<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

 X       Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
---      Exchange Act of 1934.

         For the quarterly period ended March 31, 2002

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


                         Commission file number 0-11428


                           INFORMATION RESOURCES, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                         36-2947987
          --------                                         ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                150 North Clinton Street, Chicago, Illinois 60661
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (312) 726-1221
                                                           --------------


   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 the past 90 days. Yes  X   No
                                                      ---     ---

   The number of shares of the registrant's common stock, $.01 par value per
   share outstanding, as of April 30, 2002 was 29,551,007.



<PAGE>



                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES

                                      INDEX
                                      -----

                                                                           PAGE
                                                                          NUMBER
                                                                          ------
    PART I.      FINANCIAL INFORMATION

    Condensed Consolidated Balance Sheets                                      3

    Condensed Consolidated Statements of Operations                            4

    Condensed Consolidated Statements of Cash Flows                            5

    Notes to Condensed Consolidated Financial Statements                       6

    Management's Discussion and Analysis of
        Financial Condition and Results of Operations                         14





    PART II.     OTHER INFORMATION

    Item 6 - Exhibits and Reports on Form 8-K                                 20

    Signatures                                                                21



                                       2
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
ASSETS                                                     MARCH 31, 2002  DECEMBER 31, 2001
                                                           --------------  -----------------
                                                             (UNAUDITED)
<S>                                                        <C>             <C>
CURRENT ASSETS
     Cash and cash equivalents                               $   6,044         $  13,708
     Accounts receivable, net                                   83,830            74,669
     Prepaid expenses and other                                 10,020            11,283
                                                             ---------         ---------
          Total Current Assets                                  99,894            99,660
                                                             ---------         ---------

Property and equipment, at cost                                214,547           214,392
Accumulated depreciation                                      (149,471)         (144,461)
                                                             ---------         ---------
     Net Property and Equipment                                 65,076            69,931

Investments                                                     13,716            14,573

Deferred income taxes                                            8,994             7,465

Other assets                                                   163,517           161,794
                                                             ---------         ---------
                                                             $ 351,197         $ 353,423
                                                             =========         =========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current maturities of long-term debt                    $   2,970         $   3,549
     Accounts payable                                           52,796            59,708
     Accrued compensation and benefits                          25,186            20,368
     Accrued property, payroll and other taxes                   3,288             1,949
     Accrued expenses                                            5,529             5,851
     Accrued restructuring costs                                 2,066             2,904
     Deferred revenue                                           36,695            32,464
                                                             ---------         ---------
          Total Current Liabilities                            128,530           126,793
                                                             ---------         ---------

Long-term debt                                                   1,864             2,234
Other liabilities
                                                                12,686            13,565

STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 1,000,000 shares,
          $.01 par value; none issued                             --                --
     Common stock - authorized 60,000,000 shares,
          $.01 par value 29,495,541 and 29,397,373
          shares issued and outstanding, respectively              298               297
     Additional paid-in capital                                201,335           200,826
     Retained earnings                                          17,653            19,945
     Accumulated other comprehensive loss                      (11,169)          (10,237)
                                                             ---------         ---------
          Total Stockholders' Equity                           208,117           210,831
                                                             ---------         ---------
                                                             $ 351,197         $ 353,423
                                                             =========         =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                                  ---------

                                                            2002            2001
                                                            ----            ----

<S>                                                      <C>             <C>
Information services revenues                            $ 133,119       $ 136,308
Costs and expenses:
   Information services sold                              (120,551)       (122,260)
   Selling, general and administrative expenses            (10,752)        (13,323)
   Restructuring and other items                            (5,292)         (4,097)
                                                         ---------       ---------
                                                          (136,595)       (139,680)
                                                         ---------       ---------

Operating loss                                              (3,476)         (3,372)

Interest expense                                               (60)           (791)

Other, net                                                    (359)           (616)

Equity in earnings (losses) of affiliated companies             41             (56)

Minority interest benefit                                      299             792
                                                         ---------       ---------

Loss before income taxes                                    (3,555)         (4,043)

Income tax benefit                                           1,264           1,568
                                                         ---------       ---------

Net loss                                                 $  (2,291)      $  (2,475)
                                                         =========       =========

Net loss per common share - basic                        $    (.08)      $    (.09)
                                                         =========       =========

Net loss per common and
 common equivalent share - diluted                       $    (.08)      $    (.09)
                                                         =========       =========

