##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR
15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended June 30, 2005                                                     
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

COMMISSION FILE NUMBER: 000-27577





HARRIS INTERACTIVE INC.


(Exact Name of Registrant as Specified in its Charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|DELAWARE                                                           |  | 16-1538028                              
|(State or Other Jurisdiction of
    Incorporation or Organization) |  | (I.R.S. Employer
    Identification No.)

135 Corporate Woods, Rochester, New York 14623


(Address of principal executive offices)


Registrants telephone number, including area code:




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




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






þ o


o


þ o


þ o






DOCUMENTS INCORPORATED BY REFERENCE








---










HARRIS INTERACTIVE INC.


FORM 10-K


FOR THE FISCAL YEAR ENDED JUNE 30, 2005


INDEX







|                                                                                       |  |                                                                                                                      |    |      |    | 
|-------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                                                                       |  |                                                                                                                      |    | Page |   
|                                                                                       |  |                                                                                                                      |    |      |   
|Part I:                                                                               
|Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995 |  |                                                                                                                      | 3  |     
|Item 1:                                                                                |  | Business                                                                                                             |    |      | 3  | 
|Item 2:                                                                                |  | Properties                                                                                                           |    |      | 16 | 
|Item 3:                                                                                |  | Legal Proceedings                                                                                                    |    |      | 17 | 
|Item 4:                                                                                |  | Submission of Matters to a Vote of Security
    Holders                                                              |    |      | 17 | 
|                                                                                      
|Part II:                                                                              
|Item 5:                                                                                |  | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities |    |      | 18 | 
|Item 6:                                                                                |  | Selected Financial Data                                                                                              |    |      | 19 | 
|Item 7:                                                                                |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations                            |    |      | 20 | 
|Item 7A:                                                                               |  | Quantitative and Qualitative Disclosures
    About Market Risk                                                       |    |      | 42 | 
|Item 8:                                                                                |  | Financial Statements and Supplementary
    Data                                                                      |    |      | 44 | 
|Item 9:                                                                                |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                             |    |      | 77 | 
|Item 9A:                                                                               |  | Controls and Procedures                                                                                              |    |      | 77 | 
|Item 9B:                                                                               |  | Other Information                                                                                                    |    |      | 78 | 
|Part III:                                                                             
|Item 10:                                                                               |  | Directors and Executive Officers of the
    Registrant                                                               |    |      | 78 | 
|Item 11:                                                                               |  | Executive Compensation                                                                                               |    |      | 78 | 
|Item 12:                                                                               |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters                   |    |      | 78 | 
|Item 13:                                                                               |  | Certain Relationships and Related
    Transactions                                                                   |    |      | 79 | 
|Item 14:                                                                               |  | Principal Accountant Fees and Services                                                                               |    |      | 79 | 
|Part IV:                                                                              
|Item 15:                                                                               |  | Exhibits and Financial Statement
    Schedules                                                                       |    |      | 79 | 
|Signatures                                                                             |  |                                                                                                                      | 86 |     
|Exhibit 10.3.30 Amendment to Employment Agreement Gregory T. Novak                    
|Exhibit 10.5.8 Lease Agreement Silk Developments July 15, 1997                        
|Exhibit 10.5.9 Rent Memorandum Between Silk Development                               
|Exhibit 10.5.10 Lease Among Procter & Gamble (LLCP Limited)                           
|Exhibit 10.5.11 Agreement for Surrender Among Procter & Gamble                        
|Exhibit 10.5.12 Lease Agreement with Merritt 7 Venture                                
|Exhibit 10.5.13 Lease Amendment Number 1 with Merritt 7 Venture                       
|Exhibit 10.5.15 Lease Agreement Amendment Number 2-Blue Ash                           
|Exhibit 10.5.16 Lease Agreement Amendment Number 8-Princeton, NJ                      
|Exhibit 21 List of Subsidiaries                                                       
|Exhibit 23.1 Consent of Independent Reg Cert Public Acctg Firm                        
|Exhibit 31.1 Certificate of the CEO (Section 302)                                     
|Exhibit 31.2 Certificate of the CFO (Section 302)                                     
|Exhibit 32.1 Certificate of the CEO (Section 906)                                     
|Exhibit 32.2 Certificate of the CFO (Section 906)                                     



2



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##### Table of Contents






PART I





Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995









|        |         
|------- | --------
|Item 1. | Business



Corporate Overview


The Harris Poll®,




Inside
Research th th Inside Research






Mergers, Acquisitions and Sale of Business




3



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##### Table of Contents







Business Overview




Inside Research.








The Harris Poll


Our Market Opportunity




| |                 
| | ----------------
| | General Overview



4



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##### Table of Contents







The Internet and its Impact on the Market Research and
Polling Industry






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Speed  An average mail survey takes
    approximately six weeks from design to completion. In contrast,
    Internet surveys can be completed in as little as two days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Value  Traditional survey sample size is
    limited due to the high data collection costs per response.
    Internet-based market research methods can provide larger and
    more robust sample sizes for the same cost, or the same sample
    size can be gathered at a reduced cost. As voicemail, caller ID,
    call screening, answering machines, do-not-call lists, cell
    phone usage and a general aversion to telemarketing have
    proliferated, call acceptance and participation rates have
    dropped, and telephone researchers must call more people to get
    the same number of completed surveys. Therefore, the speed and
    cost advantage of the Internet model actually becomes even
    greater as sample sizes increase.
|
| |  | Versatility  Motion and still pictures,
    graphics, advertising copy, and websites can be securely viewed
    right on the desktop. Images and sound can be combined to
    maintain interest and enhance the respondent experience.
    Internet-based methodology allows surveys to be created on
    demand, with content and sequencing modified as panelists
    respond. Mail surveys, in contrast, are limited to the order and
    content of the printed text of the survey. Online qualitative
    research techniques, such as chat room or bulletin board focus
    groups, can provide substantial savings in time and travel
    costs, as compared to traditional data collection methods, such
    as mail or telephone.                
|
| |  | Accuracy  Our propensity weighting techniques
    have repeatedly produced results that are as accurate or more
    accurate than telephone-based research.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Honesty  We have discovered that because
    respondents are anonymously interacting with a personal
    computer, rather than a live interviewer, responses to questions
    of a more personal nature such as income, health condition,
    sexual behavior and political affiliation/opinion tend to be
    answered more openly, honestly and in greater detail.                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Convenience  Online research is conducted on
    the respondents schedule, not the telephone
    researchers schedule. Web-based questionnaires may be
    completed at home, at work, or anywhere a respondent has
    Internet access. Surveys can be created in multiple languages
    and administered around the world 24/7/365.                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Productivity  Because online panelists can
    read faster than they can listen, more questions can be asked
    (and answered) in the same amount of time. Participants in
    online qualitative sessions type their own transcripts, which
    can be immediately reviewed and analyzed by a market research
    consultant with no transcriptions necessary.                                                                                                                                                                                                                                                                                                                                                                                          



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Market Potential


Inside Research


The Harris Interactive Advantage






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Highly Skilled Employees. We believe that our
    employees are among the best in the business, and many of them
    are recognized by their peers as leaders in the field of market
    research, or in the particular vertical markets in which they
    specialize. We employ many strategies to attract, retain,
    motivate and reward the best and the brightest employees.                                                                                                                                                                                                                                                                                                                          
|
| |  | Our Satisfied and Loyal Clients. Our intensive
    measurement of customer satisfaction and the associated process
    improvements have allowed us to continually improve the quality
    of services that we deliver. All of our researchers and managers
    are evaluated on customer satisfaction scores, and their bonus
    compensation is also tied to those customer satisfaction levels.
    As of June 30, 2005, based on our internal customer
    satisfaction measurements, we had a worldwide overall
    satisfaction rating of 8.7 and a willingness to recommend rating
    of 8.9, both on a ten point scale. Measuring and achieving high
    levels of customer satisfaction allows us to:



| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | identify and rapidly respond to changing customer needs,                                    
|
| |  | increase the loyalty of our customers and generate greater
    lifetime value from them, and
|
| |  | improve our margins by dampening price sensitivity.                                         



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Strong Brand. We believe that The Harris Pollis one of the best known and most trusted polls operating
    today. We have used that familiarity and reputation to build
    awareness of the Harris Interactive brand. We have recently
    expanded The Harris Pollinto the United Kingdom and the
    rest of Europe, and expect to continue to utilize it to raise
    awareness of Harris Interactive on a global scale.                                                                                                  
|
| |  | Our Dedicated, Professional Sales Force. We are one of
    just a few market research firms that utilize a professional
    sales force that is dedicated to generating leads, expanding
    existing client relationships and gaining new business. At the
    end of fiscal 2005, Harris Interactive had 59 full-time
    dedicated sales professionals, including 13 inside client
    development specialists. In addition, there are 44 market
    research professionals who sell independently of the
    sales force.   
|
| |  | Our Internet Panel. We believe our Internet panel to be
    the worlds largest for conducting online market research.
    Currently, our panel consists of over six million individuals
    from around the world who have been double opted-in and have
    voluntarily agreed to participate in our various online research
    studies. An individual double opts-in by affirmatively
    reconfirming an intent to join the panel subsequent to initial
    registration. Our large and diverse Internet panel enables us to:



| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | conduct a broad range of studies across a wide set of industries,                                                                                                                                                                                          
|
| |  | rapidly survey very large numbers of the general population,                                                                                                                                                                                               
|
| |  | accurately survey certain low-incidence, hard-to-find
    subjects, and                                                                                                                                                                                    
|
| |  | sell our online data collection services to other research firms
    through the Harris Interactive Service Bureau, enabling us to
    penetrate new markets and gain additional market share where we
    do not have relationships or specific expertise.



| |   |                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Specialty Sub-Panels. We continually perform
    additional screening of the respondents in our main panel in
    order to form specialty sub-panels or groups of people with
    similar, hard to find

6



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | characteristics. We have developed numerous specialty
    sub-panels, including for example, Affluent, Chronic Illness,
    Mothers and Expectant Mothers, Physicians, Pet Companion and
    Technology Decision-Makers. Our clients value our ability to
    rapidly perform online surveying of low-incidence populations
    and have even asked us to develop proprietary specialty
    sub-panels exclusively for their use. Specialty sub-panel
    research has become a key driver of high profit revenue growth
    for us.
|
| |  | Our Technology. A significant amount of computer software
    and hardware is required to conduct Internet-based market
    research and polling. The key elements of our technology
    infrastructure include:                                                                                                                                                                                                                                                                                                                    



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A high speed customized email system,which enables us to
    rapidly format, target and send over one million customized
    email invitations per hour,                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | A sophisticated survey engine,which can process 240,000
    five-minute incoming surveys per hour with a peak capacity of
    20,000 surveys processed simultaneously,                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Software systems with multi-lingual capabilities, which
    have the ability to collect data in any language supported by
    Microsoft, including double-byte character sets (such as the
    Asian languages) and right to left reading languages,                                                                                                                                                                                                                                                                                
|
| |  | An advanced survey dispatcher system,which acts like an
    air traffic control system to monitor, control and balance all
    respondent activity across all of our servers, and to ensure
    that no respondent will get a sorry  the system
    is busy notice. In addition, our proprietary dispatcher
    system gathers real-time statistics on survey starts,
    suspensions and completions, shutting off the surveys when the
    contracted completion levels have been achieved, thereby
    reducing cost overruns,
|
| |  | A patented customizable multi-language registration and
    polling system,which allows new and existing panel members
    to add, delete or update their registration information online,
    and which recognizes each panelists language preference
    and delivers the survey in that language,                                                                                                                                                                                                                               
|
| |  | Flexible, automated real-time reporting toolsthat allow
    online access to weighted survey data at any time and speed the
    process of data delivery to clients,                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Our integrated telephoneand Internet data collection
    system, which permits smooth, labor-free transition between
    telephone and Internet modes of interviewing, with real-time
    quota control and integration with the automated real-time
    reporting tools, and                                                                                                                                                                                                                                                       
|
| |  | A fully scalable infrastructurethat was designed to
    easily and inexpensively grow with the expansion of our business.                                                                                                                                                                                                                                                                                                                                                                                                           

Our Products and Services






| |   |                                   
| | - | ----------------------------------
| |  | Automotive and Transportation,    
|
| |  | Consumer Packaged Goods,          
|
| |  | Emerging and General Markets,     
|
| |  | Financial Services,               
|
| |  | Government and Policy,            
|
| |  | Healthcare and Pharmaceutical, and
|
| |  | Technology and Telecom.           





| |   |                             
| | - | ----------------------------
| |  | Customer Loyalty Management,
|
| |  | Marketing Communications,   

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| |   |                                    
| | - | -----------------------------------
| |  | Brand and Strategic Consulting, and
|
| |  | Qualitative Research.              







Custom Research






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Survey Design. Initial meetings are conducted with the
    client to clearly define the objectives and reasons for the
    study, which ensures that the data collected will meet the
    customers needs. Based on the requirements, we then
    determine the proper research procedure (such as a mail,
    telephone or Internet survey, focus group meetings or personal
    interviews), identify the population to be surveyed, and design
    the survey questionnaire or focus group protocol.
|
| |  | Data Collection. Field data collection is conducted
    through computer-aided Internet or telephone interviewing, by
    mail or in person, by holding focus group meetings or any
    combination of the above. Quality procedures are intended to
    ensure that surveys are returned and the correct number of
    interviews are completed.                                                                                                                                                       
|
| |  | Weighting, Analysis and Reporting. We review the
    collected data for sufficiency and completeness, weight the data
    accordingly, and then analyze by desired demographic, business
    or industry characteristics. A comprehensive report that
    typically includes recommendations is then prepared and
    delivered to the client.                                                                                                                                                          



Service Bureau Research




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Multi-Client Research




Research and Development


Accounting for
Research and Development Costs.


Our Clients




|                                         |  |          |      |  
|---------------------------------------- |  | -------- | ---- | -
|                                         |  | % FY2005 |     
|                                         |  | Revenue  |     
|                                         |  |          |     
|Healthcare and Pharmaceutical            |  |          | 30.2 | %
|Customer Loyalty Management              |  |          | 15.9 | %
|Brand and Strategic Consulting           |  |          | 7.6  | %
|Government and Policy                    |  |          | 7.5  | %
|Marketing Communications                 |  |          | 7.5  | %
|Harris Interactive Service Bureau (HISB) |  |          | 6.3  | %
|Consumer Packaged Goods                  |  |          | 6.1  | %
|Technology and Telecom                   |  |          | 5.7  | %
|Emerging and General Markets             |  |          | 4.2  | %
|Automotive and Transportation            |  |          | 3.7  | %
|Other                                    |  |          | 5.3  | %



Our Sales and Marketing Programs






| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | raise awareness of The Harris Poll,Harris Interactive,
    HI Europe and Novatris brands,                
|
| |  | build awareness and generate leads for new and emerging target
    markets and specific products, and    
|
| |  | support our global network of associated market research firms
    in countries where we are not present.





| |   |                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Public Relations. Public relations have been the primary
    driver behind the increased awareness of the Harris Interactive
    brand. We engage in comprehensive media relations and public
    relations on a full

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | time basis, both in the United States and Europe. We, as well as
    our clients, regularly create and distribute, via national and
    international news wires, media releases based on Harris
    Interactive survey data. During fiscal 2005, we created and
    distributed approximately 230 media releases, including the
    worldwide weekly distribution of The Harris Poll. Our
    public relations team also collaborated with over 300 of our
    clients in reviewing more than 600 documents for public release
    based on studies they commissioned with Harris Interactive. We
    respond to approximately 250 media inquiries annually from
    reporters, editors, authors and educators and government
    institutions that want to publish our data. We maintain a
    database of nearly 1,000 media contacts and others who have
    subscribed to receive our news. The Harris Interactive name has
    appeared in many media outlets including CNN, Business
    Week and Time magazines, USA Today, The New York
    Times, The Los Angeles Times, The Chicago Tribune and The
    Boston Globe as well as The Economist, The Asahi
    Shimbun and Nikkei newspapers, UPI, AP and Reuters
    news wires, and the Associated Press and BBC radio networks.
    The Harris Poll is published weekly and The Wall
    Street Journal Online/ Harris Interactive Health Care Poll
    is published bi-weekly on WSJ.com, the online edition of The
    Wall Street Journal. BRANDWEEK and The Wall Street
    Journal also publish our brand and reputation research
    studies annually.
|
| |  | Trade Shows and Speaking Engagements. To further our
    position as a global leader in Internet-based research we have
    participated and will continue to participate in a large number
    of industry tradeshows, seminars and expositions. Our speakers
    have traveled the world to share their knowledge with many
    prestigious organizations, including the United States Congress.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Offline Advertising and Promotion. We use print
    advertising in U.S. and European business and trade publications
    to raise awareness of our brand name and to generate leads for
    individual products and services. The weekly public release of
    The Harris Poll is one of our widest reaching offline
    promotional activities. We also publish Health Care News
    and The Wall Street Journal Online/ Harris Interactive Health
    Care Poll, both containing recent health care research, as
    well as Trends And
    Tudestm
    and The Wirthlin Report. These regularly published market
    and topic-specific newsletters are designed to share our
    knowledge with current and potential customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Online Advertising and Promotion. We have entered into
    numerous agreements with Internet portals, such as The Wall
    Street Journal Online, which publishes the weekly editions
    of The Harris Poll and The Wall Street Journal Online/
    Harris Interactive Health Care Poll. We also purchase key
    word searches, global banner advertising and co-registration
    opportunities to generate leads and to recruit new members into
    the Harris Poll Online. Currently, these efforts are adding
    thousands of double-opted in panel members per day, principally
    in the U.S., Canada, the United Kingdom, France, Germany, Italy,
    Spain and the Scandinavian countries. Other online promotions
    are undertaken from time to time to recruit special population
    segments into our panel such as senior citizens, teens,
    minorities, practicing physicians and information technology
    users. We also engage in pay-per-click programs targeted at new
    clients who are seeking a qualified research partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Direct Marketing. We also use direct marketing strategies
    to generate leads for our specific products and services.
    Campaigns that incorporate dimensional mail in combination with
    outbound telemarketing calls conducted by our inside sales force
    have yielded good response. These campaigns are scheduled on a
    rotating basis throughout the year to support all major lines of
    business and to maximize the productivity of the inside sales
    force.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Our Competition




10



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Our Intellectual Property and Other Proprietary Rights






| |   |                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ConceptLoc®  a proprietary suite of online
    security products that protect non-animated graphics interchange
    format and Joint Photographic Expert Group images, prevent
    printing of protected images, disable screen print capability,
    disable save, save as, drag and drop, and copy capabilities and
    defeat third-party capture applications,
|
| |  | Harris Interactive Configurator  a system to conduct
    build your own product configuration research over a
    network, and                                                                                                                                                                                                                                  
|
| |  | Shelf
    Impactsm 
    a system for evaluating the impact of package design and shelf
    placement for store shelf products using extremely short
    duration image exposure.                                                                                                                                                                                  

The
Harris Poll,


11



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##### Table of Contents



The
Harris Poll,








Financial Information About Geographic Areas








12



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##### Table of Contents





|                          |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|------------------------- |  | -------- | ------- |  | -------- | - | ------ | -------- |  | - | ----- | - |  | - | ------- | 
|                          |  | U.S.     |         |  | Europe   |   |        | Asia     |  |   |      
|                          |  | Market   |         |  | Market   |   |        | Market   |  |   |      
|                          |  | Research |         |  | Research |   |        | Research |  |   | Total |  
|                          |  |          |         |  |          |   |        |          |  |   |       |  
|Year ended June 30, 2005: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 149,919 |  |          | $ | 46,523 |          |  | $ | 523   |   |  | $ | 196,965 | 
|Net income (loss)         |  |          | 5,786   |  |          |   | (1,150 | )        |  |   | (98   | ) |  |   | 4,538   | 
|Long-lived assets         |  |          | 9,385   |  |          |   | 3,139  |          |  |   | 4     |   |  |   | 12,528  | 
|Deferred tax assets       |  |          | 27,878  |  |          |   | 243    |          |  |   | 66    |   |  |   | 28,187  | 
|                         
|Year ended June 30, 2004: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 111,999 |  |          | $ | 26,483 |          |  | $ |      |   |  | $ | 138,482 | 
|Net income (loss)         |  |          | 30,040  |  |          |   | (237   | )        |  |   |      |   |  |   | 29,803  | 
|Long-lived assets         |  |          | 4,355   |  |          |   | 1,676  |          |  |   |      |   |  |   | 6,031   | 
|Deferred tax assets       |  |          | 32,254  |  |          |   | 318    |          |  |   |      |   |  |   | 32,572  | 
|                         
|Year ended June 30, 2003: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 101,050 |  |          | $ | 23,044 |          |  | $ |      |   |  | $ | 124,094 | 
|Net income                |  |          | 10,130  |  |          |   | 703    |          |  |   |      |   |  |   | 10,833  | 
|Long-lived assets         |  |          | 5,951   |  |          |   | 1,651  |          |  |   |      |   |  |   | 7,602   | 
|Deferred tax assets       |  |          | 3,890   |  |          |   | 14     |          |  |   |      |   |  |   | 3,904   | 



Backlog




Employees






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Executive Officers of Harris Interactive




|                       |  |     |    |  |          |                                                                               
|---------------------- |  | --- | -- |  | -------- | ------------------------------------------------------------------------------
|Name                   |  | Age |    |  | Position
|                       |  |     |    |  |         
|Gregory T. Novak       |  |     | 43 |  |          | President and Chief Executive Officer                                         
|Leonard R. Bayer       |  |     | 55 |  |          | Executive Vice President, Chief Scientist and
    Chief Technology Officer    
|Frank J. Connolly, Jr. |  |     | 47 |  |          | Executive Vice President, Chief Financial Officer,
    Treasurer and Secretary
|Dennis K. Bhame        |  |     | 57 |  |          | Executive Vice President, Human Resources                                     
|David B. Vaden         |  |     | 34 |  |          | Executive Vice President, Chief Strategy Officer                              
|Dee T. Allsop          |  |     | 57 |  |          | Group President, U.S. Solutions Research Groups                               
|Arthur E. Coles        |  |     | 63 |  |          | Group President, U.S. Industry Research Groups                                
|George H. Terhanian    |  |     | 41 |  |          | President, Harris Interactive Europe and
    Global Internet Research         
|Aled W. Morris         |  |     | 42 |  |          | Managing Director, Harris Interactive Europe                                  



Gregory T. Novak


Leonard R. Bayer


Frank J. Connolly, Jr.


