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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 June 30, 2003 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                    |  | (I.R.S. Employer Identification Number)
|incorporation or organization)                     |  |                                        
|                                                   |  |                                        
|5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA            |  | 68127                                  
|(Address of principal executive offices)           |  | (Zip Code)                             
|                                                   |  |                                        
|Registrants telephone number, including area code |  | (402) 593-4500                         

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). 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.

51,994,498 shares of Common Stock at August 1, 2003





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TABLE OF CONTENTS



|                                                  |                                                                                              |  |  |  |  |  |  | 
|------------------------------------------------- | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                  | ITEM 1. FINANCIAL STATEMENTS                                                                
|                                                  | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS
|                                                  | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                  | ITEM 4. CONTROLS AND PROCEDURES                                                             
|                                                  | ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 
|                                                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                    
|SIGNATURES                                       
|EX-31.1 Certification of CEO Pursuant to Sec. 302
|EX-31.2 Certification of CFO Pursuant to Sec. 302
|EX-32.1 Certification of CEO Pursuant to Sec. 906
|EX-32.2 Certification of CFO Pursuant to Sec. 906



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infoUSA INC.

INDEX

|                                                                        |  |                                                                                               |                                                                                                        |    | 
|----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -- | 
|PART I  FINANCIAL INFORMATION AND MANAGEMENTS DISCUSSION AND ANALYSIS |  |                                                                                              
|                                                                        |  | Item 1. Consolidated Balance Sheets as of June 30, 2003 and
December 31, 2002                 |                                                                                                        | 4 
|                                                                        |  |                                                                                               | Consolidated Statements of Operations for the Three Months and Six
Months Ended June 30, 2003 and 2002 |    | 
|                                                                        |  |                                                                                               | Consolidated Statements of Cash Flows Six Months
ended June 30, 2003 and 2002                          |    | 
|                                                                        |  |                                                                                               | Notes to Consolidated Financial Statements                                                             |    | 
|                                                                        |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                        | 14
|                                                                        |  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                        | 23
|                                                                        |  | Item 4. Controls and Procedures                                                               |                                                                                                        | 23
|PART II  OTHER INFORMATION                                             |  |                                                                                              
|                                                                        |  | Item 5. Submission of Matters to a Vote of Security Holders                                   |                                                                                                        | 24
|                                                                        |  | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                        | 24
|                                                                        |  | Signature                                                                                     |                                                                                                        | 27
|                                                                        |  | Index to Exhibits                                                                             |                                                                                                        | 28

2



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infoUSA INC.

FORM 10-Q

FOR THE QUARTER ENDED

June 30, 2003

PART I

FINANCIAL INFORMATION

3



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ITEM 1. FINANCIAL STATEMENTS

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

|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                   |         |  |  | 
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ------ | ------- | ------------- | ------- | ----------------- | ------- |  |  | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         | June 30, 2003 |         | DECEMBER 31, 2002
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      | ASSETS |         | (UNAUDITED)   |         |                   |         | 
|Current assets:                        |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       | Cash and cash equivalents                                                                                                                                                                                        |                            | $                                    | 3,971  |         |               | $       | 6,285             |        
|                                       | Marketable securities                                                                                                                                                                                            |                            |                                      | 1,318  |         |               |         | 887               |        
|                                       | Trade accounts receivable, net of allowances of $3,739 and
$3,673, respectively                                                                                                                                  |                            |                                      | 39,849 |         |               |         | 39,352            |        
|                                       | Officer note receivable                                                                                                                                                                                          |                            |                                      | 510    |         |               |         | 510               |        
|                                       | List brokerage trade accounts receivable                                                                                                                                                                         |                            |                                      | 12,465 |         |               |         | 16,635            |        
|                                       | Income taxes receivable                                                                                                                                                                                          |                            |                                      | 583    |         |               |         |                  |        
|                                       | Prepaid expenses                                                                                                                                                                                                 |                            |                                      | 7,227  |         |               |         | 4,515             |        
|                                       | Deferred marketing costs                                                                                                                                                                                         |                            |                                      | 2,828  |         |               |         | 1,746             |        
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total current assets       |                                      |        | 68,751  |               |         |                   | 69,930  | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|Property and equipment, net            |                                                                                                                                                                                                                  |                            | 44,487                               |        |         |               | 45,756  |                  
|Intangible assets, net                 |                                                                                                                                                                                                                  |                            | 267,591                              |        |         |               | 273,246 |                  
|Other assets                           |                                                                                                                                                                                                                  |                            | 5,193                                |        |         |               | 4,454   |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | $                          | 386,022                              |        |         | $             | 393,386 |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                   |        
|                                       |                                                                                                                                                                                                                  |                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |         |               |         |                   |         |  | 
|Current liabilities:                   |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       | Current portion of long-term debt                                                                                                                                                                                |                            | $                                    | 17,058 |         |               | $       | 26,312            |        
|                                       | Accounts payable                                                                                                                                                                                                 |                            |                                      | 14,567 |         |               |         | 13,303            |        
|                                       | List brokerage trade accounts payable                                                                                                                                                                            |                            |                                      | 8,847  |         |               |         | 12,745            |        
|                                       | Accrued payroll expenses                                                                                                                                                                                         |                            |                                      | 12,015 |         |               |         | 11,410            |        
|                                       | Accrued expenses                                                                                                                                                                                                 |                            |                                      | 1,269  |         |               |         | 1,827             |        
|                                       | Income taxes payable                                                                                                                                                                                             |                            |                                      |       |         |               |         | 3,287             |        
|                                       | Deferred income taxes                                                                                                                                                                                            |                            |                                      | 6,133  |         |               |         | 515               |        
|                                       | Deferred revenues                                                                                                                                                                                                |                            |                                      | 20,391 |         |               |         | 13,821            |        
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total current liabilities  |                                      |        | 80,280  |               |         |                   | 83,220  | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|Long-term debt, net of current portion |                                                                                                                                                                                                                  |                            | 151,945                              |        |         |               | 164,116 |                  
|Deferred income taxes                  |                                                                                                                                                                                                                  |                            | 20,056                               |        |         |               | 21,722  |                  
|Other liabilities                      |                                                                                                                                                                                                                  |                            | 2,965                                |        |         |               | 6,000   |                  
|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; 51,183,186 shares issued and
50,561,881 outstanding at June 30, 2003 and 51,869,816
shares issued and 51,111,014 outstanding at December 31, 2002 |                            |                                      | 130    |         |               |         | 130               |        
|                                       | Paid-in capital                                                                                                                                                                                                  |                            |                                      | 92,161 |         |               |         | 92,205            |        
|                                       | Retained earnings                                                                                                                                                                                                |                            |                                      | 43,817 |         |               |         | 32,237            |        
|                                       | Treasury stock, at cost, 621,305 shares held at June 30, 2003
and 758,802 held at December 31, 2002                                                                                                              |                            |                                      | (3,732 | )       |               |         | (4,538            | )      
|                                       | Notes receivable from officers                                                                                                                                                                                   |                            |                                      | (847   | )       |               |         | (834              | )      
|                                       | Accumulated other comprehensive loss                                                                                                                                                                             |                            |                                      | (753   | )       |               |         | (872              | )      
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | Total stockholders equity |                                      |        | 130,776 |               |         |                   | 118,328 | 
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                  
|                                       |                                                                                                                                                                                                                  | $                          | 386,022                              |        |         | $             | 393,386 |                  
|                                       |                                                                                                                                                                                                                  |                            |                                      |        |         |               |         |                   |        

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 |        | SIX MONTHS ENDED
|                                   |                                                                                                                                                                                           |                   |        | June 30,           |        | June 30,        
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                 
|                                   |                                                                                                                                                                                           |                   |        | 2003               |        | 2002             |        | 2003   |        | 2002
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |     
|                                   |                                                                                                                                                                                           |                   |        | (UNAUDITED)        |        | (UNAUDITED)     
|Net sales                          |                                                                                                                                                                                           | $                 | 78,831 |                    |        | $                | 74,042 |        |        | $    | 154,911 |        |        | $ | 150,765 |       
|Costs and expenses:                |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|                                   | Database and production costs                                                                                                                                                             |                   |        | 22,240             |        |                  |        | 21,313 |        |      |         | 43,140 |        |   |         | 42,573 |       
|                                   | Selling, general and administrative (excluding non-cash stock options
compensation expense of $69 and $27 for the three months and
six months ended June 30, 2003 and 2002, respectively) |                   |        | 33,864             |        |                  |        | 31,966 |        |      |         | 66,998 |        |   |         | 63,847 |       
|                                   | Depreciation and amortization                                                                                                                                                             |                   |        | 7,033              |        |                  |        | 7,149  |        |      |         | 14,208 |        |   |         | 14,253 |       
|                                   | Non-cash stock option compensation                                                                                                                                                        |                   |        | 69                 |        |                  |        | 27     |        |      |         | 69     |        |   |         | 27     |       
|                                   | Restructuring charges                                                                                                                                                                     |                   |        | 430                |        |                  |        | 645    |        |      |         | 985    |        |   |         | 812    |       
|                                   | Litigation settlement charge                                                                                                                                                              |                   |        |                   |        |                  |        | 307    |        |      |         |       |        |   |         | 307    |       
|                                   | Acquisition costs                                                                                                                                                                         |                   |        | 41                 |        |                  |        | 110    |        |      |         | 54     |        |   |         | 173    |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Total operating costs and expenses |                                                                                                                                                                                           |                   | 63,677 |                    |        |                  | 61,517 |        |        |      | 125,454 |        |        |   | 121,992 |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Operating income                   |                                                                                                                                                                                           |                   | 15,154 |                    |        |                  | 12,525 |        |        |      | 29,457  |        |        |   | 28,773  |       
|Other income (expense):            |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|                                   |                                                                                                                                                                                           | Investment income |        |                    | 146    |                  |        |        | 28     |      |         |        | 828    |   |         |        | 98     |  
|                                   |                                                                                                                                                                                           | Other charges     |        |                    | (3,810 | )                |        |        | (1,183 | )    |         |        | (4,145 | ) |         |        | (5,240 | )
|                                   |                                                                                                                                                                                           | Interest expense  |        |                    | (3,596 | )                |        |        | (4,744 | )    |         |        | (7,257 | ) |         |        | (9,158 | )
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Income before income taxes         |                                                                                                                                                                                           |                   | 7,894  |                    |        |                  | 6,626  |        |        |      | 18,883  |        |        |   | 14,473  |       
|Income taxes                       |                                                                                                                                                                                           |                   | 3,169  |                    |        |                  | 2,400  |        |        |      | 7,303   |        |        |   | 5,381   |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Net income                         |                                                                                                                                                                                           | $                 | 4,725  |                    |        | $                | 4,226  |        |        | $    | 11,580  |        |        | $ | 9,092   |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Basic earnings per share:          |                                                                                                                                                                                           | $                 | 0.09   |                    |        | $                | 0.08   |        |        | $    | 0.23    |        |        | $ | 0.18    |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       
|Diluted earnings per share:        |                                                                                                                                                                                           | $                 | 0.09   |                    |        | $                | 0.08   |        |        | $    | 0.23    |        |        | $ | 0.18    |       
|                                   |                                                                                                                                                                                           |                   |        |                    |        |                  |        |        |        |      |         |        |        |   |         |       