Weighted average common shares - basic                      29,430          29,069
                                                         =========       =========

Weighted average common and
  common equivalent shares - diluted                        29,430          29,069
                                                         =========       =========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>



                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                                   ---------
                                                                               2002           2001
                                                                               ----           ----
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                    $ (2,291)      $ (2,475)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Amortization of deferred data procurement costs                          31,778         30,688
     Depreciation                                                              6,705          7,321
     Amortization of capitalized software costs and intangibles                  802          1,472
     Restructuring and other charges                                            (245)           195
     Deferred income tax benefit                                              (1,264)        (1,568)
     Equity in earnings of affiliated companies and minority interests          (340)          (736)
     Other                                                                       (17)            59
     Change in assets and liabilities:
       Accounts receivable, net                                               (9,162)        (6,420)
       Other current assets                                                    1,263          1,329
       Accounts payable and accrued liabilities                               (1,103)           104
       Deferred revenue                                                        4,231          5,951
       Other, net                                                                844          1,121
                                                                            --------       --------
             Net cash provided by operating activities                        31,201         37,041

CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs                                              (34,668)       (32,221)
Purchase of property, equipment and software                                  (2,731)        (6,502)
Capitalized software costs                                                      (743)          (357)
Investment in joint ventures                                                    --             (917)
Capital contributions from minority interests and other, net                    --              134
                                                                            --------       --------
             Net cash used in investing activities                           (38,142)       (39,863)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings                                                                   250          1,500
Net repayments of capital leases                                              (1,199)          (456)
Purchases of common stock                                                       --             (110)
Proceeds from exercise of stock options and other                                424           --
                                                                            --------       --------
             Net cash (used) provided by financing activities                   (525)           934

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                         (198)          (619)
                                                                            --------       --------

             Net decrease in cash and cash equivalents                        (7,664)        (2,507)

  Cash and cash equivalents at beginning of period                            13,708         11,914
                                                                            --------       --------

  Cash and cash equivalents at end of period                                $  6,044       $  9,407
                                                                            ========       ========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

     Principles of consolidation: The condensed consolidated financial
statements include the accounts of Information Resources, Inc. and all wholly or
majority owned subsidiaries and affiliates (collectively the "Company").
Minority interests reflect the non-Company owned stockholder interests in
international operations. The equity method of accounting is used for
investments in which the Company has a 20% to 50% ownership interest because it
exercises significant influence over operating and financial policies. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

     Interim financial statements: The interim financial statements are
unaudited, but include all adjustments necessary (consisting of normal recurring
adjustments), in the opinion of management, for a fair statement of financial
position and results of operations for the period presented. The preparation of
interim financial statements necessarily relies on estimates, requiring the use
of caution in estimating results for the full year based on interim results of
operations.

     Earnings (Loss) per Common and Common Equivalent Share: Net earnings (loss)
per share is based upon the weighted average number of shares of common stock
outstanding during each period. Net earnings (loss) per common and common
equivalent share--diluted is based upon the weighted average number of shares of
common stock and common stock equivalents, entirely comprised of stock options,
outstanding during each period. In 2001 and 2002, common stock equivalents were
excluded from the weighted average shares outstanding calculation because they
were anti-dilutive.


NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid (received) for interest and income taxes during the period was as
follows (in thousands):


<TABLE>
<CAPTION>
                      THREE MONTHS ENDED
                          MARCH 31,
                     --------------------
                     2002           2001
                     ----            ----
<S>                  <C>           <C>
Interest             $  60         $ 649
Income taxes          --              (5)
</TABLE>


     Non-cash investing and financing activities are excluded from the
consolidated statement of cash flows.



                                       6
<PAGE>



                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)



NOTE 3 - ACCOUNTS RECEIVABLE

     Accounts receivable were as follows (in thousands):


<TABLE>
<CAPTION>
                                        MARCH 31, 2002      DECEMBER 31, 2001
                                        --------------      -----------------
<S>                                        <C>                  <C>
Billed                                     $ 65,690             $ 66,065
Unbilled                                     22,005               12,555
                                           --------             --------
                                             87,695               78,620
Reserve for accounts receivable              (3,865)              (3,951)
                                           --------             --------
                                           $ 83,830             $ 74,669
                                           ========             ========
</TABLE>


NOTE 4 - INVESTMENTS AND OTHER ASSETS

     Investments were as follows (in thousands):