14



---



##### Table of Contents





Dennis K. Bhame


David B. Vaden


Dee T. Allsop, PhD


Arthur E. Coles


George H. Terhanian, PhD


Aled W. Morris


15



---



##### Table of Contents





Available Information











|        |           
|------- | ----------
|Item 2. | Properties





16



---



##### Table of Contents





|                           |  |          |                            |  |                  |                  |            |               |  |   |       | 
|-------------------------- |  | -------- | -------------------------- |  | ---------------- | ---------------- | ---------- | ------------- |  | - | ----- | 
|                           |  |          |                            |  |                  | Remaining        |           
|                           |  |          |                            |  |                  | Lease Obligation |           
|Address                    |  | Location |                            |  | Termination Date |                  |            | June 30, 2005 | 
|                           |  |          |                            |  |                  |                  |            |               | 
|101 Merritt 7              |  |          | Norwalk, Connecticut       |  |                  |                  | May 2008   |               |  | $ | 1,183 | 
|4665 Cornell Road          |  |          | Blue Ash, Ohio             |  |                  |                  | June 2008  |               |  |   | 863   | 
|40-52 Watermans Park       |  |          | Brentford, United Kingdom  |  |                  |                  | June 2008  |               |  |   | 986   | 
|70 Carlson Road            |  |          | Rochester, New York        |  |                  |                  | June 2008  |               |  |   | 1,061 | 
|1920 Association Drive     |  |          | Reston, Virginia           |  |                  |                  | March 2010 |               |  |   | 3,256 | 
|60 Corporate Woods         |  |          | Rochester, New York        |  |                  |                  | June 2010  |               |  |   | 4,724 | 
|135 Corporate Woods        |  |          | Rochester, New York        |  |                  |                  | June 2010  |               |  |   | 3,438 | 
|5 Independence Way         |  |          | Princeton, New Jersey      |  |                  |                  | July 2011  |               |  |   | 5,010 | 
|Buxton Road                |  |          | Manchester, United Kingdom |  |                  |                  | July 2011  |               |  |   | 796   | 
|161 Avenue of the Americas |  |          | New York, New York         |  |                  |                  | April 2012 |               |  |   | 4,663 | 






|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings










|        |                                                    
|------- | ---------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders



17



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##### Table of Contents






PART II







|        |                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity
    Securities

Market Information




|                           |                |                |   |      |     |  |   |      | 
|-------------------------- | -------------- | -------------- | - | ---- | --- |  | - | ---- | 
|                           |                | Price Range of |  
|                           |                | Common Stock   |  
|                           |                |                |  
|                           |                | High           |   |      | Low | 
|                           |                |                |   |      |     | 
|Year ending June 30, 2005: |                |                |   |      |     |  |   |     
|                           | Fourth Quarter |                | $ | 5.15 |     |  | $ | 3.43 | 
|                           | Third Quarter  |                |   | 8.02 |     |  |   | 4.29 | 
|                           | Second Quarter |                |   | 8.19 |     |  |   | 6.28 | 
|                           | First Quarter  |                |   | 7.13 |     |  |   | 5.70 | 
|                          
|Year ending June 30, 2004: |                |                |   |      |     |  |   |     
|                           | Fourth Quarter |                |   | 8.94 |     |  |   | 6.32 | 
|                           | Third Quarter  |                |   | 9.50 |     |  |   | 7.54 | 
|                           | Second Quarter |                |   | 9.10 |     |  |   | 6.02 | 
|                           | First Quarter  |                |   | 8.10 |     |  |   | 6.19 | 

Holders




Dividends




Unregistered Sales of Equity Securities and Use of
Proceeds




18



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##### Table of Contents








|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data



|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|--------------------------------------------------------------------------------------------- |  | -------------------------------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ---------- | -
|                                                                                              |  | For the Years Ended June 30,                       |           
|                                                                                              |  |                                                    |           
|                                                                                              |  | 2005                                               |            |   | 2004 |   |            | 2003 |  |   | 2002       |   |  | 2001 |           
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|                                                                                              |  | (In thousands, except share and per share amounts) |           
|Statement of Operations Data:                                                                 |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Revenue from services                                                                         |  | $                                                  | 196,965    |   |      | $ | 138,482    |      |  | $ | 124,094    |   |  | $    | 94,906     |   |  | $ | 60,061     |  
|Cost of services                                                                              |  |                                                    | 93,330     |   |      |   | 64,543     |      |  |   | 61,816     |   |  |      | 49,517     |   |  |   | 30,764     |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Gross profit                                                                                  |  |                                                    | 103,635    |   |      |   | 73,939     |      |  |   | 62,278     |   |  |      | 45,389     |   |  |   | 29,297     |  
|Operating expenses:                                                                           |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Sales and marketing                                                                           |  |                                                    | 20,366     |   |      |   | 11,915     |      |  |   | 9,438      |   |  |      | 9,627      |   |  |   | 8,475      |  
|General and administrative                                                                    |  |                                                    | 65,746     |   |      |   | 43,964     |      |  |   | 40,952     |   |  |      | 39,253     |   |  |   | 42,101     |  
|Depreciation and amortization                                                                 |  |                                                    | 7,362      |   |      |   | 4,796      |      |  |   | 5,620      |   |  |      | 6,458      |   |  |   | 6,436      |  
|Restructuring (credits) charges and
    asset write-downs                                     |  |                                                    | 1,132      |   |      |   |           |      |  |   | (997       | ) |  |      | 6,222      |   |  |   |           |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Total operating expenses                                                                      |  |                                                    | 94,606     |   |      |   | 60,675     |      |  |   | 55,013     |   |  |      | 61,560     |   |  |   | 57,012     |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Operating income (loss)                                                                       |  |                                                    | 9,029      |   |      |   | 13,264     |      |  |   | 7,265      |   |  |      | (16,171    | ) |  |   | (27,715    | )
|Interest and other income                                                                     |  |                                                    | 742        |   |      |   | 637        |      |  |   | 587        |   |  |      | 1,388      |   |  |   | 3,721      |  
|Interest expense                                                                              |  |                                                    | (150       | ) |      |   | (107       | )    |  |   | (17        | ) |  |      | (71        | ) |  |   | (26        | )
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Income (loss) from continuing operations before income taxes                                  |  |                                                    | 9,621      |   |      |   | 13,794     |      |  |   | 7,835      |   |  |      | (14,854    | ) |  |   | (24,020    | )
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Income tax (benefit) expense                                                                  |  |                                                    | 5,083      |   |      |   | (16,009    | )    |  |   | (2,998     | ) |  |      |           |   |  |   |           |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Income (loss) from continuing operations                                                      |  |                                                    | 4,538      |   |      |   | 29,803     |      |  |   | 10,833     |   |  |      | (14,854    | ) |  |   | (24,020    | )
|Income (loss) from discontinued operations (including loss on
    disposal of $2,684 in 2005) |  |                                                    | (2,955     | ) |      |   | 115        |      |  |   | 274        |   |  |      | 61         |   |  |   |           |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Net income (loss) available to holders of
    common stock                                    |  | $                                                  | 1,583      |   |      | $ | 29,918     |      |  | $ | 11,107     |   |  | $    | (14,793    | ) |  | $ | (24,020    | )
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Basic net income (loss) per share(*):                                                         |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Continuing operations                                                                         |  | $                                                  | 0.08       |   |      | $ | 0.53       |      |  | $ | 0.20       |   |  | $    | (0.32      | ) |  | $ | (0.70      | )
|Discontinued operations                                                                       |  |                                                    | (0.05      | ) |      |   | 0.00       |      |  |   | 0.01       |   |  |      | 0.00       |   |  |   | 0.00       |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Basic net income (loss) per share                                                             |  | $                                                  | 0.03       |   |      | $ | 0.53       |      |  | $ | 0.21       |   |  | $    | (0.32      | ) |  | $ | (0.70      | )
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Diluted net income (loss) per share(*):                                                       |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Continuing operations                                                                         |  | $                                                  | 0.07       |   |      | $ | 0.52       |      |  | $ | 0.20       |   |  | $    | (0.32      | ) |  | $ | (0.70      | )
|Discontinued operations                                                                       |  |                                                    | (0.05      | ) |      |   | 0.00       |      |  |   | 0.01       |   |  |      | 0.00       |   |  |   | 0.00       |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Diluted net income (loss) per share                                                           |  | $                                                  | 0.03       |   |      | $ | 0.52       |      |  | $ | 0.20       |   |  | $    | (0.32      | ) |  | $ | (0.70      | )
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Weighted average shares outstanding  basic                                                   |  |                                                    | 60,264,152 |   |      |   | 56,099,330 |      |  |   | 52,983,689 |   |  |      | 46,136,445 |   |  |   | 34,239,393 |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           
|Weighted average shares outstanding  diluted                                                 |  |                                                    | 61,238,064 |   |      |   | 57,444,785 |      |  |   | 54,638,596 |   |  |      | 46,136,445 |   |  |   | 34,239,393 |  
|                                                                                              |  |                                                    |            |   |      |   |            |      |  |   |            |   |  |      |           

19



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|                           |  |                                                    |         |  |      |  |         |      |  |  |         |  |  |      |         |  |  |  |        | 
|-------------------------- |  | -------------------------------------------------- | ------- |  | ---- |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- |  |  |  | ------ | 
|                           |  | For the Years Ended June 30,                       |        
|                           |  |                                                    |        
|                           |  | 2005                                               |         |  | 2004 |  |         | 2003 |  |  | 2002    |  |  | 2001 |        
|                           |  |                                                    |         |  |      |  |         |      |  |  |         |  |  |      |        
|                           |  | (In thousands, except share and per share amounts) |        
|Balance Sheet Data:        |  |                                                    |         |  |      |  |         |      |  |  |         |  |  |      |         |  |  |  |        | 
|Cash and cash equivalents  |  |                                                    | 13,118  |  |      |  | 12,511  |      |  |  | 15,728  |  |  |      | 8,210   |  |  |  | 6,035  | 
|Marketable securities      |  |                                                    | 23,392  |  |      |  | 42,603  |      |  |  | 22,963  |  |  |      | 18,570  |  |  |  | 36,456 | 
|Working capital            |  |                                                    | 45,907  |  |      |  | 70,416  |      |  |  | 44,920  |  |  |      | 31,028  |  |  |  | 45,394 | 
|Total assets               |  |                                                    | 242,362 |  |      |  | 198,071 |      |  |  | 145,242 |  |  |      | 135,463 |  |  |  | 85,221 | 
|Total stockholders equity |  |                                                    | 192,493 |  |      |  | 165,489 |      |  |  | 118,489 |  |  |      | 103,300 |  |  |  | 71,174 | 






|    |                                    
|--- | -----------------------------------
|(*) | Figures may not add due to rounding






|        |                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Continuing Operations

Overview






Business Combinations






Business Combinations.


20



---



##### Table of Contents



Restructuring




| |            
| | -----------
| | Fiscal 2005





|                                                   |                                               |           |     |       |             |   |     |       |   |   |       |      |  
|-------------------------------------------------- | --------------------------------------------- | --------- | --- | ----- | ----------- | - | --- | ----- | - | - | ----- | ---- | -
|                                                   |                                               |           |     | Lease |             |   |    
|                                                   |                                               | Severance |     |       | Commitments |   |     | Total |  
|                                                   |                                               |           |     |       |             |   |     |       |  
|Net charge during the third quarter of fiscal 2005 |                                               | $         | 841 |       |             | $ | 214 |       |   | $ | 1,055 |     
|                                                   | Cash payments during fiscal 2005              |           |     | (608  | )           |   |     | (35   | ) |   |       | (643 | )
|                                                   | Fiscal 2005 adjustments during fourth quarter |           |     | 77    |             |   |     |      |   |   |       | 77   |  
|                                                   |                                               |           |     |       |             |   |     |       |  
|Remaining reserve at June 30, 2005                 |                                               | $         | 310 |       |             | $ | 179 |       |   | $ | 489   |     
|                                                   |                                               |           |     |       |             |   |     |       |  



Discontinued Operations






Accounting for the Impairment of
Long-Lived Assets


21



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##### Table of Contents





Explanation of Key Financial Statement Captions




| |                      
| | ---------------------
| | Revenue from Services





| |   |                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Custom Research  We conduct many types of
    custom research including, but not limited to, customer
    satisfaction surveys, market share studies, new product
    introduction studies, brand recognition studies, reputation
    studies and ad concept testing.
|
| |  | Service-Bureau Research  HISB conducts
    Internet-based data collection for other market research firms
    that do not have the necessary Internet-based market research
    capabilities themselves.                                                             





| |                 
| | ----------------
| | Cost of Services





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Project Personnel  Project personnel have four
    distinct roles: project management, survey design, data
    collection and analysis. We maintain project personnel in the
    United States, Europe, and Asia. Labor costs are specifically
    allocated to the project to which they relate. We utilize an
    automated timekeeping system, which tracks the time of project
    personnel as incurred for each specific revenue-generating
    project.                                                                                                                                                                                                                                                                                                   
|
| |  | Panelist Incentives  Our panelists receive
    both cash and non-cash incentives (through programs such as our
    HIpoints loyalty program) for participating in our surveys. We
    award cash incentives to our panelists for participating in
    surveys, and our panelists earn these incentives when we receive
    a timely survey response. Non-cash incentives, specifically,
    points, are awarded to market survey respondents who register
    for our online panel, complete online surveys and refer others
    to join our online panel. The earned points, which are
    non-transferable, may be redeemed for gifts from a specific
    product folio at any time prior to expiration, which occurs
    after one year of account inactivity.
|
| |  | Data Processing  We manage the processing of
    survey data using our own employees. We also engage third-party
    suppliers to perform data processing on an as needed basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Other Direct Costs  Other direct costs include
    direct purchases, principally labor and materials, related to
    data collection and analysis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |                             
| | ----------------------------
| | Sales and Marketing Expenses



22



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##### Table of Contents





| |                                    
| | -----------------------------------
| | General and Administrative Expenses





| |                           
| | --------------------------
| | Provision for Income Taxes



Critical Accounting Policies and Estimates






| |   |                                                            
| | - | -----------------------------------------------------------
| |  | Revenue recognition,                                       
|
| |  | Provision for uncollectible accounts,                      
|
| |  | Restructuring charges,                                     
|
| |  | Discontinued operations,                                   
|
| |  | Valuation of intangible assets and other long-lived assets,
|
| |  | Valuation of goodwill,                                     
|
| |  | Realizability of deferred tax assets and tax contingencies,
|
| |  | HIpoints loyalty program, and                              
|
| |  | Post-employment payments.                                  





| |                    
| | -------------------
| | Revenue Recognition





| |                                     
| | ------------------------------------
| | Provision for Uncollectible Accounts



23



---



##### Table of Contents





| |                      
| | ---------------------
| | Restructuring Charges





| |                        
| | -----------------------
| | Discontinued Operations





| |                                                               
| | --------------------------------------------------------------
| | Valuation of Intangible Assets and Other Long-lived
    Assets





| |                      
| | ---------------------
| | Valuation of Goodwill





| |                                                               
| | --------------------------------------------------------------
| | Realizability of Deferred Tax Assets and Tax
    Contingencies



24



---



##### Table of Contents









| |                         
| | ------------------------
| | HIpoints Loyalty Program





| |                         
| | ------------------------
| | Post-employment Payments



Results of Operations




25



---



##### Table of Contents





| |                                                             
| | ------------------------------------------------------------
| | Year Ended June 30, 2005 Versus Year Ended
    June 30, 2004



|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |   |  |  |       |  
|--------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | - |  | ----- | ---- |  | - | ------- | - |  |  | ----- | -
|                                                                                              |  | 2005             |         |   | % |  |       | 2004 |  |   | %       |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|                                                                                              |  | ($ in thousands) |        
|Revenue from services                                                                         |  | $                | 196,965 |   |   |  | 100.0 | %    |  | $ | 138,482 |   |  |  | 100.0 | %
|Cost of services                                                                              |  |                  | 93,330  |   |   |  | 47.4  |      |  |   | 64,543  |   |  |  | 46.6  |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Gross profit                                                                                  |  |                  | 103,635 |   |   |  | 52.6  |      |  |   | 73,939  |   |  |  | 53.4  |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Operating expenses:                                                                           |  |                  |         |   |   |  |       |      |  |   |         |   |  |  |       |  
|Sales and marketing                                                                           |  |                  | 20,366  |   |   |  | 10.3  |      |  |   | 11,915  |   |  |  | 8.6   |  
|General and administrative                                                                    |  |                  | 65,746  |   |   |  | 33.4  |      |  |   | 43,964  |   |  |  | 31.7  |  
|Depreciation and amortization                                                                 |  |                  | 7,362   |   |   |  | 3.7   |      |  |   | 4,796   |   |  |  | 3.5   |  
|Restructuring (credits) charges and asset write-downs                                         |  |                  | 1,132   |   |   |  | 0.6   |      |  |   |        |   |  |  | 0.0   |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Operating income                                                                              |  |                  | 9,029   |   |   |  | 4.6   |      |  |   | 13,264  |   |  |  | 9.6   |  
|Interest and other income, net                                                                |  |                  | 592     |   |   |  | 0.3   |      |  |   | 530     |   |  |  | 0.4   |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Income from continuing operations before taxes                                                |  |                  | 9,621   |   |   |  | 4.9   |      |  |   | 13,794  |   |  |  | 10.0  |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Income tax (benefit) expense                                                                  |  |                  | 5,083   |   |   |  | 2.7   |      |  |   | (16,009 | ) |  |  | (11.6 | )
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Income from continuing operations                                                             |  |                  | 4,538   |   |   |  | 2.2   |      |  |   | 29,803  |   |  |  | 21.6  |  
|Income (loss) from discontinued operations (including loss on
    disposal of $2,684 in 2005) |  |                  | (2,955  | ) |   |  | (1.5  | )    |  |   | 115     |   |  |  | 0.1   |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  
|Net income                                                                                    |  | $                | 1,583   |   |   |  | 0.7   |      |  | $ | 29,918  |   |  |  | 21.7  |  
|                                                                                              |  |                  |         |   |   |  |       |      |  |   |         |  

Revenue from services.