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)

|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |        |        |        |         |  
|--------------------------------------------------------------------------------- | ----------------- | ----------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------ | ---------------- | ------- | ------ | ------ | ------ | ------- | -
|                                                                                  |                   |                                                                   |                                          |                                           |        | SIX MONTHS ENDED
|                                                                                  |                   |                                                                   |                                          |                                           |        | June 30,        
|                                                                                  |                   |                                                                   |                                          |                                           |        | 2003             |         | 2002  
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  |                   |                                                                   |                                          |                                           |        | (UNAUDITED)     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                   |                                                                   |                                          |                                           |        |                  |         |       
|Net income                                                                        |                   | $                                                                 | 11,580                                   |                                           |        | $                | 9,092   |       
|Adjustments to reconcile net income
to net cash provided by operating activities: |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  |                   | Depreciation and amortization                                     |                                          |                                           | 14,208 |                  |         |        | 14,253 |       
|                                                                                  |                   | Amortization of deferred financing costs                          |                                          |                                           | 458    |                  |         |        | 561    |       
|                                                                                  |                   | Deferred income taxes                                             |                                          |                                           | 3,952  |                  |         |        | (1,670 | )     
|                                                                                  |                   | Non-cash stock option compensation expense                        |                                          |                                           | 69     |                  |         |        | 27     |       
|                                                                                  |                   | Non-cash 401(k) contribution in common stock                      |                                          |                                           | 680    |                  |         |        | 320    |       
|                                                                                  |                   | Gain on sale of assets                                            |                                          |                                           | (263   | )                |         |        |       |       
|                                                                                  |                   | Non-cash impairment of assets                                     |                                          |                                           |       |                  |         |        | 3,026  |       
|                                                                                  |                   | Non-cash other charges                                            |                                          |                                           | 1,679  |                  |         |        | 1,264  |       
|                                                                                  |                   | Changes in assets and liabilities, net of effect of acquisitions: |                                          |                                           |        |                  |         |        |        |       
|                                                                                  |                   |                                                                   | Trade accounts receivable                |                                           |        | 1,062            |         |        |        | (2,700 | )      
|                                                                                  |                   |                                                                   | List brokerage trade accounts receivable |                                           |        | 4,170            |         |        |        | 1,400  |        
|                                                                                  |                   |                                                                   | Prepaid expenses and other assets        |                                           |        | (3,398           | )       |        |        | 1,702  |        
|                                                                                  |                   |                                                                   | Deferred marketing costs                 |                                           |        | (1,082           | )       |        |        | (376   | )      
|                                                                                  |                   |                                                                   | Accounts payable                         |                                           |        | 270              |         |        |        | 3,277  |        
|                                                                                  |                   |                                                                   | List brokerage trade accounts payable    |                                           |        | (4,053           | )       |        |        | (536   | )      
|                                                                                  |                   |                                                                   | Income taxes receivable and payable, net |                                           |        | (3,870           | )       |        |        | (3,698 | )      
|                                                                                  |                   |                                                                   | Accrued expenses and other liabilities   |                                           |        | 1,907            |         |        |        | (4,713 | )      
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  |                   |                                                                   |                                          | Net cash provided by operating activities |        |                  | 27,369  |        |        |        | 21,229  |  
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                   |                                                                   |                                          |                                           |        |                  |         |       
|Sale of other investments                                                         |                   |                                                                   | 396                                      |                                           |        |                  |        |       
|Purchase of other investments                                                     |                   |                                                                   | (626                                     | )                                         |        |                  | (32     | )     
|Purchases of property and equipment                                               |                   |                                                                   | (2,632                                   | )                                         |        |                  | (1,872  | )     
|Acquisitions of businesses, net of cash acquired                                  |                   |                                                                   | (4,350                                   | )                                         |        |                  | (3,983  | )     
|Software and database development costs                                           |                   |                                                                   | (237                                     | )                                         |        |                  | (1,353  | )     
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  |                   |                                                                   |                                          | Net cash used in investing activities     |        |                  | (7,449  | )      |        |        | (7,240  | )
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                   |                                                                   |                                          |                                           |        |                  |         |       
|Repayment of long-term debt                                                       |                   |                                                                   | (122,105                                 | )                                         |        |                  | (18,515 | )     
|Proceeds of long-term debt                                                        |                   |                                                                   | 100,000                                  |                                           |        |                  |        |       
|Deferred financing costs paid                                                     |                   |                                                                   | (141                                     | )                                         |        |                  | (1,025  | )     
|Book overdraft                                                                    |                   |                                                                   |                                         |                                           |        |                  | 1,027   |       
|Proceeds from exercise of stock options                                           |                   |                                                                   | 12                                       |                                           |        |                  | 569     |       
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  |                   |                                                                   |                                          | Net cash used in financing activities     |        |                  | (22,234 | )      |        |        | (17,944 | )
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|Net decrease in cash and cash equivalents                                         |                   |                                                                   | (2,314                                   | )                                         |        |                  | (3,955  | )     
|Cash and cash equivalents, beginning                                              |                   |                                                                   | 6,285                                    |                                           |        |                  | 4,382   |       
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|Cash and cash equivalents, ending                                                 |                   | $                                                                 | 3,971                                    |                                           |        | $                | 427     |       
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|Supplemental cash flow information:                                               |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  | Interest paid     |                                                                   | $                                        | 3,281                                     |        |                  | $       | 8,157  |       
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       
|                                                                                  | Income taxes paid |                                                                   | $                                        | 7,374                                     |        |                  | $       | 11,191 |       
|                                                                                  |                   |                                                                   |                                          |                                           |        |                  |         |       

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

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infoUSA INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited consolidated 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 consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and do not
include all the information and footnotes required by accounting principles
generally accepted in the Untied States of America for complete financial
statements.

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, 2002 included in the Companys 2002 Annual Report on Form
10-K, filed with the Securities and Exchange Commission. Results for the
interim period presented are not necessarily indicative of results to be
expected for the entire year.

Reclassifications.In April 2002, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections. SFAS No. 145, among other things, rescinds
SFAS No. 4 which required all gains and losses from the extinguishments of debt
to be classified as an extraordinary item and amends SFAS No. 13 to require
that certain lease modification that have economic effect similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. Upon adoption of the new accounting standard in
2003, the Company was required to reclassify the extraordinary item of $1.8
million related to the extinguishment of debt as reported in the 2002
consolidated statement of operations. The reclassification increased other
charges expense by $2.9 million and decreased income tax expense by $1.1
million.

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.

|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                                                                                  |  | Three Months Ended |        | Six Months Ended
|                                                                                                  |  | June 30,           |        | June 30,        
|                                                                                                  |  |                    |        |                 
|                                                                                                  |  | 2003               |        | 2002             |  | 2003 |        | 2002
|                                                                                                  |  |                    |        |                  |  |      |        |     
|                                                                                                  |  | (In thousands)     |        | (In thousands)  
|Weighted average number of shares
used in basic EPS                                               |  |                    | 51,221 |                  |  |      | 50,923 |      |  |  | 51,183 |  |  |  | 50,908 | 
|Net additional common stock
equivalent shares outstanding after
assumed exercise of stock options |  |                    | 18     |                  |  |      | 165    |      |  |  | 5      |  |  |  | 237    | 
|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 
|Weighted average number of shares
outstanding used in diluted EPS                                 |  |                    | 51,239 |                  |  |      | 51,088 |      |  |  | 51,188 |  |  |  | 51,145 | 
|                                                                                                  |  |                    |        |                  |  |      |        |      |  |  |        |  |  |  |        | 

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, business directories 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.