<TABLE>
<CAPTION>
                                                                     MARCH 31, 2002      DECEMBER  31, 2001
                                                                     ---------------     ------------------
<S>                                                                  <C>                 <C>
Mosaic InfoForce, L.P., at cost plus equity in undistributed
    earnings                                                            $ 4,512                $ 5,273
Datos Information Resources, at cost plus equity in
    undistributed earnings                                                4,263                  4,341
GfK Panel Services Benelux B.V., at cost                                  1,315                  1,315
Middle East Market Research Bureau ("MEMRB"), at cost                     2,778                  2,781
Other                                                                       848                    863
                                                                        -------                -------
                                                                        $13,716                $14,573
                                                                        =======                =======
</TABLE>



                                       7
<PAGE>




                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)


Other assets were as follows (in thousands):




<TABLE>
<CAPTION>
                                                        MARCH 31, 2002        DECEMBER 31, 2001
                                                        --------------        -----------------
<S>                                                     <C>                   <C>
Deferred data procurement costs -
     net of accumulated amortization of
     of $140,772 in 2002 and $138,046 in 2001               $146,197               $144,500

Intangible assets, including goodwill -
     net of accumulated amortization of
     $13,737 in 2002 and $13,584 in 2001                       7,659                  7,811

Capitalized software costs - net of
     accumulated amortization of $5,312
     in 2002 and $4,665 in 2001                                4,508                  4,412

Other                                                          5,153                  5,071
                                                            --------               --------
                                                            $163,517               $161,794
                                                            ========               ========
</TABLE>

NOTE 5 - LONG TERM DEBT

     Long-term debt was as follows (in thousands):


<TABLE>
<CAPTION>
                                     MARCH 31, 2002     DECEMBER 31, 2001
                                     --------------     -----------------
<S>                                  <C>                <C>
Bank borrowings                         $   250             $  --
Capitalized leases and other              4,584               5,783
                                        -------             -------
                                          4,834               5,783
Less current maturities                  (2,970)             (3,549)
                                        -------             -------
                                        $ 1,864             $ 2,234
                                        =======             =======
</TABLE>


     In April 2002, the Company reduced its secured bank revolving credit
facility to $35 million. All other terms and conditions of the credit facility
remain unchanged. The Company had $14.3 million of borrowing availability under
the amended revolving credit facility as of April 30, 2002.

     The financial covenants in the bank credit agreement, as well as in the
lease agreement for the Company's Chicago headquarters, require the Company to
maintain a minimum tangible net worth and to meet certain cash flow coverage and
leverage ratios. The agreements also limit the Company's ability to declare
dividends or make distributions to holders of capital stock, or redeem or
otherwise acquire shares of the Company. Approximately $1.0 million is currently
available for such distributions under the most restrictive of these covenants.
The bank credit agreement contains


                                       8
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)

covenants which restrict the Company's ability to incur additional indebtedness.
As of March 31, 2002, the Company was in compliance with all covenants.

NOTE 6 - COMPREHENSIVE LOSS

     The comprehensive loss summary shown below sets forth certain items that
affect stockholders' equity but are excluded from the presentation of net
earnings. The components of comprehensive loss were as follows (in thousands):


<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED
                                         MARCH 31
                                  ----------------------
                                    2002         2001
                                    ----         ----
<S>                               <C>           <C>
Net loss                          $(2,291)      $(2,475)
Foreign currency translation
   adjustment                        (932)       (1,774)
                                  -------       -------
Comprehensive loss                $(3,223)      $(4,249)
                                  =======       =======
</TABLE>


NOTE 7 - STOCK REPURCHASE

     The Company purchased 20,000 shares of common stock aggregating $0.1
million during the first quarter of 2001 in connection with the stock repurchase
program announced in August 2000 that was established principally to acquire
shares to fund the Company's 2000 Employee Stock Purchase Plan ("ESPP"). The
shares were held in treasury until they were sold to employees in connection
with the Company's ESPP.


NOTE 8 - SEGMENT INFORMATION

     The Company's business information services are conducted almost
exclusively in the United States and Europe. The Company's operations in other
markets account for less than 1% of consolidated revenues. The management of the
Company considers revenues from third parties and the aggregation of operating
profit (loss), equity earnings (losses) and minority interests, ("Operating
Results"), on a geographic basis to be the most meaningful measure of the
operating performance of each respective geographic segment and of the Company
as a whole.



