<PAGE>   1
                       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 June 30, 1999

[ ]    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
                                                           --------------

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------

                        Common, $.01 Par Value Per Share
                         Preferred Stock Purchase Rights


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 July 31, 1999 was 28,111,847.



<PAGE>   2




                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES

                                      INDEX


<TABLE>
<CAPTION>
                                                                           PAGE
                                                                          NUMBER
                                                                          ------
<S>                                                                       <C>
    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                      10





    PART II.     OTHER INFORMATION

    Item 6 - Exhibits and Reports Form 8-K                                 19

    Signatures                                                             20

</TABLE>



                                       2
<PAGE>   3

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


<TABLE>
<CAPTION>
ASSETS                                                                              JUNE 30, 1999             DECEMBER 31, 1998
------                                                                              -------------            -----------------
                                                                                     (UNAUDITED)
<S>                                                                                 <C>                      <C>
CURRENT ASSETS
     Cash and cash equivalents                                                        $   11,562                 $    11,149
     Accounts receivable, net                                                             95,928                      87,637
     Prepaid expenses and other                                                           11,776                       9,223
                                                                                       ---------                 -----------
          Total Current Assets                                                           119,266                     108,009
                                                                                       ---------                 -----------

     Property and equipment, at cost                                                     189,960                     177,443
     Accumulated depreciation                                                           (109,479)                    (97,940)
                                                                                       ---------                 -----------
          Net property and equipment                                                      80,481                      79,503

     Investments                                                                          10,210                       9,792

     Other assets                                                                        174,572                     171,989
                                                                                       ---------                 -----------
                                                                                       $ 384,529                 $   369,293
                                                                                       =========                 ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current maturities of capitalized leases                                          $     445                 $       521
     Accounts payable                                                                     38,400                      43,640
     Accrued compensation and benefits                                                    21,407                      20,925
     Accrued property, payroll and other taxes                                             5,643                       4,486
     Accrued expenses                                                                     14,036                      11,287
     Deferred revenue                                                                     33,240                      21,940
                                                                                       ---------                 -----------
          Total Current Liabilities                                                      113,171                     102,799
                                                                                       ---------                 -----------

     Long-term debt                                                                       12,534                       4,575
     Deferred income taxes, net                                                           13,880                      14,017
     Other liabilities                                                                    10,519                       9,450

STOCKHOLDERS' EQUITY
     Preferred stock-authorized, 1,000,000 shares,
          $.01 par value; none issued                                                       --                            --
     Common stock - authorized 60,000,000 shares,
          $.01 par value, 28,111,847 and
          27,867,884 shares issued and
          outstanding, respectively                                                          281                         279
     Capital in excess of par value                                                      190,640                     190,701
     Retained earnings                                                                    49,995                      49,778
     Accumulated other comprehensive loss                                                 (6,491)                     (2,306)
                                                                                       ---------                 -----------
          Total Stockholders' Equity                                                     234,425                     238,452
                                                                                       ---------                 -----------
                                                                                       $ 384,529                 $   369,293
                                                                                       =========                 ===========
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       3
<PAGE>   4


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



<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED          SIX MONTHS ENDED
                                                      ----------------------    ----------------------
                                                            JUNE 30                     JUNE 30
                                                      ----------------------    ----------------------
                                                        1999         1998         1999         1998
                                                      ---------    ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>          <C>
Information services revenues                         $ 137,847    $ 129,392    $ 269,592    $ 248,582
Costs and expenses:
   Information services sold                           (124,318)    (112,039)    (245,049)    (216,408)
   Selling, general and administrative expenses         (13,135)     (11,436)     (25,923)     (22,971)
                                                      ---------    ---------    ---------    ---------
                                                       (137,453)    (123,475)    (270,972)    (239,379)
                                                      ---------    ---------    ---------    ---------

Operating profit (loss)                                     394        5,917       (1,380)       9,203

Interest expense and other, net                            (424)         (45)        (590)        (210)

Equity in earnings (losses) of affiliated companies         (98)         220           96          294

Minority interests benefit (expense)                      1,100         (251)       2,285         (136)
                                                      ---------    ---------    ---------    ---------

