##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2008oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For 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.)60 Corporate Woods,
    Rochester, New York

14623(zip code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (585) 272-8400
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o


Smaller reporting company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





HARRIS
    INTERACTIVE INC.
  FORM 10-K
  FOR THE FISCAL YEAR ENDED JUNE 30, 2008
  INDEX
   
 PagePart I:Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995


3Item 1:


Business


3Item 1A:


Risk Factors


14Item 1B:


Unresolved Staff Comments


23Item 2:


Properties


23Item 3:


Legal Proceedings


24Item 4:


Submission of Matters to a Vote of Security
    Holders


24Part II:Item 5:


Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


24Item 6:


Selected Financial Data


28Item 7:


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A:


Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8:


Financial Statements and Supplementary Data


52Item 9:


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A:


Controls and Procedures


94Item 9B:


Other Information


95Part III:Item 10:


Directors, Executive Officers and Corporate
    Governance


95Item 11:


Executive Compensation


96Item 12:


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


96Item 13:


Certain Relationships and Related Transactions,
    and Director Independence


96Item 14:


Principal Accounting Fees and Services


96Part IV:Item 15:


Exhibits and Financial Statement Schedules


96Signatures


98EX-10.1.19EX-10.1.20EX-10.1.22EX-10.1.23EX-10.1.24EX-10.1.25EX-10.4.7EX-10.4.30EX-10.4.52EX-10.4.53EX-10.4.59EX-10.6.3EX-10.6.10EX-10.6.11EX-10.6.14EX-10.6.15EX-10.6.19EX-10.6.20EX-10.6.21EX-10.6.22EX-10.6.23EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I Safe
    Harbor Statement Under the Private Securities Litigation
    Reform Act of 1995  Form 10-K Form 10-K Form 10-K.
  Item 1.
    Business  ® The Harris
    Poll ® Form 10-K
  Corporate
    Overview
  The Harris Poll
  Inside
    Research
    Mergers,
    Acquisitions and Sale of Business
    
    February 1996  all of the stock of Louis Harris and
    Associates, Inc., headquartered in New York,
    February 2001  the custom research division of
    Yankelovich Partners, Inc., headquartered in Norwalk,
    Connecticut,
    August 2001  all of the capital stock of Market
    Research Solutions Limited, a privately-owned U.K. company
    headquartered in Oxford, England, 3




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##### Table of Contents




    September 2001  all of the capital stock of M&A
    Create Limited, a privately-owned company headquartered in
    Tokyo, Japan,
    November 2001  all of the capital stock of Total
    Research Corporation, a Delaware corporation headquartered in
    Princeton, New Jersey,
    March 2004  all of the capital stock of Novatris,
    S.A. (Novatris), a share corporation organized and
    existing under the laws of France,
    September 2004  all of the capital stock of Wirthlin
    Worldwide, Inc. (Wirthlin), a privately-held
    California corporation headquartered in Reston, Virginia,
    April 2007  all of the capital stock of MediaTransfer
    AG Netresearch & Consulting
    (MediaTransfer), a privately-held German stock
    corporation headquartered in Hamburg, Germany,
    August 2007  all of the capital stock of Decima
    Research Inc. (Decima), a corporation incorporated
    in Ontario, Canada, and
    August 2007  all of the capital stock of Marketshare
    Limited, a company incorporated under the laws of Hong Kong, and
    Marketshare Pte Ltd, a company incorporated under the laws of
    Singapore (collectively, Marketshare).    Business
    Overview
      
    Automotive and Transportation,
    Consumer Packaged Goods,
    Emerging and General Markets,
    Financial Services,
    Healthcare and Pharmaceutical,
    Public Affairs and Policy, and
    Technology and Telecom.    
    Brand and Communications Consulting Research,
    Loyalty Research, and
    Product Solutions Research.   4