                                       9
<PAGE>
                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)


The following table presents certain information regarding the operations of the
Company by geographic segments (in thousands):

SEGMENTED RESULTS:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                      ---------
                                                                 2002           2001
                                                                 ----           ----
<S>                                                           <C>             <C>
Revenues:
  U.S. Services                                               $ 100,036       $ 103,261
   International Services                                        33,083          33,047
                                                              ---------       ---------
      Total                                                   $ 133,119       $ 136,308
                                                              =========       =========

Operating Results:
  U.S. Services                                               $   6,242       $   6,167
   International Services:
     Operating loss                                              (2,823)         (2,084)
     Equity in earnings (losses) of affiliated companies            (78)            153
     Minority interest benefit                                      299             792
                                                              ---------       ---------
        Subtotal--International Services                         (2,602)         (1,139)
  Corporate and other expenses including equity
        In loss of affiliated companies                          (1,484)         (3,567)
  Restructuring and other items (a)                              (5,292)         (4,097)
                                                              ---------       ---------

       Operating Results                                         (3,136)         (2,636)

  Interest expense and other, net                                  (419)         (1,407)
                                                              ---------       ---------
  Loss before income taxes                                    $  (3,555)      $  (4,043)
                                                              =========       =========
</TABLE>



(a)  $4.2 million and $1.1 million of restructuring and other items relate to
     U.S. Services and International Services, respectively, for the first
     quarter of 2002. $2.1 million and $2.0 million of restructuring and other
     items relate to U.S. Services and International Services, respectively, for
     the first quarter of 2001.

NOTE 9 - RESTRUCTURING AND OTHER ITEMS

     Since 1999, the Company has undertaken three major initiatives as described
below resulting in incremental, one-time expenditures that have been classified
as restructuring expenses in the Statement of Operations.


                                       10
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)

     Project Delta: In the third quarter of 1999, the Company initiated a
comprehensive program named Project Delta. The objective of Project Delta was to
improve productivity and operating efficiencies to reduce the Company's ongoing
cost structure in its U.S. operations. The work outlined as part of Project
Delta was completed during the third quarter of 2001. A restructuring accrual
was established in 1999 to reflect certain of the outstanding obligations
related to 1999 restructuring charges. Certain restructuring costs were not
eligible for accrual in 1999 and were recorded during 2000 and 2001.

     Transition of German Production to U.S. Facility: The Company made the
decision in the fourth quarter of 1999 to transfer production services for
IRI/GfK Retail from an external vendor in Germany to the Company's U.S.
headquarters facility in order to enhance its InfoScan offering in Germany and
to reduce future production costs. The transition of German production to the
U.S. facility began in the first quarter of 2000 and was completed in the first
quarter of 2002.

     Information Technology Assessment: During the fourth quarter of 2001, the
Company began a review of its information technology operations to assess
potential restructuring costs and benefits. The review includes initial
assessments of database design, transition planning and cost and savings
estimates. This review will be completed in the second quarter of 2002.


     The following tables reflect restructuring and other items incurred and
cash payments made during the first quarters of 2002 and 2001 (in thousands):


<TABLE>
<CAPTION>
                                                                             2002  ACTIVITY
                                            LIABILITY          --------------------------------------------
                                          (RECEIVABLE) AT                                      LIABILITY AT
                                         DECEMBER 31, 2001     PROVISION          CASH           NON-CASH          MARCH 31, 2002
                                         -----------------     ---------          ----           --------          --------------
<S>                                      <C>                   <C>               <C>           <C>                 <C>
RESTRUCTURING CHARGES
  Project Delta

    Termination benefits                     $   634           $  (240)          $  (254)          $--                $   140

    Discontinued activities                      265              --                  (4)           --                    261

  Transition of German production
    to U.S. facility                             592             1,131            (1,723)           --                   --

  Information technology assessment            1,413             4,401            (4,149)           --                  1,665

OTHER ITEMS                                   (1,036)             --               1,036            --                   --
                                             -------           -------           -------           ---                -------
                                             $ 1,868           $ 5,292           $(5,094)          $--                $ 2,066
                                             =======           =======           =======           ===                =======
</TABLE>



