8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2009

infoGROUP Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-34298
(Commission File Number) 47-0751545
(IRS Employer Identification No.)

5711 South 86^th Circle
Omaha, Nebraska
(Address of principal executive offices)
68127
(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

     In connection with meetings to be held from time to time by the chief executive officer and other members of the senior management team of infoGROUP Inc. (the “Company”) with investors, stockholders, analysts and others in the investment community, the Company management team intends to present the presentation slides furnished hereto as Exhibit 99.1, in whole or in part and with immaterial modifications.

     The information contained in the presentation slides is summary information that is intended to be read and considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make, by press release or otherwise, from time to time.

     The statements in the presentation slides, other than historical data and information, constitute forward looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, but are not limited to, recent changes in senior management, responding to and cooperating with the ongoing SEC investigation, indemnification obligations to current and former directors and officers, the successful integration of recent and future acquisitions, fluctuations in operating results, failure to successfully implement our Internet strategy or to grow our Internet revenue, effects of leverage, conditions in the credit markets, changes in technology, changes in laws related to data privacy, a failure of database integrity, loss of a key business asset and increased competition. More information about potential factors that could affect the Company’s business and financial results is included in the Company’s periodic filings with the Securities and Exchange Commission, including in its annual report on Form 10-K for the fiscal year ended December 31, 2008 and subsequent quarterly reports on Form 10-Q.

     In addition to disclosing in the presentation slides financial information determined in accordance with generally accepted accounting principles, or GAAP, the Company also discloses the following non-GAAP measures: (1) all historical financial results adjusted to exclude Macro International (2) earnings before interest expense, income taxes and depreciation and amortization, or EBITDA, (3) adjusted EBITDA excluding the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement, and the SEC investigation, restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense and (3) adjusted earnings (loss) per share excluding the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement and the SEC investigation, restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense. Management believes EBITDA provides useful supplemental information to management and investors because management uses this information internally for evaluating the aggregate performance of the Company’s operating businesses. In addition, EBITDA is commonly used as an analytical indicator within infoGROUP’s industry and is a component of the Company’s financial covenant calculations under its credit facilities, subject to certain adjustments. Additionally, management excludes the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement and the SEC investigation and the restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense because such items resulted from events that are non-recurring and are not part of on-going operations. Management believes that adjusted earnings per share and adjusted EBITDA provide useful supplemental information to management and investors because they better reflect the Company’s on-going performance and business operations during the periods presented and are more useful to investors for comparative purposes.

     All companies do not calculate EBITDA in the same manner and the Company’s presentation may not be comparable to those presented by other companies. Reconciliation of EBITDA to net income, and reconciliation of other non-GAAP measures to the applicable GAAP measure, have been included in the presentation slides. EBITDA should not be viewed as a substitute for, or superior to, net income or other data prepared in accordance with GAAP as measures of the Company’s profitability or liquidity.

     The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished pursuant to Item 7.01:

Exhibit No.	Description
99.1	Presentation slides.

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 hereunto duly authorized.

infoGROUP Inc.
By:	/s/ Thomas J. McCusker
	Thomas J. McCusker
	Secretary and Executive Vice President for Business Conduct and General Counsel

Date: June 2, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation slides.

EX-99.1

Exhibit 99.1

Rating Agency Presentation May 2009 Stephens Conference June 2-3, 2009

Corporate Overview infoGROUP is the leading provider of data driven and interactive resources that enables targeted sales, effective marketing and insightful research solutions.

Unparalleled Marketing and Sales Resources 4 million global customers have used infoGROUP's databases and services Only company to own a proprietary database of 205 million consumers and over 15.5 million U.S. and international businesses - all under one roof Powers the directory services of the top Internet traffic generating sites Digital and interactive footprint