Gross profit.


26



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##### Table of Contents





Sales and marketing.


General and administrative.


Depreciation and amortization.


Restructuring charges.


Interest and other income, net.


Income taxes.




| |                                                             
| | ------------------------------------------------------------
| | Year Ended June 30, 2004 Versus Year Ended
    June 30, 2003



27



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##### Table of Contents





|                                               |  |                  |         |   |   |  |       |      |  |   |         |   |  |  |       |  
|---------------------------------------------- |  | ---------------- | ------- | - | - |  | ----- | ---- |  | - | ------- | - |  |  | ----- | -
|                                               |  | 2004             |         |   | % |  |       | 2003 |  |   | %       |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|                                               |  | ($ in thousands) |        
|Revenue from services                          |  | $                | 138,482 |   |   |  | 100.0 | %    |  | $ | 124,094 |   |  |  | 100.0 | %
|Cost of services                               |  |                  | 64,543  |   |   |  | 46.6  |      |  |   | 61,816  |   |  |  | 49.8  |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Gross profit                                   |  |                  | 73,939  |   |   |  | 53.4  |      |  |   | 62,278  |   |  |  | 50.2  |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Operating expenses:                            |  |                  |         |   |   |  |       |      |  |   |         |   |  |  |       |  
|Sales and marketing                            |  |                  | 11,915  |   |   |  | 8.6   |      |  |   | 9,438   |   |  |  | 7.6   |  
|General and administrative                     |  |                  | 43,964  |   |   |  | 31.7  |      |  |   | 40,952  |   |  |  | 33.0  |  
|Depreciation and amortization                  |  |                  | 4,796   |   |   |  | 3.5   |      |  |   | 5,620   |   |  |  | 4.5   |  
|Restructuring (credits) charges                |  |                  |        |   |   |  |      |      |  |   | (997    | ) |  |  | (0.8  | )
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Operating income                               |  |                  | 13,264  |   |   |  | 9.6   |      |  |   | 7,265   |   |  |  | 5.9   |  
|Interest and other income, net                 |  |                  | 530     |   |   |  | 0.4   |      |  |   | 570     |   |  |  | 0.5   |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Income from continuing operations before taxes |  |                  | 13,794  |   |   |  | 10.0  |      |  |   | 7,835   |   |  |  | 6.4   |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Income tax (benefit) expense                   |  |                  | (16,009 | ) |   |  | (11.6 | )    |  |   | (2,998  | ) |  |  | (2.4  | )
|Income from continuing operations              |  |                  | 29,803  |   |   |  | 21.6  |      |  |   | 10,833  |   |  |  | 8.8   |  
|Income from discontinued operations            |  |                  | 115     |   |   |  | 0.1   |      |  |   | 274     |   |  |  | 0.2   |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  
|Net income                                     |  | $                | 29,918  |   |   |  | 21.7  |      |  | $ | 11,107  |   |  |  | 9.0   |  
|                                               |  |                  |         |   |   |  |       |      |  |   |         |  

Revenue from services.








Gross profit.


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Sales and marketing.


General and administrative.




Depreciation and amortization.


Interest and other income, net.


Income taxes.


Significant Factors Affecting Company Performance




| |                                     
| | ------------------------------------
| | Internet and Traditional Revenue Mix

Inside Research


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| |                               
| | ------------------------------
| | Development of Global Database





30



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Liquidity and Capital Resources













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Off Balance Sheet Risk Disclosure




Contractual Cash Obligations (in thousands)




|                                   |  |                        |        |           |        |   |       |       |  |     |        |  |       |         |       |  |  |   |       | 
|---------------------------------- |  | ---------------------- | ------ | --------- | ------ | - | ----- | ----- |  | --- | ------ |  | ----- | ------- | ----- |  |  | - | ----- | 
|                                   |  | Payments Due by Period |       
|                                   |  |                        |       
|                                   |  |                        |        | Less than |        |   | 1-3   |       |  | 3-5 |        |  | After |        
|                                   |  | Total                  |        |           | 1 Year |   |       | Years |  |     | Years  |  |       | 5 Years |      
|                                   |  |                        |        |           |        |   |       |       |  |     |        |  |       |         |      
|Contractual Obligations            |  |                        |        |           |        |   |       |       |  |     |        |  |       |         |       |  |  |   |       | 
|Long-term debt                     |  | $                      |       |           |        | $ |      |       |  | $   |       |  |       | $       |      |  |  | $ |      | 
|Capital lease obligations          |  |                        |       |           |        |   |      |       |  |     |       |  |       |         |      |  |  |   |      | 
|Operating leases                   |  |                        | 24,935 |           |        |   | 5,869 |       |  |     | 10,108 |  |       |         | 7,174 |  |  |   | 1,784 | 
|Purchase obligations               |  |                        |       |           |        |   |      |       |  |     |       |  |       |         |      |  |  |   |      | 
|Other long-term obligations        |  |                        |       |           |        |   |      |       |  |     |       |  |       |         |      |  |  |   |      | 
|                                   |  |                        |        |           |        |   |       |       |  |     |        |  |       |         |      
|Total contractual cash obligations |  | $                      | 24,935 |           |        | $ | 5,869 |       |  | $   | 10,108 |  |       | $       | 7,174 |  |  | $ | 1,784 | 
|                                   |  |                        |        |           |        |   |       |       |  |     |        |  |       |         |      

Recent Accounting Pronouncements




| |            
| | -----------
| | SFAS 123(R)

Share-based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees. Statement of Cash Flows,


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| |        
| | -------
| | SAB 107





| |         
| | --------
| | SFAS 153

Exchanges of Nonmonetary Assets Accounting for Nonmonetary
Transactions




| |         
| | --------
| | SFAS 154

Accounting Changes and Error Corrections Accounting Changes, Reporting Accounting Changes in Interim Financial
Statements,




| |              
| | -------------
| | FSP FAS 109-1

Application of FASB Statement No. 109, Accounting for
Income Taxes, for the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of
2004


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Accounting for Income Taxes.




| |              
| | -------------
| | FSP FAS 109-2

Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of
2004


Risk Factors


The market research industry is vulnerable to general
economic conditions.




We face intense competitive pressures within the market
research and polling industry and from others who have the
ability to collect data over the Internet.








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If we are unable to maintain adequate size and demographic
composition of our existing Internet panel, or if we are
required to spend substantial funds to do so, our business,
financial condition and results of operations will
suffer.






| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a significant number of our current online panelists decide that
    they are no longer willing to participate in our surveys,                                              
|
| |  | we lose a large number of online panelists from over-use, and
    then must rely on a limited number of online panelists for
    ongoing research,                          
|
| |  | we are unable to attract an adequate number of replacement
    panelists and specialty sub-panel members, or                                                                
|
| |  | new regulatory requirements related to unsolicited email
    communications, so-called spam, make it impractical
    for us to continue operations as currently conducted.





Our online panelists are not obligated to participate in
our surveys and polls and there can be no assurance that they
will continue to do so.




A breach of our Internet security measures or security
concerns, or liability arising from the use of the personal
information of our Internet panel, could adversely affect our
business.






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We may be subject to liability for publishing or
distributing content over the Internet.






Changes in government regulation could limit our Internet
activities or result in additional costs of doing business on
the Internet.






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In February 1999, the Federal Communications Commission issued a
    declaratory ruling interpreting the Telecommunications Act of
    1996 to allow local exchange carriers to receive reciprocal
    compensation for traffic delivered to information service
    providers, particularly Internet service providers, on the basis
    that traffic bound for ISPs is largely interstate. As a
    result of this ruling, the costs of transmitting data over the
    Internet may increase.                                                                                                     
|
| |  | A significant majority of U.S. state legislatures have
    enacted laws regulating the distribution of unsolicited email.
    Such laws could force changes in the manner in which we are able
    to recruit and communicate with panelists.                                                                                                                                                                                                                                                                                                                                                        
|
| |  | The Controlling the Assault of Non-Solicited Pornography and
    Marketing Act of 2003 (CAN-SPAM) was enacted.
    CAN-SPAM imposes a number of restrictions and requirements
    related to commercial communications over the Internet. CAN-SPAM
    also gives more legal ammunition for ISPs to take spammers
    to court, allows the FTC to impose fines and gives state
    attorneys general the power to bring lawsuits. Any inability on
    our part to comply with CAN-SPAM and similar laws could add to
    our costs and force changes in the way in which we conduct
    business.





| |   |                                   
| | - | ----------------------------------
| |  | email distribution,               
|
| |  | user privacy and expression,      
|
| |  | the rights and safety of children,

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| |   |                                                                
| | - | ---------------------------------------------------------------
| |  | intellectual property,                                         
|
| |  | information security,                                          
|
| |  | anti-competitive practices,                                    
|
| |  | the convergence of traditional channels with Internet commerce,
|
| |  | taxation and pricing, and                                      
|
| |  | the characteristics and quality of products and services.      



Changes in industry practices could limit our Internet
activities.




Any failure in the performance of our Internet-based
technology infrastructure could harm our business.












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If we do not continue to keep pace with rapid
technological change within the market research and polling
industry, we will not be able to successfully implement our
business plan.




Failure or inability to protect our intellectual property
could adversely affect our business.


The Harris
Poll.








Our international growth is dependent in part upon
expansion of our international Internet panel in key
regions.




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Our international growth will be adversely affected if the
marketplace does not continue to convert to Internet-based
market research and polling.




Our business is largely dependent on the continued
development and worldwide growth of the Internet. The Internet
may not grow, or may be unable to support the demands placed on
it by this growth.






| |   |                                                      
| | - | -----------------------------------------------------
| |  | inadequate network infrastructure,                   
|
| |  | security concerns,                                   
|
| |  | inconsistent quality of service, and                 
|
| |  | unavailability of cost effective, high speed service.





We rely on services provided by off-shore providers, the
disruption of which could adversely impact our business.




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If we are unable to overcome other risks associated with
global operations, we will be unable to conduct business on a
global level.








| |   |                                                                                     
| | - | ------------------------------------------------------------------------------------
| |  | export controls relating to encryption technology,                                  
|
| |  | inability to comply with or enactment of more restrictive
    privacy laws,         
|
| |  | changes in regulatory requirements,                                                 
|
| |  | currency exchange fluctuations,                                                     
|
| |  | problems in collecting accounts receivable and longer collection
    periods,       
|
| |  | potentially adverse tax consequences,                                               
|
| |  | political instability,                                                              
|
| |  | Internet access restrictions, and                                                   
|
| |  | anti-American sentiment or terrorist activity against American
    interests abroad.



We must continue to attract and retain highly skilled
employees.




Variations in our operating results may cause our stock
price to decline.




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| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | declines in general economic conditions or the budgets of our
    clients,                
|
| |  | a general decline in the demand for market research and polling
    products and services,
|
| |  | seasonal decreases in demand for market research and polling
    services,                
|
| |  | development of equal or superior products and services by our
    competitors,            
|
| |  | technical difficulties that cause general and long-term failure
    of the Internet, and  
|
| |  | currency fluctuations.                                                                    





| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our relative mix of Internet-based and traditional market
    research and polling businesses,                                                                         
|
| |  | technical difficulties associated with the investments in and
    maintenance of our own systems that negatively affect our
    operations,                            
|
| |  | our ability to maintain the proper size and scope of our
    Internet panel necessary to develop and sell new products and
    services and generate expected revenues,
|
| |  | our ability to recruit respondents into our sub-panels, such as
    our IT Decision-Makers, to conduct high-value research for our
    clients, and                    
|
| |  | development of our own new, marketable products and services.                                                                                                          



The price of our common stock is likely to be volatile and
subject to wide fluctuations.




Anti-takeover provisions in our charter could delay or
prevent an acquisition of our company.






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Potential acquisitions of, or investments in, other
companies may not be available and/or have a negative impact on
our business.








| |   |                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | difficulties in the integration and assimilation of the
    operations, technologies, products and personnel of the acquired
    business,
|
| |  | the diversion of managements attention from other business
    concerns,                                                                 
|
| |  | the availability of favorable acquisition financing, and                                                                                  
|
| |  | the potential loss of key employees and/or customers of any
    acquired business.                                                        








|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About Market
    Risk





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|        |                                            
|------- | -------------------------------------------
|Item 8. | Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


|                                                                                                                    |  |  |    | 
|------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Report of Independent Registered Public
    Accounting Firm                                                         |  |  | 45 | 
|Consolidated Balance Sheets at
    June 30, 2005 and 2004                                                           |  |  | 46 | 
|Consolidated Statements of Operations for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 47 | 
|Consolidated Statements of Cash Flows for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 48 | 
|Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2005, 2004 and 2003 |  |  | 49 | 
|Notes to Consolidated Financial Statements
    (including unaudited quarterly results of operations)                |  |  | 50 | 
|Index to Financial Statement Schedules                                                                              |  |  | 79 | 
|Schedule II  Valuation and
    Qualifying Accounts                                                                 |  |  | 87 | 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of Harris
Interactive Inc.:




Consolidated Financial Statements and Financial Statement
Schedule




Internal Control over Financial Reporting


Internal Control  Integrated Framework Internal Control 
Integrated Framework








| |                           
| | --------------------------
| | PricewaterhouseCoopers LLP





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HARRIS INTERACTIVE INC.





CONSOLIDATED BALANCE SHEETS


(in thousands, except share and per share amounts)


|                                        |                                                                                                                                                               |                                            |       |         |          |  |       |         |         | 
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ------- | -------- |  | ----- | ------- | ------- | 
|                                        |                                                                                                                                                               | June 30,                                   |       |         | June 30, | 
|                                        |                                                                                                                                                               | 2005                                       |       |         | 2004     | 
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|ASSETS                                  |                                                                                                                                                               |                                            |       |         |          |  |       |        
|Current assets:                         |                                                                                                                                                               |                                            |       |         |          |  |       |        
|                                        | Cash and cash equivalents                                                                                                                                     |                                            | $     | 13,118  |          |  | $     | 12,511  |        
|                                        | Marketable securities                                                                                                                                         |                                            |       | 23,392  |          |  |       | 42,603  |        
|                                        | Accounts receivable, less allowances of $205 and $224,
    respectively                                                                                       |                                            |       | 35,041  |          |  |       | 22,476  |        
|                                        | Costs and estimated earnings in excess of billings on
    uncompleted contracts                                                                               |                                            |       | 10,808  |          |  |       | 5,648   |        
|                                        | Other current assets                                                                                                                                          |                                            |       | 3,751   |          |  |       | 4,170   |        
|                                        | Deferred tax assets, net                                                                                                                                      |                                            |       | 4,712   |          |  |       | 6,340   |        
|                                        | Assets from discontinued operations                                                                                                                           |                                            |       |        |          |  |       | 6,800   |        
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                        |                                                                                                                                                               | Total current assets                       |       |         | 90,822   |  |       |         | 100,548 | 
|                                        | Property, plant and equipment, net                                                                                                                            |                                            |       | 12,528  |          |  |       | 6,031   |        
|                                        | Goodwill                                                                                                                                                      |                                            |       | 101,287 |          |  |       | 60,953  |        
|                                        | Other intangibles, less accumulated amortization of $2,605 and
    $945, respectively                                                                         |                                            |       | 12,865  |          |  |       | 2,745   |        
|                                        | Deferred tax assets, net                                                                                                                                      |                                            |       | 23,475  |          |  |       | 26,232  |        
|                                        | Other assets                                                                                                                                                  |                                            |       | 1,385   |          |  |       | 1,562   |        
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                        |                                                                                                                                                               | Total assets                               |       | $       | 242,362  |  |       | $       | 198,071 | 
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                       
|LIABILITIES AND STOCKHOLDERS EQUITY    |                                                                                                                                                               |                                            |       |         |          |  |       |        
|Current liabilities:                    |                                                                                                                                                               |                                            |       |         |          |  |       |        
|                                        | Accounts payable                                                                                                                                              |                                            |       | 9,611   |          |  |       | 6,859   |        
|                                        | Accrued expenses                                                                                                                                              |                                            |       | 21,519  |          |  |       | 11,466  |        
|                                        | Billings in excess of costs and estimated earnings on
    uncompleted contracts                                                                               |                                            |       | 13,785  |          |  |       | 10,756  |        
|                                        | Liabilities from discontinued operations                                                                                                                      |                                            |       |        |          |  |       | 1,051   |        
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                        |                                                                                                                                                               | Total current liabilities                  |       |         | 44,915   |  |       |         | 30,132  | 
|Deferred tax liabilities                |                                                                                                                                                               |                                            | 3,171 |         |          |  | 1,739 |        
|Other long-term liabilities             |                                                                                                                                                               |                                            | 1,783 |         |          |  | 711   |        
|Commitments and Contingencies (Note 20) |                                                                                                                                                               |                                            |       |         |          |  |       |        
|Stockholders equity:                   |                                                                                                                                                               |                                            |       |         |          |  |       |        
|                                        | Preferred stock, $.001 par value, 5,000,000 shares
    authorized; 0 shares issued at June 30, 2005 and 2004                                                  |                                            |       |        |          |  |       |        |        
|                                        | Common stock, $.001 par value, 100,000,000 shares
    authorized; 61,374,981 shares issued at June 30, 2005
    and 57,013,320 shares issued at June 30, 2004 |                                            |       | 61      |          |  |       | 57      |        
|                                        | Additional paid-in capital                                                                                                                                    |                                            |       | 221,032 |          |  |       | 195,817 |        
|                                        | Accumulated other comprehensive income (loss)                                                                                                                 |                                            |       | 194     |          |  |       | (8      | )      
|                                        | Accumulated deficit                                                                                                                                           |                                            |       | (28,794 | )        |  |       | (30,377 | )      
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                        |                                                                                                                                                               | Total stockholders equity                 |       |         | 192,493  |  |       |         | 165,489 | 
|                                        |                                                                                                                                                               |                                            |       |         |          | 
|                                        |                                                                                                                                                               | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |       | $       | 242,362  |  |       | $       | 198,071 | 
|                                        |                                                                                                                                                               |                                            |       |         |          | 



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HARRIS INTERACTIVE INC.





CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except share and per share amounts)


|                                              |                                                                                               |                              |            |         |       |   |            |        |        |   |            |        |       | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------- | ---------- | ------- | ----- | - | ---------- | ------ | ------ | - | ---------- | ------ | ----- | 
|                                              |                                                                                               | For the Years Ended June 30, |           
|                                              |                                                                                               |                              |           
|                                              |                                                                                               | 2005                         |            |         | 2004  |   |            | 2003   |       
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Revenue from services                         |                                                                                               | $                            | 196,965    |         |       | $ | 138,482    |        |        | $ | 124,094    |       
|Cost of services                              |                                                                                               |                              | 93,330     |         |       |   | 64,543     |        |        |   | 61,816     |       
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              | Gross profit                                                                                  |                              |            | 103,635 |       |   |            | 73,939 |        |   |            | 62,278 |      
|Operating expenses:                           |                                                                                               |                              |            |         |       |   |            |        |        |   |            |       
|                                              | Sales and marketing                                                                           |                              |            | 20,366  |       |   |            | 11,915 |        |   |            | 9,438  |      
|                                              | General and administrative                                                                    |                              |            | 65,746  |       |   |            | 43,964 |        |   |            | 40,952 |      
|                                              | Depreciation and amortization                                                                 |                              |            | 7,362   |       |   |            | 4,796  |        |   |            | 5,620  |      
|                                              | Restructuring (credits) charges                                                               |                              |            | 1,132   |       |   |            |       |        |   |            | (997   | )    
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              | Total operating expenses                                                                      |                              |            | 94,606  |       |   |            | 60,675 |        |   |            | 55,013 |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              |                                                                                               | Operating income             |            |         | 9,029 |   |            |        | 13,264 |   |            |        | 7,265 | 
|Interest and other income                     |                                                                                               |                              | 742        |         |       |   | 637        |        |        |   | 587        |       
|Interest expense                              |                                                                                               |                              | (150       | )       |       |   | (107       | )      |        |   | (17        | )     
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              | Income from continuing operations before income taxes                                         |                              |            | 9,621   |       |   |            | 13,794 |        |   |            | 7,835  |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Income tax (benefit) expense                  |                                                                                               |                              | 5,083      |         |       |   | (16,009    | )      |        |   | (2,998     | )     
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              | Income from continuing operations                                                             |                              |            | 4,538   |       |   |            | 29,803 |        |   |            | 10,833 |      
|                                              | Income (loss) from discontinued operations (including loss on
    disposal of $2,684 in 2005) |                              |            | (2,955  | )     |   |            | 115    |        |   |            | 274    |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              | Net income                                                                                    |                              | $          | 1,583   |       |   | $          | 29,918 |        |   | $          | 11,107 |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Basic net income (loss) per share(*):         |                                                                                               |                              |            |         |       |   |            |        |        |   |            |       
|                                              | Continuing operations                                                                         |                              | $          | 0.08    |       |   | $          | 0.53   |        |   | $          | 0.20   |      
|                                              | Discontinued operations                                                                       |                              |            | (0.05   | )     |   |            | 0.00   |        |   |            | 0.01   |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              |                                                                                               | Basic net income per share   |            | $       | 0.03  |   |            | $      | 0.53   |   |            | $      | 0.21  | 
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Diluted net income (loss) per share(*):       |                                                                                               |                              |            |         |       |   |            |        |        |   |            |       
|                                              | Continuing operations                                                                         |                              | $          | 0.07    |       |   | $          | 0.52   |        |   | $          | 0.20   |      
|                                              | Discontinued operations                                                                       |                              |            | (0.05   | )     |   |            | 0.00   |        |   |            | 0.01   |      
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|                                              |                                                                                               | Diluted net income per share |            | $       | 0.03  |   |            | $      | 0.52   |   |            | $      | 0.20  | 
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Weighted average shares outstanding  basic   |                                                                                               |                              | 60,264,152 |         |       |   | 56,099,330 |        |        |   | 52,983,689 |       
|                                              |                                                                                               |                              |            |         |       |   |            |        |       
|Weighted average shares outstanding  diluted |                                                                                               |                              | 61,238,064 |         |       |   | 57,444,785 |        |        |   | 54,638,596 |       
|                                              |                                                                                               |                              |            |         |       |   |            |        |       








47



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HARRIS INTERACTIVE INC.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |         |         |        |        |         |        |  
|------------------------------------------------------------ | ----------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------------------------------------- | ----- | ------- | ------- | ------ | ------ | ------- | ------- | ------ | ------ | ------- | ------ | -
|                                                             |                                                                                           | For the Years Ended June 30,                                    |                                                                                
|                                                             |                                                                                           |                                                                 |                                                                                
|                                                             |                                                                                           | 2005                                                            |                                                                                 |       | 2004    |         |        | 2003   |        
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Cash flows from operating activities:                        |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |         |         |        |       
|                                                             | Net income                                                                                |                                                                 | $                                                                               | 1,583 |         |         | $      | 29,918 |         |         | $      | 11,107 |        
|                                                             |                                                                                           | Income (loss) from discontinued operations                      |                                                                                 |       | (2,955  | )       |        |        | 115     |         |        |        | 274     |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|                                                             |                                                                                           | Income from continuing operations                               |                                                                                 |       | 4,538   |         |        |        | 29,803  |         |        |        | 10,833  |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|                                                             | Adjustments to reconcile net income (loss) to net cash used in
    operating activities  |                                                                 |                                                                                 |       |         |         |        |        |         |         |        |        |        
|                                                             |                                                                                           | Depreciation and amortization                                   |                                                                                 |       | 7,362   |         |        |        | 4,796   |         |        |        | 5,526   |       
|                                                             |                                                                                           | Restructuring (credits) charges and asset write-offs            |                                                                                 |       | 1,132   |         |        |        | (150    | )       |        |        | (997    | )     
|                                                             |                                                                                           | Windfall stock option adjustment                                |                                                                                 |       | 859     |         |        |        | 8,026   |         |        |        |        |       
|                                                             |                                                                                           | Less: Cash outflows related to restructuring charges            |                                                                                 |       | (643    | )       |        |        |        |         |        |        | (1,025  | )     
|                                                             |                                                                                           | Amortization of deferred compensation                           |                                                                                 |       |        |         |        |        | 56      |         |        |        | 91      |       
|                                                             |                                                                                           | Amortization of premium and discount on marketable securities   |                                                                                 |       | 22      |         |        |        | 373     |         |        |        | 259     |       
|                                                             |                                                                                           | (Increase) decrease in assets, net of acquisition              |                                                                                 |       |         |         |        |        |         |         |        |        |         |       
|                                                             |                                                                                           |                                                                 | Accounts receivable                                                             |       |         | (6,239  | )      |        |         | (1,284  | )      |        |         | 177    |  
|                                                             |                                                                                           |                                                                 | Cost and estimated earnings in excess of billings on uncompleted
    contracts  |       |         | (1,714  | )      |        |         | (1,985  | )      |        |         | 742    |  
|                                                             |                                                                                           |                                                                 | Other current assets                                                            |       |         | (16     | )      |        |         | (1,306  | )      |        |         | (3,769 | )
|                                                             |                                                                                           |                                                                 | Deferred taxes                                                                  |       |         | 2,900   |        |        |         | (24,994 | )      |        |         | 664    |  
|                                                             |                                                                                           |                                                                 | Other assets                                                                    |       |         | 1,566   |        |        |         | 460     |        |        |         | 335    |  
|                                                             |                                                                                           | (Decrease) increase in liabilities, net of
    acquisition     |                                                                                 |       |         |         |        |        |         |         |        |        |         |       
|                                                             |                                                                                           |                                                                 | Accounts payable                                                                |       |         | 1,689   |        |        |         | 170     |        |        |         | (850   | )
|                                                             |                                                                                           |                                                                 | Accrued expenses                                                                |       |         | 2,298   |        |        |         | 2,320   |        |        |         | (266   | )
|                                                             |                                                                                           |                                                                 | Other liabilities                                                               |       |         | 1,072   |        |        |         | 135     |        |        |         | (762   | )
|                                                             |                                                                                           |                                                                 | Billings in excess of costs and estimated earnings on
    uncompleted contracts |       |         | 760     |        |        |         | (60     | )      |        |         | 443    |  
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|                                                             |                                                                                           |                                                                 | Net cash provided by operating activities                                       |       |         | 15,586  |        |        |         | 16,360  |        |        |         | 11,401 |  
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Cash flows from investing activities:                        |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |         |         |        |       
|                                                             |                                                                                           | Cash paid in connection with acquisitions, net of cash acquired |                                                                                 |       | (20,767 | )       |        |        | (2,623  | )       |        |        | 168     |       
|                                                             |                                                                                           | Purchase of marketable securities                               |                                                                                 |       | (27,323 | )       |        |        | (42,229 | )       |        |        | (37,196 | )     
|                                                             |                                                                                           | Proceeds from maturities and sales of marketable securities     |                                                                                 |       | 46,580  |         |        |        | 21,995  |         |        |        | 32,523  |       
|                                                             |                                                                                           | Capital expenditures                                            |                                                                                 |       | (9,426  | )       |        |        | (1,545  | )       |        |        | (2,270  | )     
|                                                             |                                                                                           | Acquisition of trademarks                                       |                                                                                 |       | (4,000  | )       |        |        |        |         |        |        |        |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|                                                             |                                                                                           |                                                                 | Net cash (used in) investing activities                                         |       |         | (14,936 | )      |        |         | (24,402 | )      |        |         | (6,775 | )
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Cash flows from financing activities:                        |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |         |         |        |       
|                                                             |                                                                                           | Repayments of outstanding notes                                 |                                                                                 |       | (6,076  | )       |        |        |        |         |        |        |        |       
|                                                             |                                                                                           | Decrease in long-term borrowings                                |                                                                                 |       |        |         |        |        |        |         |        |        | (1,507  | )     
|                                                             |                                                                                           | Issuance of common stock and stock options                      |                                                                                 |       | 3,065   |         |        |        | 5,672   |         |        |        | 4,090   |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|                                                             |                                                                                           |                                                                 | Net cash (used in) provided by financing activities                             |       |         | (3,011  | )      |        |         | 5,672   |        |        |         | 2,583  |  
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Net cash from discontinued operations                        |                                                                                           |                                                                 | 3,020                                                                           |       |         |         | (986   | )      |         |         | (724   | )     
|Effect of exchange rate changes on cash and cash equivalents |                                                                                           |                                                                 | (52                                                                             | )     |         |         | 139    |        |         |         | (44    | )     
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Net increase (decrease) in cash and cash equivalents         |                                                                                           |                                                                 | 607                                                                             |       |         |         | (3,217 | )      |         |         | 6,441  |       
|Cash and cash equivalents at beginning of period             |                                                                                           |                                                                 | 12,511                                                                          |       |         |         | 15,728 |        |         |         | 9,287  |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        
|Cash and cash equivalents at end of period                   |                                                                                           | $                                                               | 13,118                                                                          |       |         | $       | 12,511 |        |         | $       | 15,728 |       
|                                                             |                                                                                           |                                                                 |                                                                                 |       |         |         |        |        |        



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HARRIS INTERACTIVE INC.





CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY


(In thousands)


|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         |        |  
|------------------------------------------------------------------------------------------- | ---------------------------------------- | ------------ | ------ | - | ---------- |  | -- | ----------- | ----------- |  | ------------- | -------- |  | ------------- | ---- | - | -------- |  | ---- | ------- | ----- |  | ------------- | ------ |  | ------ | ------ | - |  |  | ---- | - |  |  | ------- | ------ | -
|                                                                                            |                                          | Common Stock |        |   |            |  |    |             | Accumulated |  |               | Retained |  |               |      |   |          |  |     
|                                                                                            |                                          | Outstanding  |        |   | Additional |  |    | Unamortized |             |  | Other         |          |  | Earnings      |      |   |          |  |      |         | Total | 
|                                                                                            |                                          |              |        |   | Paid-in    |  |    | Deferred    |             |  | Comprehensive |          |  | (Accumulated  |      |   | Treasury |  |      | Officer |       |  | Stockholders |       
|                                                                                            |                                          | Shares       |        |   | Amount     |  |    | Capital     |             |  | Compensation  |          |  | Income (Loss) |      |   | Deficit) |  |      | Stock   |       |  | Loan          |        |  | Equity |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Balance at June 30, 2002                                                                    |                                          |              | 53,020 |   |            |  | 53 |             |             |  | 177,014       |          |  |               | (147 | ) |          |  | (248 | )       |       |  | (71,402       | )      |  |        | (1,693 | ) |  |  | (277 | ) |  |  | 103,300 |       
|Comprehensive income:                                                                       |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         |       
|                                                                                            | Net income                               |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               | 11,107 |  |        |        |   |  |  |      |   |  |  |         | 11,107 |  
|                                                                                            | Unrealized loss on marketable securities |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | (20     | )     |  |               |        |  |        |        |   |  |  |      |   |  |  |         | (20    | )
|                                                                                            | Foreign currency translation             |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | (55     | )     |  |               |        |  |        |        |   |  |  |      |   |  |  |         | (55    | )
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Total comprehensive income                                                                  |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 11,032  |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Exercise of options                                                                         |                                          |              | 2,101  |   |            |  | 2  |             |             |  | 3,209         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 3,211   |       
|Issuance of common stock under Employee Stock Purchase Plan                                 |                                          |              | 100    |   |            |  |    |             |             |  | 268           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 268     |       
|Amortization of deferred compensation                                                       |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               | 91   |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 91      |       
|Retirement of common stock                                                                  |                                          |              | (791   | ) |            |  |    |             |             |  | (1,698        | )        |  |               |      |   |          |  |      |         |       |  |               |        |  |        | 1,693  |   |  |  |      |   |  |  | (5      | )     
|Issuance of common stock under 401(k) Plan                                                  |                                          |              | 157    |   |            |  |    |             |             |  | 615           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 615     |       
|Paydown of officer loan                                                                     |                                          |              | (86    | ) |            |  |    |             |             |  | (300          | )        |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  | 277  |   |  |  | (23     | )     
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Balance at June 30, 2003                                                                    |                                          |              | 54,501 |   |            |  | 55 |             |             |  | 179,108       |          |  |               | (56  | ) |          |  | (323 | )       |       |  | (60,295       | )      |  |        |       |   |  |  |     |   |  |  | 118,489 |       
|Comprehensive income:                                                                       |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         |       
|                                                                                            | Net income                               |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               | 29,918 |  |        |        |   |  |  |      |   |  |  |         | 29,918 |  
|                                                                                            | Unrealized loss on marketable securities |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | (188    | )     |  |               |        |  |        |        |   |  |  |      |   |  |  |         | (188   | )
|                                                                                            | Foreign currency translation             |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | 503     |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         | 503    |  
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Total comprehensive income                                                                  |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 30,233  |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Exercise of options                                                                         |                                          |              | 2,034  |   |            |  | 2  |             |             |  | 4,536         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 4,538   |       
|Issuance of common stock under Employee Stock Purchase Plan                                 |                                          |              | 67     |   |            |  |    |             |             |  | 373           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 373     |       
|Windfall stock option adjustment                                                            |                                          |              |        |   |            |  |    |             |             |  | 8,026         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 8,026   |       
|Amortization of deferred compensation                                                       |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               | 56   |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 56      |       
|Issuance of common stock under 401(k) Plan                                                  |                                          |              | 96     |   |            |  |    |             |             |  | 728           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 728     |       
|Issuance of common stock for acquisitions                                                   |                                          |              | 315    |   |            |  |    |             |             |  | 3,046         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 3,046   |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Balance at June 30, 2004                                                                    |                                          |              | 57,013 |   |            |  | 57 |             |             |  | 195,817       |          |  |               |     |   |          |  | (8   | )       |       |  | (30,377       | )      |  |        |       |   |  |  |     |   |  |  | 165,489 |       
|Comprehensive income:                                                                       |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         |       
|                                                                                            | Net income                               |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               | 1,583  |  |        |        |   |  |  |      |   |  |  |         | 1,583  |  
|                                                                                            | Unrealized gain on marketable securities |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | 76      |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         | 76     |  
|                                                                                            | Foreign currency translation             |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      | 126     |       |  |               |        |  |        |        |   |  |  |      |   |  |  |         | 126    |  
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Total comprehensive income                                                                  |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 1,786   |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Exercise of options                                                                         |                                          |              | 776    |   |            |  |    |             |             |  | 1,792         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 1,792   |       
|Issuance of common stock under Employee Stock Purchase Plan                                 |                                          |              | 109    |   |            |  |    |             |             |  | 515           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 515     |       
|Issuance of common stock under 401(k) Plan                                                  |                                          |              | 196    |   |            |  |    |             |             |  | 1,032         |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 1,032   |       
|Windfall stock option adjustment                                                            |                                          |              |        |   |            |  |    |             |             |  | 859           |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 859     |       
|Issuance of common stock for acquisitions                                                   |                                          |              | 3,525  |   |            |  | 4  |             |             |  | 22,125        |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | 22,129  |       
|Retirement of common stock surrendered in connection with sale
    of Japanese subsidiaries |                                          |              | (244   | ) |            |  |    |             |             |  | (1,108        | )        |  |               |      |   |          |  |      |         |       |  |               |        |  |        |        |   |  |  |      |   |  |  | (1,108  | )     
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       
|Balance at June 30, 2005                                                                    |                                          |              | 61,375 |   |            |  | 61 |             |             |  | 221,032       |          |  |               |     |   |          |  | 194  |         |       |  | (28,794       | )      |  |        |       |   |  |  |     |   |  |  | 192,493 |       
|                                                                                            |                                          |              |        |   |            |  |    |             |             |  |               |          |  |               |      |   |          |  |      |         |       |  |               |        |  |        |       



49



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HARRIS INTERACTIVE INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Years Ended June 30, 2005, 2004 and 2003


(In thousands, except share and per share amounts)




|   |                        
|-- | -----------------------
|1. | Description of Business

The Harris Poll,




|   |                                           
|-- | ------------------------------------------
|2. | Summary of Significant Accounting Policies



| |                            
| | ---------------------------
| | Principles of Consolidation





| |                 
| | ----------------
| | Use of Estimates





| |                  
| | -----------------
| | Reclassifications





| |                    
| | -------------------
| | Revenue Recognition





Reporting Revenue Gross as a Principal
versus Net as an Agent, Income Statement
Characterization of Reimbursements Received for
Out-of-Pocket Expenses Incurred.


50



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)

Revenue Arrangements
with Multiple Deliverables




| |                 
| | ----------------
| | Cost of Services





| |                    
| | -------------------
| | Panelist Incentives







| |                     
| | --------------------
| | Advertising Expenses





| |                          
| | -------------------------
| | Cash and Cash Equivalents





| |                      
| | ---------------------
| | Marketable Securities

Accounting for Certain Investments in Debt and
Equity Securities.


51



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)



| |                                     
| | ------------------------------------
| | Provision for Uncollectible Accounts





| |                                    
| | -----------------------------------
| | Fair Value of Financial Instruments

Disclosures about
Fair Value of Financial Instruments,




| |                             
| | ----------------------------
| | Concentration of Credit Risk





| |                              
| | -----------------------------
| | Property, Plant and Equipment



Accounting for Leases,




| |                                     
| | ------------------------------------
| | Goodwill and Other Intangible Assets

Goodwill and Other Intangible
Assets,


52



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)







| |                                                             
| | ------------------------------------------------------------
| | Computer Software Developed or Obtained for Internal
    Use

Accounting for Costs of Computer Software Developed or
Obtained for Internal Use,




| |                  
| | -----------------
| | Long-Lived Assets

Accounting for the
Impairment and Disposal of Long-Lived Assets




| |             
| | ------------
| | Income Taxes





| |                         
| | ------------------------
| | Post-employment Payments



53



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)





| |                             
| | ----------------------------
| | Foreign Currency Translation

Foreign Currency
Translation,




| |                            
| | ---------------------------
| | Comprehensive Income (Loss)





| |                        
| | -----------------------
| | Income (Loss) Per Share

Earnings Per
Share,


. Accounting for
Stock Issued to Employees.


54



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)

Accounting
for Stock-Based Compensation  Transition and
Disclosure,


|     |  |                      |        |              |                 |   |           |              |  |   |             |  |  |       |      |  |          |   |      |       |  |   |      |  |  |   |      | 
|---- |  | -------------------- | ------ | ------------ | --------------- | - | --------- | ------------ |  | - | ----------- |  |  | ----- | ---- |  | -------- | - | ---- | ----- |  | - | ---- |  |  | - | ---- | 
|     |  |                      |        |              |                 |   |           | Basic Net    |  |   | Diluted Net | 
|     |  |                      |        |              |                 |   |           | Income       |  |   | Income      | 
|     |  |                      |        | per Share    |                 |   | per Share |             
|     |  | Net Income           |        |              | Available       |   |           | Available to | 
|     |  | Available to Holders |        |              | to Holders      |   |           | Holders of   | 
|     |  | of Common Stock      |        |              | of Common Stock |   |           | Common Stock | 
|     |  |                      |        |              |                 |   |           |              | 
|     |  |                      |        | Fair Value   |                 |   |           |              |  |   |            
|     |  |                      |        | Compensation |                 |   |           |              |  |   |            
|     |  |                      |        | Expense      |                 |   |           |              |  |   |            
|     |  | As                   |        |              | (Net of         |   |           | Pro          |  |   | As          |  |  | Pro   |      |  | As       |   |      | Pro   | 
|     |  | Reported             |        |              | Tax)            |   |           | Forma        |  |   | Reported    |  |  | Forma |      |  | Reported |   |      | Forma | 
|     |  |                      |        |              |                 |   |           |              |  |   |             |  |  |       |      |  |          |   |      |       | 
|2005 |  | $                    | 1,583  |              |                 | $ | 1,490     |              |  | $ | 93          |  |  | $     | 0.03 |  |          | $ | 0.00 |       |  | $ | 0.03 |  |  | $ | 0.00 | 
|2004 |  |                      | 29,918 |              |                 |   | 1,101     |              |  |   | 28,817      |  |  |       | 0.53 |  |          |   | 0.51 |       |  |   | 0.52 |  |  |   | 0.50 | 
|2003 |  |                      | 11,107 |              |                 |   | 1,099     |              |  |   | 10,008      |  |  |       | 0.21 |  |          |   | 0.19 |       |  |   | 0.20 |  |  |   | 0.18 | 



| |                  
| | -----------------
| | Segment Reporting

Disclosures about Segments of an
Enterprise and Related Information.