                                       11
<PAGE>
                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  2001 ACTIVITY
                                                                  ---------------------------------------------
                                                LIABILITY AT                                                          LIABILITY AT
                                              DECEMBER 31, 2000   PROVISION            CASH            NON-CASH      MARCH 31, 2001
                                              -----------------   ---------            ----            --------      --------------
<S>                                           <C>                 <C>                <C>               <C>           <C>
RESTRUCTURING CHARGES
  Project Delta

      Termination benefits                        $ 2,029          $    21           $(1,157)          $  --             $   893

      Disposition of excess office space             --                 17               (17)             --                --

      Discontinued activities                         541            1,021               (39)           (1,021)              502

      Other costs                                    --              1,176            (1,176)             --                --

  Transition of German production to
      U.S. facility                                  --              1,862            (1,513)             --                 349

                                                  -------          -------           -------           -------           -------
                                                  $ 2,570          $ 4,097           $(3,902)          $(1,021)          $ 1,744
                                                  =======          =======           =======           =======           =======
</TABLE>


     Termination Benefits: As of March 31, 2002, 397 employees had been
terminated under various Project Delta initiatives. The accrual balance
remaining as of March 31, 2002 represents the unpaid severance costs associated
with employees previously terminated.

     Disposition of Excess Office Space: The Company recorded $.02 million of
charges relating to lease buyouts in the first quarter of 2001 relating to
office space not currently utilized.

     Discontinued Activities: During 2000, it was determined that certain
equipment used in the Company's U.S. operations to collect retail information
would no longer be utilized after the second quarter of 2001. Accordingly, the
Company recognized a non-cash charge of $1.0 million in the first quarter of
2001 relating to accelerated depreciation on this equipment.

     Other Restructuring Costs: Other restructuring costs in the first quarter
of 2001 relate primarily to consulting fees paid to a third party for assistance
in the identification of process improvements and efficiencies within the U.S.
operations.

     Transition of German Production to U.S. Facility: During the first quarter
of 2002 and 2001, charges of approximately $1.1 million and $1.9 million,
respectively, were recorded related to the transition of German production to
the U.S. facility. These costs consist primarily of parallel processing and
temporary workforce expenses. The transition was completed in the first quarter
of 2002.


                                       12
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)

     Information Technology Assessment: 2002 costs relate primarily to
consulting fees paid to a third party in connection with the rearchitecture
project.

NOTE 10 - ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

     Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Under the
new rules, goodwill, the excess of the carrying value over the net book value of
investments accounted for using the equity method and intangible assets deemed
to have indefinite lives are no longer amortized but are subject to annual
impairment tests. Other intangible assets are amortized over their useful lives.

     Proforma results for the first quarter of 2001 are summarized below (in
thousands, except per share data):


<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                        MARCH 31,
                                                             ----------------------------
                                                                2002               2001
                                                                ----               ----
<S>                                                          <C>                 <C>
Reported net loss                                            $  (2,291)          $(2,475)
Add:
  Goodwill amortization                                           --                 138
  Amortization of Mosaic InfoForce, L.P. investment               --                  79
                                                             ---------           -------
  Adjusted net loss                                          $  (2,291)          $(2,258)
                                                             =========           =======

Basic and diluted earnings per share:
  Reported net loss                                          $    (.08)          $  (.09)
  Goodwill amortization and amortization of Mosaic
  InfoForce, L.P. investment                                      --                 .01
                                                             ---------           -------
  Adjusted net loss                                          $    (.08)          $  (.08)
                                                             =========           =======
</TABLE>


     The Company will perform the first of the required impairment tests of
goodwill during the second quarter of 2002, and has not yet determined what
effect, if any, these tests will have on the earnings and financial position of
the Company.


                                       13
<PAGE>



                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following narrative discusses the results of operations, liquidity and
capital resources for the Company on a consolidated basis. This section should
be read in conjunction with IRI's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained therein.

RESULTS OF OPERATIONS

     Operations: The Company's consolidated net loss was $2.3 million or $.08
per diluted share for the first quarter of 2002 compared to a consolidated net
loss of $2.5 million or $.09 per diluted share for the corresponding 2001
quarter. Excluding restructuring and other items, the Company recorded
consolidated net income of $1.0 million or $.03 per diluted share in the first
quarter of 2002 compared to net income of $0.4 million for the corresponding
2001 quarter.