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

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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 records unusual or non-recurring items
including acquisition costs, non-cash stock compensation expense, asset
impairments and other extraordinary items in 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 business segments share the Companys property and equipment.
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 June 30, 2003
|                                  |  |                                         
|                                  |  | Small                                    |        | Large    |  | Corporate      |        | Consolidated
|                                  |  | Business                                 |        | Business |  | Activities     |        | Total       
|                                  |  |                                          |        |          |  |                |        |             
|                                  |  |                                          |        |          |  | (In thousands) |        |              |  |  
|Net sales                         |  | $                                        | 40,088 |          |  | $              | 38,743 |              |  | $ |        |   |  | $ | 78,831 | 
|Restructuring charges             |  |                                          |       |          |  |                |       |              |  |   | 430     |   |  |   | 430    | 
|Acquisition costs                 |  |                                          |       |          |  |                |       |              |  |   | 41      |   |  |   | 41     | 
|Operating income (loss)           |  |                                          | 15,372 |          |  |                | 19,247 |              |  |   | (19,465 | ) |  |   | 15,154 | 
|Other charges                     |  |                                          |       |          |  |                |       |              |  |   | 3,810   |   |  |   | 3,810  | 
|Investment income                 |  |                                          |       |          |  |                |       |              |  |   | 146     |   |  |   | 146    | 
|Interest expense                  |  |                                          |       |          |  |                |       |              |  |   | 3,596   |   |  |   | 3,596  | 
|Income (loss) before income taxes |  |                                          | 15,372 |          |  |                | 19,247 |              |  |   | (26,725 | ) |  |   | 7,894  | 

|                                  |  |                                          |        |          |  |                |        |              |  |   |         |   |  |   |        | 
|--------------------------------- |  | ---------------------------------------- | ------ | -------- |  | -------------- | ------ | ------------ |  | - | ------- | - |  | - | ------ | 
|                                  |  | For the Three Months Ended June 30, 2002
|                                  |  |                                         
|                                  |  | Small                                    |        | Large    |  | Corporate      |        | Consolidated
|                                  |  | Business                                 |        | Business |  | Activities     |        | Total       
|                                  |  |                                          |        |          |  |                |        |             
|                                  |  |                                          |        |          |  | (In thousands) |        |              |  |  
|Net sales                         |  | $                                        | 36,929 |          |  | $              | 37,113 |              |  | $ |        |   |  | $ | 74,042 | 
|Non-cash stock compensation       |  |                                          |       |          |  |                |       |              |  |   | 27      |   |  |   | 27     | 
|Restructuring charges             |  |                                          |       |          |  |                |       |              |  |   | 645     |   |  |   | 645    | 
|Litigation settlement charges     |  |                                          |       |          |  |                |       |              |  |   | 307     |   |  |   | 307    | 
|Acquisition costs                 |  |                                          |       |          |  |                |       |              |  |   | 110     |   |  |   | 110    | 
|Operating income (loss)           |  |                                          | 13,867 |          |  |                | 19,732 |              |  |   | (21,074 | ) |  |   | 12,525 | 
|Other charges                     |  |                                          |       |          |  |                |       |              |  |   | 1,183   |   |  |   | 1,183  | 
|Investment income                 |  |                                          |       |          |  |                |       |              |  |   | 28      |   |  |   | 28     | 
|Interest expense                  |  |                                          |       |          |  |                |       |              |  |   | 4,744   |   |  |   | 4,744  | 
|Income (loss) before income taxes |  |                                          | 13,867 |          |  |                | 19,732 |              |  |   | (26,973 | ) |  |   | 6,626  | 

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|                                  |  |                                        |        |          |  |                |        |              |  |   |         |   |  |   |         | 
|--------------------------------- |  | -------------------------------------- | ------ | -------- |  | -------------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | 
|                                  |  | For the Six Months Ended June 30, 2003
|                                  |  |                                       
|                                  |  | Small                                  |        | Large    |  | Corporate      |        | Consolidated
|                                  |  | Business                               |        | Business |  | Activities     |        | Total       
|                                  |  |                                        |        |          |  |                |        |             
|                                  |  |                                        |        |          |  | (In thousands) |        |              |  |  
|Net sales                         |  | $                                      | 79,654 |          |  | $              | 75,257 |              |  | $ |        |   |  | $ | 154,911 | 
|Non-cash stock compensation       |  |                                        |       |          |  |                |       |              |  |   | 69      |   |  |   | 69      | 
|Restructuring charges             |  |                                        |       |          |  |                |       |              |  |   | 985     |   |  |   | 985     | 
|Acquisition costs                 |  |                                        |       |          |  |                |       |              |  |   | 54      |   |  |   | 54      | 
|Operating income (loss)           |  |                                        | 30,583 |          |  |                | 37,356 |              |  |   | (38,482 | ) |  |   | 29,457  | 
|Other charges                     |  |                                        |       |          |  |                |       |              |  |   | 4,145   |   |  |   | 4,145   | 
|Investment income                 |  |                                        |       |          |  |                |       |              |  |   | 828     |   |  |   | 828     | 
|Interest expense                  |  |                                        |       |          |  |                |       |              |  |   | 7,257   |   |  |   | 7,257   | 
|Income (loss) before income taxes |  |                                        | 30,583 |          |  |                | 37,356 |              |  |   | (49,056 | ) |  |   | 18,883  | 

|                                  |  |                                        |        |          |  |                |        |              |  |   |         |   |  |   |         | 
|--------------------------------- |  | -------------------------------------- | ------ | -------- |  | -------------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | 
|                                  |  | For the Six Months Ended June 30, 2002
|                                  |  |                                       
|                                  |  | Small                                  |        | Large    |  | Corporate      |        | Consolidated
|                                  |  | Business                               |        | Business |  | Activities     |        | Total       
|                                  |  |                                        |        |          |  |                |        |             
|                                  |  |                                        |        |          |  | (In thousands) |        |              |  |  
|Net sales                         |  | $                                      | 76,277 |          |  | $              | 74,488 |              |  | $ |        |   |  | $ | 150,765 | 
|Non-cash stock compensation       |  |                                        |       |          |  |                |       |              |  |   | 27      |   |  |   | 27      | 
|Restructuring charges             |  |                                        |       |          |  |                |       |              |  |   | 812     |   |  |   | 812     | 
|Litigation settlement charges     |  |                                        |       |          |  |                |       |              |  |   | 307     |   |  |   | 307     | 
|Acquisition costs                 |  |                                        |       |          |  |                |       |              |  |   | 173     |   |  |   | 173     | 
|Operating income (loss)           |  |                                        | 29,737 |          |  |                | 40,044 |              |  |   | (41,008 | ) |  |   | 28,773  | 
|Other charges                     |  |                                        |       |          |  |                |       |              |  |   | 5,240   |   |  |   | 5,240   | 
|Investment income                 |  |                                        |       |          |  |                |       |              |  |   | 98      |   |  |   | 98      | 
|Interest expense                  |  |                                        |        |          |  |                |        |              |  |   | 9,158   |   |  |   | 9,158   | 
|Income (loss) before income taxes |  |                                        | 29,737 |          |  |                | 40,044 |              |  |   | (55,308 | ) |  |   | 14,473  | 

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4. COMPREHENSIVE INCOME (LOSS)

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

|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       |  |      |  
|-------------------------------- | --------------------------------- | ------------------------- | ----- | -------------- | --- | -------------- | ----- | -------- | ---- | -------- | ------ |  | --- | - | ----- |  | ---- | -
|                                 |                                   |                           |       | For the Three  |     | For the Six   
|                                 |                                   |                           |       | Months Ended   |     | Months Ended  
|                                 |                                   |                           |       |                |     |               
|                                 |                                   |                           |       | June 30,       |     | June 30,       |       | June 30, |      | June 30,
|                                 |                                   |                           |       | 2003           |     | 2002           |       | 2003     |      | 2002    
|                                 |                                   |                           |       |                |     |                |       |          |      |         
|                                 |                                   |                           |       | (In thousands) |     | (In thousands)
|Net income                       |                                   | $                         | 4,725 |                |     | $              | 4,226 |          |      | $        | 11,580 |  |     | $ | 9,092 | 
|Other comprehensive income:      |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|                                 | Unrealized gain from investments: |                           |       |                |     |                |       |          |      |          |        |  |     |   |       |  |     
|                                 |                                   | Unrealized gains (losses) |       |                | 168 |                |       |          | (133 | )        |        |  | 192 |   |       |  | (56  | )
|                                 |                                   | Related tax expense       |       |                | (64 | )              |       |          | 51   |          |        |  | (73 | ) |       |  | 21   |  
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|                                 |                                   | Net                       |       |                | 104 |                |       |          | (82  | )        |        |  | 119 |   |       |  | (35  | )
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|Interest rate swap agreement:    |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|                                 |                                   | Gains                     |       |                |    |                |       |          |     |          |        |  |    |   |       |  | 850  |  
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|                                 |                                   | Related tax expense       |       |                |    |                |       |          |     |          |        |  |    |   |       |  | (323 | )
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|                                 |                                   | Net                       |       |                |    |                |       |          |     |          |        |  |    |   |       |  | 527  |  
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|Total other comprehensive income |                                   |                           | 104   |                |     |                | (82   | )        |      |          | 119    |  |     |   | 492   | 
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 
|Comprehensive income             |                                   | $                         | 4,829 |                |     | $              | 4,144 |          |      | $        | 11,699 |  |     | $ | 9,584 | 
|                                 |                                   |                           |       |                |     |                |       |          |      |          |        |  |     |   |       | 

The components of accumulated other comprehensive income (loss) is as
follows:

|                             |  |             |      |                  |  |                |      |             |  |   |      |  
|---------------------------- |  | ----------- | ---- | ---------------- |  | -------------- | ---- | ----------- |  | - | ---- | -
|                             |  | Foreign     |      |                  |  |                |      | Accumulated
|                             |  | Currency    |      | Unrealized       |  | Other         
|                             |  | Translation |      | Gains / (Losses) |  | Comprehensive 
|                             |  | Adjustments |      | on Securities    |  | Income (Loss) 
|                             |  |             |      |                  |  |               
|                             |  |             |      |                  |  | (In thousands) |      |             |  |  
|Balance at June 30, 2003     |  | $           | (672 | )                |  | $              | (81  | )           |  | $ | (753 | )
|                             |  |             |      |                  |  |                |      |             |  |   |      |  
|Balance at December 31, 2002 |  | $           | (672 | )                |  | $              | (200 | )           |  | $ | (872 | )
|                             |  |             |      |                  |  |                |      |             |  |   |      |  

5. ACQUISITIONS

Effective March, 2003, the Company acquired all issued and outstanding
common stock of Yesmail, Inc., a provider of email acquisition and retention
services. The acquisition has been accounted for under the purchase method of
accounting, and accordingly, the operating results of Yesmail, Inc. have been
included in the Companys financial statements since the date of acquisition.
Total consideration for the acquisition was cash of $5.0 million. The
purchase price for the acquisition had been preliminarily allocated to
current assets of $3.1 million, property and equipment of $1.4 million,
current liabilities of $3.7 million and goodwill of $4.2 million. The
transaction is subject to purchase price adjustment represented by an
adjustment for finalized working capital and a two-year escrow for other
contingent items specified within the merger agreement. During the second
quarter of 2003, the Company recorded an adjustment for finalized working
capital resulting in a reclassification of $1.0 million from goodwill to
cash and $0.2 million from goodwill to current liabilities.
Intangibles recorded as part of the purchase as of June 30, 2003 total $3.4
million.