Recent Accounting Pronouncements




| |            
| | -----------
| | SFAS 123(R)

Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees. Statement of Cash Flows,


55



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)



| |        
| | -------
| | SAB 107





| |         
| | --------
| | SFAS 153

Exchanges of Nonmonetary Assets Accounting for Nonmonetary
Transaction




| |         
| | --------
| | SFAS 154

Accounting Changes and Error Corrections Accounting Changes, Reporting Accounting Changes in Interim Financial
Statements,




| |              
| | -------------
| | FSP FAS 109-1

Application of FASB Statement No. 109, Accounting for
Income Taxes, for the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of
2004.


56



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|   |                                                             
|-- | ------------------------------------------------------------
|2. | Summary of Significant Accounting
    Policies  (Continued)

Accounting for Income Taxes.




| |              
| | -------------
| | FSP FAS 109-2

Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of
2004.




|   |                      
|-- | ---------------------
|3. | Business Combinations



| |                   
| | ------------------
| | Wirthlin Worldwide







57



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                    
|-- | -----------------------------------
|3. | Business Combinations  (Continued)

Business
Combinations




|                                                |                       |                           |         |        |         |  
|----------------------------------------------- | --------------------- | ------------------------- | ------- | ------ | ------- | -
|Current assets                                  |                       | $                         | 11,827  |       
|Property, plant and equipment, net              |                       |                           | 1,687   |       
|Goodwill, including $3,926 of acquired goodwill |                       |                           | 39,789  |       
|Intangible assets                               |                       |                           | 7,780   |       
|Other long-term assets                          |                       |                           | 2,281   |       
|                                                |                       |                           |        
|                                                | Total assets acquired |                           |         | 63,364 |        
|                                                |                       |                           |        
|Current liabilities                             |                       |                           | (10,371 | )     
|Deferred tax liability                          |                       |                           | (2,742  | )     
|Notes payable, current                          |                       |                           | (2,828  | )     
|Notes payable, long-term                        |                       |                           | (3,248  | )     
|                                                |                       |                           |        
|                                                |                       | Total liabilities assumed |         |        | (19,189 | )
|                                                |                       |                           |        
|                                                | Net assets acquired   |                           | $       | 44,175 |        
|                                                |                       |                           |        





|                               |  |                              |         |  |             |   |         |             |  |   |         | 
|------------------------------ |  | ---------------------------- | ------- |  | ----------- | - | ------- | ----------- |  | - | ------- | 
|                               |  | Twelve Months Ended June 30, |        
|                               |  |                              |        
|                               |  | (Pro-forma)                  |         |  | (Pro-forma) |   |         | (Pro-forma) | 
|                               |  | (Unaudited)                  |         |  | (Unaudited) |   |         | (Unaudited) | 
|                               |  | 2005                         |         |  | 2004        |   |         | 2003        | 
|                               |  |                              |         |  |             |   |         |             | 
|Revenue from services          |  | $                            | 210,702 |  |             | $ | 193,498 |             |  | $ | 182,794 | 
|Net income                     |  |                              | 1,887   |  |             |   | 33,867  |             |  |   | 11,660  | 
|Net income per share  basic   |  | $                            | 0.03    |  |             | $ | 0.60    |             |  | $ | 0.22    | 
|Net income per share  diluted |  | $                            | 0.03    |  |             | $ | 0.59    |             |  | $ | 0.21    | 

58



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                    
|-- | -----------------------------------
|3. | Business Combinations  (Continued)



| |         
| | --------
| | Novatris











|                                   |                       |                           |        |       |        |  
|---------------------------------- | --------------------- | ------------------------- | ------ | ----- | ------ | -
|Current assets                     |                       | $                         | 1,651  |      
|Property, plant and equipment, net |                       |                           | 138    |      
|Goodwill                           |                       |                           | 3,508  |      
|Intangible assets                  |                       |                           | 2,440  |      
|Other long-term assets             |                       |                           | 511    |      
|                                   |                       |                           |       
|                                   | Total assets acquired |                           |        | 8,248 |       
|                                   |                       |                           |       
|Current liabilities                |                       |                           | (1,591 | )    
|Deferred tax liability             |                       |                           | (830   | )    
|                                   |                       |                           |       
|                                   |                       | Total liabilities assumed |        |       | (2,421 | )
|                                   |                       |                           |       
|                                   | Net assets acquired   |                           | $      | 5,827 |       
|                                   |                       |                           |       




59



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                    
|-- | -----------------------------------
|3. | Business Combinations  (Continued)

 






|   |                      
|-- | ---------------------
|4. | Restructuring Charges



| |            
| | -----------
| | Fiscal 2005





|                                                   |                                                   |           |     |       |            |   |     |       |   |   |       |      |  
|-------------------------------------------------- | ------------------------------------------------- | --------- | --- | ----- | ---------- | - | --- | ----- | - | - | ----- | ---- | -
|                                                   |                                                   |           |     | Lease |            |   |    
|                                                   |                                                   | Severance |     |       | Commitment |   |     | Total |  
|                                                   |                                                   |           |     |       |            |   |     |       |  
|Net charge during the third quarter of fiscal 2005 |                                                   | $         | 841 |       |            | $ | 214 |       |   | $ | 1,055 |     
|                                                   | Cash payments during fiscal 2005                  |           |     | (608  | )          |   |     | (35   | ) |   |       | (643 | )
|                                                   | Fiscal 2005 adjustments during the fourth quarter |           |     | 77    |            |   |     |      |   |   |       | 77   |  
|                                                   |                                                   |           |     |       |            |   |     |       |  
|Remaining reserve at June 30, 2005                 |                                                   | $         | 310 |       |            | $ | 179 |       |   | $ | 489   |     
|                                                   |                                                   |           |     |       |            |   |     |       |  





60



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|   |                        
|-- | -----------------------
|5. | Discontinued Operations









|                                                                                              |  |      |       |   |      |   |       |      |  |   |       | 
|--------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | 
|                                                                                              |  | 2005 |       |   | 2004 |   |       | 2003 | 
|                                                                                              |  |      |       |   |      |   |       |      | 
|Revenues                                                                                      |  | $    | 4,938 |   |      | $ | 7,550 |      |  | $ | 6,457 | 
|Income (loss) from discontinued operations (excluding loss on
    disposal of $2,684 in 2005) |  |      | (271  | ) |      |   | 115   |      |  |   | 274   | 

61



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                      
|-- | -------------------------------------
|5. | Discontinued Operations  (Continued)



|                                                                                |  |      |       | 
|------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                |  | 2004 |      
|                                                                                |  |      |      
|Cash and cash equivalents                                                       |  | $    | 1,450 | 
|Accounts receivable, net                                                        |  |      | 1,400 | 
|Costs and estimated earnings in excess of billings on
    uncompleted contracts |  |      | 237   | 
|Other current assets                                                            |  |      | 57    | 
|Property, plant and equipment, net                                              |  |      | 230   | 
|Goodwill                                                                        |  |      | 2,954 | 
|Deferred tax assets                                                             |  |      | 98    | 
|Other assets                                                                    |  |      | 374   | 
|                                                                                |  |      |      
|Assets from discontinued operations                                             |  |      | 6,800 | 
|                                                                                |  |      |      
|Accounts payable                                                                |  |      | 779   | 
|Accrued expenses                                                                |  |      | 272   | 
|                                                                                |  |      |      
|Liabilities from discontinued operations                                        |  |      | 1,051 | 
|                                                                                |  |      |      



|   |                      
|-- | ---------------------
|6. | Marketable Securities



|                                    |                       |      |        |        |            |   |        |        |  |   |            |        |  |   |        |        | 
|----------------------------------- | --------------------- | ---- | ------ | ------ | ---------- | - | ------ | ------ |  | - | ---------- | ------ |  | - | ------ | ------ | 
|                                    |                       | 2005 |        |        | 2004       |  
|                                    |                       |      |        |        |            |  
|                                    |                       | Cost |        |        | Fair Value |   |        | Cost   |  |   | Fair Value |       
|                                    |                       |      |        |        |            |   |        |        |  |   |            |       
|Type of issue:                      |                       |      |        |        |            |   |        |        |  |   |            |        |  |   |        |       
|                                    | Commercial paper      |      | $      |       |            |   | $      |       |  |   | $          | 2,000  |  |   | $      | 2,000  | 
|                                    | Corporate bonds       |      |        | 6,462  |            |   |        | 6,426  |  |   |            | 9,783  |  |   |        | 9,740  | 
|                                    | Government securities |      |        | 17,046 |            |   |        | 16,966 |  |   |            | 31,002 |  |   |        | 30,863 | 
|                                    |                       |      |        |        |            |   |        |        |  |   |            |       
|Total available-for-sale securities |                       | $    | 23,508 |        |            | $ | 23,392 |        |  | $ | 42,785     |        |  | $ | 42,603 |       
|                                    |                       |      |        |        |            |   |        |        |  |   |            |       





|                                    |                                        |      |        |        |            |   |        |        |  |   |            |        |  |   |        |        | 
|----------------------------------- | -------------------------------------- | ---- | ------ | ------ | ---------- | - | ------ | ------ |  | - | ---------- | ------ |  | - | ------ | ------ | 
|                                    |                                        | 2005 |        |        | 2004       |  
|                                    |                                        |      |        |        |            |  
|                                    |                                        | Cost |        |        | Fair Value |   |        | Cost   |  |   | Fair Value |       
|                                    |                                        |      |        |        |            |   |        |        |  |   |            |       
|Maturity date:                      |                                        |      |        |        |            |   |        |        |  |   |            |        |  |   |        |       
|                                    | Due in one year or less                |      | $      | 18,699 |            |   | $      | 18,626 |  |   | $          | 21,326 |  |   | $      | 21,283 | 
|                                    | Due after one year through three years |      |        | 4,809  |            |   |        | 4,766  |  |   |            | 21,459 |  |   |        | 21,320 | 
|                                    |                                        |      |        |        |            |   |        |        |  |   |            |       
|Total available-for-sale securities |                                        | $    | 23,508 |        |            | $ | 23,392 |        |  | $ | 42,785     |        |  | $ | 42,603 |       
|                                    |                                        |      |        |        |            |   |        |        |  |   |            |       

62



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                    
|-- | -----------------------------------
|6. | Marketable Securities  (Continued)





|   |                                                     
|-- | ----------------------------------------------------
|7. | Revision in the Classification of Certain Securities









| |                    
| | -------------------
| | Current Investments





|   |                      
|-- | ---------------------
|8. | Contracts In Progress



|                                         |  |      |         |   |      |   |         |  
|---------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                         |  | 2005 |         |   | 2004 |  
|                                         |  |      |         |   |      |  
|Accumulated costs and estimated earnings |  | $    | 50,560  |   |      | $ | 25,557  |  
|Billings                                 |  |      | (53,537 | ) |      |   | (30,665 | )
|                                         |  |      |         |   |      |  
|                                         |  | $    | (2,977  | ) |      | $ | (5,108  | )
|                                         |  |      |         |   |      |  

63



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|   |                                    
|-- | -----------------------------------
|8. | Contracts In Progress  (Continued)



|                                                                                |  |      |         |   |      |   |         |  
|------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                |  | 2005 |         |   | 2004 |  
|                                                                                |  |      |         |   |      |  
|Costs and estimated earnings in excess of billings on
    uncompleted contracts |  | $    | 10,808  |   |      | $ | 5,648   |  
|Billings in excess of costs and estimated earnings on
    uncompleted contracts |  |      | (13,785 | ) |      |   | (10,756 | )
|                                                                                |  |      |         |   |      |  
|                                                                                |  | $    | (2,977  | ) |      | $ | (5,108  | )
|                                                                                |  |      |         |   |      |  

9.     Property, Plant and
Equipment




|                       |                          |      |        |         |      |   |        |         |  
|---------------------- | ------------------------ | ---- | ------ | ------- | ---- | - | ------ | ------- | -
|                       |                          | 2005 |        |         | 2004 |  
|                       |                          |      |        |         |      |  
|Furniture and fixtures |                          | $    | 5,198  |         |      | $ | 4,457  |        
|Equipment              |                          |      | 25,287 |         |      |   | 20,868 |        
|Leasehold improvements |                          |      | 8,749  |         |      |   | 3,474  |        
|                       |                          |      |        |         |      |  
|                       |                          |      | 39,234 |         |      |   | 28,799 |        
|                       | Accumulated depreciation |      |        | (26,706 | )    |   |        | (22,768 | )
|                       |                          |      |        |         |      |  
|                       |                          | $    | 12,528 |         |      | $ | 6,031  |        
|                       |                          |      |        |         |      |  





|    |                            
|--- | ---------------------------
|10. | Enterprise-Wide Disclosures





64



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                                          
|--- | -----------------------------------------
|10. | Enterprise-Wide Disclosures  (Continued)



|                                                |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|----------------------------------------------- |  | -------- | ------- |  | -------- | - | ------ | -------- |  | - | ----- | - |  | - | ------- | 
|                                                |  | U.S.     |         |  | Europe   |   |        | Asia     |  |   |      
|                                                |  | Market   |         |  | Market   |   |        | Market   |  |   |      
|                                                |  | Research |         |  | Research |   |        | Research |  |   | Total |  
|                                                |  |          |         |  |          |   |        |          |  |   |       |  
|Year ended June 30, 2005:                       |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services                           |  | $        | 149,919 |  |          | $ | 46,523 |          |  | $ | 523   |   |  | $ | 196,965 | 
|Net income (loss)                               |  |          | 5,786   |  |          |   | (1,150 | )        |  |   | (98   | ) |  |   | 4,538   | 
|Long-lived assets                               |  |          | 9,385   |  |          |   | 3,139  |          |  |   | 4     |   |  |   | 12,528  | 
|Deferred tax assets, net of valuation allowance |  |          | 27,878  |  |          |   | 243    |          |  |   | 66    |   |  |   | 28,187  | 
|Year ended June 30, 2004:                       |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services                           |  | $        | 111,999 |  |          | $ | 26,483 |          |  | $ |      |   |  | $ | 138,482 | 
|Net income (loss)                               |  |          | 30,040  |  |          |   | (237   | )        |  |   |      |   |  |   | 29,803  | 
|Long-lived assets                               |  |          | 4,355   |  |          |   | 1,676  |          |  |   |      |   |  |   | 6,031   | 
|Deferred tax assets, net of valuation allowance |  |          | 32,254  |  |          |   | 318    |          |  |   |      |   |  |   | 32,572  | 
|Year ended June 30, 2003:                       |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services                           |  | $        | 101,050 |  |          | $ | 23,044 |          |  | $ |      |   |  | $ | 124,094 | 
|Net income (loss)                               |  |          | 10,130  |  |          |   | 703    |          |  |   |      |   |  |   | 10,833  | 
|Long-lived assets                               |  |          | 5,951   |  |          |   | 1,651  |          |  |   |      |   |  |   | 7,602   | 
|Deferred tax assets, net of valuation allowance |  |          | 3,890   |  |          |   | 14     |          |  |   |      |   |  |   | 3,904   | 



|    |                 
|--- | ----------------
|11. | Accrued Expenses



|                                                    |  |      |        |  |      |   |        | 
|--------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | 
|                                                    |  | 2005 |        |  | 2004 |  
|                                                    |  |      |        |  |      |  
|Payroll and withholding expenses                    |  | $    | 2,738  |  |      | $ | 1,675  | 
|Accrued benefits                                    |  |      | 1,049  |  |      |   | 371    | 
|Bonuses                                             |  |      | 2,168  |  |      |   | 3,000  | 
|Project accruals                                    |  |      | 2,098  |  |      |   | 1,094  | 
|HIpoints accrual                                    |  |      | 2,718  |  |      |   | 1,830  | 
|Accrual for remaining payment to TNS for trademarks |  |      | 2,000  |  |      |   |       | 
|Other                                               |  |      | 8,748  |  |      |   | 3,496  | 
|                                                    |  |      |        |  |      |  
|                                                    |  |      | 21,519 |  |      |   | 11,466 | 
|                                                    |  |      |        |  |      |  





|    |                          
|--- | -------------------------
|12. | Line and Letter of Credit




65



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                                        
|--- | ---------------------------------------
|12. | Line and Letter of Credit  (Continued)







|    |             
|--- | ------------
|13. | Income Taxes



|          |         |      |       |       |      |   |         |         |   |   |        |        |  
|--------- | ------- | ---- | ----- | ----- | ---- | - | ------- | ------- | - | - | ------ | ------ | -
|          |         | 2005 |       |       | 2004 |   |         | 2003    |  
|          |         |      |       |       |      |   |         |         |  
|Current:  |         |      |       |       |      |   |         |         |   |   |        |       
|          | Federal |      | $     | 231   |      |   | $       | 160     |   |   | $      | 262    |  
|          | State   |      |       | 290   |      |   |         | 165     |   |   |        | 38     |  
|          | Foreign |      |       |      |      |   |         | 619     |   |   |        |       |  
|          |         |      |       |       |      |   |         |         |  
|          |         | $    | 521   |       |      | $ | 944     |         |   | $ | 300    |       
|Deferred: |         |      |       |       |      |   |         |         |   |   |        |       
|          | Federal |      | $     | 3,381 |      |   | $       | (14,742 | ) |   | $      | (2,654 | )
|          | State   |      |       | 1,291 |      |   |         | (2,371  | ) |   |        | (382   | )
|          | Foreign |      |       | (110  | )    |   |         | 160     |   |   |        | (262   | )
|          |         |      |       |       |      |   |         |         |  
|          |         | $    | 4,562 |       |      | $ | (16,953 | )       |   | $ | (3,298 | )     
|          |         |      |       |       |      |   |         |         |  
|          |         | $    | 5,083 |       |      | $ | (16,009 | )       |   | $ | (2,998 | )     
|          |         |      |       |       |      |   |         |         |  



|        |  |      |        |   |      |   |        |      |  |   |       | 
|------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | 
|        |  | 2005 |        |   | 2004 |   |        | 2003 | 
|        |  |      |        |   |      |   |        |      | 
|U.S.    |  | $    | 10,239 |   |      | $ | 13,252 |      |  | $ | 7,663 | 
|Foreign |  |      | (618   | ) |      |   | 542    |      |  |   | 172   | 
|        |  |      |        |   |      |   |        |      | 
|        |  | $    | 9,621  |   |      | $ | 13,794 |      |  | $ | 7,835 | 
|        |  |      |        |   |      |   |        |      | 

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HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                           
|--- | --------------------------
|13. | Income Taxes  (Continued)



|                                          |  |      |        |   |      |   |        |  
|----------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                          |  | 2005 |        |   | 2004 |  
|                                          |  |      |        |   |      |  
|Net operating loss carryforwards          |  | $    | 26,110 |   |      | $ | 31,569 |  
|Internet database development expenses    |  |      | 1,105  |   |      |   | 892    |  
|Stock option compensation                 |  |      | 142    |   |      |   | 142    |  
|HIpoints accrual                          |  |      | 1,086  |   |      |   | 732    |  
|Capital loss carryover                    |  |      | 1,321  |   |      |   |       |  
|Accrued expenses                          |  |      | 1,157  |   |      |   | 210    |  
|Other                                     |  |      | 96     |   |      |   | 444    |  
|                                          |  |      |        |   |      |  
|Gross deferred tax assets                 |  |      | 31,017 |   |      |   | 33,989 |  
|Valuation allowance                       |  |      | (2,830 | ) |      |   | (1,417 | )
|                                          |  |      |        |   |      |  
|                                          |  |      | 28,187 |   |      |   | 32,572 |  
|Goodwill                                  |  |      | (1,039 | ) |      |   | (780   | )
|Intangible assets created by acquisitions |  |      | (2,132 | ) |      |   | (959   | )
|                                          |  |      |        |   |      |  
|Net deferred tax assets                   |  | $    | 25,016 |   |      | $ | 30,833 |  
|                                          |  |      |        |   |      |  