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##### Table of Contents



The Worldwide
    Market for Online Research
  Inside Research Inside Research
    
    Speed  Internet surveys can be completed
    in as little as five days, as opposed to three weeks for an
    average mail survey and approximately two weeks for an average
    random-digit-dial telephone survey.
    Value  Internet-based market research can
    provide larger and more robust sample sizes than telephone-based
    research for the same cost, or the same sample size can be
    gathered online at a lower cost.
    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.
    Innovation  Online research techniques,
    such as virtual shopping, bulletin board style focus groups and
    virtual 3D package testing, that were never possible before are
    now performed regularly. As our (and our clients)
    knowledge of online research grows, our repertoire of more
    powerful research tools will continue to expand.
    Accuracy  Our propensity score weighting
    techniques have repeatedly produced results that are as accurate
    as or more accurate than telephone-based research.
    Honesty  Our experience indicates that
    respondents online answers 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 than those collected via
    telephone-based research.
    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,
    24/7/365.
    Productivity  As 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. 5




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##### Table of Contents



Our Products and
    Services
  Custom
    Research
    
    Survey Design  Initial meetings are conducted
    with the client to clearly define the objectives and reasons for
    the study to ensure that the final data collected will meet the
    clients needs. Based on the clients requirements, we
    then determine the proper data collection process (such as a
    mail, telephone or Internet survey, focus group meetings,
    personal interviews, or any combination thereof), sampling
    scheme (the demographics and number of people to be surveyed)
    and survey design 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. Multiple quality
    assurance processes are employed to ensure that the survey data
    are accurate and that the correct number and type of interviews
    have been 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.    Tracking Study
    Research
    
    Measure, sustain and improve customer loyalty,
    Gather market and customer intelligence relative to the brand
    and category,
    Detect emerging market trends
    and/or
    potential competitive threats,
    Assess the impact of marketing on customer behaviors and
    attitudes, and
    Identify opportunities for growth.  Service Bureau
    Research
    Research and
    Development
   6




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##### Table of Contents



Accounting for
    Research and Development Costs.
  Our Intellectual
    Property and Other Proprietary Rights
      
    A system to conduct research via build your own
    product/pricing configurations 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.      Seasonality
    
 7




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##### Table of Contents



Our
    Clients
    Our
    Competition
    Inside Research th Inside Research th
    sm
    
    Our Highly Skilled Employees  many of whom are
    recognized by their peers as leaders in the field of market
    research, or in the particular vertical markets in which they
    specialize.
    Our Strong Brand  synonymous with accuracy and
    truthfulness, we believe that Harris Interactive and The
    Harris Pollare two of the best known and most trusted names
    for U.S. market research and public opinion polling today.
    We have now expanded The Harris Pollinto the United
    Kingdom and the rest of Europe, and expect to continue our
    relationships with The Financial Times(London),
    International Herald Tribuneand France 24 (Paris), in
    order to raise awareness of the Harris Interactive brand on a
    global scale.
    Our Internet Panel  believed by us to be one
    of the worlds largest for conducting online market
    research. Currently, our panel consists of millions of
    individuals from around the world who have voluntarily agreed to
    participate in our various online research studies. This large
    and diverse Internet panel enables us to:  
    accurately project results to large segments of the population,
    such as all U.S. voters or all British
    adults,
    conduct a broad range of studies across a wide set of industries,
    rapidly survey very large numbers of the general
    population, and
    accurately survey certain low-incidence, hard-to-find subjects. 8