Earnings before income taxes                                972        5,841          411        9,151

Income tax expense                                         (504)      (2,400)        (194)      (3,800)
                                                      ---------    ---------    ---------    ---------

Net earnings                                          $     468    $   3,441    $     217    $   5,351
                                                      =========    =========    =========    =========

Net earnings per common share - basic                 $     .02    $     .12    $     .01    $     .19
                                                      =========    =========    =========    =========

Net earnings per common and
 common equivalent share - diluted                    $     .02    $     .12    $     .01    $     .18
                                                      =========    =========    =========    =========

Weighted average common shares - basic                   28,080       28,860       27,973       28,766
                                                      =========    =========    =========    =========

Weighted average common and
  common equivalent shares - diluted                     28,098       29,839       27,990       29,393
                                                      =========    =========    =========    =========
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>   5


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



<TABLE>
<CAPTION>
                                                                                   SIX MONTHS ENDED
                                                                                  --------------------
                                                                                        JUNE 30
                                                                                  --------------------
                                                                                   1999         1998
                                                                                  --------    --------
<S>                                                                               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                                      $    217    $  5,351
Adjustments to reconcile net earnings to net cash provided by
   operating activities:
     Amortization of deferred data procurement costs                                59,193      55,500
     Depreciation                                                                   13,014      11,244
     Amortization of capitalized software costs and intangibles                      3,225       2,916
     Deferred income tax expense                                                       194       3,800
     Equity in earnings of affiliated companies and minority interests              (2,381)       (158)
     Other                                                                            (857)       (429)
     Change in assets and liabilities:
       Increase in accounts receivable, net                                         (8,405)     (3,507)
       Decrease (increase) in other current assets                                  (2,552)        108
       Decrease in accounts payable and accrued liabilities                           (851)     (3,837)
       Increase in deferred revenue                                                 11,300       8,963
       Other, net                                                                    1,847      (2,159)
                                                                                  --------    --------
           Total adjustments                                                        73,727      72,441
                                                                                  --------    --------
             Net cash provided by operating activities                              73,944      77,792

CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred data procurement costs                                                    (64,476)    (58,672)
Purchase of property, equipment and software                                       (15,053)    (17,587)
Capitalized software costs                                                          (3,454)     (4,763)
Other, net                                                                           2,890          98
                                                                                  --------    --------
             Net cash used in investing activities                                 (80,093)    (80,924)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)                                                          7,961        (752)
Purchases of Common Stock                                                              (95)     (5,424)
Proceeds from exercise of stock options and other                                      (92)      4,794
                                                                                  --------    --------
             Net cash provided (used) by financing activities                        7,774      (1,382)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             (1,212)       (157)
                                                                                  --------    --------

             Net increase (decrease) in cash and cash equivalents                      413      (4,671)

  Cash and cash equivalents at beginning of period                                  11,149      20,925
                                                                                  --------    --------

  Cash and cash equivalents at end of period                                      $ 11,562    $ 16,254
                                                                                  ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       5
<PAGE>   6


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



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of presentation: The accompanying condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements included in Information Resources, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1998. The condensed consolidated
financial information furnished herein reflects all adjustments (consisting of
normal recurring accruals) which are, in the opinion of management, necessary
for a fair presentation of the condensed consolidated financial statements for
the periods shown.

         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 and
exercises significant influence over operating and financial policies. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

         Earnings per Common and Common Equivalent Share: Net earnings per share
is based upon the weighted average number of shares of common stock outstanding
during each period. Net earnings 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.


NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

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


<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED
                                      ----------------
                                          JUNE 30
                                      ----------------
                                       1999     1998
                                      ------   -------
                       <S>            <C>     <C>
                       Interest       $ 622   $ 557
                       Income taxes     229     (78)

</TABLE>




                                       6
<PAGE>   7


                  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>
                                      JUNE 30, 1999        DECEMBER 31, 1998
                                      -------------        -----------------
<S>                                   <C>                  <C>
Billed                                  $  76,776             $  71,141
Unbilled                                   23,376                21,258
                                        ---------             ---------
                                          100,152                92,399
Reserve for accounts receivable            (4,224)               (4,762)
                                        ---------             ---------
                                        $  95,928             $  87,637
                                        =========             =========
</TABLE>