Business Combinations






67



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                           
|--- | --------------------------
|13. | Income Taxes  (Continued)





|                                                              |  |      |       |  |      |   |         |      |  |   |        |  
|------------------------------------------------------------- |  | ---- | ----- |  | ---- | - | ------- | ---- |  | - | ------ | -
|                                                              |  | 2005 |       |  | 2004 |   |         | 2003 | 
|                                                              |  |      |       |  |      |   |         |      | 
|Expense (benefit) at Federal statutory rate                   |  | $    | 3,367 |  |      | $ | 4,690   |      |  | $ | 2,664  |  
|State income tax expense (benefit), net of Federal income tax |  |      | 1,479 |  |      |   | (1,437  | )    |  |   | 249    |  
|Foreign rate differential                                     |  |      | 106   |  |      |   | 594     |      |  |   | 54     |  
|(Decrease) increase in valuation allowance                    |  |      |      |  |      |   | (19,750 | )    |  |   | (6,023 | )
|Other                                                         |  |      | 131   |  |      |   | (106    | )    |  |   | 58     |  
|                                                              |  |      |       |  |      |   |         |      | 
|                                                              |  | $    | 5,083 |  |      | $ | (16,009 | )    |  | $ | (2,998 | )
|                                                              |  |      |       |  |      |   |         |      | 



14.     Stockholders Equity




| |             
| | ------------
| | Common Stock





| |                             
| | ----------------------------
| | Employee Stock Purchase Plan





| |               
| | --------------
| | Treasury Stock



68



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






14.     Stockholders
Equity  (Continued)




| |                       
| | ----------------------
| | Investor Stock Options





| |                        
| | -----------------------
| | Stockholder Rights Plan





69



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






14.     Stockholders
Equity  (Continued)






|    |                     
|--- | --------------------
|15. | Net Income Per Share



|                                                         |  |                              |            |  |      |  |            |      |  |  |            | 
|-------------------------------------------------------- |  | ---------------------------- | ---------- |  | ---- |  | ---------- | ---- |  |  | ---------- | 
|                                                         |  | For the Years Ended June 30, |           
|                                                         |  |                              |           
|                                                         |  | 2005                         |            |  | 2004 |  |            | 2003 | 
|                                                         |  |                              |            |  |      |  |            |      | 
|Weighted average outstanding common shares for basic EPS |  |                              | 60,264,152 |  |      |  | 56,099,330 |      |  |  | 52,983,689 | 
|Diluted effect of outstanding stock options              |  |                              | 973,912    |  |      |  | 1,345,455  |      |  |  | 1,654,907  | 
|Shares for diluted EPS                                   |  |                              | 61,238,064 |  |      |  | 57,444,785 |      |  |  | 54,638,596 | 



|                                                                           |                                                    |      |            |       |      |   |            |        |  |   |            |        | 
|-------------------------------------------------------------------------- | -------------------------------------------------- | ---- | ---------- | ----- | ---- | - | ---------- | ------ |  | - | ---------- | ------ | 
|                                                                           |                                                    | 2005 |            |       | 2004 |   |            | 2003   | 
|                                                                           |                                                    |      |            |       |      |   |            |        | 
|Numerator:                                                                 |                                                    |      |            |       |      |   |            |        |  |   |            |       
|                                                                           | Net income attributable to holders of common stock |      | $          | 1,583 |      |   | $          | 29,918 |  |   | $          | 11,107 | 
|                                                                           |                                                    |      |            |       |      |   |            |        | 
|Denominator for basic net income per share  weighted
    average shares   |                                                    |      | 60,264,152 |       |      |   | 56,099,330 |        |  |   | 52,983,689 |       
|                                                                           |                                                    |      |            |       |      |   |            |        | 
|Basic net income per share                                                 |                                                    | $    | 0.03       |       |      | $ | 0.53       |        |  | $ | 0.21       |       
|                                                                           |                                                    |      |            |       |      |   |            |        | 
|Denominator for diluted net income per share 
    weighted average shares |                                                    |      | 61,238,064 |       |      |   | 57,444,785 |        |  |   | 54,638,596 |       
|                                                                           |                                                    |      |            |       |      |   |            |        | 
|Diluted net income per share                                               |                                                    | $    | 0.03       |       |      | $ | 0.52       |        |  | $ | 0.20       |       
|                                                                           |                                                    |      |            |       |      |   |            |        | 



|    |                       
|--- | ----------------------
|16. | Employee Stock Options







70



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|    |                                     
|--- | ------------------------------------
|16. | Employee Stock Options  (Continued)





|                             |           |           |           |            |                  |   |      |      | 
|---------------------------- | --------- | --------- | --------- | ---------- | ---------------- | - | ---- | ---- | 
|                             |           | Number of |           |            | Weighted Average |  
|                             |           | Shares    |           |            | Price per Share  |  
|                             |           |           |           |            |                  |  
|Outstanding at July 1, 2002  |           |           | 6,299,058 |            |                  | $ | 2.70 |     
|                             | Granted   |           |           | 785,000    |                  |   |      | 2.48 | 
|                             | Expired   |           |           |           |                  |   |      |     | 
|                             | Forfeited |           |           | (524,572   | )                |   |      | 4.51 | 
|                             | Exercised |           |           | (1,870,341 | )                |   |      | 1.49 | 
|                             |           |           |           |            |                  |  
|Outstanding at June 30, 2003 |           |           | 4,689,145 |            |                  |   | 2.95 |     
|                             | Granted   |           |           | 1,569,500  |                  |   |      | 8.55 | 
|                             | Expired   |           |           |           |                  |   |      |     | 
|                             | Forfeited |           |           | (96,007    | )                |   |      | 5.05 | 
|                             | Exercised |           |           | (2,033,936 | )                |   |      | 2.23 | 
|                             |           |           |           |            |                  |  
|Outstanding at June 30, 2004 |           |           | 4,128,702 |            |                  |   | 5.38 |     
|                             | Granted   |           |           | 3,565,300  |                  |   |      | 5.68 | 
|                             | Expired   |           |           |           |                  |   |      |     | 
|                             | Forfeited |           |           | (989,790   | )                |   |      | 8.36 | 
|                             | Exercised |           |           | (775,990   | )                |   |      | 2.31 | 
|                             |           |           |           |            |                  |  
|Outstanding at June 30, 2005 |           |           | 5,928,222 |            |                  | $ | 6.14 |     



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HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003






|    |                                     
|--- | ------------------------------------
|16. | Employee Stock Options  (Continued)



|                                   |       |             |                     |         |                  |  |     |                |     |          |             |       |      |                   |         |         |           |   |       |       |      | 
|---------------------------------- | ----- | ----------- | ------------------- | ------- | ---------------- |  | --- | -------------- | --- | -------- | ----------- | ----- | ---- | ----------------- | ------- | ------- | --------- | - | ----- | ----- | ---- | 
|Options Outstanding                |       |             | Options Exercisable |        
|                                   |       |             |                     |        
|                                   |       | Weighted    |                     |         |                  |  |    
|                                   |       | Average     |                     |         | Weighted         |  |     |                |     | Weighted |            
|                                   |       | Remaining   |                     |         | Average          |  |     |                |     | Average  |            
|                                   |       | Number      |                     |         | Contractual Life |  |     | Exercise Price |     |          | Number      |       |      | Exercisable Price |        
|Range of Exercise Prices per Share |       | Outstanding |                     |         | (Years)          |  |     | (Per Share)    |     |          | Exercisable |       |      | (Per Share)       |        
|                                   |       |             |                     |         |                  |  |     |                |     |          |             |       |      |                   |        
|$ .47  $ .47                      |       |             | 212,000             |         |                  |  | 2.3 |                |     | $        | 0.47        |       |      |                   | 212,000 |         |           | $ | 0.47  |      
|1.26   2.42                       |       |             | 687,913             |         |                  |  | 6.6 |                |     | $        | 2.25        |       |      |                   | 502,340 |         |           | $ | 2.19  |      
|3.00   4.98                       |       |             | 1,734,279           |         |                  |  | 8.3 |                |     | $        | 4.24        |       |      |                   | 512,585 |         |           | $ | 3.83  |      
|5.00   6.38                       |       |             | 1,188,863           |         |                  |  | 9.5 |                |     | $        | 5.57        |       |      |                   | 146,800 |         |           | $ | 6.66  |      
|6.56   8.96                       |       |             | 1,925,167           |         |                  |  | 8.9 |                |     | $        | 7.64        |       |      |                   | 437,118 |         |           | $ | 13.83 |      
|                                   | 11.00 |             |                     | 180,000 |                  |  |     | 4.7            |     |          | $           | 11.00 |      |                   |         | 180,000 |           |   | $     | 11.00 |     
|                                   |       |             |                     |         |                  |  |     |                |     |          |             |       |      |                   |        
|                                   |       | Total       |                     |         | 5,928,222        |  |     |                | 8.2 |          |             | $     | 5.45 |                   |         |         | 1,990,843 |   |       | $     | 6.14 | 
|                                   |       |             |                     |         |                  |  |     |                |     |          |             |       |      |                   |        





|                                          |  |      |      |   |      |  |      |      |  |  |      |  
|----------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|                                          |  | 2005 |      |   | 2004 |  |      | 2003 | 
|                                          |  |      |      |   |      |  |      |      | 
|Risk-free interest rate                   |  |      | 3.43 | % |      |  | 2.29 | %    |  |  | 2.35 | %
|Weighted average expected life (in years) |  |      | 4    |   |      |  | 4    |      |  |  | 4    |  
|Volatility factor                         |  |      | 48   | % |      |  | 64   | %    |  |  | 72   | %
|Dividend yield                            |  |      |     |   |      |  |     |      |  |  |     |  



|    |            
|--- | -----------
|17. | 401(k) Plan





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HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                                                   
|--- | --------------------------------------------------
|18. | Acquired Intangible Assets Subject to Amortization



|                            |                              |          |   |       |              |  |       |          |       |  |              |       |       |  |   |     |     | 
|--------------------------- | ---------------------------- | -------- | - | ----- | ------------ |  | ----- | -------- | ----- |  | ------------ | ----- | ----- |  | - | --- | --- | 
|                            |                              | 2005     |   |       | 2004         | 
|                            |                              |          |   |       |              | 
|                            |                              | Gross    |   |       |              |  | Gross |          |       | 
|                            |                              | Carrying |   |       | Accumulated  |  |       | Carrying |       |  | Accumulated  |      
|                            |                              | Amount   |   |       | Amortization |  |       | Amount   |       |  | Amortization |      
|                            |                              |          |   |       |              |  |       |          |       |  |              |      
|Amortized intangible assets |                              |          |   |       |              |  |       |          |       |  |              |       |       |  |   |    
|                            | Contract-based intangibles   |          | $ | 1,750 |              |  | $     | 1,354    |       |  | $            | 1,250 |       |  | $ | 833 |    
|                            | Internet respondent database |          |   | 2,000 |              |  |       | 296      |       |  |              | 2,000 |       |  |   | 74  |    
|                            | Customer relationships       |          |   | 7,230 |              |  |       | 689      |       |  |              | 240   |       |  |   | 27  |    
|                            | Trade names                  |          |   | 4,490 |              |  |       | 266      |       |  |              | 200   |       |  |   | 11  |    
|                            |                              |          |   |       |              |  |       |          |       |  |              |      
|                            |                              | Total    |   | $     | 15,470       |  |       | $        | 2,605 |  |              | $     | 3,690 |  |   | $   | 945 | 
|                            |                              |          |   |       |              |  |       |          |       |  |              |      

|                                |                                   |                     |   |       |      |  |   |      |  |  |   |     | 
|------------------------------- | --------------------------------- | ------------------- | - | ----- | ---- |  | - | ---- |  |  | - | --- | 
|                                |                                   | For the Years Ended |  
|                                |                                   | June 30,            |  
|                                |                                   |                     |  
|                                |                                   | 2005                |   |       | 2004 |  |   | 2003 | 
|                                |                                   |                     |   |       |      |  |   |      | 
|Aggregate amortization expense: |                                   |                     |   |       |      |  |   |      |  |  |   |    
|                                | For the year ended                |                     | $ | 1,660 |      |  | $ | 425  |  |  | $ | 312 | 
|                                |                                   |                     |   |       |      |  |   |      | 
|Estimated amortization expense: |                                   |                     |   |       |      |  |   |      |  |  |   |    
|                                | For the year ending June 30, 2006 |                     | $ | 1,734 |      |  |   |      |  |  |   |     | 
|                                |                                   |                     |   |       |      |  |   |      | 
|                                | For the year ending June 30, 2007 |                     | $ | 1,274 |      |  |   |      |  |  |   |     | 
|                                |                                   |                     |   |       |      |  |   |      | 
|                                | For the year ending June 30, 2008 |                     | $ | 1,155 |      |  |   |      |  |  |   |     | 
|                                |                                   |                     |   |       |      |  |   |      | 
|                                | For the year ending June 30, 2009 |                     | $ | 1,155 |      |  |   |      |  |  |   |     | 
|                                |                                   |                     |   |       |      |  |   |      | 
|                                | For the year ending June 30, 2010 |                     | $ | 1,143 |      |  |   |      |  |  |   |     | 
|                                |                                   |                     |   |       |      |  |   |      | 



73



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HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |         
|--- | --------
|19. | Goodwill



|                            |                                                                                                     |   |         |        |  
|--------------------------- | --------------------------------------------------------------------------------------------------- | - | ------- | ------ | -
|Balance as of July 1, 2002  |                                                                                                     | $ | 63,428  |       
|                            | Additional purchase accounting adjustments in connection with
    the acquisition of Total Research |   |         | 249    |  
|                            | Goodwill written off related to the reversal of deferred tax
    asset valuation allowance          |   |         | (418   | )
|                            |                                                                                                     |   |        
|Balance as of June 30, 2003 |                                                                                                     | $ | 63,259  |       
|                            | Acquisition of Novatris during the quarter ended March 31,
    2004                                 |   |         | 2,962  |  
|                            | Goodwill written off related to the reversal of deferred tax
    asset valuation allowance          |   |         | (2,315 | )
|                            |                                                                                                     |   |        
|Balance as of June 30, 2004 |                                                                                                     | $ | 63,906  |       
|                            |                                                                                                     |   |        
|                            | Acquisition of Wirthlin Worldwide, Inc. during the quarter ended
    September 30, 2004             |   |         | 37,164 |  
|                            | Cumulative purchase accounting adjustments in connection with
    the acquisition of Wirthlin       |   |         | 2,625  |  
|                            | Impairment of goodwill attributable to Japanese subsidiaries                                        |   |         | (2,954 | )
|                            | First installment of Novatris contingent consideration                                              |   |         | 546    |  
|                            |                                                                                                     |   |        
|Balance as of June 30, 2005 |                                                                                                     | $ | 101,287 |       
|                            |                                                                                                     |   |        



|    |                              
|--- | -----------------------------
|20. | Commitments and Contingencies



|                      |  |   |       | 
|--------------------- |  | - | ----- | 
|Years Ending June 30: |  |  
|                      |  |  
|2006                  |  | $ | 5,869 | 
|2007                  |  |   | 5,306 | 
|2008                  |  |   | 4,802 | 
|2009                  |  |   | 3,691 | 
|2010                  |  |   | 3,483 | 
|2011 and beyond       |  |   | 1,784 | 





|    |                           
|--- | --------------------------
|21. | Related Party Transactions



74



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                                         
|--- | ----------------------------------------
|21. | Related Party Transactions  (Continued)





|    |                                   
|--- | ----------------------------------
|22. | Supplemental Cash Flow Information



|         |  |      |      |   |      |   |      |      |  |   |      |  
|-------- |  | ---- | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|         |  | 2005 |      |   | 2004 |   |      | 2003 | 
|         |  |      |      |   |      |   |      |      | 
|Interest |  | $    | (423 | ) |      | $ | (513 | )    |  | $ | (411 | )
|         |  |      |      |   |      |   |      |      | 
|Taxes    |  | $    | 389  |   |      | $ | 548  |      |  | $ | (823 | )
|         |  |      |      |   |      |   |      |      | 

75



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##### Table of Contents



HARRIS INTERACTIVE INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Years Ended June 30, 2005, 2004 and 2003




|    |                                                     
|--- | ----------------------------------------------------
|23. | Unaudited Quarterly Results of Continuing Operations



|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |        |  |   |        |        |  |   |        |        | 
|--------------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------- | ------ | ----- | -------- | - | ------ | -------- |  | - | -------- | ------ |  | --------- | ------- | ------ | -------- | - | ------ | -------- |  | - | -------- | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                                                              |                                     | Three Months Ended                    |       
|                                                                                              |                                     |                                       |       
|                                                                                              |                                     | Sept. 30,                             |        |       | Dec. 31, |   |        | Mar. 31, |  |   | June 30, |        |  | Sept. 30, |         |        | Dec. 31, |   |        | Mar. 31, |  |   | June 30, |       
|                                                                                              |                                     | 2003                                  |        |       | 2003     |   |        | 2004     |  |   | 2004     |        |  | 2004      |         |        | 2004     |   |        | 2005     |  |   | 2005     |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|                                                                                              |                                     | (In thousands, except per share data) |       
|Revenue from services                                                                         |                                     | $                                     | 31,602 |       |          | $ | 33,881 |          |  | $ | 33,419   |        |  | $         | 39,579  |        |          | $ | 39,325 |          |  | $ | 52,588   |        |  | $ | 50,858 |        |  | $ | 54,193 |       
|Cost of services                                                                              |                                     |                                       | 15,740 |       |          |   | 16,536 |          |  |   | 15,334   |        |  |           | 16,934  |        |          |   | 18,148 |          |  |   | 24,525   |        |  |   | 24,469 |        |  |   | 26,188 |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Gross profit                                                                                  |                                     |                                       | 15,862 |       |          |   | 17,345 |          |  |   | 18,085   |        |  |           | 22,645  |        |          |   | 21,177 |          |  |   | 28,063   |        |  |   | 26,389 |        |  |   | 28,005 |       
|Operating expenses:                                                                           |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |        |  |   |        |        |  |   |        |       
|                                                                                              | Sales and marketing expenses        |                                       |        | 2,740 |          |   |        | 2,772    |  |   |          | 2,977  |  |           |         | 3,412  |          |   |        | 4,136    |  |   |          | 5,620  |  |   |        | 5,287  |  |   |        | 5,506  | 
|                                                                                              | General and administrative expenses |                                       |        | 9,958 |          |   |        | 10,627   |  |   |          | 11,500 |  |           |         | 11,849 |          |   |        | 12,737   |  |   |          | 18,259 |  |   |        | 16,995 |  |   |        | 17,560 | 
|                                                                                              | Depreciation and amortization       |                                       |        | 1,115 |          |   |        | 1,180    |  |   |          | 1,159  |  |           |         | 1,385  |          |   |        | 1,596    |  |   |          | 1,825  |  |   |        | 1,954  |  |   |        | 2,000  | 
|                                                                                              | Restructuring (credits) charges     |                                       |        |      |          |   |        |         |  |   |          |       |  |           |         |       |          |   |        |         |  |   |          |       |  |   |        | 1,055  |  |   |        | 77     | 
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Total operating expenses                                                                      |                                     |                                       | 13,813 |       |          |   | 14,579 |          |  |   | 15,636   |        |  |           | 16,646  |        |          |   | 18,469 |          |  |   | 25,704   |        |  |   | 25,291 |        |  |   | 25,143 |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Operating income                                                                              |                                     |                                       | 2,049  |       |          |   | 2,766  |          |  |   | 2,449    |        |  |           | 5,999   |        |          |   | 2,708  |          |  |   | 2,359    |        |  |   | 1,098  |        |  |   | 2,862  |       
|Interest and other income                                                                     |                                     |                                       | 121    |       |          |   | 138    |          |  |   | 169      |        |  |           | 203     |        |          |   | 208    |          |  |   | 161      |        |  |   | 176    |        |  |   | 196    |       
|Interest expense                                                                              |                                     |                                       |       |       |          |   |       |          |  |   |         |        |  |           | (103    | )      |          |   | (20    | )        |  |   | (70      | )      |  |   | (24    | )      |  |   | (34    | )     
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Income from continuing operations before income taxes                                         |                                     |                                       | 2,170  |       |          |   | 2,904  |          |  |   | 2,618    |        |  |           | 6,099   |        |          |   | 2,896  |          |  |   | 2,450    |        |  |   | 1,250  |        |  |   | 3,024  |       
|Income tax (benefit) expense                                                                  |                                     |                                       | 800    |       |          |   | 983    |          |  |   | 976      |        |  |           | (18,768 | )      |          |   | 1,077  |          |  |   | 994      |        |  |   | 651    |        |  |   | 2,360  |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Income from continuing operations                                                             |                                     |                                       | 1,370  |       |          |   | 1,921  |          |  |   | 1,642    |        |  |           | 24,867  |        |          |   | 1,819  |          |  |   | 1,456    |        |  |   | 599    |        |  |   | 664    |       
|Income (loss) from discontinued operations (including loss on
    disposal of $2,684 in 2005) |                                     |                                       | (119   | )     |          |   | 304    |          |  |   | (1       | )      |  |           | (66     | )      |          |   | (130   | )        |  |   | (36      | )      |  |   | (3,277 | )      |  |   | 488    |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Net income                                                                                    |                                     | $                                     | 1,251  |       |          | $ | 2,225  |          |  | $ | 1,641    |        |  | $         | 24,801  |        |          | $ | 1,689  |          |  | $ | 1,420    |        |  | $ | (2,678 | )      |  | $ | 1,152  |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Basic net income (loss) per share(*):                                                         |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |        |  |   |        |        |  |   |        |       
|Continuing operations                                                                         |                                     | $                                     | 0.02   |       |          | $ | 0.03   |          |  | $ | 0.03     |        |  | $         | 0.44    |        |          | $ | 0.03   |          |  | $ | 0.02     |        |  | $ | 0.01   |        |  | $ | 0.01   |       
|Discontinued operations                                                                       |                                     |                                       | (0.00  | )     |          |   | 0.01   |          |  |   | (0.00    | )      |  |           | (0.00   | )      |          |   | (0.00  | )        |  |   | (0.00    | )      |  |   | (0.05  | )      |  |   | 0.01   |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Basic net income (loss) per share                                                             |                                     | $                                     | 0.02   |       |          | $ | 0.04   |          |  | $ | 0.03     |        |  | $         | 0.44    |        |          | $ | 0.03   |          |  | $ | 0.02     |        |  | $ | (0.04  | )      |  | $ | 0.02   |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Diluted net income (loss) per share(*):                                                       |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |        |  |   |        |        |  |   |        |       
|Continuing operations                                                                         |                                     | $                                     | 0.02   |       |          | $ | 0.03   |          |  | $ | 0.03     |        |  | $         | 0.43    |        |          | $ | 0.03   |          |  | $ | 0.02     |        |  | $ | 0.01   |        |  | $ | 0.01   |       
|Discontinued operations                                                                       |                                     |                                       | (0.00  | )     |          |   | 0.01   |          |  |   | (0.00    | )      |  |           | (0.00   | )      |          |   | (0.00  | )        |  |   | (0.00    | )      |  |   | (0.05  | )      |  |   | 0.01   |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       
|Diluted net income (loss) per share                                                           |                                     | $                                     | 0.02   |       |          | $ | 0.04   |          |  | $ | 0.03     |        |  | $         | 0.43    |        |          | $ | 0.03   |          |  | $ | 0.02     |        |  | $ | (0.04  | )      |  | $ | 0.02   |       
|                                                                                              |                                     |                                       |        |       |          |   |        |          |  |   |          |        |  |           |         |        |          |   |        |          |  |   |          |       