Operating results for Yesmail, Inc. are included in the accompanying
consolidated statements of operations from March 1, 2003. Assuming
Yesmail, Inc. had been acquired on January 1, 2002, included in the
accompanying consolidated statements of operations, unaudited pro forma
consolidated net sales, net income and net income per share would have been
as follows:

|                           |  |                            |        |                           |  |          |        |          |  |   |         |  |  |   |         | 
|-------------------------- |  | -------------------------- | ------ | ------------------------- |  | -------- | ------ | -------- |  | - | ------- |  |  | - | ------- | 
|                           |  | For the
Three Months Ended |        | For the
Six Months Ended 
|                           |  |                            |        |                          
|                           |  | June 30,                   |        | June 30,                  |  | June 30, |        | June 30,
|                           |  | 2003                       |        | 2002                      |  | 2003     |        | 2002    
|                           |  |                            |        |                           |  |          |        |         
|                           |  | (In thousands,             |        | (In thousands,           
|                           |  | except per share amounts)  |        | except per share amounts)
|                           |  | (unaudited)                |        | (unaudited)              
|Net sales                  |  | $                          | 78,831 |                           |  | $        | 78,008 |          |  | $ | 156,776 |  |  | $ | 158,921 | 
|Net income                 |  | $                          | 4,725  |                           |  | $        | 1,121  |          |  | $ | 9,663   |  |  | $ | 2,160   | 
|Basic earnings per share   |  | $                          | 0.09   |                           |  | $        | 0.02   |          |  | $ | 0.19    |  |  | $ | 0.04    | 
|Diluted earnings per share |  | $                          | 0.09   |                           |  | $        | 0.02   |          |  | $ | 0.19    |  |  | $ | 0.04    | 

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The pro forma information provided above does not purport to be
indicative of the results of operations that would actually have resulted if
the acquisitions were made as of those dates or of results which may occur in
the future. Pro forma net income includes adjustments for amortization of
intangible assets and income taxes.

6. NON-CASH STOCK COMPENSATION EXPENSE

At June 30, 2003, the Company has a nonqualified stock option plan. The
Company applies the intrinsic value based method of Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its stock option plan. No
stock-based employee compensation cost is reflected in net income, as all
options granted under the plan had an exercise price equal to the market
value of the underlying common stock on the date of grant. The Companys pro
forma net income and earnings per share would have been as indicated below
had the fair value of all option grants been charged to salaries, wages, and
benefits in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation:

|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |     | 
|---------------------------------------------------------------------------------------------------------- | --------------------- | - | ------------------ | --- | ---------------- | - | ----- | --- | ---- | - | ------ | --- |  | - | ----- | --- | 
|                                                                                                           |                       |   | Three Months Ended |     | Six Months Ended
|                                                                                                           |                       |   | June 30,           |     | June 30,        
|                                                                                                           |                       |   |                    |     |                 
|                                                                                                           |                       |   | 2003               |     | 2002             |   | 2003  |     | 2002
|                                                                                                           |                       |   |                    |     |                  |   |       |     |     
|Net income, as reported                                                                                    |                       | $ | 4,725              |     |                  | $ | 4,226 |     |      | $ | 11,580 |     |  | $ | 9,092 |    
|Less: Total stock-based employee compensation
expense determined under fair value based
method, net of tax |                       |   | 653                |     |                  |   | 867   |     |      |   | 1,220  |     |  |   | 1,402 |    
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|Net income, pro forma                                                                                      |                       | $ | 4,072              |     |                  | $ | 3,359 |     |      | $ | 10,360 |     |  | $ | 7,690 |    
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|Earnings per share:                                                                                        |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|                                                                                                           | Basic  as reported   |   | $                  | .09 |                  |   | $     | .08 |      |   | $      | .23 |  |   | $     | .18 | 
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|                                                                                                           | Basic  pro forma     |   | $                  | .08 |                  |   | $     | .07 |      |   | $      | .20 |  |   | $     | .15 | 
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|                                                                                                           | Diluted  as reported |   | $                  | .09 |                  |   | $     | .08 |      |   | $      | .23 |  |   | $     | .18 | 
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    
|                                                                                                           | Diluted  pro forma   |   | $                  | .08 |                  |   | $     | .07 |      |   | $      | .20 |  |   | $     | .15 | 
|                                                                                                           |                       |   |                    |     |                  |   |       |     |      |   |        |     |  |   |       |    

The above pro forma results are not likely to be representative of the
effects on reported net income for future years since options vest over
several years and additional awards generally are made each year.

The fair value of the weighted average of option grants is estimated
as of the date of grant using the Black-Scholes option-pricing model with
the following assumptions used for grants in 2003 and 2002:
volatility of 80.73% (2003) and 82.45% (2002); risk free interest rate based
on the U.S. Treasury strip yield at the date of grant; and expected lives
of 5 years.

Compensation cost for stock options and warrants granted to
non-employees and vendors is measured based upon the fair value of the stock
option or warrant granted. When the performance commitment of the
non-employee or vendor is not complete as of the grant date, the Company
estimates the total compensation cost using a fair value method at the end of
each period. Generally, the final measurement of compensation cost occurs
when the non-employee or vendors related performance commitment is complete.
Changes, either increases or decreases, in the estimated fair value of the
options between the date of the grant and the final vesting of the options
result in a change in the measure of compensation cost for the stock options
or warrants. Compensation cost is recognized as expense over the periods in
which the benefit is received.

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
44.13%, risk free interest rate of 3.51% and an expected life of 5 years. As
such, the Company has recorded a non-cash charge of $69 thousand, related to
stock options granted to the consultant during the six months ended June 30,
2003. The charges were recorded as an addition to paid-in-capital. The
consulting agreement commits the Company to make cash payments of $675
thousand, $775 thousand and $200 thousand in 2003, 2004 and 2005 to the
consultant for services rendered. Expense recorded for the three months and
six months ended June 30, 2003 for this
consulting agreement was $175 thousand and $350 thousand, respectively and
$117 thousand for the three and six months ended June 30, 2002.

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7. RESTRUCTURING CHARGES

During the three and six months ended June 30, 2003, the Company
recorded restructuring charges due to workforce reductions of $430 thousand
and $985 thousand, respectively. The charges included involuntary employee
separation costs for 115 employees in administration, sales support and
marketing functions. As of June 30, 2003, an accrual of $797 thousand was
included in the accompanying consolidated balance sheet for severance costs
remaining to be paid.

During the three and six months ended June 30, 2002, the Company
recorded restructuring charges due to workforce reductions of $645 thousand
and $812 thousand, respectively as a part of the Companys overall strategy
to reduce costs and continue commitment to its core businesses. The
workforce reduction charges included involuntary employee separation costs
for 112 employees in administration, sales support and marketing functions.

8. ACQUISITION COSTS

During the three and six months ended June 30, 2003, the Company
recorded costs of $41 thousand and $54 thousand, respectively for general and
administrative expenses incurred in connection with the integration of
acquired companies. These costs are not direct costs of acquisition and
therefore cannot be capitalized as part of the purchase price.

During the three and six months ended June 30, 2002, the Company
recorded costs of $110 thousand and $173 thousand, respectively for general
and administrative expenses incurred in connection with the integration of
acquired companies. These costs are not direct costs of acquisition and
therefore cannot be capitalized as part of the purchase price.

9. OTHER CHARGES

During the six months ended June 30, 2003, the Company purchased $36.2
million of its 9 1/2% Senior Subordinated Notes of which $11.5 million were
from the  Companys Chief Executive Officer. All purchases of 9 1/2% Senior
Subordinated Notes occurred at the same price and under the same terms. As
part of these purchases, the Company recorded charges of $0.9 million for
related net unamortized debt issue costs and $1.7 million for amounts paid in
excess of carrying value of the debt.

On May 27, 2003 the Company amended and restated the Senior Secured
Credit Facility administered by Bank of America Securities, LLC in order to
take advantage of lower interest rates and make significant redemptions of
the 9 1/2% Senior Subordinated Notes. The total credit available was
increased from $115 million to $145 million. The existing term loans A and B
were combined into a single term loan of $100 million maturing April 30,
2007. In addition, the revolving credit facility of $18 million was
increased to $45 million and is due May 27, 2006. During the quarter, the
Company expensed $0.8 million in unamortized costs associated with the issue
of the previous facility and $0.7 million in bank fees associated with the
new facility, which are classified as other charges in the statement of
operations.

During the six months ended June 30, 2002, the Company wrote-off
deferred financing costs of $2.9 million in connection with the refinancing
of its Senior Secured Credit Facility. Additionally, the refinancing
resulted in a loss of $1.2 million for the reclassification of an interest
rate swap agreement from Other Comprehensive Income (Loss) included in the
Companys consolidated balance sheet. The Company also recorded a loss of
$1.1 million for an other-than-temporary decline in the value of a
non-marketable equity investment.