NOTE 4 - OTHER ASSETS

Other assets were as follows (in thousands):


<TABLE>
<CAPTION>
                                                         JUNE 30, 1999     DECEMBER 31, 1998
                                                         -------------     -----------------
<S>                                                      <C>               <C>
     Deferred data procurement costs -
          net of accumulated amortization of
          of $134,590 in 1999 and $123,440 in 1998           $139,460         $138,356

     Intangible assets, including goodwill -
          net of accumulated amortization of
          $15,011 in 1999 and $13,616 in 1998                  17,216           18,610

     Capitalized software costs - net of
          accumulated amortization of $4,528
          in 1999 and $3,701 in 1998                           11,549            9,876

     Other                                                      6,347            5,147
                                                             --------         --------

                                                             $174,572         $171,989
                                                             ========         ========
</TABLE>



                                       7
<PAGE>   8
                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONT'D.
                                   (UNAUDITED)


     NOTE 5 - LONG TERM DEBT

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


<TABLE>
<CAPTION>
                                        JUNE 30, 1999   DECEMBER 31, 1998
                                        -------------   -----------------
<S>                                     <C>            <C>
Bank borrowings                           $ 11,750           $  3,000
Capitalized leases and other                 1,229              2,096
                                          --------           --------
                                            12,979              5,096
Less current maturities                       (445)              (521)
                                          --------           --------
                                          $ 12,534           $  4,575
                                          ========           ========
</TABLE>


         On February 10, 1999 the Company amended its existing $75 million bank
revolving credit facility to (1) reduce the maximum commitments to $60 million,
(2) extend the termination date to 2002, and (3) amend certain financial
covenants and other terms and conditions of the agreement. The amended facility
has floating rate options at or below prime and commitment fees of up to .25%
payable on the unused portion.

         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 $22.3 million is
currently available for such distributions under the most restrictive of these
covenants. The bank credit agreement also contains covenants which restrict the
Company's ability to incur additional indebtedness.

NOTE 6 - COMPREHENSIVE INCOME (LOSS)

         The comprehensive income (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 income (loss) for the three and
six months ended June 30, 1999 and 1998 were as follows (in thousands):


<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED       SIX MONTHS ENDED
                                                           ------------------       ----------------
                                                                 JUNE 30                JUNE 30
                                                           ------------------       ----------------
                                                             1999        1998       1999       1998
                                                           ------------------       ----------------
<S>                                                         <C>        <C>        <C>        <C>
Net earnings                                                $   468    $ 3,441    $   217    $ 5,351
Foreign currency translation
   adjustment                                                  (909)      (708)    (4,185)    (1,573)
                                                            -------    -------    -------    -------

Comprehensive income (loss)                                 ($  441)   $ 2,733    ($3,968)   $ 3,778
                                                            =======    =======    =======    =======
</TABLE>



                                       8
<PAGE>   9


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


NOTE 7 - 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 approximately 1% of consolidated revenues. The executive
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.

         The following table and discussion present certain information
regarding the operations of the Company by geographic segment as of June 30,
1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED          SIX MONTHS ENDED
                                                 ----------------------    ----------------------
                                                       JUNE 30                    JUNE 30
                                                 ----------------------    ----------------------
                                                   1999         1998         1999         1998
                                                 ---------    ---------    ---------    ---------
<S>                                              <C>          <C>          <C>          <C>
Revenues:
  U.S. Services                                  $ 105,629    $  99,371    $ 207,953    $ 193,943
  International Services                            32,218       30,021       61,639       54,639
                                                 ---------    ---------    ---------    ---------
    Total                                        $ 137,847    $ 129,392    $ 269,592    $ 248,582
                                                 =========    =========    =========    =========

Operating Results:
  U.S. Services                                  $   7,021    $  11,536    $  12,243    $  21,087
  International Services:
    Operating loss                                  (4,169)      (3,973)      (9,211)      (8,961)
    Equity in earnings (losses) of
         affiliated companies                          (98)         220           96          294
    Minority interest benefit (expense)              1,100         (251)       2,285         (136)
                                                 ---------    ---------    ---------    ---------
      Subtotal--International Services              (3,167)      (4,004)      (6,830)      (8,803)