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##### Table of Contents




    Our Specialty Sub-Panels  Through the ongoing
    screening of our larger panel and recruitment targeted
    specifically to certain audiences, we have developed numerous
    specialty sub-panels of hard-to-find respondents, including:
    Affluent, Chronic Illness, Mothers and Expectant Mothers,
    Physicians, Pet Companion and Technology Decision-Makers. Our
    clients value our ability to rapidly survey these hard to find
    subjects. Many of our clients have asked us to develop specialty
    panels exclusively for their use. Specialty sub-panel research
    has become a key driver of profitable revenue growth for us.
    Our Science and Methodology  To understand the
    intricacies and nuances of Internet research, we have conducted
    more than 2,200 research on research experiments. We
    also have executed over 85 million online surveys since we
    began conducting online research in 1997. That depth and breadth
    of experience allows us to continually provide our clients with
    the most up-to-date and accurate knowledge they need to make
    meaningful business decisions and improve their performance.
    Our Global Enterprise Solutions Portfolio  A
    comprehensive tool-box of research techniques, methodologies and
    models that can be applied by marketing experts to help develop
    strategy, implement tactics and assess their impact in the
    marketplace. These tools can also be used to analyze markets,
    develop new products and services, create
    and/or
    measure brand positioning and awareness and measure
    and/or
    improve customer loyalty.
    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,allowing us to
    rapidly format, target and send over one million customized
    email invitations per hour,
    A sophisticated survey engine,which can support 255,000
    custom five-minute surveys per hour with a peak capacity of
    21,000 surveys processed simultaneously,
    Multi-lingual software systems,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, and
    A global synchronized research platformthat integrates
    data collected via multiple modes into one database.    
    Our Professional Sales Force  which is
    relatively unique in the market research industry, an industry
    in which researchers are traditionally the primary salespersons.
    Our sales force generates leads, expands existing client
    relationships and gains new business. At the end of fiscal 2008,
    we had over 40 full-time dedicated sales professionals, who
    work with our market research professionals who also sell our
    services, supported by a team of inside business developers.
    Our Dedication to Customer Satisfaction  which
    has helped us to retain our clients and continually improve the
    quality of services that we deliver. We evaluate all of our
    researchers 9




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and managers on customer satisfaction scores, and their bonus
    compensation is also tied to those customer satisfaction levels.
    At June 30, 2008, our worldwide overall satisfaction rating
    stood at 8.3, compared with 8.8 at June 30, 2007, both on a
    ten point scale. Maintaining high levels of customer
    satisfaction helps us to:  
    identify and rapidly respond to changing client needs,
    increase the loyalty of our clients and generate greater
    lifetime value from them, and
    improve our margins by dampening price sensitivity.  Financial
    Information about Geographic Areas
  Non-U.S. market non-U.S. businesses
     10




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##### Table of Contents



2008


2007


2006Revenue from servicesUnited States

$
152,894


$
159,843


$
166,228United Kingdom


43,771



43,655



40,430Canada


24,628







Other European countries


14,910



8,305



5,526Asia


2,520







Total revenue from services

$
238,723


$
211,803


$
212,184Operating income (loss)(1)United States

$
(54,492
)

$
9,802


$
13,837United Kingdom


(9,015
)


2,748



168Canada


(7,366
)






Other European countries


(10,914
)


(14
)


125Asia


(2,784
)


(219
)


(239
)Total operating income (loss)

$
(84,571
)

$
12,317


$
13,891Long-lived assetsUnited States

$
6,733


$
7,298


$
7,691Canada


2,858







United Kingdom


1,812



2,261



1,822Other European countries


340



343



183Asia


210







1Total long-lived assets

$
11,953


$
9,902


$
9,697Deferred tax assetsUnited States

$
18,218


$
17,064


$
19,844Canada


(3,191
)






United Kingdom


347



318



459Other European countries


(844
)


(859
)


(564
)Asia










Total deferred tax assets

$
14,530


$
16,523


$
19,739     (1)
    
    Operating loss for fiscal 2008 includes an $86,497 goodwill
    impairment charge. The charge was allocated to our geographic
    locations, specifically, $58,376 to the United States, $9,472 to
    the United Kingdom, $5,921 to Canada, $11,150 to other European
    countries, and $1,578 to Asia.  non-U.S. operations,
  Backlog
   11




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Employees
      Executive
    Officers of Harris Interactive
    Name