10. RELATED PARTY TRANSACTIONS

During the second quarter, the Company purchased the rights to a skybox
at a local university for $617,400 from Annapurna Corporation, which is 100%
owned by Mr. Gupta, the Companys Chief Executive Officer. The cost covers
the remaining 21 years of the lease and has been recorded in other assets on
the accompanying consolidated balance sheet. Expense recognized for the
three and six months ended June 30, 2003 was $2,450.

The Company purchased $11.5 million of its Senior Subordinated Notes
from Mr. Gupta at the same terms and prices offered to unrelated parties.

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Mr. Gupta was eligible for a cash bonus in 2002 based on Company
performance. The criteria for Mr. Guptas bonus specifies that he would
receive 10% of the Companys adjusted EBITDA in excess of $80 million. In
January 2002, the Company paid an advance of $1.5 million to Mr. Gupta (based
on the Companys 2001 performance) to be off set against any 2002 bonus
payable to Mr. Gupta pursuant to his bonus program. The advance was to be
applied to part or all of his 2002 bonus or paid back by Mr. Gupta by January
2004. In May 2002, Mr. Gupta paid back $0.6 million of the original advance,
leaving an advance balance of $0.9 million. Mr. Guptas 2002 bonus has been
determined to be $0.4 million. The remaining balance of $0.5 million is
classified as Officer Note Receivable in the accompanying Balance Sheet.

11. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets consist of the following:

|                                     |  |                |         |              |  |   |         | 
|------------------------------------ |  | -------------- | ------- | ------------ |  | - | ------- | 
|                                     |  | June 30,       |         | December 31,
|                                     |  | 2003           |         | 2002        
|                                     |  |                |         |             
|                                     |  | (In thousands)
|Goodwill                             |  | $              | 273,534 |              |  | $ | 262,417 | 
|Non-compete agreements               |  |                | 13,534  |              |  |   | 13,534  | 
|Core technology                      |  |                | 4,800   |              |  |   | 4,800   | 
|Customer base                        |  |                | 8,372   |              |  |   | 8,372   | 
|Trade names                          |  |                | 15,802  |              |  |   | 15,802  | 
|Purchased data processing software   |  |                | 73,478  |              |  |   | 73,478  | 
|Acquired database costs              |  |                | 19,000  |              |  |   | 19,000  | 
|Perpetual software license agreement |  |                | 8,000   |              |  |   | 8,000   | 
|Software development costs, net      |  |                | 2,423   |              |  |   | 5,565   | 
|Deferred financing costs             |  |                | 8,127   |              |  |   | 8,845   | 
|                                     |  |                |         |              |  |   |         | 
|                                     |  |                | 427,070 |              |  |   | 419,813 | 
|Less accumulated amortization        |  |                | 159,479 |              |  |   | 146,567 | 
|                                     |  |                |         |              |  |   |         | 
|                                     |  | $              | 267,591 |              |  | $ | 273,246 | 
|                                     |  |                |         |              |  |   |         | 

12. CONTINGENCIES

The Company and its subsidiaries are involved in legal proceedings,
claims and litigation arising in the ordinary course of business.
Management believes that any resulting liability should not materially
affect the Companys financial position, results of operations, or cash
flows. On May 14, 2002, a principal of one of the acquisitions made by the
Company in 1996 was awarded $1.6 million by an arbitrator for settlement of
a dispute regarding exercise of stock options issued by the Company as part
of the purchase. The Companys management, under advice from outside legal
counsel, believes that it has sufficient legal grounds to have the ruling
overturned. Accordingly, the Company has not recorded a litigation charge
for the cost of this judgment or other potential claims and contingent
liabilities, as management believes that the likelihood of a material loss
for such contingencies is unlikely.

13. SUBSEQUENT EVENT

On June 17,
2003, the Company notified the trustee of its 9 1/2%
Senior Subordinated Notes to call a pro rata $30.8 million at the call
price of 104.75% in accordance with the terms of the indenture. The call
premium of $1.5 million was expensed along with $0.8 million in
issue costs in the third quarter.

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ITEM 2.

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 220 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.

The Company has supplemented its internal growth through strategic
acquisitions and has completed over 20 acquisitions since mid 1996. The
Company has increased its presence in the consumer marketing information
industry, greatly increased its ability to provide data processing solutions,
increased its presence in list management and list brokerage services and
broadened its offerings for e-mail and business marketing information. During
2002 and 2003, the Company completed the integration of Polk City Directories
and enhanced its presence in e-mail marketing, e-mail customer retention and
e-mail customer acquisition services with the acquisition of DoubleClicks
email deployment business, Clickaction and Yesmail. The Company also continued
to consolidate the printed and online directory industry with its acquisition
of Hill-Donnelly and City Publishing directory companies.

Since 1996, the Company has systematically integrated the operations of
the acquired companies into existing operations of the Company. In most
cases, the results of operations for these acquired activities are no longer
separately accounted for from existing activities. The Company cannot report
the results of the operations of acquired companies upon completion of the
integration as the results are commingled with existing results.
Additionally, upon integration of the 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.

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 that May Affect
Operating Results below. The Company assumes no obligation to update the
forward-looking statement or such factors.

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##### Table of Contents



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.

|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |   |        |    |         |  
|--------------- | ---------------------------------------------- | ------------------------------------------------------------------------------------------ | ----------------------------------- | ------------------------------------- | ------ | ------------- | ------ | ------------- | ------ | -------------- | -------------- | ------------- | ------ | -- | ------- | - | ------ | -- | ------- | -
|                |                                                |                                                                                            |                                     |                                       |        | THREE MONTHS  |        | THREE MONTHS  |        | SIX MONTHS     |                | SIX MONTHS   
|                |                                                |                                                                                            |                                     |                                       |        | ENDED         |        | ENDED         |        | ENDED          |                | ENDED        
|                |                                                |                                                                                            |                                     |                                       |        | JUNE 30, 2003 |        | JUNE 30, 2002 |        | JUNE 30, 2003  |                | JUNE 30, 2002
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |              
|                |                                                | CONSOLIDATED STATEMENT OF OPERATIONS DATA:                                                 |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |   |        |   
|                |                                                | Net sales                                                                                  |                                     |                                       | 100    | %             |        |               | 100    | %              |                |               | 100    | %  |         |   | 100    | % 
|                |                                                | Costs and expenses:                                                                        |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |   |        |   
|                |                                                |                                                                                            | Database and production costs       |                                       |        | 28            |        |               |        | 29             |                |               |        | 28 |         |   |        | 28 |        
|                |                                                |                                                                                            | Selling, general and administrative |                                       |        | 43            |        |               |        | 43             |                |               |        | 43 |         |   |        | 42 |        
|                |                                                |                                                                                            | Depreciation and amortization       |                                       |        | 9             |        |               |        | 10             |                |               |        | 9  |         |   |        | 10 |        
|                |                                                |                                                                                            | Non-cash stock compensation expense |                                       |        |              |        |               |        |               |                |               |        |   |         |   |        |   |        
|                |                                                |                                                                                            | Restructuring charges               |                                       |        | 1             |        |               |        | 1              |                |               |        | 1  |         |   |        | 1  |        
|                |                                                |                                                                                            | Litigation settlement charge        |                                       |        |              |        |               |        |               |                |               |        |   |         |   |        |   |        
|                |                                                |                                                                                            | Acquisition costs                   |                                       |        |              |        |               |        |               |                |               |        |   |         |   |        |   |        
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            |                                     | Total costs and expenses              |        |               | 81     |               |        |                | 83             |               |        |    | 81      |   |        |    | 81      |  
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            | Operating income                    |                                       |        | 19            |        |               |        | 17             |                |               |        | 19 |         |   |        | 19 |        
|                |                                                |                                                                                            | Other expense, net                  |                                       |        | (9            | )      |               |        | (8             | )              |               |        | (7 | )       |   |        | (8 | )      
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            | Income before income taxes          |                                       |        | 10            |        |               |        | 9              |                |               |        | 12 |         |   |        | 10 |        
|                |                                                |                                                                                            | Income taxes                        |                                       |        | 4             |        |               |        | 3              |                |               |        | 5  |         |   |        | 4  |        
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            | Net income                          |                                       |        | 6             | %      |               |        | 6              | %              |               |        | 7  | %       |   |        | 6  | %      
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            | OTHER DATA:                         |                                       |        |               |        |               |        | (in thousands) |                |               |        |    |        
|                |                                                |                                                                                            |                                     | SALES BY SEGMENT:                     |        |               |        |               |        |                |                |               |        |    |         |   |        |    |         |  
|                |                                                |                                                                                            |                                     | Small business                        |        | $             | 40,088 |               |        | $              | 36,929         |               |        | $  | 79,654  |   |        | $  | 76,277  |  
|                |                                                |                                                                                            |                                     | Large business                        |        |               | 38,743 |               |        |                | 37,113         |               |        |    | 75,257  |   |        |    | 74,488  |  
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            |                                     | Total                                 |        | $             | 78,831 |               |        | $              | 74,042         |               |        | $  | 154,911 |   |        | $  | 150,765 |  
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                | SALES BY SEGMENT AS A PERCENTAGE OF NET SALES: |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |   |       
|                |                                                |                                                                                            |                                     | Small business                        |        |               | 51     | %             |        |                | 50             | %             |        |    | 52      | % |        |    | 51      | %
|                |                                                |                                                                                            |                                     | Large business                        |        |               | 49     |               |        |                | 50             |               |        |    | 48      |   |        |    | 49      |  
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            |                                     | Total                                 |        |               | 100    | %             |        |                | 100            | %             |        |    | 100     | % |        |    | 100     | %
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                | Amortization expense of intangible assets (1)                                              |                                     | $                                     | 3,326  |               |        | $             | 3,325  |                |                | $             | 6,650  |    |         | $ | 6,661  |   
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                | Earnings before, interest, taxes, depreciation and
amortization, (EBITDA), as adjusted (2) |                                     | $                                     | 22,256 |               |        | $             | 19,701 |                |                | $             | 43,734 |    |         | $ | 43,053 |   
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                | EBITDA, as adjusted, as a percentage of net sales                                          |                                     |                                       | 28     | %             |        |               | 27     | %              |                |               | 28     | %  |         |   | 29     | % 
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|Cash Flow Data: |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                | (in thousands) |              
|                |                                                |                                                                                            |                                     | Net cash from operating activities    |        |               |        |               |        |                |                |               |        | $  | 27,369  |   |        | $  | 21,229  |  
|                |                                                |                                                                                            |                                     | Net cash used in investing activities |        |               |        |               |        |                |                |               |        |    | (7,449  | ) |        |    | (7,240  | )
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  
|                |                                                |                                                                                            |                                     | Net cash used in financing activities |        |               |        |               |        |                |                |               |        |    | (22,234 | ) |        |    | (17,944 | )
|                |                                                |                                                                                            |                                     |                                       |        |               |        |               |        |                |                |               |        |    |         |  



---

|(1) |  | This represents amortization expense recorded by the Company on
amortizable intangible assets 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | EBITDA, as adjusted, is defined as net income adjusted to exclude
depreciation and amortization, impairment of assets, income taxes, interest
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-cash items and as a measure of performance because it eliminates
the effects of a variety of methods used for depreciation and
amortization that have changed over time. However, EBITDA, 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, may not be comparable to similar measures
reported by other companies.

