##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    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
 infoGROUP Inc.
  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)
  info
  o þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o o þ




---



##### 



info GROUP Inc.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    4Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2007
    
    
    5Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 6. Exhibits
    
    
    25Signature
    
    
    26Index to Exhibits
    
    
    27Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




---



##### Table of Contents



EXPLANATORY NOTE
 info info
 Special Litigation Committee Investigation
 In re infoUSA, Inc.
Shareholders Litigation
 Ineffectiveness of Internal Control Over Financial Reporting and Disclosure Controls and Procedures
 Internal Control-Integrated
Framework Issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 SEC Investigation
  3




---



##### Table of Contents



PART I
 FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 info GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2008
    
    
    2007(UNAUDITED)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    18,635
    
    
    $
    9,924Marketable securities
    
    
    453
    
    
    
    2,285Trade accounts receivable, net of allowances of $2,056 and $2,397, respectively
    
    
    64,333
    
    
    
    78,573List brokerage trade accounts receivable, net of allowances of $451 and $70,
respectively
    
    
    90,457
    
    
    
    68,369Unbilled services
    
    
    29,847
    
    
    
    25,114Deferred income taxes
    
    
    4,471
    
    
    
    4,041Prepaid expenses
    
    
    11,151
    
    
    
    9,425Deferred marketing costs
    
    
    2,084
    
    
    
    2,234Total current assets
    
    
    221,431
    
    
    
    199,965Property and equipment, net
    
    
    69,143
    
    
    
    67,950Goodwill
    
    
    422,302
    
    
    
    415,075Intangible assets, net
    
    
    119,712
    
    
    
    118,205Other assets
    
    
    11,574
    
    
    
    11,446$
    844,162
    
    
    $
    812,641LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    4,500
    
    
    $
    4,944Accounts payable
    
    
    30,118
    
    
    
    23,312List brokerage trade accounts payable
    
    
    80,545
    
    
    
    63,807Accrued payroll expenses
    
    
    34,335
    
    
    
    39,507Accrued expenses
    
    
    18,319
    
    
    
    22,158Income taxes payable
    
    
    1,661
    
    
    
    3,288Deferred revenue
    
    
    70,942
    
    
    
    71,922Total current liabilities
    
    
    240,420
    
    
    
    228,938Long-term debt, net of current portion
    
    
    316,269
    
    
    
    278,283Deferred income taxes
    
    
    26,164
    
    
    
    31,046Other liabilities
    
    
    5,975
    
    
    
    5,848Stockholders equity:Common stock, $.0025 par value. Authorized 295,000,000 shares; 56,615,787 shares
issued and outstanding at March 31, 2008 and 56,505,668 shares issued and
outstanding at December 31, 2007
    
    
    141
    
    
    
    141Paid-in capital
    
    
    138,153
    
    
    
    137,106Retained earnings
    
    
    116,720
    
    
    
    129,908Accumulated other comprehensive income
    
    
    320
    
    
    
    1,371Total stockholders equity
    
    
    255,334
    
    
    
    268,526$
    844,162
    
    
    $
    812,641
 
 4




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 THREE MONTHS ENDEDMarch 31,2008
    
    
    2007(UNAUDITED)Net sales
    
    $
    191,109
    
    
    $
    157,882Costs and expenses:Cost of goods and services
    
    
    78,637
    
    
    
    62,328Selling, general and administrative
    
    
    87,602
    
    
    
    71,583Depreciation and amortization of operating assets
    
    
    5,947
    
    
    
    4,803Amortization of intangible assets
    
    
    4,369
    
    
    
    4,323Total operating costs and expenses
    
    
    176,555
    
    
    
    143,037Operating income
    
    
    14,554
    
    
    
    14,845Other expense, net:Investment income
    
    
    1,544
    
    
    
    22Other income (charges)
    
    
    67
    
    
    
    (24
    )Interest expense
    
    
    (5,520
    )
    