     Consolidated revenues for the first quarter of 2002 were $133.1 million, a
decrease of 2% over the corresponding quarter in 2001. U.S. revenues were $100.0
million, a decrease of 3% compared to the prior year due to the overall economic
environment coupled with the lag effect of 2001 client losses that have not yet
been offset by 2001 client wins. International revenues of $33.1 million were
essentially unchanged from the prior year. Excluding foreign exchange effects,
international revenues increased 4% over the prior year reflecting revenue
growth in many of the Company's European markets.

     Consolidated costs of information services sold decreased 1% to $120.6
million for the three months ended March 31, 2002 compared to $122.3 million for
the first quarter of 2001. This decrease is primarily the result of lower
expenses in the areas of compensation and benefits due to lower U.S. headcount,
travel, office expenditures and technical consultants.

     Consolidated selling, general and administrative expenses decreased 19% to
$10.8 million for the three months ended March 31, 2002 compared to $13.3
million for the first quarter of 2001. The decrease relates primarily to lower
trade show expenses due to event timing and lower training and recruiting costs.

     Earnings before interest and taxes, excluding restructuring and other items
of $5.3 million, was $2.2 million for the first quarter of 2002 compared to $1.5
million in the prior year. This improvement is the result of lower expenses that
more than offset the decline in revenues in the first quarter of 2002.

     Restructuring and other charges are discussed below. Interest and other
expenses were $.4 million for the first quarter of 2002 compared to $1.4 million
in the prior year due to lower bank borrowings and decreased foreign exchange
losses in the first quarter of 2002.

     The Company adopted Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets" in the first quarter of 2002. Proforma
results for the first quarter of 2001, had the provisions of Statement No. 142
been applied, would have been a net loss of $2.3


                                       14
<PAGE>

                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.

million or $0.8 per diluted share compared to a reported net loss of $2.5
million or $.09 per diluted share. The Company will perform the first of the
required impairment tests of goodwill during the second quarter of 2002, and has
not yet determined what effect, if any, these tests will have on the earnings
and financial position of the Company.

     On May 1, 2001, Wal-Mart announced its decision, effective as of the
beginning of August 2001, to discontinue providing point-of-sale and related
data for its U.S. business to all third party data providers, including the
Company and ACNielsen. The Company has developed an alternative data solution
for its customers that replaces Wal-Mart sample-based point-of-sale scanner data
with the Company's consumer panel data. The Company began introducing its
solution, InfoScan Advantage, to clients in October 2001.

     While management believes InfoScan Advantage is the best available
substitute in the marketplace for Wal-Mart scanner point-of-sale data, it does
not provide the granularity of Wal-Mart point-of-sale data. IRI is continuing to
review and develop enhancements to this service that are targeted to improving
data accuracy and maximizing the value of the data. Although the Company's
InfoScan Advantage panel solution is still relatively new to the marketplace,
management believes that it is a reasonable substitute for the Wal-Mart scanner
data, particularly for the larger product categories on which IRI reports.
However, many of the Company's clients are continuing to evaluate IRI's InfoScan
Advantage solution. If, based on the level of acceptance, the marketplace does
not view the Company's solution as a reasonable substitute for Wal-Mart scanner
data, the Company's revenues and results of operations could be materially
impacted.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's current cash resources include its $6.0 million consolidated
cash balance and $14.3 million available under the Company's bank revolving
credit facility as of April 30, 2002. The Company anticipates that it will have
sufficient funds from these sources and internally generated funds from its U.S.
operations to satisfy its cash needs for the foreseeable future. The Company's
bank credit agreement contains covenants which restrict the Company's ability to
incur additional indebtedness.

FINANCINGS

     During April 2002, the Company reduced its amended bank revolving credit
facility to $35 million. All other terms and conditions of the credit facility
remain unchanged. Under the credit facility, the maximum commitment of funds
available for borrowings is limited by a defined borrowing base formula related
to eligible accounts receivable. The facility is secured by the Company's
assets.


                                       15
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.

     The financial covenants in the bank credit agreement, as well as in the
lease agreement for the Company's Chicago headquarters, require the Company to
maintain a minimum tangible net worth and to meet certain cash flow coverage and
leverage ratios. The agreements also limit the Company's ability to declare
dividends or make distributions to holders of capital stock, or redeem or
otherwise acquire shares of the Company. Approximately $1.0 million is currently
available for such distributions under the most restrictive of these covenants.
As of March 31, 2002, the Company was in compliance with all covenants.

