine months ended September 30,
2002, the Companys EBITDA, as adjusted was $64.0 million, or 28% of net sales,
compared to $68.4 million, or 32% of net sales for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

General information:

During 1999 in conjunction with the acquisition of Donnelley Marketing,
the Company negotiated a credit arrangement with Deutsche Bank. On March 6,
2002, the Company refinanced the senior debt credit facility administered by
Deutsche Bank with a new facility administered by Bank of America Securities,
LLC. Under the refinanced Senior Secured Credit facility, the payment terms of
the Term Loans A and B were changed such that the total debt will be due in
March 2006. Available borrowings under the new Senior Secured Credit facility
are $47.0 million for Term A with a maturity of 3 years, $45.0 million for Term
B with a maturity of 4 years and $18.0 million under a Revolving Credit
Facility with a maturity of 3 years. As of September 30, 2002, the Company had
no borrowings under the Revolving Credit Facility, with the exception of two
outstanding letters of credit totaling $5.9 million reducing the availability
under the Revolving Credit Facility to $12.1 million.

The Company is subject to certain financial covenants in its various
credit facilities, including total funded debt leverage ratio, senior debt
leverage ratio, fixed charge coverage ratio and minimum consolidated EBITDA.
Management believes the Company is in compliance with all restrictive covenants
of the Companys various debt facilities.

The Company believes that its existing sources of liquidity and cash
generated from operations will satisfy the Companys projected working capital,
debt repayments and other cash requirements for at least the next 12 months.
Acquisitions of other technologies, products or companies, or internal product
development efforts may require the Company to obtain additional equity or debt
financing, which may not be available or may be dilutive.

Consolidated Statements of Cash Flows Information:

As of September 30, 2002, the Companys principal sources of liquidity
included $12.1 million available under the Revolving Credit Facility described
above. As of September 30, 2002, the Company had a working capital deficit of
$11.6 million.

Net cash provided by operating activities during the nine months ended
September 30, 2002, totaled $35.6 million compared to $34.3 million during the
same period of 2001.

During the nine months ended September 30, 2002, the Company spent $2.5
million for additions of property and equipment, $1.8 million related to
software and database development costs and $27.2 million on the repayment of
long-term debt, which included

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voluntary prepayments totaling $10.6 million on its senior debt credit
facility and the repurchase of $5.0 million of 9.5% Senior Notes on the open
market.

During the nine months ended September 30, 2002, the Company spent $5.6
million for acquisitions of businesses. The Company purchased certain assets
and assumed certain liabilities related to the email list business of
Doubleclick, Inc. in March 2002 for $2.0 million, purchased certain assets and
assumed certain liabilities of Key Concepts, Inc. in April 2002, purchased
certain assets and assumed certain liabilities of Hill-Donnelly in June 2002
for $1.8 million and purchased certain assets and assumed certain liabilities
of City Publishing Company in September 2002 for $1.6 million. In addition,
the Company incurred acquisition costs totaling $0.9 million in connection with
the purchase of these businesses that were capitalized as part of the purchase
price of these businesses.

Consolidated Balance Sheet Information:

Trade accounts receivable decreased from $44.9 million at December 31,
2001 to $40.6 million at September 30, 2002. The days sales outstanding
(DSO) ratio for the nine months ended September 30, 2002 was 48 days compared
to 63 days for the same period of 2001. The decrease reflects the Companys
continued commitment towards the maintenance of stringent credit and collection
practices.

List brokerage trade accounts receivable increased from $17.0 million at
December 31, 2001 to $21.4 million at September 30, 2002. List brokerage
trade accounts payable increased from $15.0 million to $17.5 million for the
same period ends. The increase in both accounts is principally due to the
acquisition of the DoubleClick email list business in March 2002.

Accounts payable increased from $7.8 million at December 31, 2001 to $11.4
million at September 30, 2002. The increase is due to the acquisition of
various companies during 2002 as previously described and payment timing
differences related to various operating expenses.

Accrued expenses decreased from $9.2 million at December 31, 2001 to $5.0
million at September 30, 2002. The decrease is principally due to a reduction
of $3.3 million for prepaid employer 401(k) expenses.

Long term debt decreased from $205.9 million at December 31, 2001 to
$172.4 million at September 30, 2002. The Company made repayments on long-term
debt totaling $27.2 million during the nine months ended September 30, 2002.

NEW ACCOUNTING STANDARDS

The Company adopted SFAS No. 133 effective January 1, 2001. The Company
used derivative financial instruments to manage the risk of a change in
interest rates on $60.5 million of the debt incurred for the acquisition of
Donnelley Marketing in July 1999. The Company does not enter into derivative
financial instruments for trading or speculative purposes. The Company recorded
a transition adjustment at January 1, 2001 of $0.3 million, net of tax, as an
accumulated other comprehensive loss to record the derivative financial
instrument on the Companys financial statements.