  Corporate and other expenses                      (2,458)      (1,646)      (4,412)      (2,923)
                                                 ---------    ---------    ---------    ---------

    Operating Results                                1,396        5,886        1,001        9,361


Interest expense and other, net                       (424)         (45)        (590)        (210)
                                                 ---------    ---------    ---------    ---------
         Earnings before income taxes            $     972    $   5,841    $     411    $   9,151
                                                 =========    =========    =========    =========
</TABLE>




                                        9
<PAGE>   10



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


RESULTS OF OPERATIONS

         Operations: The Company's consolidated net earnings were $0.5 million
or $.02 per diluted share for the second quarter of 1999 compared to
consolidated net earnings of $3.4 million or $.12 per diluted share for the
corresponding 1998 quarter. The Company's consolidated net earnings were $0.2
million or $.01 per diluted share for the six months ended June 30, 1999
compared to consolidated net earnings of $5.4 million or $.18 per diluted share
for the corresponding 1998 period. Consolidated revenues for the quarter ended
June 30, 1999 were $137.8 million, an increase of 7% over the corresponding
quarter in 1998. This increase was the result of revenue growth of $6.3 million
in the U.S. services business and a $2.2 million increase in international
revenues. Consolidated revenues were $269.6 million for the six months ended
June 30, 1999, an increase of 8% over the corresponding period of 1998. This
increase was the result of revenue growth of $14.0 million in the U.S. services
business and a $7.0 million increase in international revenues.

         Consolidated costs of information services sold increased 11% to $124.3
million for the three months ended June 30, 1999 compared to costs of $112.0
million for the second quarter of 1998. The major components of the 1999
increase included a $5.1 million increase in compensation expense resulting from
higher employee costs in the U.S. and growing European operations, and costs
related to increased data collection efforts and household panel expansion.
Consolidated costs of information services sold increased 13% to $245.0 million
for the six months ended June 30, 1999. Major components of the 1999 increase
included a $12.0 million increase in compensation expense resulting from higher
employee costs in the U.S. and growing European operations, and costs related to
increased data collection efforts resulting from the Company's expanded
convenience store and household panel operations. The Company is currently
developing a program which is intended to improve productivity and operating
efficiencies, and result in a reduction of its on-going cost structure.

         Consolidated selling, general and administrative expenses increased 15%
to $13.1 million for the three months ended June 30, 1999 and 13% to $25.9
million for the six months ended June 30, 1999. These increases were primarily
associated with employee-related costs related to the reorganization and
transformation of the Company's U.S. sales, marketing and other operating
functions, and higher legal costs in the U.S. The increased legal costs related
to the Company's anti-trust lawsuit against the Dun and Bradstreet Corporation,
ACNielsen Company and IMS International, Inc. The case is currently in the
discovery and deposition phase, and the Company anticipates that it will
continue to incur a high level of legal expenses as the case continues to
progress toward trial.

         For all periods presented, the Company's effective income tax rate is
greater than the U.S. Federal statutory rate due to certain unbenefitted foreign
losses, goodwill amortization and other nondeductible expenses.



                                       10
<PAGE>   11


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


         In the second quarter of 1999, revenues from the Company's U.S.
services business were $105.6 million, an increase of 6% over the corresponding
1998 quarter. For the six months ended June 30, 1999, revenues from the
Company's U.S. services business were $208.0 million, an increase of 7% over the
first half of 1998. These revenue increases were due primarily to the increased
sales of the Company's product tracking services including its retailer specific
and all-store (i.e. Census) databases. Operating Results for the Company's U.S.
services business were $7.0 million in the second quarter of 1999 versus $11.5
million in the second quarter of 1998. Operating Results for the Company's U.S.
services business were $12.2 million for the six months ended June 30, 1999
compared to $21.1 million for the corresponding 1998 period. The U.S. operating
margins were negatively affected by higher employee costs, Year 2000 costs and
increased data collection expenses related to the Company's expanded convenience
store and household panel operations.