Company Dynamics as of 3/31/09 Excluding Macro International 53% Revenue Share DATA GROUP SERVICES GROUP MARKET RESEARCH GROUP 28% Revenue Share 19% Revenue Share Provides sales leads and mailing lists to salespeople, small office/home offices, entrepreneurs, small and medium businesses and Fortune 2000 corporations for their sales and marketing efforts. These proprietary databases: Power the top 5 Internet search providers. Our points of interest are used on 90% of in-car navigation systems in North America. Provides customer database management, list brokerage services, list management, e-mail marketing services and catalog marketing services. Our data processing services enhances customer files. We'll add demographics to ensure the right people are receiving the right offer. We'll also correct wrong addresses, phone numbers, and more, so there is an immediate impact to the bottom line. We can also analyze the common traits of best customers. Provides insightful solutions for businesses around the globe and uncovers answers to issues worldwide. Our proven market research process helps businesses better understand the needs of their customers, employees and future clients. In addition, we partner with CNN on the CNN/Opinion Research Poll.

Historical Financial Results Excluding Macro International From 2004 through 2008 Net sales grew from $344.9 million in 2004 to $588.7 million in 2008 Adjusted EBITDA grew from $67.8 million in 2004 to $100.9 million in 2008 In millions $700 $600 $500 $400 $300 $200 $100 $0 2004 2005 2006 2007** 2008* $344.9 $383.2 $424.6 $534.8 $588.7 2004 2005 2006 2007** 2008* $67.8 $91.6 $92.2 $104.2 In millions $140 $120 $100 $80 $60 $40 $20 $0 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.34 $0. 59 $0. 61 $0. 57 $0. 50 Net Sales Consolidated Adjusted EBITDA and EPS EBITDA EPS $100.9 * 2008 is adjusted for $49.5M of restructuring, non-recurring and non-cash charges. ** 2007 is adjusted for $9.9M (revenue), $9.2M (operating income) in one-time revenue associated with the Naviant Inc. Litigation Settlement and $3M in charges related to the Derivative Litigation and Special Committee's investigation.

Q1 2009 vs. Q1 2008 Excluding Macro International In millions $700 $600 $500 $400 $300 $200 $100 $0 1Q08 1Q09 $153.3 $127.5 1Q08 1Q09 $26.1 $19.1 In millions $140 $120 $100 $80 $60 $40 $20 $0 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0. 13 $0. 09 Net Sales Consolidated Adjusted EBITDA and EPS* EBITDA EPS * EPS adjusted to remove discontinued operations and non-recurring charges. Q1 2009 vs. Q1 2008

Historical Financial Results as Adjusted Excluding Macro International Net sales (in thousands) Data Group Services Group Research Group Total Operating Income Net Earnings Earnings Per Share For the year ended December 31, 2008* 2007** $ 309,477 $ 320,656 163,308 136,783 115,901 77,432 $ 588,686 $ 534,780 66,449 71,388 28,625 31,788 $ 0.50 $ 0. 57 * 2008 is adjusted for $49.5M of restructuring, non-recurring and non-cash charges. ** 2007 is adjusted for $9.9M (revenue), $9.2M (operating income) in one-time revenue associated with the Naviant Inc. Litigation Settlement and $3M in charges related to the Derivative Litigation and Special Committee's investigation.

Evolving Our Strategy: Our Framework for Success

2009 Key Strategic Initiatives

Opportunities and Risks Cross Sell / Up Sell Digital & Interactive Migration Strategic Alliances Software as a Service Product Pipeline Cost Efficiency ^ "Low Hanging Fruit" ^ Rationalize Business ^ IT Driven Efficiencies Longer, deeper recession cycle Bank covenant exposure Overhang of founder's shares Opportunities Risks The whole is greater than the sum of the parts

infoGROUP Transformation Phase I Create financial stability Develop culture of: Continual Improvement Product Development & Enhancement Consistent "Go to Market" Strategy Cross Sell Institutionalize Decision Rights/Governance Phase II Growth Strategy Initiate Market Segment vs. Product Segment Leverage/Embrace Digital Movement Phase III Drive higher level Phase II actions International Extend and defend core business Build emerging businesses