    
    (4,812
    )Other expense, net
    
    
    (3,909
    )
    
    
    (4,814
    )Income before income taxes
    
    
    10,645
    
    
    
    10,031Income taxes
    
    
    4,044
    
    
    
    3,701Net income
    
    $
    6,601
    
    
    $
    6,330Basic earnings per share
    
    $
    0.12
    
    
    $
    0.11Basic weighted average shares outstanding
    
    
    56,563
    
    
    
    55,521Diluted earnings per share:Diluted earnings per share
    
    $
    0.12
    
    
    $
    0.11Diluted weighted average shares outstanding
    
    
    56,576
    
    
    
    55,819
 
 5




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 THREE MONTHS ENDEDMarch 31,2008
    
    
    2007(UNAUDITED)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    6,601
    
    
    $
    6,330Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization of operating assets
    
    
    5,947
    
    
    
    4,803Amortization of intangible assets
    
    
    4,369
    
    
    
    4,323Amortization of deferred financing fees
    
    
    166
    
    
    
    134Deferred income taxes
    
    
    (873
    )
    
    
    (6,532
    )Non-cash stock compensation expense
    
    
    162
    
    
    
    219Non-cash 401(k) contribution in common stock
    
    
    806
    
    
    
    779(Gain) loss on sale of assets and marketable securities
    
    
    (1,456
    )
    
    
    63Non-cash other charges
    
    
    74
    
    
    
    213Changes in assets and liabilities, net of effect of acquisitions:Trade accounts receivable
    
    
    9,367
    
    
    
    14,736List brokerage trade accounts receivable
    
    
    14,067
    
    
    
    10,588Prepaid expenses and other assets
    
    
    (1,804
    )
    
    
    (1,046
    )Deferred marketing costs
    
    
    150
    
    
    
    (823
    )Accounts payable
    
    
    6,363
    
    
    
    (5,751
    )List brokerage trade accounts payable
    
    
    (15,787
    )
    
    
    (9,970
    )Income taxes receivable and payable, net
    
    
    (1,374
    )
    
    
    (2,927
    )Accrued expenses and other liabilities
    
    
    (11,983
    )
    
    
    5,037Deferred revenue
    
    
    (1,497
    )
    
    
    (6,616
    )Net cash provided by operating activities
    
    
    13,298
    
    
    
    13,560CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sale of marketable securities
    
    
    1,600
    
    
    
    68Purchases of marketable securities
    
    
    (248
    )
    
    
    (54
    )Proceeds from sale of property and equipment
    
    
    36
    
    
    
    Purchases of property and equipment
    
    
    (5,287
    )
    
    
    (5,056
    )Acquisitions of businesses, net of cash acquired
    
    
    (17,727
    )
    
    
    (146
    )Software development costs
    
    
    (889
    )
    
    
    (1,355
    )Net cash used in investing activities
    
    
    (22,515
    )
    
    
    (6,543
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayments of long-term debt
    
    
    (13,257
    )
    
    
    (86,367
    )Proceeds from long-term debt
    
    
    50,800
    
    
    
    98,516Deferred financing costs paid
    
    
    
    
    
    
    (159
    )Dividends paid
    
    
    (19,793
    )
    
    
    (19,425
    )Tax benefit related to employee stock options
    
    
    10
    
    
    
    19Proceeds from exercise of stock options
    
    
    69
    
    
    
    54Net cash provided by (used in) financing activities
    
    
    17,829
    
    
    
    (7,362
    )Effect of exchange rate fluctuations on cash
    
    
    99
    
    
    
    2Net increase (decrease) in cash and cash equivalents
    
    
    8,711
    
    
    
    (343
    )Cash and cash equivalents, beginning
    
    
    9,924
    
    
    
    4,433Cash and cash equivalents, ending
    
    $
    18,635
    
    
    $
    4,090Supplemental cash flow information:Interest paid
    
    $
    4,006
    
    
    $
    3,519Income taxes paid
    
    $
    6,137
    
    
    $
    5,414
  6




---



##### Table of Contents



info GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. GENERAL
   2. EARNINGS PER SHARE INFORMATION
  Three Months EndedMarch 31,(In thousands)2008
    