In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations, which requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method.

In June 2001, the Financial Accounting Standards Board also issued SFAS
No. 142, Goodwill and Other Intangible Assets. This statement:



| |  |  | replaces the requirement to amortize goodwill and certain other intangible assets with an annual impairment test, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------
|
| |  |  | requires an evaluation of the useful lives of intangible assets and an impairment test for goodwill upon adoption.   

Goodwill and intangible assets with indefinite lives that result from
acquisitions of businesses and minority interests after June 30, 2001, are not
subject to amortization under the provisions of SFAS 142. The provisions of
this statement are fully effective for fiscal years beginning after December
15, 2001, so the Company adopted the provisions of SFAS 142 in the financial
statements for the nine months ended September 30, 2002. Beginning January 1,
2002, the Company ceased the amortization of goodwill, the result of which is
no further expense for the amortization of these intangible assets in 2002 and
future years. Amortization expense for goodwill and intangible assets with
indefinite lives was $16.5 million for the full year 2001, compared to total
intangible asset amortization of $30.3 million for the full year 2001. In
accordance with SFAS 142, the Company is required to perform an initial
impairment test of

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goodwill in 2002 and update the impairment test annually. The Company has
completed the initial valuation of the goodwill and other intangible assets
required by FASB 142 for impairment testing and concluded that no impairment
exists.

In October 2001, the Financial Accounting Standards Board also issued SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
provisions of this statement are effective for fiscal years beginning after
December 15, 2001. Therefore, the Company adopted the provisions of SFAS No.
144 in its financial statements for the nine months ended September 30, 2002.
Management does not expect the adoption of this statement to significantly
impact the consolidated financial statements.

In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. The provisions of this statement
related to the rescission of Statement No. 4 shall be applied in fiscal years
beginning after May 15, 2002. Upon adoption of this statement, the Company will
reclassify the 2002 loss on extinguishment of debt of $1.8 million, net of tax,
from an extraordinary item to other income and expenses.

In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS
146 requires that exit cost liabilities (including severance) be recognized
when incurred. This is a change from current practice whereby exit cost
liabilities are recognized when an organization commits to a plan of
restructuring. Consequently, SFAS 146 is expected to impact the timing of
restructuring costs that may occur with workforce reductions and other exit
plans initiated after December 31, 2002.

FACTORS THAT MAY AFFECT OPERATING RESULTS

Our Internet strategy is subject to review and revision.

Our Internet strategy is to leverage our proprietary content into multiple
vertical market applications and provide marketing solutions for electronic
commerce applications. The strategy we introduced in fiscal 2000  of being an
incubator of Internet database companies  has been revised to a strategy of
developing more efficient and profitable applications of our content through
the Internet. We cannot guarantee that our customers will choose to have our
products and services delivered to them over the Internet. If we are successful
in developing Internet applications, we may face strong competition from
current and potential competitors, including other Internet companies and other
providers of business and consumer databases. We will review our Internet
strategy from time to time and may continue to revise it.

Our markets are highly competitive and many of
our competitors have greater resources than we do.

The business and consumer marketing information industry in which we
operate is highly competitive. Intense competition could harm us by causing,
among other things, price reductions, reduced gross margins, and loss of market
share. Our competition includes:



| |  |  | In consumer sales lead generation products, Acxiom, Experian (a
subsidiary of Great Universal Stores, P.L.C. (GUS)), and Equifax, both
directly and through reseller networks.                                                                               
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In data processing services, Acxiom, Experian, Direct Marketing
Technologies (a subsidiary of GUS), and Harte-Hanks Communications, Inc.                                                                                                                       
|
| |  |  | In business sales lead generation products, Experian and Duns
Marketing Services (DMS), a division of Dun & Bradstreet. DMS, which
relies upon information compiled from Dun & Bradstreets credit
database, tends to focus on marketing to large companies.
|
| |  |  | In business directory publishing, from Regional Bell Operating
Companies and many smaller, regional directory publishers.                                                                                                                                      
|
| |  |  | In consumer products, certain smaller producers of CD-Rom products.                                                                                                                                                                                            
|
| |  |  | Technologies which companies may install and implement in-house as
part of their internal IS functions, instead of purchasing or
outsourcing such functions.                                                                                                   

In addition, we may face competition from new entrants to the business and
consumer marketing information industry as a result

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of the rapid expansion of the Internet, which creates a substantial new
channel for distributing business information to the market. Many of our
competitors have longer operating histories, better name recognition and
greater financial resources than we do, which may enable them to implement
their business strategies more readily than we can.