Age

PositionGregory T. Novak


46


President and Chief Executive OfficerBruce A. Anderson


51


President, Harris/DecimaDavid G. Bakken, PhD


58


Executive Vice President and Chief ScientistDennis K. Bhame


60


Executive Vice President, Human ResourcesJames E. Fredrickson


47


Executive Vice President, Global Research
    Operations and Information TechnologyRichard W. Millard, PhD


50


President, U.S. Industry Research GroupsEric W. Narowski


39


Principal Accounting Officer and Senior Vice
    President, Global ControllerMichelle F. ONeill


45


President, U.S. Industry Research GroupsRonald E. Salluzzo


57


Executive Vice President, Chief Financial
    Officer, Treasurer and SecretaryStephan B. Sigaud


51


President, U.S. Solutions Research GroupsGeorge H. Terhanian, PhD


44


President, Harris Interactive Europe and
    Global Internet ResearchDavid B. Vaden


37


President, North America and Global OperationsStephen Wallace


49


Chief Information Officer   Gregory T. Novak
  Bruce A. Anderson
 12




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David G. Bakken Ph.D.
  Dennis K. Bhame
  James E. Fredrickson
  Richard W. Millard, Ph.D.
  Eric W. Narowski
  Michelle F. ONeill
  Ronald E. Salluzzo
  Stephan B. Sigaud
 13




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##### Table of Contents



George H. Terhanian, Ph.D
  David B. Vaden
  Stephen Wallace
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Risks Related to
    Our Business
  Failure to
    maintain our brand reputation and recognition could impair our
    ability to remain competitive.
   14




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##### Table of Contents



The Harris Poll.
  If we are
    unable to maintain adequate capacity 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.
        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.
  tm tm
  A breach of
    our Internet security measures, security concerns, or liability
    arising from the use of the personal information of our Internet
    panel, could adversely affect our business.
       15




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We may be
    subject to liability for publishing or distributing content over
    the Internet.
      Any failure in
    the performance of our Internet-based technology infrastructure
    could harm our business.
           16




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Failure or
    inability to protect our intellectual property could adversely
    affect our business.
        Our
    international growth is dependent upon expansion of both our
    international Internet panel in key regions and our global
    footprint.
   17




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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.
    We rely on
    services provided by off-shore providers, the disruption of
    which could adversely impact our business.
    If we are
    unable to overcome other risks associated with global
    operations, we will be unable to conduct business effectively on
    a global level.
      
    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,
    issues related to repatriation of earnings of foreign
    subsidiaries,
    political instability,
    Internet access restrictions, and
    anti-American
    sentiment or terrorist activity against American interests
    abroad.   18




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We must
    continue to attract and retain highly skilled
    employees.
    Variations in
    our operating results may cause our stock price to
    fluctuate.
      
    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 the 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 exchange fluctuations.    
    effective management of the professional services aspects of our
    business, including utilization and realization rates,
    our ability to cost-effectively maintain the proper size and
    scope of our Internet panel necessary to develop and sell new
    products and services and generate expected revenues,
    development of our own new, marketable products and
    services, and
    costs associated with acquisitive and strategic activities.    Anti-takeover
    provisions in our charter and applicable law could delay or
    prevent an acquisition of our company.
   19




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##### Table of Contents



Potential
    acquisitions of, or investments in, other companies may not be
    available and/or have a negative impact on our
    business.
  and/or
    
    difficulties in the harmonization and assimilation of the
    operations, technologies, products and personnel of the acquired
    business,
    the diversion of managements attention from other business
    concerns,
    costs associated with acquisitions that are not concluded,
    the availability of favorable acquisition financing, and
    the potential loss of key employees
    and/or
    clients of any acquired business.    Investments in
    development or acquisition of new products and services may
    impact our earnings.
   20




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##### Table of Contents



Risks Related to
    Our Industry
  The market
    research industry is vulnerable to fluctuations in general
    economic conditions.
    We face
    competitive pressures within the market research and polling
    industry and from others who have the ability to collect data
    over the Internet.
        Changes in
    government regulation could limit our Internet activities or
    result in additional costs of doing business on the
    Internet.
    