     Cash Flow: Consolidated net cash provided by operating activities was $31.2
million for the three months ended March 31, 2002 compared to $37.0 million for
the same period in 2001. This decrease was primarily attributable to changes in
accounts receivable and accounts payable resulting from the timing of billings
and payments. Consolidated cash flow used in net investing activities was $38.1
million in the first quarter of 2002 compared to $39.9 million for the same
period in 2001. Investing activity in the first quarter of 2002 reflects higher
expenditures for data procurement primarily for causal data, and lower capital
expenditures. Net cash used before financing activities was $6.9 million for the
three months ended March 31, 2002 compared to $2.8 for the same period in 2001.
Consolidated cash flow used by net financing activities was $.5 million for the
three months ended March 31, 2002 compared to a provision of $0.9 million for
the same period in 2001. The Company borrowed an additional $.25 million under
its revolving line of credit in the first quarter of 2002 compared to $1.5
million in the prior year.

     Other Deferred Costs and Capital Expenditures: Consolidated deferred data
procurement expenditures were $34.7 million for the three months ended March 31,
2002 and $32.2 million for the same period in 2001. These expenditures are
amortized over a period of 28 months, which is the average number of months of
back-data provided to clients, and include payments to retailers for
point-of-sale data and other costs related to collecting, reviewing and
verifying other data (i.e., causal factors) which are an essential part of the
Company's database. Such expenditures were $21.0 million and $19.2 million for
the three month periods ended March 31, 2002 and 2001, respectively, for the
Company's U.S. services business and $13.7 million and $13.0 million,
respectively, for the Company's International services business.

     Consolidated capital expenditures were $2.7 million and $6.5 million for
the three months ended March 31, 2002 and 2001, respectively. Capital
expenditures for the Company's U.S. services business were $1.8 million and $5.0
million, while depreciation expense was $5.6 million and $6.2 million for the
three months ended March 31, 2002 and 2001, respectively. The decline in capital
expenditures is primarily due to the timing of projects. The Company's
International services capital expenditures were $0.9 million and $1.5 million
while depreciation expense was $1.1 million for each of the three month periods
ended March 31, 2002 and 2001.

     Consolidated capitalized software development costs, primarily in the U.S.,
were $0.7 million and $0.4 million for the three months ended March 31, 2002 and
2001, respectively.


                                       16
<PAGE>

                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.

     Impact of Inflation: Inflation has slowed in recent years, however the
Company's results of operations are impacted by rising prices given the labor
intensive nature of the business. To the extent permitted by competitive
conditions, the Company passes increased costs on to customers by adjusting
sales prices and, in the case of multi-year contracts, through consumer price
index provisions in such agreements.

RESTRUCTURING AND OTHER ITEMS

     Since 1999, the Company has undertaken three major initiatives as described
below resulting in incremental, one-time expenditures that have been classified
as restructuring expenses in the Statement of Operations.

     Project Delta: In the third quarter of 1999, the Company initiated a
comprehensive program named Project Delta. The objective of Project Delta was to
improve productivity and operating efficiencies to reduce the Company's ongoing
cost structure in its U.S. operations. The work outlined as part of Project
Delta was completed during the third quarter of 2001. A restructuring accrual
was established in 1999 to reflect certain of the outstanding obligations
related to 1999 restructuring charges. Certain restructuring costs were not
eligible for accrual in 1999 and were recorded during 2000 and 2001.

     Transition of German Production to U.S. Facility: The Company made the
decision in the fourth quarter of 1999 to transfer production services for
IRI/GfK Retail from an external vendor in Germany to the Company's U.S.
headquarters facility in order to enhance its InfoScan offering in Germany and
to reduce future production costs. The transition of German production to the
U.S. facility began in the first quarter of 2000 and was completed in the first
quarter of 2002.

     Information Technology Assessment: During the fourth quarter of 2001, the
Company began a review of its information technology operations to assess
potential restructuring costs and benefits. The review includes initial
assessments of database design, transition planning and cost and savings
estimates. This review will be completed in the second quarter of 2002.


                                       17
<PAGE>
                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.