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The following provides a reconciliation of net income to EBITDA, as
adjusted:

|                    |                               |   |                    |       |                  |   |        |       |      |   |        |        |   |   |        |        |  
|------------------- | ----------------------------- | - | ------------------ | ----- | ---------------- | - | ------ | ----- | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|                    |                               |   | Three
Months Ended |       | Six Months Ended
|                    |                               |   | June 30,           |       | June 30,        
|                    |                               |   | 2003               |       | 2002             |   | 2003   |       | 2002
|                    |                               |   |                    |       |                  |   |        |       |     
|Net income          |                               | $ | 4,725              |       |                  | $ | 4,226  |       |      | $ | 11,580 |        |   | $ | 9,092  |       
|                    | Other charges                 |   |                    | 3,810 |                  |   |        | 1,183 |      |   |        | 4,145  |   |   |        | 5,240  |  
|                    | Investment income             |   |                    | (146  | )                |   |        | (28   | )    |   |        | (828   | ) |   |        | (98    | )
|                    | Interest expense              |   |                    | 3,596 |                  |   |        | 4,744 |      |   |        | 7,257  |   |   |        | 9,158  |  
|                    | Income taxes                  |   |                    | 3,169 |                  |   |        | 2,400 |      |   |        | 7,303  |   |   |        | 5,381  |  
|                    | Depreciation and amortization |   |                    | 7,033 |                  |   |        | 7,149 |      |   |        | 14,208 |   |   |        | 14,253 |  
|                    | Non-cash stock compensation   |   |                    | 69    |                  |   |        | 27    |      |   |        | 69     |   |   |        | 27     |  
|                    |                               |   |                    |       |                  |   |        |       |      |   |        |        |   |   |        |       
|EBITDA, as adjusted |                               | $ | 22,256             |       |                  | $ | 19,701 |       |      | $ | 43,734 |        |   | $ | 43,053 |       
|                    |                               |   |                    |       |                  |   |        |       |      |   |        |        |   |   |        |       

Net sales

Net sales of the Company for the quarter ended June 30, 2003 were
$78.8 million compared to $74.0 million compared to the same period of
2002, an increase of 6%. Net sales of the Company for the six months ended
June 30, 2003 were $154.9 million compared to $150.8 million for the same
period of 2002, an increase of 3%.

Net sales of the small business segment for the quarter ended June 30,
2003 were $40.1 million, compared to $36.9 million for the same period of
2002, an increase of 9%. Net sales of the small business segment for the
six months ended June 30, 2003 were $79.7 million, compared to $76.3
million for the same period of 2002, an increase of 4%. 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.

Net sales of the large business segment for the quarter ended June 30,
2003 were $38.7 million compared to $37.1 million for the same period of
2002, an increase of 4%. Net sales of the large business segment for the
six months ended June 30, 2003 were $75.3 million compared to $74.5 million
for the same period of 2002, an increase of 1%. The large business segment
principally engages in the selling of data processing services, licensed
databases, database marketing solutions, e-mail marketing solutions and
list brokerage and list management services to large companies. This
segment includes the licensing of databases for Internet directory
assistance services.

Database and production costs

Database and production costs for the quarter ended June 30, 2003 were
$22.2 million, or 28% of net sales, compared to $21.3 million, or 29% of
net sales for the same period of 2002. Database and production costs for
the six months ended June 30, 2003 were $43.1 million, or 28% of net sales,
compared to $42.6 million, or 28% of net sales for the same period of 2002.

Selling, general and administrative expenses

Selling, general and administrative expenses for the quarter ended
June 30, 2003 were $33.9 million, or 43% of net sales, compared to $32.0
million, or 43% of net sales for the same period of 2002. Selling, general
and administrative expenses for the six months ended June 30, 2003 were
$67.0 million, or 43% of net sales, compared to $63.8 million, or 42% of
net sales for the same period of 2002. The increase in selling, general
and administrative expenses is principally due to the acquisition of
various companies during 2002 and 2003, including Hill-Donnelly, City
Publishing, the e-mail list business of DoubleClick, ClickAction and
Yesmail. These acquired companies historically had higher operating sales
and marketing cost structures than the Companys existing businesses.

Depreciation and amortization expenses

Depreciation and amortization expenses for the quarter ended June 30,
2003 were $7.0 million, or 9% of net sales, compared to $7.1 million, or
10% of net sales for the same period of 2002. Depreciation and amortization
expenses for the six months ended June 30, 2003 were $14.2 million, or 9%
of net sales, compared to $14.3 million, or 10% of net sales for the same
period of 2002. The Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets as of January 1, 2002. SFAS No. 142

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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. We currently do not expect to record
an impairment charge, however, there can be no assurance that at the time a
review is completed a material impairment charge will not be recorded.

Restructuring costs

During the quarter ended June 30, 2003, the Company recorded
restructuring charges due to workforce reductions of $430 thousand as a
part of the Companys continuing strategy to reduce costs. The workforce
reduction charges included involuntary employee separation costs for 59
employees. During the six months ended June 30, 2003, the Company recorded
restructuring charges due to workforce reductions of $985 for the
involuntary employee separation costs for 115 employees.

During the quarter ended June 30, 2002, the Company recorded
restructuring charges due to workforce reductions of $645 thousand as a
part of the Companys continuing strategy to reduce costs. The workforce
reduction charges included involuntary employee separation costs for 83
employees. During the six months ended June 30, 2002, the Company recorded
restructuring charges due to workforce reductions of $812 for the
involuntary employee separation costs for 112 employees.

Acquisition costs

During the quarter and six months ended June 30, 2003, the Company
recorded integration-related costs of $41 thousand and $54 thousand,
respectively. The integration-related costs included consulting costs,
information system conversion and other direct integration-related charges.
These costs were not directly related to the acquisition of Yesmail, and
therefore could not be capitalized, but were costs associated with the
integration of operations into the Companys existing operations.

During the quarter and six months ended June 30, 2002, the Company
recorded integration-related costs of $110 thousand and $173 thousand,
respectively. The integration-related costs included consulting costs,
information system conversion and other direct integration-related charges.
These costs were not directly related to the acquisition of Polk
Directories, Database Concepts, DoubleClick or Key Contacts and therefore
could not be capitalized, but were costs associated with the integration
into the Companys existing operations

Operating income

Including the factors previously described, the Company had operating
income of $15.2 million, or 19% of net sales for the quarter ended June 30,
2003, compared to operating income of $12.5 million, or 17% of net sales
for the same period in 2002. The Company had operating income of $29.5
million, for the six months ended June 30, 2003, compared to operating
income of $28.8 million, or an increase of 2% over the same period in 2002.

Operating income for the small business segment for the quarter ended
June 30, 2003 was $15.4 million, or 38% of net sales, as compared to $13.9
million, or 38% of net sales for the same period in 2002. Operating income
for the small business segment for the six months ended June 30, 2003 was
$30.6 million, or 38% of net sales, as compared to $29.7 million, or 39% of
net sales for the same period in 2002. The decrease in operating income as
a percentage of net sales is principally due to increased selling, general
and administrative expenses represented as a percentage of net sales
associated with certain companies acquired during 2002 and 2003 including
City Publishing and Hill-Donnelly, as further described in the selling,
general and administrative section above.

Operating income for the large business segment for the quarter ended
June 30, 2003 was $19.2 million, or 50% of net sales, as compared to $19.7
million, or 53% of net sales for the same period in 2002. Operating income
for the large business segment for the six months ended June 30, 2003 was
$37.4 million, or 50% of net sales, as compared to $40.0 million, or 54% of
net sales for the same period in 2002. The decrease in operating income as
a percentage of net sales is principally due to increased selling, general
and administrative expenses represented as a percentage of net sales
associated with the companies acquired during 2002 and 2003 including
ClickAction and Yesmail, as further described in the selling, general and
administrative section above.

Other income (expense), net

Other income (expense) net, was $(7.3) million, or (9)% of net sales,
and $(6.0) million, or (8)% of net sales, for the quarters ended June 30,
2003 and 2002, respectively. Other income (expense) net, was $(10.6)
million, or (7)% of net sales, and $(14.3)

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million, or (9)% of net sales, for the six months ended June 30, 2003
and 2002, respectively. Other income (expense) is comprised of interest
expense, investment income and other income or expense items, which do not
represent components of operating income (expense) of the Company.

Interest expense was $3.6 million and $4.7 million for the quarters
ended June 30, 2003 and 2002. Interest expense was $7.3 million and $9.2
million for the six months ended June 30, 2003 and 2002. Interest expense
has decreased due to the continued reduction in the amount of total debt
outstanding and favorable interest rates. Investment income was $146
thousand and $28 thousand for the quarters ended June 30, 2003 and 2002.
Investment income was $828 thousand and $98 thousand for the six months
ended June 30, 2003 and 2002.