    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.
    Our business may be restricted by the development of various
    U.S. federal and state do not call lists and
    other privacy regulations that permit consumers to protect
    themselves from unsolicited telemarketing telephone calls. In
    2003, the Federal Trade Commission (FTC) amended its
    rules to establish a national do not call registry.
    Although do not call list regulations do not
    currently apply to market research phone calls, new legislation
    or regulation could eliminate the current market research
    exemption. If do not call list regulations become
    applicable to market research phone calls, our results of
    operations may be adversely affected by the loss of revenues
    from telephone-based market research.
    The Controlling the Assault of Non-Solicited Pornography and
    Marketing Act of 2003
    (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.
    The U.S. Health Insurance Portability and Accountability
    Act of 1996 (HIPAA) imposes a number of restrictions
    and requirements designed to safeguard personal health
    information. As 21




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##### Table of Contents



Healthcare is the largest industry group that we serve, from
    time to time, HIPAA could have the effect of increasing our
    costs and restricting our ability to gather and disseminate
    information, which could ultimately have a negative effect on
    our revenues.  
    Certain foreign countries in which we do business, such as
    China, censor or control our communication with our online
    panelists. Such limitations may hinder our ability to
    effectively conduct market research in a way that meets the
    needs of our clients.
    A number of U.S. states have enacted or have pending
    legislation governing gifts from, and marketing by,
    pharmaceutical companies. Some of these laws require
    pharmaceutical companies to report physician payments, including
    cash incentives to physicians and other health care
    professionals for participating in market research surveys. Such
    laws may impact response rates for surveys conducted for
    pharmaceutical/health care companies who are seeking physician
    opinions.    
    email distribution,
    user privacy and expression,
    the rights and safety of children,
    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.
  and/or
  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.
   22




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##### Table of Contents



Item 1B.  Unresolved
    Staff Comments    Item 2.
    Properties    
    Rochester, New York;
    New York, New York;
    Princeton, New Jersey;
    Norwalk, Connecticut;
    Reston, Virginia;
    Minneapolis, Minnesota;
    Claremont, California;
    Tampa, Florida;
    Washington, District of Columbia;
    Brentford, Hazel Grove and Maidenhead, United Kingdom;
    Ottawa and Toronto, Ontario;
    Montreal, Quebec;
    Vancouver, British Columbia;
    Paris, France;
    Hamburg, Germany;
    Hong Kong and Shanghai, China; and
    Singapore.   23




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##### Table of Contents



RemainingLease ObligationAddress

Location

Termination Date

June 30, 200870 Carlson Road

Rochester, New York

October 2008

$
821920 Association Drive

Reston, Virginia

April 2010


78840-52
    Watermans Park

Brentford, United Kingdom

June 2010


1,038135 Corporate Woods

Rochester, New York

June 2010


673Pepper Road

Hazel Grove, United Kingdom

July 2010


446Vanwall Road

Maidenhead, United Kingdom

July 2010


415BTC Beim Strohause 31

Hamburg, Germany

August 2010


4925 Independence Way

Princeton, New Jersey

February 2011


2,071161 Avenue of the Americas

New York, New York

April 2012


2,6072345 Yonge Street

Toronto, Ontario

May 2012


865101 Merritt 7

Norwalk, Connecticut

May 2015


1,31060 Corporate Woods

Rochester, New York

July 2015


9,490160 Elgin

Ottawa, Ontario

February 2016


3,4831080 Beaver Hall Hill

Montreal, Quebec

April 2016


757   Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Fiscal 2008


Fiscal 2007High


Low


High


LowQuarter Ended:June 30

$
2.80


$
1.80


$
6.50


$
4.93March 31


4.33



2.15



6.11



4.67December 31


4.77



3.86



6.85



4.63September 30


5.55



3.67



6.26



4.95  24




---



##### Table of Contents



Holders
    Dividends
    Issuer Purchases
    of Equity Securities
    ISSUER PURCHASES
    OF EQUITY SECURITIES
  TotalNumber of