    2007Weighted average number of shares used in basic EPS
    
    
    56,563
    
    
    
    55,521Net additional common stock equivalent shares outstanding after
assumed exercise of stock options
    
    
    13
    
    
    
    298Weighted average number of shares outstanding used in diluted EPS
    
    
    56,576
    
    
    
    55,819
 3. SEGMENT INFORMATION
  info
      7




---



##### Table of Contents



For the Three Months Ended March 31, 2008MarketingData
    
    Services
    
    Research
    
    Corporate
    
    ConsolidatedGroup
    
    Group
    
    Group
    
    Activities
    
    Total(In thousands)Net sales
    
    $
    83,415
    
    
    $
    40,436
    
    
    $
    67,258
    
    
    $
    
    
    
    $
    191,109Operating income (loss)
    
    
    17,773
    
    
    
    7,115
    
    
    
    3,578
    
    
    
    (13,912
    )
    
    
    14,554Investment income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,544
    
    
    
    1,544Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,520
    )
    
    
    (5,520
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67
    
    
    
    67Income (loss) before income taxes
    
    
    17,773
    
    
    
    7,115
    
    
    
    3,578
    
    
    
    (17,821
    )
    
    
    10,645Goodwill
    
    
    256,689
    
    
    
    70,860
    
    
    
    94,753
    
    
    
    
    
    
    
    422,302
 For the Three Months Ended March 31, 2007MarketingData
    
    Services
    
    Research
    
    Corporate
    
    ConsolidatedGroup
    
    Group
    
    Group
    
    Activities
    
    Total(In thousands)Net sales
    
    $
    78,347
    
    
    $
    31,425
    
    
    $
    48,110
    
    
    $
    
    
    
    $
    157,882Operating income (loss)
    
    
    14,525
    
    
    
    6,863
    
    
    
    1,669
    
    
    
    (8,212
    )
    
    
    14,845Investment income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    22Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,812
    )
    
    
    (4,812
    )Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    (24
    )Income (loss) before income taxes
    
    
    14,525
    
    
    
    6,863
    
    
    
    1,669
    
    
    
    (13,026
    )
    
    
    10,031
 8




---



##### Table of Contents



4. COMPREHENSIVE INCOME
  For the ThreeMonths EndedMarch 31,
    
    
    March 31,2008
    
    
    2007(In thousands)Net income
    
    $
    6,601
    
    
    $
    6,330Other comprehensive income (loss):Unrealized loss from investments:Unrealized losses
    
    
    (1,817
    )
    
    
    (614
    )Related tax benefit
    
    
    654
    
    
    
    221Net
    
    
    (1,163
    )
    
    
    (393
    )Foreign currency translation adjustments:Unrealized gains
    
    
    177
    
    
    
    81Related tax expense
    
    
    (64
    )
    
    
    (29
    )Net
    
    
    113
    
    
    
    52Unrealized gain from pension plan:Unrealized gains
    
    
    13
    
    
    
    22Related tax expense
    
    
    (5
    )
    
    
    (8
    )Net
    
    
    8
    
    
    
    14Unrealized gain (loss) from derivative financial instruments:Unrealized gains (losses)
    
    
    (14
    )
    
    
    198Related tax (expense) benefit
    
    
    5
    
    
    
    (71
    )Net
    
    
    (9
    )
    
    
    127Total other comprehensive loss
    
    
    (1,051
    )
    
    
    (200
    )Comprehensive income
    
    $
    5,550
    
    
    $
    6,130
  Foreign
    
    
    
    
    
    
    
    
    