     The following tables reflect restructuring and other items incurred and
cash payments made during the first quarters of 2002 and 2001 (in thousands):


<TABLE>
<CAPTION>
                                                                                2002 ACTIVITY
                                                                -------------------------------------------
                                             LIABILITY
                                           (RECEIVABLE) AT                                                          LIABILITY AT
                                          DECEMBER 31, 2001     PROVISION            CASH          NON-CASH        MARCH 31, 2002
                                          -----------------     ---------            ----          --------        --------------
<S>                                       <C>                   <C>                <C>             <C>             <C>
RESTRUCTURING CHARGES
  Project Delta

      Termination benefits                     $   634           $  (240)          $  (254)          $  --            $   140

      Discontinued activities                      265              --                  (4)             --                261

     Transition of German production
        to U.S. facility                           592             1,131            (1,723)             --               --

    Information technology assessment            1,413             4,401            (4,149)             --              1,665

OTHER ITEMS                                     (1,036)             --               1,036              --               --
                                               -------           -------           -------           -------          -------
                                               $ 1,868           $ 5,292           $(5,094)             --            $ 2,066
                                               =======           =======           =======           =======          =======
</TABLE>



<TABLE>
<CAPTION>
                                                                                     2001 ACTIVITY
                                                                        ----------------------------------------
                                                      LIABILITY AT                                                     LIABILITY AT
                                                    DECEMBER 31, 2000   PROVISION         CASH          NON-CASH      MARCH 31, 2001
                                                    -----------------   ---------         ----          --------      --------------
<S>                                                 <C>                 <C>              <C>            <C>           <C>
RESTRUCTURING CHARGES
  Project Delta

      Termination benefits                                $ 2,029        $    21         $(1,157)        $  --          $   893

      Disposition of excess office space                     --               17             (17)           --             --

      Discontinued activities                                 541          1,021             (39)         (1,021)           502

      Other costs                                            --            1,176          (1,176)           --             --

  Transition of German production to U.S. facility           --            1,862          (1,513)           --              349
                                                          -------        -------         -------         -------        -------
                                                          $ 2,570        $ 4,097         $(3,902)        $(1,021)       $ 1,744
                                                          =======        =======         =======         =======        =======
</TABLE>


     Termination Benefits: As of March 31, 2002, 397 employees had been
terminated under various Project Delta initiatives. The accrual balance
remaining as of March 31, 2002 represents the unpaid severance costs associated
with employees previously terminated.

     Disposition of Excess Office Space: The Company recorded $.02 million of
charges relating to lease buyouts in the first quarter of 2001 relating to
office space not currently utilized.


                                       18
<PAGE>

                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.

     Discontinued Activities: During 2000, it was determined that certain
equipment used in the Company's U.S. operations to collect retail information
would no longer be utilized after the second quarter of 2001. Accordingly, the
Company recognized a non-cash charge of $1.0 million in the first quarter of
2001 relating to accelerated depreciation on this equipment.

     Other Restructuring Costs: Other restructuring costs in the first quarter
of 2001 relate primarily to consulting fees paid to a third party for assistance
in the identification of process improvements and efficiencies within the U.S.
operations.

     Transition of German Production to U.S. Facility: During the first quarter
of 2002 and 2001, charges of approximately $1.1 million and $1.9 million,
respectively were recorded related to the transition of German production to the
U.S. facility. These costs consist primarily of parallel processing and
temporary workforce expenses. The transition was completed in the first quarter
of 2002.

     Information Technology Assessment: 2002 costs relate primarily to
consulting fees paid to a third party in connection with the rearchitecture
project.

     Future Restructuring Charges: The Company expects to incur additional costs
in the second quarter of 2002 of approximately $2.0 million to $2.5 million
relating to the review of the Company's information technology operations.
Restructuring charges for the information technology assessment will end during
the second quarter of 2002.



FORWARD LOOKING INFORMATION

     Certain matters discussed in this Quarterly Report on Form 10-Q are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated. These
risks and uncertainties are described in reports and other documents filed by
the Company with the Securities and Exchange Commission including the Company's
Annual Report on Form 10-K for the year 2001.


                                       19
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                                     PART II

                                OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits

        None



     b. Reports on Form 8-K.

        None.



                                       20
<PAGE>


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES


                                   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.




                                          INFORMATION RESOURCES, INC.
                                          ---------------------------
                                          (Registrant)





                                          /s/  ANDREW G. BALBIRER
                                          ------------------------
                                          Andrew G. Balbirer
                                          Executive Vice President
                                           and Chief Financial Officer
                                          (Authorized officer of Registrant and
                                          Principal Financial Officer)



                                          /s/   MARY K. SINCLAIR
                                          ------------------------
                                          Mary K. Sinclair
                                          Controller
May 14, 2002                              (Principal Accounting Officer)


                                       21