ApproximateShares


Dollar Value ofPurchased


Shares Thatas Part of


May Yet BeTotal Number


Average Price


Publicly


Purchasedof Shares


Paid


Announced


Under thePeriod

Purchased(1)


per Share


Program


ProgramApril 1, 2008 through April 30, 2008





$







$
May 1, 2008 through May 31, 2008


836



2.01







June 1, 2008 through June 30, 2008


70



2.51







Total


906


$
2.05






$
     (1)
    
    Consists solely of shares repurchased from employees to satisfy
    statutory tax withholding requirements upon the vesting of
    restricted stock and subsequently retired. 25




---



##### Table of Contents



Performance
    Graph
  5-year
  COMPARISON OF 5
    YEAR CUMULATIVE TOTAL RETURN*
    Among Harris Interactive Inc., The NASDAQ Composite Index,
    The S&P Smallcap 600 Index, A New Peer Group And An Old
    Peer Group
  
  6/03


6/04


6/05


6/06


6/07


6/08Harris Interactive Inc.


$
100.00



$
104.02



$
75.39



$
88.24



$
82.82



$
31.11NASDAQ Composite



100.00




129.09




127.97




136.00




164.15




142.67S&P Smallcap 600



100.00




135.25




153.44




174.81




202.85




173.09New Peer Group



100.00




132.87




139.51




167.57




205.37




151.15Old Peer Group



100.00




133.00




147.14




159.47




191.24




162.53   © ©
 26




---



##### Table of Contents



The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
       27




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  For the Years Ended June 30,2008


2007


2006


2005


2004(In thousands, except share and per share amounts)Statement of Operations Data:Revenue from services

$
238,723


$
211,803


$
212,184


$
193,635


$
138,482Operating expenses:Cost of services(1)


120,192



104,761



103,384



91,569



65,503Sales and marketing(1)


23,979



21,151



20,540



20,366



11,915General and administrative(1)


80,253



68,730



68,158



65,608



43,964Depreciation and amortization


8,526



5,295



5,961



6,230



3,836Gain on sale of assets






(788
)










Cost of reviewing strategic alternatives


1,584















Restructuring charges


2,263



337



250



1,132



Goodwill impairment charge


86,497















Total operating expenses


323,294



199,486



198,293



184,905



125,218Operating income (loss)


(84,571
)


12,317



13,891



8,730



13,264Interest and other income


1,119



2,246



1,534



742



637Interest expense


(1,951
)


(290
)


(20
)


(150
)


(107
)Income (loss) from continuing operations before income taxes


(85,403
)


14,273



15,405



9,322



13,794Provision (benefit) for income taxes(2)


(661
)


5,319



6,205



4,978



(16,009
)Income (loss) from continuing operations


(84,742
)


8,954



9,200



4,344



29,803Income (loss) from discontinued operations, net of tax


124



122



260



(2,761
)


115Net income (loss) available to holders of common stock

$
(84,618
)

$
9,076


$
9,460


$
1,583


$
29,918Basic net income (loss) per share(*):Continuing operations

$
(1.60
)

$
0.16


$
0.15


$
0.07


$
0.53Discontinued operations


0.00



0.00



0.00



(0.05
)


0.00Basic net income (loss) per share

$
(1.60
)

$
0.16


$
0.15


$
0.03


$
0.53Diluted net income (loss) per share(*):Continuing operations

$
(1.60
)

$
0.16


$
0.15


$
0.07


$
0.52Discontinued operations


0.00



0.00



0.00



(0.05
)


0.00Diluted net income (loss) per share

$
(1.60
)