    
    AccumulatedUnrealized
    
    
    Currency
    
    
    Unrealized
    
    
    Derivative
    
    
    OtherLosses from
    
    
    Translation
    
    
    Gains
    
    
    Financial
    
    
    ComprehensivePension plan
    
    
    Adjustments
    
    
    From Investments
    
    
    Instruments
    
    
    Income(In thousands)Balance at March 31, 2008
    
    $
    (696
    )
    
    $
    583
    
    
    $
    36
    
    
    $
    397
    
    
    $
    320Balance at December 31, 2007
    
    $
    (704
    )
    
    $
    470
    
    
    $
    1,199
    
    
    $
    406
    
    
    $
    1,371
 5. ACQUISITIONS
    9




---



##### Table of Contents



For the Three Months EndedMarch 31,
    
    March 31,2008
    
    2007(In thousands, except pershare amounts)Net sales
    
    $
    191,109
    
    
    $
    186,490Net income
    
    $
    6,601
    
    
    $
    6,240Basic earnings per share
    
    $
    0.12
    
    
    $
    0.11Diluted earnings per share
    
    $
    0.12
    
    
    $
    0.11
 6. SHAREBASED PAYMENT ARRANGEMENTS
  10




---



##### Table of Contents



Share-Based Payment
    Weighted Average
    
    Aggregate IntrinsicWeighted Average
    
    
    
    
    
    Remaining
    
    Value at March 31,Number of Options
    
    Weighted Average
    
    Contractual
    
    2008Shares
    
    Exercise Price
    
    Term (Year)
    
    (In thousands)Outstanding beginning of period
    
    
    683,818
    
    
    $
    11.37Exercised
    
    
    (11,564
    )
    
    
    6.00Expired
    
    
    (14,024
    )
    
    
    6.00Outstanding end of period
    
    
    658,230
    
    
    
    11.58
    
    
    
    5.52
    
    
    $
    33Options exercisable at end of period
    
    
    294,229
    
    
    
    10.21
    
    
    
    3.79
    
    
    $
    33
  7. RESTRUCTURING CHARGES
  info
  AmountsBeginning
    
    
    Amounts
    
    
    From
    
    
    Amounts
    
    
    EndingAccrual
    
    
    Expensed
    
    
    Acquisitions
    
    
    Paid
    
    
    Accrual(In thousands)Data Group:Employee separation costs
    
    $
    2,877
    
    
    $
    665
    
    
    $
    
    
    
    $
    2,053
    
    
    $
    1,489Other associated costs
    
    $
    26
    
    
    $
    
    
    
    $
    
    
    
    $
    26
    
    
    $
    Research Group:Employee separation costs
    
    $
    566
    
    
    $
    109
    
    
    $
    
    
    
    $
    268
    
    
    $
    407Contract termination costs
    
    $
    2,588
    
    
    $
    
    
    
    $
    (1,055
    )
    
    $
    817
    
    
    $
    716
 11




---



##### Table of Contents



8. GOODWILL AND INTANGIBLE ASSETS
  March 31, 2008
    
    
    December 31, 2007(In thousands)Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Net
    
    
    Cost
    
    
    Amortization
    
    
    NetGoodwill
    
    $
    422,302
    
    
    $
    
    
    
    $
    422,302
    
    
    $
    415,075
    
    
    $
    
    
    
    $
    415,075Other intangible assets:Non-compete agreements
    
    
    14,837
    
    
    
    13,679
    
    
    
    1,158
    
    
    
    14,775
    
    
    
    13,600
    
    
    
    1,175Core technology
    
    
    16,144
    
    
    
    12,309
    
    
    
    3,835
    
    
    
    16,004
    
    
    
    11,716
    
    
    
    4,288Customer base
    
    
    102,365
    
    
    
    28,059
    
    
    
    74,306
    
    
    
    97,143
    
    
    
    25,173
    
    
    
    71,970Trade names
    
    
    38,985
    
    
    
    14,195
    
    
    
    24,790
    
    
    
    38,042
    
    
    
    13,390
    
    
    
    24,652Purchased data processing software
    
    
    73,478
    
    
    
    73,478
    
    
    