         Second quarter 1999 revenues from the Company's International services
business, primarily from Europe, were $32.2 million, an increase of 7% over the
corresponding 1998 quarter. International services revenues were $61.6 million
for the six months ended June 30, 1999, an increase of 13% over the
corresponding 1998 period. These increases reflect continued strong growth in
each of the major European businesses, offset somewhat by the effect of weaker
Euro-currencies against the dollar. Excluding foreign exchange effects, European
revenues for 1999 increased 12% over the second quarter of 1998 and 16% over the
first half of 1998. Operating Results for the International service business
were a ($3.2) million loss for the second quarter of 1999, a 21% improvement
compared to the ($4.0) million loss in the corresponding 1998 quarter. Operating
Results for the International services business were a ($6.8) million loss for
the six months ended June 30, 1999, a 22% improvement compared to the ($8.8)
million loss for the corresponding 1998 period. These improvements were largely
due to continued revenue growth, partially offset by incremental costs
associated with the launch of the Company's InfoScan service in Spain.

         Corporate and other expenses increased for the three and six months
ended June 30, 1999 due to higher legal costs, primarily attributable to the
Company's anti-trust litigation.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's current cash resources include its $11.6 million
consolidated cash balance and $48.2 million available under the Company's bank
revolving credit facility. 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.






                                       11
<PAGE>   12


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


         Financings: On February 10, 1999 the Company amended its existing $75
million bank revolving credit facility to (1) reduce the maximum commitments to
$60 million, (2) extend the termination date to 2002, and (3) amend certain
financial covenants and other terms and conditions of the agreement. The amended
facility has floating rate options at or below prime and commitment fees of up
to .25% payable on the unused portion.

         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 $22.3 million is
currently available for such distributions under the most restrictive of these
covenants. The bank credit agreement also contains covenants which restrict the
Company's ability to incur additional indebtedness.

         Cash Flow: Consolidated net cash provided by operating activities was
$73.9 million for the six months ended June 30, 1999 compared to $77.8 million
for the same period in 1998. This reduction was primarily attributable to lower
earnings. Consolidated cash flow used in net investing activities was ($80.1)
million in 1999 compared to ($80.9) million for the same period in 1998.
Investing activities in 1999 reflect higher expenditures for data procurement
primarily related to the release of retailer specific data in certain European
countries. Net cash used before financing activities was ($6.1) million for the
six months ended June 30, 1999 compared to ($3.1) for the same period in 1998.
Consolidated cash flow provided (used) by net financing activities reflects
borrowings of $8.8 million under its revolving line of credit in 1999. Financing
activities include $0.1 million and $5.4 million of purchases of the Company's
common stock for the six months ended June 30, 1999 and 1998, respectively.

         Other Deferred Costs and Capital Expenditures: Consolidated deferred
data procurement expenditures were $64.5 million for the six months ended June
30, 1999 and $58.7 million for the same period in 1998. These expenditures are
amortized over a period of 28 months and include payments and services to
retailers for point-of-sale data and other costs related to collecting,
reviewing and verifying panel, causal and other data which are an essential part
of the Company's database. Such expenditures were $40.2 million and $37.8
million for the periods ended June 30, 1999 and 1998, respectively, for the
Company's U.S. services business and $24.3 million and $20.9 million,
respectively, for the Company's International services business.

         Consolidated capital expenditures were $15.1 million and $17.6 million
for the six months ended June 30, 1999 and 1998, respectively. Capital
expenditures for the Company's U.S. services business were $13.0 million and
$15.0 million, while depreciation expense was $10.7 million and $8.9 million for
the six months ended June 30, 1999 and 1998, respectively. The Company's
International services business capital expenditures were $2.1 million and $2.6
million while depreciation expense was $2.3 million and $2.3 million, for the
six months ended June 30, 1999 and 1998, respectively.



                                       12
<PAGE>   13


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



         Consolidated capitalized software development costs, primarily in the
U.S., were $3.5 million and $4.8 million for the six months ended June 30, 1999
and 1998, respectively.