We are highly leveraged. If we are unable to
service our debt as it becomes due, our business would be harmed.

As of September 30, 2002, we had total indebtedness of approximately
$198.8 million, including $101.0 million of Notes under an indenture (the
Indenture) and $79.5 million under a Senior Secured Credit Agreement.
Substantially all of our assets are pledged as security under the terms of the
Credit Agreement. The indebtedness under the Credit Agreement was refinanced
March 6, 2002 and originally incurred in connection with our acquisition of
Donnelley Marketing in 1999. Our ability to pay principal and interest on the
Notes issued under the Indenture and the indebtedness under the Credit
Agreement and to satisfy our other debt obligations will depend upon our future
operating performance. Our performance will be affected by prevailing economic
conditions and financial, business and other factors. Certain of these factors
are beyond our control. The future availability of revolving credit under the
Credit Agreement will depend on, among other things, our ability to meet
certain specified financial ratios and maintenance tests. We expect that our
operating cash flow should be sufficient to meet our operating expenses, to
make necessary capital expenditures and to service our debt requirements as
they become due. If we are unable to service our indebtedness, however, we will
be forced to take actions such as reducing or delaying acquisitions and/or
capital expenditures, selling assets, restructuring or refinancing our
indebtedness (including the Notes issued under the Indenture and the Credit
Agreement) or seeking additional equity capital. We may not be able to
implement any such measures or obtain additional financing.

The terms of our current indebtedness restrict our ability to take certain
actions that fit our business strategy.

Our existing credit facilities contain certain covenants which restrict
our ability to:



| |  |  | Incur additional indebtedness;                                                                                                           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Pay dividends and make certain other similar payments;                                                                                   
|
| |  |  | Guarantee indebtedness of others;                                                                                                        
|
| |  |  | Enter into certain transactions with affiliates;                                                                                         
|
| |  |  | Consummate certain asset sales, certain mergers and consolidations,
sales or other dispositions of all or substantially all of our assets
|
| |  |  | Acquire other companies; and                                                                                                             
|
| |  |  | Obtain dividends or certain other payments from our subsidiaries.                                                                        

These restrictions may impair our ability to take certain actions that fit
our business strategy. A breach of any of these covenants could result in an
event of default under the terms of our existing credit facilities. Upon the
occurrence of an event of default, the lenders could elect to declare all
amounts outstanding, together with accrued interest, to be immediately due and
payable. If the payment of any such indebtedness is accelerated, our assets may
not be sufficient to repay in full the indebtedness under our credit facilities
and our other indebtedness. Moreover, if we were unable to repay amounts owed
to the lenders under our credit facilities, the lenders could foreclose on our
assets that secure the indebtedness.

Under the terms of our current indebtedness, the occurrence of a change of
control of infoUSA could have serious adverse financial consequences to us.

If a change of control of infoUSA were to occur, we would in certain
circumstances be required to make an offer to purchase all outstanding Notes
under the Indenture at a purchase price equal to 101% of the principal amount
of the Notes, together with accrued and unpaid interest. There can be no
guarantee that, if this were to happen, we would have sufficient funds to
purchase the Notes. In addition, a change of control and any repurchase of the
Notes upon a change of control may constitute an event of default under our
other current or future credit facilities. In that event, our obligations under
such credit facilities could be declared due and payable by the lenders, and
the lenders may also have the right to be paid for all outstanding obligations
under such credit facilities before we repurchase any of the Notes.

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Fluctuations in our operating results may result in decreases in the market
price of our common stock.

Our operating results may fluctuate on a quarterly and annual basis. Our
expense levels are relatively fixed and are based, in part, on our expectations
as to future revenues. As a result, unexpected changes in revenue levels may
have a disproportionate effect on operating performance in any given period. In
some period or periods our operating results may be below the expectations of
public market analysts and investors. Our failure to meet analyst or investor
expectations could result in a decrease in the market price of our common
stock.

If we do not adapt our products and services to respond to changes in
technology, they could become obsolete.

We provide marketing information and services to our customers in a
variety of formats, including printed formats, electronic formats such as
CD-Rom and DVD, and over the Internet. Advances in information technology may
result in changing customer preferences for products and product delivery
formats. If we do not successfully adapt our products and services to take
advantage of changes in technology and customer preferences, our business,
financial condition and results of operations would be adversely affected.

We have adopted an Internet strategy because we believe that the Internet
represents an important and rapidly evolving market for marketing information
products and services. Our business, financial condition and results of
operations would be adversely affected if we:



| |  |  | Fail to develop products and services that are well suited to the
Internet market;                                                                     
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Experience difficulties that delay or prevent the successful
development, introduction and marketing of these products and services;
or                
|
| |  |  | Fail to achieve sufficient traffic to our Internet sites to generate
significant revenues, or to successfully implement electronic commerce
operations.