$
0.16


$
0.15


$
0.03


$
0.52Weighted-average shares outstanding  basic


52,861,354



56,133,355



61,511,031



60,264,152



56,099,330Weighted-average shares outstanding  diluted


52,861,354



56,397,600



61,685,777



61,238,064



57,444,785 28




---



##### Table of Contents



For the Years Ended June 30,2008


2007


2006


2005


2004(In thousands, except share and per share amounts)Balance Sheet Data:Cash and cash equivalents

$
32,874


$
28,911


$
11,465


$
13,118


$
12,511Marketable securities

$



$
4,418


$
45,145


$
23,392


$
42,603Working capital

$
32,489


$
22,046


$
62,026


$
46,426


$
70,416Total assets

$
187,049


$
242,038


$
256,923


$
241,829


$
199,880Short-term borrowings

$



$
19,625


$



$



$
Long-term borrowings

$
29,431


$



$



$



$
Total stockholders equity

$
98,636


$
172,356


$
203,644


$
194,164


$
167,298     (*)
    
    Figures may not add due to rounding(1)
    
    Amounts for fiscal years 2004 and 2005 are not directly
    comparable to subsequent fiscal years, as a result of our
    adoption of SFAS No. 123(R) using the modified
    prospective method.(2)
    
    Fiscal year 2004 includes the effects of the reversal of prior
    year valuation allowances that had been recorded against certain
    deferred tax assets.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    
    Deteriorating macro-economic conditions in North America which
    caused declines in our bookings that led to revenue in the
    U.S. and Canada that fell below our expectations,
    Spending freezes and cuts in the sectors of the pharmaceutical
    industry in which our business was concentrated, which required
    us to reposition our strategies, sales efforts and
    management, and
    Decreased profitability driven by the revenue decline noted
    above, as we were unable to adjust our expenses quickly enough
    to align with our decreased revenue.    
    Restructured the Company to better align our direct cost
    structure with expected revenue, as described in more detail
    under Restructuring,
    Replaced our U.S. Healthcare sales and business leadership,
    Retained a performance improvement consulting firm to assist
    us, and
    Continued our ongoing efforts to maximize the productivity of
    our professional staff and appropriately scale our selling,
    general and administrative costs to the expected needs of our
    business.   29




---



##### Table of Contents




    Declines in revenue, operating margin and net income when
    compared with fiscal 2007, the causes of which are more fully
    described under Results of Operations,
    Growth in European Internet revenue when compared with fiscal
    2007, more fully described under Results of
    Operations,
    Expanded global presence provided by our MediaTransfer, Decima
    and Marketshare acquisitions,
    Continued generation of cash from our operations, which has
    allowed us to continue to pay down our outstanding debt,
    A pre-tax, non-cash goodwill impairment charge of
    $86.5 million based on our annual goodwill impairment
    evaluation, performed in accordance with SFAS No. 142,
    which indicated that the fair value of the Company was less than
    the carrying value of our net assets at June 30, 2008.    Business
    Combinations
  Decima
    Research
    ESOMAR
  Marketshare
      MediaTransfer
     30




---



##### Table of Contents



Business
    Combinations Form 10-K.
  Goodwill
    Impairment Charge
        Restructuring
  Fiscal
    2008
           31




---



##### Table of Contents



Fiscal
    2007
        Fiscal
    2006
  Accounting
    for the Impairment or Disposal of Long-Lived Assets.
     32




---



##### Table of Contents



Balance,














Balance,July 1,


Costs





Cash


Non-Cash


June 30,2007


Incurred


Reversals


Payments


Settlements


2008Fiscal 2008 ActivitiesSeverance payments

$



$
1,556


$
(65
)

$
(821
)

$



$
670Lease commitments






771







(169
)


(32
)


570Remaining reserve

$



$
2,327


$
(65
)

$
(990
)

$
(32
)

$
1,240Fiscal 2007 PlanSeverance payments

$
62


$



$



$
(62
)