         Common Stock Purchase Plan: In November 1997 the Company's Board of
Directors approved a plan to purchase up to two million shares of the Company's
common stock from time to time in the open market. Purchases under the plan are
subject to a number of considerations including the market price of the
Company's common stock and general market conditions. As of June 30, 1999, the
Company had purchased and retired 1,947,900 shares under the plan at an average
cost of $12.29 per share. During the first half of 1999, the Company purchased
86,100 shares at an average cost of $8.54 per share.

         NOL Carryforwards: As of December 31, 1998, the Company had cumulative
U.S. Federal net operating loss ("NOL") carryforwards of approximately $67.9
million that expire primarily in 2009 and 2011. Certain of these carryforwards
have not been examined by the Internal Revenue Service and, therefore, are
subject to adjustment. At December 31, 1998, the Company also had general
business tax credit carryforwards of approximately $9.6 million which expire
primarily between 1999 and 2012, and are available to reduce future Federal
income tax liabilities.

         Impact of Inflation: Inflation has slowed in recent years and is
currently not an important determinant of the Company's results of operations.
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.

YEAR 2000 ISSUES

         Background: Many systems (including computers, software and other
equipment) include programming code in which calendar year data is abbreviated
to only two digits. As a result of this design decision, some of these systems
could fail to operate or to produce correct results if "00" is interpreted to
mean "1900". For the Company, such failures would cause disruptions of
operations including, among other things, a temporary inability to obtain data
from retailers, process transactions, communicate information to tracking
service clients, send invoices or engage in normal business activities.



                                       13
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                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONT'D.


         In 1996 and 1997, various internal review teams within the Company
began addressing the Year 2000 issue in their respective areas. In early 1998, a
steering committee was established to represent all operating, administrative
and finance areas of the Company to direct the process of identifying, assessing
and resolving significant Year 2000 issues in a timely manner. The process
includes development of remediation plans, where necessary, as they relate to
internally used software, commercial software applications licensed to clients,
computer hardware and the use of computer applications in the Company's data
warehouse operations. In addition, the Company is engaged in assessing the Year
2000 issue with third parties including significant suppliers, such as data
vendors and tracking service clients. Executive management is represented on the
steering committee and monitors the status of the Company's Year 2000 plans. In
addition, management reports the status of the Year 2000 project to the Board of
Directors.

         The operations of office and facilities equipment, such as fax
machines, photocopiers, telephone switches, security systems, elevators and
other common devices may also be affected by the Year 2000. The Company's
current assessment of the potential effect of the Year 2000 issues on its office
and facilities equipment is considered to be minimal, in terms of risk and
incremental cost of remediation.

         Risks: The Company has identified potential Year 2000 risks in the
following four categories:

(1) reliance upon third party retailers in the U.S. and Europe for data for use
    in its InfoScan tracking services;
(2) processing of data by the various computer applications in its Wood Dale,
    Illinois facilities;
(3) commercial software products and applications produced and/or marketed by
    the Company; and
(4) Company data interfaces with client developed applications.

         Third Party Retailers: The Company has identified and contacted, using
surveys, all of its retailers in the U.S. and Europe to determine the extent to
which the Company's interface systems are vulnerable to those third parties'
failure to remedy their own Year 2000 issues. To the extent that retailer
responses to Year 2000 readiness surveys were unsatisfactory, the Company is
following up to assess whether all critical retailers are Year 2000 compliant.
It is expected that full certification of Year 2000 compliance for all key
suppliers of tracking data to the Company will be completed during the fourth
quarter of 1999. The Company is also investigating alternative sources or
methodologies to provide the Company with reasonable assurance of source
retailer data should a key U.S. or European retailer encounter unforeseen
difficulties during early 2000.



                                       14
<PAGE>   15


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


         Wood Dale Computer Applications: The Company has reviewed its
information and operational systems used to process data in its InfoScan
tracking services in order to identify those systems that are not Year 2000
compliant. The Company has determined that its InfoScan tracking service is
largely Year 2000 compliant due to the Company's main feature of programming
design which accounts for data by "weeks" as opposed to calendar dates. However,
the Company has identified certain systems which might be negatively impacted by
Year 2000. Appropriate remediation efforts are underway to address these issues.
In addition, the Company has built and is currently utilizing a Year 2000 test
environment to assess compliance on programs affecting major services to
clients. The Company estimates that remediation and testing for major services
to clients will be completed by the third quarter of 1999.