Information Services Value Chain The information and Marketing Services value chain continues to expand, providing numerous challenges and opportunities Data Acquisition Data Enhancement Customer/ Market Research Processing Output Delivery Database Management Data Analytics Example Product & Services ^ B2B data ^ B2B credit data ^ Consumer data ^ Demographics ^ Overlaid buying behavior ^ Psychogra phics ^ Profile analysis ^ Product/brand analysis ^ Market Research ^ Merge Purge ^ NCOA ^ Do Not Mail ^ Phone ^ Mail ^ E-mail ^ Text ^ CRM Database ^ Marketing database ^ Loyalty programs ^ Customer profitability & purchase propensity scores ^ Loyalty scores ^ Satisfaction analysis infoGROU P ^ ORC ^ infoUSA ^ infoUSA ^ OneSource ^ Services Group ^ Donnelley ^ National Accounts ^ Services Group ? DMI ? Edith Roman ^ Yesmail ^ infoUSA ^ Services Group ^ infoUSA ^ Donnelley ^ Triplex ^ Services Group ^ National Accounts ^ Donnelley ^ infoUSA ^ Services Group ^ Yesmail ^ National Accounts ? MarketZone Gold ? MarketZone Platinum ^ Donnelley ^ National Accounts ^ Edith Roman ^ infoUSA ^ ORC

Shifting Business Model Channe l Target Offering Economic Context Offline ^ Online/Digital ^ Interactive SMB ^ SMB + Enterprise Products & Services ^ Integrating Solutions Boom ^ Bust

Industry Dynamics Technology changes and the macroeconomic environment are having the biggest change on the industry dynamics External Forces Industry Structure Competitive Behavior Technology is driving significant change Move to digital/electronic marketing for customer acquisition and retention E-mail/text addresses increasing Video marketing Greater demand for search engines On-line polling Digital/electronic instantaneous results Consumer spending down, causing decreased marketing spend Speed is becoming a key differentiator Changes have created multiple revenue and business models, increasing the level of management complexity Tried and true ways of direct marketing to acquire and retain customers less effective Increased demand for broader service capability Loyalty & marketing services On-line polling versus paper surveys in the mail Faster data collection and analysis of responses Data acquirers have consistently tried to move on the value chain, with varying results Companies have had to be aggressive in acquiring digital/electronic addresses Companies have invested heavily in data analytics

infoGROUP Strategic Marketing Frameworks Marketing Performance Marketing Strategy Customer Acquisition Customer Retention Integrated Marketing Framework s

Acquisition Customer Profiling and Segmentation Proprietary Prospect Databases Data Hygiene and Append E-mail and Direct Mail Services Technology Driven Delivery Methods Retention Customer Satisfaction and Loyalty Response Analysis and Modeling ROI Measurement Identify New Growth Markets Cross-Sell & Up-Sell Opportunities Business Intelligence Customer Profiling and Segmentation Proprietary Prospect Databases Data Hygiene and Append E-mail and Direct Mail Services Technology Driven Delivery Methods Market Research Competitor Analysis New Product Ideation Develop and Refine Customer Strategies Multi-Channel Effectiveness Branding and Awareness Data Driven...Digital and Interactive Solutions

infoGROUP's Focus Focus on creating organic growth in core business Current strategic initiatives and cultural changes are moving us in the right direction More urgency with our remaining core businesses 1 Develop new interactive sales and marketing solutions for our clients 2 3 4 Cost savings initiative 5

Cost Savings Initiative During the earnings call in February, we promised $15 - $20 million in annualized cost savings in 2009 and the first half of 2010 During the earnings call in May, we gave an update on the initiative and now project to be at $18 - $19 million of annualized savings by the end of the second quarter. We will continue to deliver savings in the second half with the same rigor as the first.

Large, proprietary databases Large, diverse client base Broad product portfolio/digital presence Market research capabilities Attractive margins and cash flow Positioned to take advantage of potential growth opportunities infoGROUP possesses a tremendous set of assets with which to create enormous value in the information and marketing services industry sector Conclusion

Forward-Looking Statements Statements in this announcement other than historical data and information constitute forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. You can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continues" or the negative of these terms or other comparable terminology. The potential risks and uncertainties include, but are not limited to, recent changes in senior management, risks associated with litigation, the successful integration of recent and future acquisitions, fluctuations in operating results, failure to successfully carry out our Internet strategy or to grow our Internet revenue, effects of leverage, changes in technology and increased competition. More information about potential factors that could affect the company's business and financial results is included in the company's filings with the Securities and Exchange Commission.