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|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure








|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Evaluation of Disclosure Controls and Procedures






Managements Report on Internal Control Over Financial
Reporting








Internal Control  Integrated Framework


77



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##### Table of Contents



Changes in Internal Control Over Financial Reporting







Item 9B.     Other
Information







PART III







|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant












|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation








|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters



78



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|         |                                               
|-------- | ----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions








|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services






PART IV







|         |                                           
|-------- | ------------------------------------------
|Item 15. | Exhibit and Financial Statements Schedules




Financial Statements




|                                                                                                                    |  |  |    | 
|------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Report of Independent Registered Public
    Accounting Firm                                                         |  |  | 45 | 
|Consolidated Balance Sheets at
    June 30, 2005 and 2004                                                           |  |  | 46 | 
|Consolidated Statements of Operations for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 47 | 
|Consolidated Statements of Cash Flows for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 48 | 
|Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2005, 2004 and 2003 |  |  | 49 | 
|Notes to Consolidated Financial Statements
    (including unaudited quarterly results of continuing
    operations) |  |  | 50 | 

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EXHIBITS


|        |    |               |  |                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 2  | .1            |  | Agreement and Plan of Merger, dated August 5, 2001, among
    Harris Interactive Inc. (the Company), Total Merger
    Sub Inc., and Total Research Corporation (filed as
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K filed August 14, 2001 and incorporated herein
    by reference).                               
|       
|        | 2  | .2            |  | Share Purchase Agreement dated March 2, 2004 among Harris
    Interactive International Inc. and the Shareholders of Novatris,
    S.A. (filed as Exhibit 10.1 to the Companys
    Registration Statement on Form S-3 filed March 8, 2004
    (Registration No. 333-113389) and incorporated herein by
    reference).                    
|       
|        | 2  | .3            |  | Agreement and Plan of Merger, dated as of September 8,
    2004, by and among the Company, Wirthlin Worldwide, Inc.
    (Wirthlin), Capitol Merger Sub, LLC and the
    Stockholders of Wirthlin (filed as Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).
|       
|        | 3  | .1            |  | Amended and Restated Certificate of Incorporation of the Company
    (filed as Exhibit 3.1 to the Companys Annual Report
    on Form 10-K for the fiscal year ended June 30, 2000
    and incorporated herein by reference).                                                                                                              
|       
|        | 3  | .2            |  | By-laws of the Company (filed as Exhibit 3.2 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).                                                                                                                                                        
|       
|        | 3  | .3            |  | Certificate of Designation, Preferences and Rights of
    Series A Preferred Stock of the Company (filed as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K filed March 14, 2005 and incorporated herein
    by reference).                                                                                                
|       
|        | 4  | .1            |  | Rights Agreement, dated as of March 11, 2005, by and
    between the Company and American Stock Transfer & Trust
    Company, as Rights Agent (filed as Exhibit 4.1 to the
    Companys Current Report on Form 8-K filed
    March 14, 2005 and incorporated herein by reference).                                                        
|       
|        | 10 | .1.1*         |  | Long-Term Incentive Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                                       
|       
|        | 10 | .1.2*         |  | Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.3 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                           
|       
|        | 10 | .1.3*         |  | Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.4 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                               
|       
|        | 10 | .2.1*         |  | 1999 Employee Stock Purchase Plan of the Company (included as
    Appendix C to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                              
|       
|        | 10 | .2.2*         |  | Form of Subscription Agreement under 1999 Employee Stock
    Purchase Plan of the Company (included as Exhibit A to
    Exhibit 10.2 to the Companys Registration Statement
    on Form S-1 filed September 17, 1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                              
|       
|        | 10 | .3.1*         |  | Employment Agreement by and between the Company and Albert A.
    Angrisani, dated as of August 5, 2001 (filed as
    Exhibit 10.23 to the Companys Registration Statement
    on Form S-4 filed September 6, 2001 (Registration
    No. 333-69056) and incorporated herein by reference).                                                
|       
|        | 10 | .3.2*         |  | Letter Agreement of Albert A. Angrisani, dated as of
    August 5, 2001 (filed as Exhibit 10.24 to the
    Companys Registration Statement on Form S-4 filed
    September 6, 2001 (Registration No. 333-69056) and
    incorporated herein by reference).                                                                                
|       
|        | 10 | .3.3*         |  | Amendment No. 1 to the Employment Agreement by and between
    the Company and Albert A. Angrisani, dated as of June 28,
    2002 (filed as Exhibit 10.26 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2002 and incorporated herein by reference).                                               
|       
|        | 10 | .3.4*         |  | Amendment No. 1 to the Letter Agreement of Albert A.
    Angrisani, dated as of June 28, 2002 (filed as
    Exhibit 10.27 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2002 and
    incorporated herein by reference).                                                                               

80



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|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .3.5*         |  | Employment Agreement by and between the Company and George
    Terhanian, dated September 26, 2002 (filed as
    Exhibit 10.32 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                                                            
|       
|        | 10 | .3.6*         |  | Employment Agreement between the Company and Gordon S. Black,
    dated as of December 16, 2002 (filed as Exhibit 10.1
    to the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended December 31, 2002 (erroneously
    referenced therein as Confidentiality and Non-Competition
    Agreement) and incorporated herein by reference).
|       
|        | 10 | .3.7*         |  | Form of Change in Control Agreement entered into by Company with
    each of the following individuals (filed as Exhibit 10.1 to
    the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended March 31, 2003 and incorporated herein
    by reference):                                                                                  

| |  |                  |  |                     
| |  | ---------------- |  | --------------------
| |  | Dennis K. Bhame  |  | Arthur E. Coles     
| |  | Gareth Davies    |  | James E. Fredrickson
| |  | Ronald B. Knight |  | Peter J. Milla      
| |  | Gregory T. Novak |  | George B. Terhanian 
| |  | David B. Vaden   |  |                     

| |    |        |  |                                                                                                                                                                                                                                                                                                                          
| | -- | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .3.8*  |  | Amendment to Employment Agreement by and between the Company and
    Gordon S. Black, dated July 1, 2003 (filed as
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                  
|
| | 10 | .3.9*  |  | Employment Agreement by and between the Company and Leonard R.
    Bayer, dated July 1, 2003 (filed as Exhibit 10.31 to
    the Companys Annual Report on Form 10-K for the
    fiscal year ended June 30, 2003 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.10* |  | Letter Agreement of Albert A. Angrisani, effective as of
    July 1, 2003 (filed as Exhibit 10.33 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2003 and incorporated herein by
    reference).                                                                                 
|
| | 10 | .3.11* |  | Employment Agreement by and between Total Research Corporation
    and Theresa Flanagan, dated January 1, 1999 (filed as
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                            
|
| | 10 | .3.12* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated November 7, 2003 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended December 31, 2003 and incorporated herein by
    reference).                                                        
|
| | 10 | .3.13* |  | Employment Agreement between the Company and Robert E. Knapp,
    dated as of December 31, 2003 and effective as of
    January 26, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    January 6, 2004 and incorporated herein by reference).                                         
|
| | 10 | .3.14* |  | Employment Agreement between the Company and David Vaden, dated
    January 1, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                                 
|
| | 10 | .3.15* |  | Form of Non-Qualified Stock Option Agreement between the Company
    and certain employees of Novatris, S.A. dated as of
    March 2, 2004 (filed as Exhibit 4.2 to the
    Companys Registration Statement on Form S-8 filed
    March 8, 2004 (Registration No. 333-113392) and
    incorporated herein by reference).
| | 10 | .3.16* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated April 1, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.17* |  | Amended and Restated Employment Agreement between the Company
    and Albert Angrisani, effective as of April 1, 2004 (filed
    as Exhibit 99.2 to the Companys Current Report on
    Form 8-K filed on April 2, 2004 and incorporated
    herein by reference).                                                       
|
| | 10 | .3.18* |  | Letter Agreement between the Company and Dee Allsop, dated
    September 9, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 10 | .3.19*        |  | Letter Agreement between the Company and David Richardson, dated
    September 9, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                                                                            
|       
|        | 10 | .3.20*        |  | Letter Agreement between the Company and Richard B. Wirthlin,
    dated September 9, 2004 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .3.21*        |  | Employment Agreement between the Company and Frank J.
    Connolly, Jr., dated as of January 1, 2005 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.22*        |  | Non-Qualified Stock Option Agreement between the Company and
    Frank J. Connolly, Jr., dated as of January 3, 2005
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed January 4, 2005 and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.23*        |  | Amendment to Employment Agreement between the Company and Robert
    E. Knapp, dated as of January 1, 2005 (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10 | .3.24*        |  | Amendment to Employment Agreement between the Company and
    Leonard R. Bayer, dated as of January 1, 2005 (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.25*        |  | Amendment to Employment Agreement between the Company and
    Gregory T. Novak, dated as of January 1, 2005 (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.26*        |  | Letter agreement between the Company and Theresa A. Flanagan,
    dated as of April 26, 2005 (filed as Exhibit 10.1 to
    the Companys Current Report on Form 8-K filed
    April 29, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10 | .3.27*        |  | Form of Change in Control Agreement between the Company and each
    of Dee Allsop, Aled Morris, David Richardson and Stephan Sigaud
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed May 31, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                              
|       
|        | 10 | .3.28*        |  | Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    June 13, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.29*        |  | Separation Agreement and Mutual Release of Claims effective as
    of June 30, 2005 between the Company and Robert E. Knapp
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed July 6, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.30*        |  | Amendment to Employment Agreement by and between the Company and
    Gregory T. Novak, dated as of May 24, 2005 and effective as
    of May 23, 2005 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10 | .4            |  | Form of Option Agreement between the Company and certain of the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to
    the Companys Registration Statement on Form S-3 filed
    March 8, 2004 (Registration No. 333-113389) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .5.1          |  | Leases for 135, 155 & 60 Corporate Woods, Rochester,
    New York dated April 12, 1991 between Gordon S. Black
    Corporation and Corporate Woods Associates, together with all
    amendments thereto (filed as Exhibit 10.6.1 to the
    Companys Registration Statement on Form S-1 filed
    September 17, 1999 and incorporated herein by reference);
    amendments dated February 11, 2000, March 14, 2000 and
    October 1, 2000 (filed as Exhibit 10.6.1 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).
|       
|        | 10 | .5.2          |  | Lease for 70 Carlson Road, Rochester, New York dated
    July 1, 1998 between Gordon S. Black Corporation and
    Carlson Park Associates, together with all amendments thereto
    (filed as Exhibit 10.6.2 to the Companys Registration
    Statement on Form S-1 filed September 17, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                                                                                                                                                                                                                                  

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                               
|------- | -- | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .5.3          |  | Lease for 111 Fifth Avenue, New York, New York dated
    June 9, 1994 between Louis Harris and Associates, Inc. and
    B.J.W. Associates (filed as Exhibit 10.7 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).
|       
|        | 10 | .5.4          |  | Agreement of Sublease between the Company and The McCall Pattern
    Company, Inc., as successor-in-interest by merger to Butterick
    Company, Inc., dated as of June 8, 2004 (filed as
    Exhibit 10.5.4 to the Companys Current Report on
    Form 8-K filed March 18, 2005 and incorporated herein
    by reference).  
|       
|        | 10 | .5.5          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and WB&H Investments, dated September 15,
    1985 (filed as Exhibit 10.4 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    September 30, 2004 and incorporated herein by reference).                              
|       
|        | 10 | .5.6          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and Richard B. Wirthlin Family LLC, dated
    April 23, 2002 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                
|       
|        | 10 | .5.7          |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                          
|       
|        | 10 | .5.8          |  | Lease between Silk Developments Limited and Business Market
    Research Limited, dated July 15, 1997 (filed herewith).                                                                                                                                                                                                       
|       
|        | 10 | .5.9          |  | Rent Review Memorandum between Silk Developments Limited and
    Business Market Research Limited dated August 30, 2002
    (filed herewith).                                                                                                                                                                                 
|       
|        | 10 | .5.10         |  | Lease among Procter & Gamble (LLCP Limited), Procter &
    Gamble (Health & Beauty Care Limited, HI Europe Limited and
    Harris Interactive Inc, dated May 9, 2005 (filed herewith).                                                                                                                                        
|       
|        | 10 | .5.11         |  | Agreement for Surrender among Procter & Gamble (LLCP
    Limited), Procter & Gamble (Health & Beauty Care
    Limited, HI Europe Limited and Harris Interactive Inc., dated
    April 4, 2005 (filed herewith).                                                                                                               
|       
|        | 10 | .5.12         |  | Lease between Merritt 7 Venture LLC and Harris Interactive,
    Inc., dated March 27, 2001 (filed herewith).                                                                                                                                                                                                                  
|       
|        | 10 | .5.13         |  | Lease amendment Number 1 between Merritt 7 Venture
    LLC, and Harris Interactive Inc., dated as of January 21,
    2005 (filed herewith).                                                                                                                                                                                   
|       
|        | 10 | .5.14         |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                          
|       
|        | 10 | .5.15         |  | Lease Agreement Amendment Number 2 for 4665 Cornell Rd, Blue
    Ash, Ohio dated April 9, 2003 between Wirthlin Worldwide
    LLC and CR Blue Ash LLC. (filed herewith).                                                                                                                                                      
|       
|        | 10 | .5.16         |  | Lease Agreement Amendment Number 8 between Harris Interactive
    Inc, and 5 Independence Associates Limited Partnership for 5
    Independence Way, Princeton, New Jersey dated February 24,
    2004 (filed herewith).                                                                                                      
|       
|        | 10 | .6.1          |  | Revolving Credit Facility between Gordon S. Black Corporation
    and Manufacturers and Traders Trust Company dated
    August 18, 1999 (filed as Exhibit 10.9 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).  
|       
|        | 10 | .6.2          |  | Amendment to Revolving Credit Facility between the Company and
    Manufacturers and Traders Trust Company dated March 2, 2004
    (filed as Exhibit 10.6.2 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2004 and incorporated herein by reference).                                
|       
|        | 10 | .7            |  | Amended and Restated Investment Agreement between Riedman
    Corporation and the Company dated October 15, 1991 (filed
    as Exhibit 10.12 to the Companys Registration
    Statement on Form S-1/ A filed October 26, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                    

83



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|        |    |               |  |                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .8            |  | Registration Agreement between the Company and Riedman
    Corporation dated as of October 15, 1999 (filed as
    Exhibit 10.17 to the Companys Registration Statement
    on Form S-1/ A filed October 26,1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                     
|       
|        | 10 | .9            |  | Escrow Agreement by and among the Company, Manufacturers and
    Traders Trust Company, and the Stockholders of Wirthlin, dated
    as of September 8, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                        
|       
|        | 10 | .10           |  | Form of Lock-Up Agreement by and among the Company and each of
    the Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                 
|       
|        | 10 | .11           |  | Form of Noncompetition, Nondisclosure and Nonsolicitation
    Agreement by and among the Company and certain of the
    Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.3 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).
|       
|        | 10 | .12           |  | Form of Release given by each of the Stockholders of Wirthlin,
    dated as of September 8, 2004 (filed as Exhibit 10.4
    to the Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                   
|       
|        | 10 | .13           |  | Consent, Waiver and Amendment to Loan Agreement by and between
    Wirthlin and SunTrust Bank, dated as of September 7, 2004
    (filed as Exhibit 10.5 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                   
|       
|        | 10 | .14           |  | Letter agreement by and among Wirthlin, SunTrust Bank and the
    guarantors party thereto dated as of February 6, 2002
    (filed as Exhibit 10.6 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                        
|       
|        | 10 | .15           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of September 7, 2004 (filed as Exhibit 10.7 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                           
|       
|        | 10 | .16           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of February 6, 2002 (filed as Exhibit 10.8 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                            
|       
|        | 10 | .17           |  | Promissory Note issued by Wirthlin to James Granger, dated
    April 29, 2004 (filed as Exhibit 10.14 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                      
|       
|        | 10 | .18           |  | Exclusive License Agreement by and between the Company and
    Taylor Nelson Sofres Plc, dated as of December 31, 2004
    (filed as Exhibit 10.10 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    December 31, 2004 and incorporated herein by reference).                              
|       
|        | 10 | .19           |  | Stock Purchase Agreement dated May 19, 2005, by and among
    Minoru Aoo, M&A Create Co., Ltd., and Harris Interactive
    International Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    May 23, 2005 and incorporated herein by reference).                                           
|       
|        | 21 |               |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                        
|       
|        | 23 | .1            |  | Consent of Independent Registered Public Accounting Firm (filed
    herewith).                                                                                                                                                                                                                                               
|       
|        | 24 |               |  | Power of Attorney (included on page 86 of this Report).                                                                                                                                                                                                                                                                      
|       
|        | 31 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 31 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 32 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 32 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             






|  |                                                                 
|- | ----------------------------------------------------------------
|* | Denotes management contract or compensatory plan or arrangement.