         Commercial Software Products and Applications: During 1997, the Company
began an internal review of each of its software products which it intends to
maintain through the Year 2000. Based upon this assessment, the Company
concluded that its standard policy of regular software maintenance, upgrades and
lifecycle evaluation will provide adequate assurance that the Company's current
portfolio of software products will be Year 2000 compliant during the second
half of 1999. In 1998, the Company began the process of identifying and
contacting clients and former clients in both the U.S. and Europe for whom the
Company previously developed custom applications. These investigations have
determined the extent to which custom applications developed by the Company
require Year 2000 remediation and whether the Company will provide software
consulting services in order to assist these clients and former clients in such
remediation. The Company believes it has completed the identification of all
material custom application issues and that its outstanding obligations for
remediation are not significant.

         Data Interfaces with Client Applications: As part of its ongoing
services, the Company has assigned each of its client service teams to identify
and coordinate the resolution of potential Year 2000 issues resulting from
Company interfaces with client applications, including any custom applications
developed by clients. However, management believes that it may not be possible
for it to determine with complete certainty that Year 2000 issues affecting
client applications can be identified or corrected due to the complexity of
these applications and the fact that these systems interact and operate with
computer systems which are not under the Company's control. Consequently, the
Company is unable to estimate a timetable for remediation and any related costs,
as the decision to allow the Company to conduct such investigations on a timely
basis resides with each client.




                                       15
<PAGE>   16


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



         Costs: The Company uses both internal and external resources in the
assessment and remediation of Year 2000 issues and believes these resources will
provide adequate support for such resolution. While the costs of external
resources are quantifiable, the costs of internal resources who deal with data
vendors and tracking service and software clients on a daily basis on a variety
of subjects, including Year 2000 issues, are difficult for the Company to
estimate. Accordingly, costs included in the Company's disclosures are subject
to uncertainty with respect to internal personnel. The Company currently
estimates that the combined 1998 and 1999 internal and external Year 2000
project costs will range from $10 million to $12 million and will be funded
through operating cash flow. To date, the Company estimates that approximately
$4 million has been spent and expensed. Of the remaining $6 million to $8
million the Company expects to spend, up to approximately $4 million may be
capitalized for new systems and equipment.

         Most Likely Consequences of Year 2000 Problems: The Company expects to
identify and resolve all Year 2000 issues that could materially adversely affect
its business operations. However, management believes that it may not be
possible for it to determine with complete certainty that all Year 2000 issues
affecting the Company will be identified or corrected on a timely basis. The
number of devices that could be affected and the interactions among these
devices are innumerable. In addition, accurate predictions of the extent of Year
2000 problem-related failures or the severity, duration, or financial
consequences of these failures, cannot be made. As a result, management expects
that the Company could potentially suffer the following consequences:

         1. A significant number of operational inconveniences, inefficiencies,
and temporary disruptions in service for the Company, its retailers and its
clients may divert management's time and attention and financial and human
resources from their ordinary business activities; and

         2. A lesser number of serious system failures may require significant
efforts by the Company, its retailers or its clients to prevent or alleviate
material business disruptions.

         Contingency Plans: The Company is currently developing contingency
plans to be implemented as part of its efforts to identify and correct Year 2000
issues affecting its internal systems. This is an ongoing process of which the
bulk of the contingency plans will be completed in the third quarter of 1999.
Depending on the systems affected, these plans could include accelerated
replacement of affected equipment or software, short to medium-term use of
backup equipment and software, or use of contract personnel to correct on an
accelerated schedule any Year 2000 issues that arise or to provide manual
workarounds for information systems, and similar approaches. If the Company
actually is required to implement any of these contingency plans, it could have
a material effect on the Company's financial condition and results of
operations. However, based on the activities described above, the Company does
not believe that the Year 2000 issues will have a material adverse effect on the
Company's business or results of operations.