2004 2005 2006 2007 2008 1Q08 1Q09 Net income (loss) $ 17,838 $ 31,507 $ 33,300 $ 40,942 $ 4,811 $ 6,601 $ (9,339) (Income) loss from discontinued operations - - (1,349) (16,319) (18,925) (1,885) 8,612 Interest expense 9,137 11,552 11,410 20,995 18,143 5,387 3,246 Income taxes 10,934 17,659 19,939 25,806 5,456 2,890 (427) Depreciation & amortization of operating assets 14,062 12,818 14,020 21,502 24,389 5,208 4,759 Amortization of intangible assets 15,875 18,098 14,909 17,495 17,524 3,204 2,934 EBITDA $ 67,846 $ 91,634 $ 92,229 110,421 51,398 21,405 9,785 Restructuring, non-recurring and non-cash charges Adjusted EBITDA 4,646 9,338 Adjusted EBITDA $ 26,051 $19,123 Non-GAAP Information In addition to disclosing results determined in accordance with generally accepted accounting principles, or GAAP, infoGROUP also discloses the following non- GAAP measures: (1) earnings before interest expense, income taxes and depreciation and amortization, or EBITDA, (2) adjusted EBITDA excluding the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement, and the SEC investigation, restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense and (3) adjusted earnings (loss) per share excluding the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement and the SEC investigation, restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense. Management believes EBITDA provides useful supplemental information to management and investors because management uses this information internally for evaluating the aggregate performance of the Company's operating businesses. In addition, EBITDA is commonly used as an analytical indicator within infoGROUP's industry and is a component of the Company's financial covenant calculations under its credit facilities, subject to certain adjustments. Additionally, management excludes the effects of the non-recurring charges related to the Derivative Litigation, the Stipulation of Settlement and the SEC investigation and the restructuring costs, impairments and write-down of assets, litigation settlement charges, and non-cash stock compensation expense because such items resulted from events that are non-recurring and are not part of on-going operations. Management believes that adjusted earnings per share and adjusted EBITDA provide useful supplemental information to management and investors because they better reflect the Company's on-going performance and business operations during the periods presented and is more useful to investors for comparative purposes. All companies do not calculate non-GAAP measures in the same manner and the non-GAAP financial measures presented in this press release may not be comparable to similar measures used by other companies. Non-GAAP measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of the Company's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of the Company's results as reported under GAAP as measures of the Company's profitability or liquidity. The following provides a reconciliation from net income (loss) to EBITDA and adjusted EBITDA 4,646 9,338 $ 26,051 $19,123 (6,207) 49,493 $ 104,214 $100,891

Non-GAAP Information For year ended For quarter ended December 31, March 31, 2008 2007 2009 2008 Net Sales $ 738,270 $ 688,773 Macro International (149,584) (144,070) Non-recurring income - (9,923) Net Sales, as adjusted $ 588,686 $ 534,780 Operating Income $ 28,184 $ 86,527 Macro International (11,228) (8,932) Non-recurring charges (income) 49,493 (6,207) Operating Income, as adjusted $ 66,449 $ 71,388 Net Earnings $ 4,811 $ 40,942 Macro International (6,872) (5,306) Non-recurring charges (income) 30,686 (3,848) Net Earnings, as adjusted $ 28,625 $ 31,788 Earnings Per Share $ 0.08 $ 0.73 $ (0.16) $ 0.12 Macro International (0.11) (0.09) .15 (0.04) Non-recurring charges (income) 0.53 (0.07) .10 .05 Earnings Per Share, as adjusted $ 0.50 $ 0.57 $ 0.09 $ 0.13 Basic weighted average shares outstanding 56,760 55,809 57,113 56,563 Reconciliation From Reported to Adjusted

Who to Call Contact Information: Lisa Olson Senior Vice President infoGROUP 5711 South 86th Circle Omaha, NE 68127 (402) 593-4541 lisa.olson@infogroup.com