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 with Bank of America Securities, LLC. As a result of
the refinancing, the Company recorded a charge of $1.2 million (classified
with other charges) for amounts reported in Other Comprehensive Income
related to the fair value of the interest rate swap agreement. Also during
the quarter ended June 30, 2002, the Company wrote-off deferred financing
costs of $2.9 million in connection with the refinancing of its Senior Debt
Credit Facility as described above. On May 27, 2003 the Bank of America
Senior Secured Credit Facility was amended and restated to increase the
credit available from $115 million to $145 million to facilitate the partial
redemption of the Companys 91/2% Senior Subordinate Notes. As a result of
the refinancing, the Company expensed $0.8 million in unamortized deferred
financing costs associated with the issue of the previous facility and $0.7
million in bank fees associated with the new facility.

Income taxes

A provision for income taxes of $3.1 million and $2.4 million was
recorded for the quarters ended June 30, 2003 and 2002, respectively. A
provision for income taxes of $7.3 million and $5.4 million was recorded
for the six months ended June 30, 2003 and 2002, respectively.

EBITDA

The Companys EBITDA was $22.3 million, or 28% of net sales and $19.7
million, or 27% of net sales for the quarters ended June 30, 2003 and 2002,
respectively. EBITDA was $43.7 million, or 28% of net sales and $43.1
million, or 29% of net sales for the six months ended June 30, 2003 and
2002, respectively. EBITDA, as adjusted, is defined as net income
adjusted to exclude depreciation and amortization, impairment of assets,
income taxes, interest and non-cash stock compensation expenses.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Statements of Cash Flows Information:

As of June 30, 2003, the Companys principal sources of liquidity
included cash and cash equivalents of $4.0 million, and $45.0 million
available under the revolving credit facility described above. As of June
30, 2003, the Company had a working capital deficit of $11.5 million.

Net cash provided by operating activities during the six months ended
June 30, 2003, totaled $27.4 million compared to $21.2 million during the
same period of 2002 due to a $6.6 million increase in deferred revenue, a
($3.4) million decrease in accounts payable and an increase in net income
of $2.4 million.

During the six months ended June 30, 2003, the Company spent $2.6
million for additions of property and equipment, $0.2 million related to
software and database development costs, $4.4 million for the acquisition
of businesses and a net $22.1 million on the repayment of long-term debt.

The amended Senior Secured Credit Facility provides for a term loan of
$100 million due April 2007 and $45.0 million under a revolving credit
facility due May 2006.

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The Senior Secured Credit Facility provides for grid-based interest
pricing based upon the Companys consolidated leverage ratio and ranges
from base rate + 1.00% to 2.00% for base rate loans and from LIBOR + 2.00%
to 3.00% for LIBOR loans for use of the revolving credit facility for loans
of up to $45.0 million. The term loan interest rate is base rate +3.00% or
LIBOR + 4.00%. Substantially all assets of the Company are pledged as
security under the terms of the credit facility. As of December 31, 2002,
term loan A had a balance of $34.3 million, with an interest rate of
4.30% and term loan B had a balance of $40.8 million, with an interest
rate of 4.80% under the previous credit agreement. At June 30, 2003, the
term loan had a balance of $96.3 million with an interest rate of 5.1% and
all $45 million was available under the revolving credit facility.
Additionally, the Company is required to pay a commitment fee of between
0.35% and 0.50%, dependent on the consolidated leverage ratio, on the
average unused amount of the revolving credit facility.

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 credit 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 Balance Sheet Information:

Trade accounts receivable decreased from $46.9 million at June 30,
2002 to $39.8 million at June 30, 2003, with related days sales outstanding
(DSO) decreasing to 46 days for the quarter ended June 30, 2003 from 58
days for the same period in 2002.

Subsequent to the June 30, 2003 balance sheet date, the Company
redeemed $30.8 million of its 91/2 % Senior Subordinated Notes with
funding primarily from the Senior Secured Credit Facility.

ACCOUNTING STANDARDS

In June 2001, the FASB released SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 requires recognition of asset
retirement obligations as a liability rather than a contra-asset. SFAS No. 143
is effective for the Companys fiscal year ending December 31, 2003. SFAS No.
143 did not impact the Companys consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections. SFAS No. 145, among other things, rescinds SFAS No. 4 which
required all gains and losses from the extinguishments of debt to be classified
as an extraordinary item and amends SFAS No. 13 to require that certain lease
modification that have economic effect similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. Upon
adoption of the new accounting standard in 2003, the Company reclassified the
extraordinary item of $1.8 million related to the extinguishment of debt as
reported in the 2002 consolidated statement of operations. The
reclassification increased other non-operating expense by $2.9 million and
decreased income tax expense by $1.1 million.

In June 2002, the FASB released SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which addresses accounting and
reporting for costs associated with exit or disposal activities, and nullifies
EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to exit an Activity. SFAS No. 146 addresses involuntary one-time
employee termination benefits, cost to terminate a contract that is not a
capital lease, and other associated exit costs. Existing accounting guidelines
require companies to recognize a liability when management commits itself or
announces plans to exit or dispose of an activity. SFAS No. 146 will prohibit
companies from recognizing an exit or disposal liability that can not be
measured at fair value. The Company is required to be in conformity with the
provisions of SFAS No. 146 for exist or disposal activities that are initiated
after December 31, 2002.

In May 2003, the Emerging Issues Task Force of the FASB issued EITF
00-21, Revenue Arrangements with Multiple Deliverables.EITF 00-21 addresses
how to determine whether an arrangement involving multiple deliverables
contains more than one unit of accounting. EITF 00-21 is effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. EITF 00-21 is not expected to have material impact on the Companys
consolidated financial statements.

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In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of SFAS No. 5, 57 and
107 and rescission of FASB Interpretation No. 34. This interpretation requires
additional disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under certain guarantees that it has
issued. It also specifies the requirements for liability recognition (at fair
value) for obligations undertaken in issuing the guarantee. The disclosure
requirements are effective for interim and annual financial statements ending
after December 15, 2002, (December 31, 2002 financial statements for calendar
year companies). The initial recognition and measurement provisions are
effective for all guarantees within the scope of Interpretation 45 issued or
modified after December 31, 2002. The Company has not yet determined the
effect of Interpretation No. 45 on its financial statements with respect to
initial recognition and measurement.

In April 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities.This statement amends and clarifies financial accounting and
reporting for derivative instruments and for hedging activities under SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities.As of June
30, 2003, management believes that SFAS NO. 149 will have no significant effect
on the financial position, results of operations, and cash flows of the
Company.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
This statement requires that an issuer classify a financial instrument that is
within its scope as a liability. The provisions of this statement are
effective for financial instruments entered into of modified after May 31,
2003. As of June 30, 2003, management believes that SFAS NO. 150 will have no
significant effect on the financial position, results of operations, and cash
flows of the Company.

In January 2003, the FASB issued FASB interpretation No. 46, Consolidation
of Variable Interest Entities.FIN no. 46 address consolidation by business
enterprises of certain variable interest entities. The provisions of FIN No.
46 are effective immediately for variable interest entities created after
January 31, 2003 and for variable interest entities in which an enterprise
obtains an interest after that date. The provisions are effective in the first
fiscal year of interim period beginning after June 15, 2003, for variable
interest entities in which an enterprise hold a variable interest that it
acquired before February 1, 2003. The Company is currently evaluating FIN No.
46 to determine if there will be any effect on the financial position, results
of operations, and cash flows of the Company.

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.                                        

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|  |  |                                                                                                                                                                                                                                                                
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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 June 30, 2003, we had total indebtedness of approximately $169
million, including $60.8 million of Notes under an indenture (the
Indenture) and $96.3 million under a $145 million Senior Secured Credit
Agreement. Substantially all of our assets are pledged as security under
the terms of the Senior Secured Credit Agreement. The indebtedness under
the Senior Secured Credit Agreement was refinanced March 6, 2002 (amended
and restated May 27, 2003) 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 Senior Secured 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 Senior
Secured 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 Senior Secured 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

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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.

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.

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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 over 20
acquisitions since mid-1996 and completed the integration of these
acquisitions into our existing business. 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.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to material future earnings or cash flow
exposures from changes in interest rates as over one-half of the Companys
debt is not at fixed rates. At June 30, 2003, the fair value of the
Companys long-term debt is based on quoted market prices at the reporting
date or is estimated by discounting the future cash flows of each
instrument at rates currently offered to the Company for similar debt
instruments of comparable maturities. At June 30, 2003, the Company had
long-term debt with a carrying value of $169 million and estimated fair
value of approximately the same. The Company has no significant operations
subject to risks of foreign currency fluctuations.




ITEM 4. CONTROLS AND PROCEDURES

As of June 30, 2003, 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-15(e) and Rule 13a-15(e).
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 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 changes in internal
controls over financial reporting that has materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting, subsequent to the date the Chief Executive Officer and
Chief Financial Officer completed their evaluation.