                                       16
<PAGE>   17


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


         Disclaimer: The discussion of the Company's efforts, and management's
expectations, relating to Year 2000 compliance are forward-looking statements.
The Company's ability to achieve Year 2000 compliance and the level of
incremental costs associated therewith, could be adversely impacted by, among
other things, the availability and cost of programming and testing resources,
retailers' and vendors' ability to modify proprietary software, and
unanticipated problems subsequently identified in the ongoing compliance review.

EUROPEAN CURRENCY CONVERSION ISSUES

         In accordance with the 1992 treaty of the European Union, on January 1,
1999, a new single European currency, the "euro", became legal tender, which
will replace the sovereign currencies ("legacy currencies") of the eleven
initial members of the European Union ("participating countries"). On this date,
fixed conversion rates between the euro and the legacy currencies in those
particular countries were established. During the transition period, which ends
on January 1, 2002, the entities within participating countries have the option
of accounting for their transactions in either euros or their legacy currencies.
Euros are currently available for non-cash transactions only; euro bills and
coins will be available for cash transactions at the conclusion of the
transition period. No later than July 1, 2002, the participating countries will
withdraw their legacy currencies from circulation and they will cease to be
legal tender. Participating countries have ceded certain aspects of their
monetary policy authority, including money supply and official interest rates
for the euro, to the European Central Bank.

         As the Company has operations in several of the participating
countries, it will be affected by issues surrounding the introduction of and
transition to the euro. The Company's European Executive Committee ("the
Committee") is charged with formulating and executing all aspects of the
Company's response concerning the conversion to the euro.

         The Committee is currently investigating the impact of the euro on all
computer systems that affect the Company. Specific systems concerns include the
ability to provide its clients InfoScan services in euros and to pay bills, to
receive payments, to invoice and to provide pricing in euros. The Company
expects all systems issues to be resolved by the conclusion of the transition
period and accordingly, anticipates no significant interruptions in its business
operations.

         During the transition period, the Company's clients have the right to
settle transactions in either the euro or legacy currencies. The Company may
also be affected by other economic, legal, political, and social factors
relating to the transition to the euro. The Company may also be impacted by: the
ability of the banking systems to function smoothly during and after the
transition period; the monetary policy as set by the European Central Bank; the
interpretation of the Company's contracts and tax laws, regulations and treaties
within the European Union, United States and the World Trade Organization; and
by additional macroeconomic and other factors beyond the Company's control.




                                       17
<PAGE>   18


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


FORWARD LOOKING INFORMATION

         Certain matters discussed above are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those anticipated, including customer renewals of service
contracts, the timing of significant new customer engagements, the success of
transforming its domestic operations, competitive conditions, the success of
implementing cost containment initiatives, changes in client spending for the
non-contractual services the Company offers, the release of chain-specific data
by European retailers, foreign currency exchange rates, Year 2000 and European
currency conversion issues and other factors beyond the Company's control. These
risks and uncertainties are described in reports and other documents filed by
the Company with the Securities and Exchange Commission.






                                       18
<PAGE>   19


                  INFORMATION RESOURCES, INC. AND SUBSIDIARIES
                                    PART II

                               OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

  a.  Exhibits

      Exhibit No.    Description of Exhibit                                 Page
      -----------    ----------------------                                 ----

         10.(kk)    Employment agreement dated April 30, 1999 between the
                    Company And Joseph P. Durrett.                            EF

         10.(ll)    Restricted stock agreement dated April 30, 1999
                    between the Company and Joseph P. Durrett.                EF

         10.(mm)    Employment agreement dated May 28, 1999 between the
                    Company And Rick Kurz.                                    EF

         27         Financial Data Schedule (filed herewith).                 EF

  b.  Reports on Form 8-K.

      None.


                                       19
<PAGE>   20


                  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/ Gary M. Hill
                                           ---------------------------------
                                           Gary M. Hill
                                           Executive Vice President
                                            and Chief Financial Officer
                                           (Authorized officer of Registrant and
                                           Principal Financial Officer)






                                           /s/ Sheri L. Huston
                                           ---------------------------------
                                           Sheri L. Huston
                                           Senior Vice President
                                            and Controller
                                           (Principal Accounting Officer)



August 16, 1999



                                       20