Changes in laws and regulations relating to data privacy could adversely affect
our business.

We engage in direct marketing, as do many of our customers. Certain data
and services provided by us are subject to regulation by federal, state and
local authorities in the United States as well as those in Canada and the
United Kingdom. In addition, growing concerns about individual privacy and the
collection, distribution and use of information about individuals have led to
self-regulation of such practices by the direct marketing industry through
guidelines suggested by the Direct Marketing Association and to increased
federal and state regulation. There is increasing awareness and concern among
the general public regarding marketing and privacy concerns, particularly as it
relates to the Internet. This concern is likely to result in new laws and
regulations. Compliance with existing federal, state and local laws and
regulations and industry self-regulation has not to date seriously affected our
business, financial condition or results of operations. Nonetheless, federal,
state and local laws and regulations designed to protect the public from the
misuse of personal information in the marketplace and adverse publicity or
potential litigation concerning the commercial use of such information may
increasingly affect our operations. This could result in substantial regulatory
compliance or litigation expense or a loss of revenue.

Our business would be harmed if we do not successfully integrate future
acquisitions.

Our business strategy includes continued growth through acquisitions of
complementary products, technologies or businesses. We have made seventeen
acquisitions since mid-1996 and completed the integration of these acquisitions
into our existing business by the end of the quarter as of June 30, 2002. We
continue to evaluate strategic opportunities available to us and intend to
pursue opportunities that we believe fit our business strategy. Acquisitions of
companies, products or technologies may result in the diversion of managements
time and attention from day-to-day operations of our business and may entail
numerous other risks, including difficulties in assimilating and integrating
acquired operations, databases, products, corporate cultures and personnel,
potential loss of key employees of acquired businesses, difficulties in
applying our internal controls to acquired businesses, and particular problems,
liabilities or contingencies related to the businesses being acquired. To the
extent our efforts to integrate future acquisitions fail, our business,
financial condition and results of operations would be adversely affected.

24



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to significant future earnings or cash flow
exposures from changes in interest rates on long-term debt as a significant
portion of the Companys debt is at fixed interest rates and the Company has
entered into long-term interest rate swap agreements to reduce the potential
impact of changes in interest rates on floating rate debt. However, the
long-term interest rate swap agreement expired in September 2002 and the
Company will be exposed to future earnings or cash flow exposures due to
changes in interest rates on $79.5 million of floating rate debt outstanding on
the Senior Credit Facility described in Footnote 9. The Company is not exposed
to material future earnings or cash flow exposures from fluctuations in foreign
currency exchange rates as operating results related to foreign operations are
not material.




ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures, as defined in Exchange Act Rule
15d-14(c) and Rule 13a-14. Based upon that evaluation, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures were effective as of September 30, 2002 in
enabling the Company to record, process, summarize and report information
required to be included in the Companys periodic SEC filings within the
required time period. There have been no significant changes in the Companys
internal controls or in other factors that could significantly affect internal
controls subsequent to September 30, 2002.

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infoUSA INC.
FORM 10-Q

FOR THE QUARTER ENDED

SEPTEMBER 30, 2002

PART II

OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
|99.2 |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith



| | (b) |  | Report on Form 8-K
None
| | --- |  | -----------------------

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SIGNATURES

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

|                        |  |                                                                                        
|----------------------- |  | ---------------------------------------------------------------------------------------
|                        |  | infoUSA INC.                                                                           
|                       
|Date: November 14, 2002 |  | /s/ STORMY L. DEANStormy L. Dean, Chief Financial Officer
(principal financial officer)

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I, Stormy L. Dean, certify that:

1.     I have reviewed this quarterly report on Form 10-Q for the quarter
ended September 30, 2002 of infoUSA Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a 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 have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, 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 a 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

|                                                        
|--------------------------------------------------------
|/s/ STORMY L. DEANStormy L. Dean
Chief Financial Officer

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I, Vinod Gupta, certify that:

1.     I have reviewed this quarterly report on Form 10-Q for the quarter
ended September 30, 2002 of infoUSA Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a 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 have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, 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 a 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

|                                                  
|--------------------------------------------------
|/s/ VINOD GUPTAVinod Gupta
Chief Executive Officer

29



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##### Table of Contents






INDEX TO EXHIBITS

|        |  |                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                     
|NUMBER  |  | DESCRIPTION                                                                                                                         
|        |  |                                                                                                                                     
|99.1    |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith
|       
|99.2    |  | Certificate Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith

30