    
    
    
    
    73,478
    
    
    
    73,478
    
    
    
    Acquired database costs
    
    
    87,971
    
    
    
    87,971
    
    
    
    
    
    
    
    87,971
    
    
    
    87,971
    
    
    
    Perpetual software license agreements
    
    
    8,000
    
    
    
    8,000
    
    
    
    
    
    
    
    8,000
    
    
    
    8,000
    
    
    
    Software and database development
costs
    
    
    23,660
    
    
    
    10,862
    
    
    
    12,798
    
    
    
    22,751
    
    
    
    9,622
    
    
    
    13,129Deferred financing costs
    
    
    13,205
    
    
    
    10,380
    
    
    
    2,825
    
    
    
    13,203
    
    
    
    10,212
    
    
    
    2,991Total intangibles
    
    $
    800,947
    
    
    $
    258,933
    
    
    $
    542,014
    
    
    $
    786,442
    
    
    $
    253,162
    
    
    $
    533,280
  9. PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Property and equipment
    
    $
    201,674
    
    
    $
    196,042Less accumulated depreciation
    
    
    132,531
    
    
    
    128,092$
    69,143
    
    
    $
    67,950
 10. CONTINGENCIES
  12




---



##### Table of Contents



11. RELATED PARTY TRANSACTIONS
   13




---



##### Table of Contents



12. DEBT
  info
 13. SUBSEQUENT EVENTS
 info info
   14




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  General
 Overview
 info info
   
    
    Announcing the acquisition of Direct Media, Inc. which closed effective January 1, 2008.
Direct Media, Inc., which became part of the Services Group, is a provider of list
brokerage, list management, analytics, database marketing and data processing services.
    
    Expanding our international business and executive databases by adding content for China
and Australia.
    
    Expanding the presence of Yesmail, our e-mail technology company, and making
advancements in technology and product development processes.
    
    Continuing to invest in merchandising, advertising and branding. The advertising
campaigns include e-mail, print, television, radio, direct mail, and search word
advertising, as well as the use of white glove client services. Most notable
advertisements included commercials that aired during the Super Bowl, on February 3, 2008,
featuring Salesgenie.com.
    
    Continuing to compile infoUK.coms UK Business Database, which will provide contact
names and addresses of businesses in the United Kingdom. We plan to sell information in
this database to small and large customers in the form of customized list products, online
access, subscription services, and license agreements to value added resellers.
 Sales & Marketing Strategy
 Salesgenie.com.
  15




---



##### Table of Contents



Growth Strategy
      16




---



##### Table of Contents



RESULTS OF OPERATIONS
  CONSOLIDATED STATEMENT OF OPERATIONS DATA:
 For the Three Months EndedMarch 31, 2008
    
    March 31, 2007Net sales
    
    
    100
    %
    
    
    100
    %Costs and expenses:Cost of goods and services
    
    
    41
    
    
    
    39Selling, general and administrative
    
    
    47
    
    
    
    46Depreciation
    
    
    3
    
    
    
    3Amortization
    
    
    2
    
    
    
    3Total costs and expenses
    
    
    93
    
    
    
    91Operating income
    
    
    7
    
    
    
    9Other expense, net
    
    
    (2
    )
    
    
    (3
    )Income before income taxes
    
    
    5
    
    
    
    6Income taxes
    
    
    2
    
    
    
    2Net income
    
    
    3
    %
    
    
    4
    %
 OTHER DATA
 For the Three Months EndedMarch 31, 2008
    
    
    March 31, 2007(dollars in thousands)SALES BY SEGMENT:Data Group
    
    $
    83,415
    
    
    $
    78,347Services Group
    
    
    40,436
    
    
    
    31,425Marketing Research Group
    
    
    67,258
    
    
    
    48,110Total
    
    $
    191,109
    
    
    $
    157,882SALES BY SEGMENT AS A PERCENTAGE OF NET
SALES:Data Group
    
    
    44
    %
    
    
    50
    %Services Group
    
    
    21
    
    
    