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##### Table of Contents






Schedule II


Valuation and Qualifying Accounts


(In thousands)


|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  |  |        | 
|------------------------ | ------------------------------------------- | ---------------------------------------------------------- |  |  | ---------- |  |  | ----------- | ----- |  | --------- |  | ------ |  |  |  | ------ | 
|                         |                                             | Balance at                                                 |  |  | Additions  |  |  | Deductions  |       |  | Balance   | 
|                         |                                             | Beginning                                                  |  |  | Charged to |  |  | Amounts     |       |  | at End    | 
|                         |                                             | of Period                                                  |  |  | Earnings   |  |  | Written Off |       |  | of Period | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|Year ended June 30, 2003 |                                             |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  | 
|                         | Deducted in the consolidated balance sheet: |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  |  |       
|                         |                                             | Trade accounts receivable, allowance for doubtful accounts |  |  | 474        |  |  |             | 66    |  |           |  | 227    |  |  |  | 313    | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|                         |                                             | Deferred tax valuation allowance                           |  |  | 32,966     |  |  |             | 0     |  |           |  | 3,739  |  |  |  | 29,227 | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|Year ended June 30, 2004 |                                             |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  | 
|                         | Deducted in the consolidated balance sheet: |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  |  |       
|                         |                                             | Trade accounts receivable, allowance for doubtful accounts |  |  | 313        |  |  |             | 43    |  |           |  | 46     |  |  |  | 224    | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|                         |                                             | Deferred tax valuation allowance                           |  |  | 29,227     |  |  |             | 0     |  |           |  | 27,301 |  |  |  | 1,926  | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|Year ended June 30, 2005 |                                             |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  | 
|                         | Deducted in the consolidated balance sheet: |                                                            |  |  |            |  |  |             |       |  |           |  |        |  |  |  |       
|                         |                                             | Trade accounts receivable, allowance for doubtful accounts |  |  | 224        |  |  |             | 181   |  |           |  | 62     |  |  |  | 205    | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 
|                         |                                             | Deferred tax valuation allowance                           |  |  | 1,417      |  |  |             | 1,536 |  |           |  | 123    |  |  |  | 2,830  | 
|                         |                                             |                                                            |  |  |            |  |  |             |       |  |           | 

85



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##### Table of Contents






SIGNATURES






| |                        
| | -----------------------
| | HARRIS INTERACTIVE INC.



| |     |                           
| | --- | --------------------------
| | By: | /s/ Frank J. Connolly, Jr.

| |                                                                               
| | ------------------------------------------------------------------------------
| |                                                                               
| | Frank J. Connolly, Jr.                                                        
| | Executive Vice President, Chief Financial Officer, Treasurer
    and Secretary
| | (On Behalf of the Registrant and as                                           
| | Principal Financial Officer)                                                  

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##### Table of Contents



POWER OF ATTORNEY






|                                                         |  |                                                                                                              |  |                    |  | 
|-------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------------ |  | 
|Name                                                     |  | Capacity                                                                                                     |  | Date              
|                                                         |  |                                                                                                              |  |                   
|                                                        
|/s/ Gregory T. NovakGregory
    T. Novak                 |  | President and Chief Executive Officer (Principal Executive
    Officer) and Director                         |  | September 13, 2005
|                                                        
|/s/ Frank J.
    Connolly, Jr.Frank
    J. Connolly, Jr. |  | Executive Vice President, Chief Financial Officer, Treasurer and
    Secretary (Principal Financial Officer) |  | September 13, 2005
|                                                        
|/s/ Eric W. NarowskiEric
    W. Narowski                 |  | Vice President and Corporate Controller (Principal Accounting
    Officer)                                   |  | September 13, 2005
|                                                        
|/s/ Leonard R. BayerLeonard
    R. Bayer                 |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ George BellGeorge
    Bell                           |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ David BrodskyDavid
    Brodsky                       |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ Stephen D. HarlanStephen
    D. Harlan               |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ James R. RiedmanJames
    R. Riedman                 |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ Subrata K. SenSubrata
    K. Sen                     |  | Director                                                                                                     |  | September 13, 2005
|                                                        
|/s/ Howard L. ShecterHoward
    L. Shecter               |  | Director                                                                                                     |  | September 13, 2005

87



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##### Table of Contents



|                                               |  |          |  |                    |  | 
|---------------------------------------------- |  | -------- |  | ------------------ |  | 
|Name                                           |  | Capacity |  | Date              
|                                               |  |          |  |                   
|                                              
|/s/ Antoine G. TreuilleAntoine
    G. Treuille |  | Director |  | September 13, 2005
|                                              
|/s/ Richard B. WirthlinRichard
    B. Wirthlin |  | Director |  | September 13, 2005

88



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##### Table of Contents



EXHIBITS


|        |    |               |  |                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 2  | .1            |  | Agreement and Plan of Merger, dated August 5, 2001, among
    Harris Interactive Inc. (the Company), Total Merger
    Sub Inc., and Total Research Corporation (filed as
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K filed August 14, 2001 and incorporated herein
    by reference).                               
|       
|        | 2  | .2            |  | Share Purchase Agreement dated March 2, 2004 among Harris
    Interactive International Inc. and the Shareholders of Novatris,
    S.A. (filed as Exhibit 10.1 to the Companys
    Registration Statement on Form S-3 filed March 8, 2004
    (Registration No. 333-113389) and incorporated herein by
    reference).                    
|       
|        | 2  | .3            |  | Agreement and Plan of Merger, dated as of September 8,
    2004, by and among the Company, Wirthlin Worldwide, Inc.
    (Wirthlin), Capitol Merger Sub, LLC and the
    Stockholders of Wirthlin (filed as Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).
|       
|        | 3  | .1            |  | Amended and Restated Certificate of Incorporation of the Company
    (filed as Exhibit 3.1 to the Companys Annual Report
    on Form 10-K for the fiscal year ended June 30, 2000
    and incorporated herein by reference).                                                                                                              
|       
|        | 3  | .2            |  | By-laws of the Company (filed as Exhibit 3.2 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).                                                                                                                                                        
|       
|        | 3  | .3            |  | Certificate of Designation, Preferences and Rights of
    Series A Preferred Stock of the Company (filed as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K filed March 14, 2005 and incorporated herein
    by reference).                                                                                                
|       
|        | 4  | .1            |  | Rights Agreement, dated as of March 11, 2005, by and
    between the Company and American Stock Transfer & Trust
    Company, as Rights Agent (filed as Exhibit 4.1 to the
    Companys Current Report on Form 8-K filed
    March 14, 2005 and incorporated herein by reference).                                                        
|       
|        | 10 | .1.1*         |  | Long-Term Incentive Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                                       
|       
|        | 10 | .1.2*         |  | Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.3 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                           
|       
|        | 10 | .1.3*         |  | Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.4 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                               
|       
|        | 10 | .2.1*         |  | 1999 Employee Stock Purchase Plan of the Company (included as
    Appendix C to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                              
|       
|        | 10 | .2.2*         |  | Form of Subscription Agreement under 1999 Employee Stock
    Purchase Plan of the Company (included as Exhibit A to
    Exhibit 10.2 to the Companys Registration Statement
    on Form S-1 filed September 17, 1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                              
|       
|        | 10 | .3.1*         |  | Employment Agreement by and between the Company and Albert A.
    Angrisani, dated as of August 5, 2001 (filed as
    Exhibit 10.23 to the Companys Registration Statement
    on Form S-4 filed September 6, 2001 (Registration
    No. 333-69056) and incorporated herein by reference).                                                
|       
|        | 10 | .3.2*         |  | Letter Agreement of Albert A. Angrisani, dated as of
    August 5, 2001 (filed as Exhibit 10.24 to the
    Companys Registration Statement on Form S-4 filed
    September 6, 2001 (Registration No. 333-69056) and
    incorporated herein by reference).                                                                                
|       
|        | 10 | .3.3*         |  | Amendment No. 1 to the Employment Agreement by and between
    the Company and Albert A. Angrisani, dated as of June 28,
    2002 (filed as Exhibit 10.26 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2002 and incorporated herein by reference).                                               
|       
|        | 10 | .3.4*         |  | Amendment No. 1 to the Letter Agreement of Albert A.
    Angrisani, dated as of June 28, 2002 (filed as
    Exhibit 10.27 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2002 and
    incorporated herein by reference).                                                                               



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .3.5*         |  | Employment Agreement by and between the Company and George
    Terhanian, dated September 26, 2002 (filed as
    Exhibit 10.32 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                                                            
|       
|        | 10 | .3.6*         |  | Employment Agreement between the Company and Gordon S. Black,
    dated as of December 16, 2002 (filed as Exhibit 10.1
    to the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended December 31, 2002 (erroneously
    referenced therein as Confidentiality and Non-Competition
    Agreement) and incorporated herein by reference).
|       
|        | 10 | .3.7*         |  | Form of Change in Control Agreement entered into by Company with
    each of the following individuals (filed as Exhibit 10.1 to
    the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended March 31, 2003 and incorporated herein
    by reference):                                                                                  

| |  |                  |  |                     
| |  | ---------------- |  | --------------------
| |  | Dennis K. Bhame  |  | Arthur E. Coles     
| |  | Gareth Davies    |  | James E. Fredrickson
| |  | Ronald B. Knight |  | Peter J. Milla      
| |  | Gregory T. Novak |  | George B. Terhanian 
| |  | David B. Vaden   |  |                     

| |    |        |  |                                                                                                                                                                                                                                                                                                                          
| | -- | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .3.8*  |  | Amendment to Employment Agreement by and between the Company and
    Gordon S. Black, dated July 1, 2003 (filed as
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                  
|
| | 10 | .3.9*  |  | Employment Agreement by and between the Company and Leonard R.
    Bayer, dated July 1, 2003 (filed as Exhibit 10.31 to
    the Companys Annual Report on Form 10-K for the
    fiscal year ended June 30, 2003 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.10* |  | Letter Agreement of Albert A. Angrisani, effective as of
    July 1, 2003 (filed as Exhibit 10.33 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2003 and incorporated herein by
    reference).                                                                                 
|
| | 10 | .3.11* |  | Employment Agreement by and between Total Research Corporation
    and Theresa Flanagan, dated January 1, 1999 (filed as
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                            
|
| | 10 | .3.12* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated November 7, 2003 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended December 31, 2003 and incorporated herein by
    reference).                                                        
|
| | 10 | .3.13* |  | Employment Agreement between the Company and Robert E. Knapp,
    dated as of December 31, 2003 and effective as of
    January 26, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    January 6, 2004 and incorporated herein by reference).                                         
|
| | 10 | .3.14* |  | Employment Agreement between the Company and David Vaden, dated
    January 1, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                                 
|
| | 10 | .3.15* |  | Form of Non-Qualified Stock Option Agreement between the Company
    and certain employees of Novatris, S.A. dated as of
    March 2, 2004 (filed as Exhibit 4.2 to the
    Companys Registration Statement on Form S-8 filed
    March 8, 2004 (Registration No. 333-113392) and
    incorporated herein by reference).
|
| | 10 | .3.16* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated April 1, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.17* |  | Amended and Restated Employment Agreement between the Company
    and Albert Angrisani, effective as of April 1, 2004 (filed
    as Exhibit 99.2 to the Companys Current Report on
    Form 8-K filed on April 2, 2004 and incorporated
    herein by reference).                                                       
| | 10 | .3.18* |  | Letter Agreement between the Company and Dee Allsop, dated
    September 9, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                
|
| | 10 | .3.19* |  | Letter Agreement between the Company and David Richardson, dated
    September 9, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                          



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##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 10 | .3.20*        |  | Letter Agreement between the Company and Richard B. Wirthlin,
    dated September 9, 2004 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .3.21*        |  | Employment Agreement between the Company and Frank J.
    Connolly, Jr., dated as of January 1, 2005 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.22*        |  | Non-Qualified Stock Option Agreement between the Company and
    Frank J. Connolly, Jr., dated as of January 3, 2005
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed January 4, 2005 and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.23*        |  | Amendment to Employment Agreement between the Company and Robert
    E. Knapp, dated as of January 1, 2005 (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10 | .3.24*        |  | Amendment to Employment Agreement between the Company and
    Leonard R. Bayer, dated as of January 1, 2005 (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.25*        |  | Amendment to Employment Agreement between the Company and
    Gregory T. Novak, dated as of January 1, 2005 (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.26*        |  | Letter agreement between the Company and Theresa A. Flanagan,
    dated as of April 26, 2005 (filed as Exhibit 10.1 to
    the Companys Current Report on Form 8-K filed
    April 29, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10 | .3.27*        |  | Form of Change in Control Agreement between the Company and each
    of Dee Allsop, Aled Morris, David Richardson and Stephan Sigaud
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed May 31, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                              
|       
|        | 10 | .3.28*        |  | Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    June 13, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.29*        |  | Separation Agreement and Mutual Release of Claims effective as
    of June 30, 2005 between the Company and Robert E. Knapp
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed July 6, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.30*        |  | Amendment to Employment Agreement by and between the Company and
    Gregory T. Novak, dated as of May 24, 2005 and effective as
    of May 23, 2005 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10 | .4            |  | Form of Option Agreement between the Company and certain of the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to
    the Companys Registration Statement on Form S-3 filed
    March 8, 2004 (Registration No. 333-113389) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .5.1          |  | Leases for 135, 155 & 60 Corporate Woods, Rochester,
    New York dated April 12, 1991 between Gordon S. Black
    Corporation and Corporate Woods Associates, together with all
    amendments thereto (filed as Exhibit 10.6.1 to the
    Companys Registration Statement on Form S-1 filed
    September 17, 1999 and incorporated herein by reference);
    amendments dated February 11, 2000, March 14, 2000 and
    October 1, 2000 (filed as Exhibit 10.6.1 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).
|       
|        | 10 | .5.2          |  | Lease for 70 Carlson Road, Rochester, New York dated
    July 1, 1998 between Gordon S. Black Corporation and
    Carlson Park Associates, together with all amendments thereto
    (filed as Exhibit 10.6.2 to the Companys Registration
    Statement on Form S-1 filed September 17, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                                                                                                                                                                                                                                  
|       
|        | 10 | .5.3          |  | Lease for 111 Fifth Avenue, New York, New York dated
    June 9, 1994 between Louis Harris and Associates, Inc. and
    B.J.W. Associates (filed as Exhibit 10.7 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                             
|       
|        | 10 | .5.4          |  | Agreement of Sublease between the Company and The McCall Pattern
    Company, Inc., as successor-in-interest by merger to Butterick
    Company, Inc., dated as of June 8, 2004 (filed as
    Exhibit 10.5.4 to the Companys Current Report on
    Form 8-K filed March 18, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                               



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##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                             
|------- | -- | ------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 10 | .5.5          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and WB&H Investments, dated September 15,
    1985 (filed as Exhibit 10.4 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    September 30, 2004 and incorporated herein by reference).                            
|       
|        | 10 | .5.6          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and Richard B. Wirthlin Family LLC, dated
    April 23, 2002 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).              
|       
|        | 10 | .5.7          |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                        
|       
|        | 10 | .5.8          |  | Lease between Silk Developments Limited and Business Market
    Research Limited, dated July 15, 1997 (filed herewith).                                                                                                                                                                                                     
|       
|        | 10 | .5.9          |  | Rent Review Memorandum between Silk Developments Limited and
    Business Market Research Limited dated August 30, 2002
    (filed herewith).                                                                                                                                                                               
|       
|        | 10 | .5.10         |  | Lease among Procter & Gamble (LLCP Limited), Procter &
    Gamble (Health & Beauty Care Limited, HI Europe Limited and
    Harris Interactive Inc, dated May 9, 2005 (filed herewith).                                                                                                                                      
|       
|        | 10 | .5.11         |  | Agreement for Surrender among Procter & Gamble (LLCP
    Limited), Procter & Gamble (Health & Beauty Care
    Limited, HI Europe Limited and Harris Interactive Inc., dated
    April 4, 2005 (filed herewith).                                                                                                             
|       
|        | 10 | .5.12         |  | Lease between Merritt 7 Venture LLC and Harris Interactive,
    Inc., dated March 27, 2001 (filed herewith).                                                                                                                                                                                                                
|       
|        | 10 | .5.13         |  | Lease amendment Number 1 between Merritt 7 Venture
    LLC, and Harris Interactive Inc., dated as of January 21,
    2005 (filed herewith).                                                                                                                                                                                 
|        | 10 | .5.14         |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                        
|       
|        | 10 | .5.15         |  | Lease Agreement Amendment Number 2 for 4665 Cornell Rd, Blue
    Ash, Ohio dated April 9, 2003 between Wirthlin Worldwide
    LLC and CR Blue Ash LLC (filed herewith).                                                                                                                                                     
|       
|        | 10 | .5.16         |  | Lease Agreement Amendment Number 8 between Harris Interactive
    Inc, and 5 Independence Associates Limited Partnership for 5
    Independence Way, Princeton, New Jersey dated February 24,
    2004 (filed herewith).                                                                                                    
|       
|        | 10 | .6.1          |  | Revolving Credit Facility between Gordon S. Black Corporation
    and Manufacturers and Traders Trust Company dated
    August 18, 1999 (filed as Exhibit 10.9 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).
|       
|        | 10 | .6.2          |  | Amendment to Revolving Credit Facility between the Company and
    Manufacturers and Traders Trust Company dated March 2, 2004
    (filed as Exhibit 10.6.2 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2004 and incorporated herein by reference).                              
|       
|        | 10 | .7            |  | Amended and Restated Investment Agreement between Riedman
    Corporation and the Company dated October 15, 1991 (filed
    as Exhibit 10.12 to the Companys Registration
    Statement on Form S-1/ A filed October 26, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                  
|       
|        | 10 | .8            |  | Registration Agreement between the Company and Riedman
    Corporation dated as of October 15, 1999 (filed as
    Exhibit 10.17 to the Companys Registration Statement
    on Form S-1/ A filed October 26, 1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                   
|       
|        | 10 | .9            |  | Escrow Agreement by and among the Company, Manufacturers and
    Traders Trust Company, and the Stockholders of Wirthlin, dated
    as of September 8, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                       
|       
|        | 10 | .10           |  | Form of Lock-Up Agreement by and among the Company and each of
    the Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 10 | .11           |  | Form of Noncompetition, Nondisclosure and Nonsolicitation
    Agreement by and among the Company and certain of the
    Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.3 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).
|       
|        | 10 | .12           |  | Form of Release given by each of the Stockholders of Wirthlin,
    dated as of September 8, 2004 (filed as Exhibit 10.4
    to the Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                   
|       
|        | 10 | .13           |  | Consent, Waiver and Amendment to Loan Agreement by and between
    Wirthlin and SunTrust Bank, dated as of September 7, 2004
    (filed as Exhibit 10.5 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                   
|       
|        | 10 | .14           |  | Letter agreement by and among Wirthlin, SunTrust Bank and the
    guarantors party thereto dated as of February 6, 2002
    (filed as Exhibit 10.6 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                        
|       
|        | 10 | .15           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of September 7, 2004 (filed as Exhibit 10.7 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                           
|       
|        | 10 | .16           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of February 6, 2002 (filed as Exhibit 10.8 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                            
|       
|        | 10 | .17           |  | Promissory Note issued by Wirthlin to James Granger, dated
    April 29, 2004 (filed as Exhibit 10.14 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                      
|       
|        | 10 | .18           |  | Exclusive License Agreement by and between the Company and
    Taylor Nelson Sofres Plc, dated as of December 31, 2004
    (filed as Exhibit 10.10 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    December 31, 2004 and incorporated herein by reference).                              
|       
|        | 10 | .19           |  | Stock Purchase Agreement dated May 19, 2005, by and among
    Minoru Aoo, M&A Create Co., Ltd., and Harris Interactive
    International Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    May 23, 2005 and incorporated herein by reference).                                           
|       
|        | 21 |               |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                        
|       
|        | 23 | .1            |  | Consent of Independent Registered Certified Public Accounting
    Firm (filed herewith).                                                                                                                                                                                                                                     
|       
|        | 24 |               |  | Power of Attorney (included on page 86 of this Report).                                                                                                                                                                                                                                                                      
|       
|        | 31 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 31 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 32 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             
|       
|        | 32 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).                                                                                                                                                                             






|  |                                                                 
|- | ----------------------------------------------------------------
|* | Denotes management contract or compensatory plan or arrangement.