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infoUSA INC.
FORM 10-Q

FOR THE QUARTER ENDED

JUNE 30, 2003

PART II

OTHER INFORMATION




ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 2003 Annual Meeting of Stockholders of the Company held on April 21,
2003, the stockholders and voted and approved the following items:

1.     Elected the following directors to the Board of Directors for a term of
three years.

|                    |  |                 |  |                    
|------------------- |  | --------------- |  | -------------------
|Vinod Gupta         |  | FOR: 45,635,583 |  | WITHHELD: 1,388,830
|                    |  |                 |  |                    
|George F. Haddix    |  | FOR: 46,389,457 |  | WITHHELD: 634,956  
|                    |  |                 |  |                    
|Dr. Vasant H. Raval |  | FOR: 46,391,073 |  | WITHHELD: 633,340  

2.     The stockholders also ratified the appointment of KPMG LLP as the
Companys independent auditors to examine the financial statements of the
Company for the fiscal year 2003.

|                |  |                    |  |                
|--------------- |  | ------------------ |  | ---------------
|FOR: 45,903,314 |  | AGAINST: 1,106,009 |  | ABSTAIN: 15,090




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|    |  |   |  |                                                                                                                                                                                                                                                                       
|--- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  |  |  | Certificate of Incorporation, as
amended through October 22, 1999,
is incorporated herein by reference
to exhibits filed with Companys
Registration Statement on Form 8-A,
as amended, filed March 20, 2000.                                                         
|    |  |   |  |                                                                                                                                                                                                                                                                       
|3.2 |  |  |  | Bylaws are incorporated herein by
reference to the Companys
Registration Statement on Form S-1
(File No. 33-42887), which became
effective February 18, 1992.                                                                                                        
|    |  |   |  |                                                                                                                                                                                                                                                                       
|3.3 |  |  |  | Amended and Restated Certificate of
Designation of Participating
Preferred Stock, filed in Delaware
on October 22,1999, is incorporated
herein by reference to exhibits
filed with the Companys
Registration Statement on Form 8-A,
as amended, filed March 20, 2000.

24



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|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|---- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  |  |  | Preferred Share Rights Agreement is
incorporated herein by reference to
the Companys Registration
Statement on Form 8-A, as amended,
filed March 20, 2000.                                                                                                                                                                                        
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.2  |  |  |  | Specimen of Common Stock
Certificate is incorporated herein
by reference to the exhibits filed
with the Companys Registration
Statement on Form 8-A, as amended),
filed March 20, 2000.                                                                                                                                                           
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.4  |  |  |  | Purchase Agreement dated June 12,
1998 between the Company, BT Alex.
Brown Incorporated, Goldman, Sachs
& Co. and Hambrecht & Quist LLC is
incorporated herein by reference to
exhibits filed with the Companys
Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1998.                                                                
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.5  |  |  |  | Indenture dated as of June 18, 1998
(the Indenture) by and between
the Company and State Street Bank
and Trust Company of California,
N.A., as Trustee is incorporated
herein by reference to Exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the Quarter
ended June 30, 1998.                                               
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.6  |  |  |  | Exchange and Registration Rights
Agreement dated as of June 18, 1998
by and among the Company and BT
Alex. Brown Incorporated, Goldman,
Sachs & Co. and Hambrecht & Quist
LLC as the Initial Purchasers is
incorporated herein by reference to
Exhibits filed with the Companys
Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1998.
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.7  |  |  |  | Form of New 9 1/2% Senior
Subordinated Note due 2008 is
incorporated herein by reference to
exhibits filed with the Companys
Registration Statement on Form S-4
(File No. 333-61645), filed
December 15, 1999.                                                                                                                                    
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.8  |  |  |  | Credit Agreement by and among
infoUSA, Inc., various Lenders (as
defined therein) and Bank of
America, N.A. dated as of March 6,
2002, is incorporated herein by
reference to exhibits filed with
the Companys Annual Report on Form
10-K for the Year ended December
31, 2001.                                                                   
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.9  |  |  |  | Pledge Agreement by and among infoUSA, Inc.,
Various Lenders (as defined therein) and Bank of
America, N.A. dated as of March 6, 2002, is
incorporated herein by reference to exhibits filed
with the Companys Annual Report on Form 10-K for
the Year ended December 31, 2001.                                                                   
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.10 |  |  |  | Security Agreement by and among infoUSA, Inc.,
various Lenders (as defined therein) and Bank of
America, N.A. dated as of March 6, 2002, is
incorporated herein by reference to exhibits filed
with the Companys Annual Report on Form 10-K for
the Year ended December 31, 2001.                                                                 
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.11 |  |  |  | Subsidiaries Guaranty Agreement by and among
infoUSA, Inc., various Lenders (as defined therein)
and Bank of America, N.A. dated as of March 6, 2002, is incorporated herein by reference to exhibits
filed with the Companys Annual Report on Form 10-K
for the Year ended December 31, 2001.                                                    
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|31.1 |  |  |  | Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                                                                                                                                                                                                                
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|31.2 |  |  |  | Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                                                                                                                                                                                                                
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|32.1 |  |  |  | Certification of Chief Executive Officer pursuant
to Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                                                                           

25



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##### Table of Contents



|     |  |   |  |                                                                                                                                                         
|---- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|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.

(b)  Reports on Form 8-K

The Company filed a Form 8-K under Items 7 and 12 (filed under Item 9 as
permitted by SEC guidance) on April 21, 2003 for a press release announcing
first quarter results; Form 8-K under Item 7 and 9 on May 8, 2003 for the
glossy pages of the Companys 2002 Annual Report, Form 8-K/A under Item 7 on
May 14, 2003 for balance sheet, statement of operations, statement of
stockholders equity, statement of cash flows of YesMail, Inc. and pro-forma
balance sheet and statement of operations of YesMail, Inc.; Form 8-K under
Items 7 and 9 on May 21, 2003 for a press release with the Companys business
outlook for 2003 and 2004; Form 8-K under Items 7 and 9 on May 30, 2003 for a
press release announcing a new credit facility and the Companys intent to
repurchase a portion of its  9 1/2% Senior Subordinated Notes; and a Form 8-K
under Items 7 and 9 on June 18, 2003 for a press release announcing a pro rata
call of its 9 1/2% Senior Subordinated Notes.

26



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##### Table of Contents






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: August 13, 2003 |  | /s/ STORMY L. DEANStormy L. Dean, Chief Financial Officer
(principal financial officer)

27



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##### Table of Contents



Index to Exhibits

|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|Number  |  |   |  | Description                                                                                                                                                                                                                                                                                                                                        
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|3.1     |  | - |  | Certificate of Incorporation, as
amended through October 22, 1999,
is incorporated herein by reference
to exhibits filed with Companys
Registration Statement on Form 8-A,
as amended, filed March 20, 2000.                                                                                                                                      
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|3.2     |  | - |  | Bylaws are incorporated herein by
reference to the Companys
Registration Statement on Form S-1
(File No. 33-42887), which became
effective February 18, 1992.                                                                                                                                                                                     
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|3.3     |  | - |  | Amended and Restated Certificate of
Designation of Participating
Preferred Stock, filed in Delaware
on October 22,1999, is incorporated
herein by reference to exhibits
filed with the Companys
Registration Statement on Form 8-A,
as amended, filed March 20, 2000.                                                                             
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.1     |  | - |  | Preferred Share Rights Agreement is
incorporated herein by reference to
the Companys Registration
Statement on Form 8-A, as amended,
filed March 20, 2000.                                                                                                                                                                                        
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.2     |  | - |  | Specimen of Common Stock
Certificate is incorporated herein
by reference to the exhibits filed
with the Companys Registration
Statement on Form 8-A, as amended),
filed March 20, 2000.                                                                                                                                                           
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.4     |  | - |  | Purchase Agreement dated June 12,
1998 between the Company, BT Alex.
Brown Incorporated, Goldman, Sachs
& Co. and Hambrecht & Quist LLC is
incorporated herein by reference to
exhibits filed with the Companys
Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1998.                                                                
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.5     |  | - |  | Indenture dated as of June 18, 1998
(the Indenture) by and between
the Company and State Street Bank
and Trust Company of California,
N.A., as Trustee is incorporated
herein by reference to Exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the Quarter
ended June 30, 1998.                                               
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.6     |  | - |  | Exchange and Registration Rights
Agreement dated as of June 18, 1998
by and among the Company and BT
Alex. Brown Incorporated, Goldman,
Sachs & Co. and Hambrecht & Quist
LLC as the Initial Purchasers is
incorporated herein by reference to
Exhibits filed with the Companys
Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1998.
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.7     |  | - |  | Form of New 9 1/2% Senior
Subordinated Note due 2008 is
incorporated herein by reference to
exhibits filed with the Companys
Registration Statement on Form S-4
(File No. 333-61645), filed
December 15, 1999.                                                                                                                                    
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.8     |  | - |  | Credit Agreement by and among
infoUSA, Inc., various Lenders (as
defined therein) and Bank of
America, N.A. dated as of March 6,
2002, is incorporated herein by
reference to exhibits filed with
the Companys Annual Report on Form
10-K for the Year ended December
31, 2001.                                                                   
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    
|4.9     |  | - |  | Pledge Agreement by and among infoUSA, Inc.,
Various Lenders (as defined therein) and Bank of
America, N.A. dated as of March 6, 2002, is
incorporated herein by reference to exhibits filed
with the Companys Annual Report on Form 10-K for
the Year ended December 31, 2001.                                                                   
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                    





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##### Table of Contents



|        |  |   |  |                                                                                                                                                                                                                                                                                                
|------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |   |  |                                                                                                                                                                                                                                                                                                
|Number  |  |   |  | Description                                                                                                                                                                                                                                                                                    
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|4.10    |  | - |  | Security Agreement by and among infoUSA, Inc.,
various Lenders (as defined therein) and Bank of
America, N.A. dated as of March 6, 2002, is
incorporated herein by reference to exhibits filed
with the Companys Annual Report on Form 10-K for
the Year ended December 31, 2001.             
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|4.11    |  | - |  | Subsidiaries Guaranty Agreement by and among
infoUSA, Inc., various Lenders (as defined therein)
and Bank of America, N.A. dated as of March 6, 2002, is incorporated herein by reference to exhibits
filed with the Companys Annual Report on Form 10-K
for the Year ended December 31, 2001.
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|31.1    |  | - |  | Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                                                                                                                                                            
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|31.2    |  | - |  | Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                                                                                                                                                            
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|32.1    |  | - |  | Certification of Chief Executive Officer pursuant
to Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                       
|        |  |   |  |                                                                                                                                                                                                                                                                                                
|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.