    20Marketing Research Group
    
    
    35
    
    
    
    30Total
    
    
    100
    %
    
    
    100
    %
 Net sales
  info
   17




---



##### Table of Contents



Cost of goods and services
      Selling, general and administrative expenses
  info info
    18




---



##### Table of Contents



.
  Depreciation expense
      Amortization expense
     Operating income
  19




---



##### Table of Contents



Other expense, net
  Income taxes
  Liquidity and Capital Resources
 Overview
    info
 20




---



##### Table of Contents



Selected Consolidated Statements of Cash Flows Information
    Selected Consolidated Balance Sheet Information
     21




---



##### Table of Contents



info
  Off-Balance Sheet Arrangements
  Accounting Standards
 Fair
Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Business Combinations Business Combinations
 22




---



##### Table of Contents



Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Inflation
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 (a) Evaluation of disclosure controls and procedures
    23




---



##### Table of Contents



(b) Changes in internal control over financial reporting
  
 PART II
 OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
     24




---



##### Table of Contents



ITEM 6. EXHIBITS
 2.1
    
    
    
    Agreement and Plan of Merger, dated as June 28, 2007, by and among infoUSA Inc.,
Knickerbocker Acquisition Corp. and Guideline, Inc., incorporated herein by reference to Exhibit 2.1
filed with the Companys Current Report on Form 8-K filed July 5, 2007.3.1
    
    
    
    Certificate of Incorporation, as amended through October 22, 1999, incorporated herein by
reference to exhibits filed with our Registration Statement on Form 8-A, as amended, filed March 20,
2000.3.2
    
    
    
    Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in
Delaware on October 22, 1999, incorporated herein by reference to exhibits filed with our
Registration Statement on Form 8-A, as amended, filed March 20, 2000.3.3
    
    
    
    Certificate of Ownership and Merger effecting the name change to infoGROUP Inc., incorporated
herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, filed June 4, 20083.4
    
    
    
    Bylaws, incorporated herein by reference to our Annual Report on Form 10-K for the year ended
December 31, 2007, filed August 8, 2008.4.1
    
    
    
    Preferred Share Rights Agreement, incorporated herein by reference to our Registration Statement
on Form 8-A, as amended, filed March 20, 2000.4.2
    
    
    
    Specimen of Common Stock Certificate, incorporated herein by reference to the exhibits filed with
our Registration Statement on Form 8-A, as amended, filed March 20, 2000.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 25




---



##### Table of Contents



SIGNATURE
  infoGROUP Inc.Date: August 8, 2008
    /s/ Stormy L. DeanStormy L. Dean, Chief Financial Officer 26




---



##### Table of Contents



INDEX TO EXHIBITS
 2.1
    
    
    
    Agreement and Plan of Merger, dated as June 28, 2007, by and among infoUSA Inc.,
Knickerbocker Acquisition Corp. and Guideline, Inc., incorporated herein by reference to Exhibit 2.1
filed with the Companys Current Report on Form 8-K filed July 5, 2007.3.1
    
    
    
    Certificate of Incorporation, as amended through October 22, 1999, incorporated herein by
reference to exhibits filed with our Registration Statement on Form 8-A, as amended, filed March 20,
2000.3.2
    
    
    
    Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in
Delaware on October 22, 1999, incorporated herein by reference to exhibits filed with our
Registration Statement on Form 8-A, as amended, filed March 20, 2000.3.3
    
    
    
    Certificate of Ownership and Merger effecting the name change to infoGROUP Inc., incorporated
herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K, filed June 4, 20083.4
    
    
    
    Bylaws, incorporated herein by reference to our Annual Report on Form 10-K for the year ended
December 31, 2007, filed August 8, 2008.4.2
    
    
    
    Specimen of Common Stock Certificate, incorporated herein by reference to the exhibits filed with
our Registration Statement on Form 8-A, as amended, filed March 20, 2000.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 27