$



$
Lease commitments






















Remaining reserve

$
62


$



$



$
(62
)

$



$
Fiscal 2006 PlanSeverance payments

$



$



$



$



$



$
Lease commitments


25











(25
)






Remaining reserve

$
25


$



$



$
(25
)

$



$
Total of all restructuring plans and activities

$
87


$
2,327


$
(65
)

$
(1,077
)

$
(32
)

$
1,240   Form 10-K.
  Discontinued
    Operations
        Form 10-K.
  Critical
    Accounting Policies and Estimates
    
    Revenue recognition, 33




---



##### Table of Contents




    Impairment of goodwill and other intangible assets,
    Income taxes,
    Stock-based compensation,
    HIpoints loyalty program, and
    Contingencies and other accruals.    Revenue
    Recognition
        Impairment of
    Goodwill and Other Intangible Assets
  Goodwill and Other Intangible
    Assets non-amortizable
    
    Significant under-performance relative to historical or
    projected future operating results;
    Significant changes in the manner of our use of acquired assets
    or the strategy for our overall business; 34




---



##### Table of Contents




    Significant negative industry or economic trends;
    Significant decline in our stock price for a sustained
    period; and
    Our market capitalization relative to net book value.      Income
    Taxes
  Accounting for
    Income Taxes.
    Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
 35




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation.
    
    Expected volatility  based on historical
    volatilities from daily share price observations for our stock
    covering a period commensurate with the expected term of the
    options granted.
    Expected life of the option  based on the
    vesting terms of the respective option and a contractual life of
    ten years, calculated using the simplified method as
    allowed by Staff Accounting Bulletin No. 110,
    Share-Based Payment.
    Risk-free rate  based on the implied yield
    available at the time the options were granted on
    U.S. Treasury zero coupon issues with a remaining term
    equal to the expected life of the option when granted.
    Dividend yield  based on our historical
    practice of electing not to pay dividends to our shareholders.  Form 10-K.
    HIpoints
    Loyalty Program
   36




---



##### Table of Contents



Contingencies
    and Other Accruals
    Explanation of
    Key Financial Statement Captions
  Revenue from
    Services
      
    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.
    Tracking Studies  studies that regularly ask
    identical questions to similar demographic groups within a
    constant interval (once a month; once a quarter, etc.) to feed
    business decision-makers with dynamic data and intelligence.
    Service-Bureau Research  HISB provides
    Internet-based data collection services for other market
    research firms. 37




---



##### Table of Contents



Cost of
    Services
    
    Project Personnel  Project personnel have four
    distinct roles: project management, survey design, data
    collection and analysis. We maintain project personnel in North
    America, Europe, and Asia. Labor costs are specifically
    allocated to the projects they relate to. 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, which are earned when we receive a timely survey
    response. Non-cash incentives in the form of 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 are non-transferable and may be
    redeemed for gifts from a specific product folio at any time
    prior to their expiration.
    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, and the amortization of software
    developed for internal use.  Sales and
    Marketing
    General and
    Administrative
    Provision for
    Income Taxes
   38




---



##### Table of Contents



Results of
    Operations
    2008


%


2007


%


2006


%Revenue from services

$
238,723



100.0
%

$
211,803



100.0
%

$
212,184



100.0
%Operating expenses:Cost of services


120,192



50.3



104,761



49.5



103,384



48.7Sales and marketing


23,979



10.0



21,151



10.0



20,540



9.7General and administrative


80,253



33.6



68,730



32.4



68,158



32.1Depreciation and amortization


8,526



3.6



5,295



2.5



5,961



2.8Gain on sale of assets










(788
)


(0.4
)






Cost of reviewing strategic alternatives


1,584



0.7















Restructuring charges


2,263



0.9



337



0.2



250



0.1Goodwill impairment charge


86,497



36.2















Operating income (loss)


(84,571
)


(35.4
)


12,317



5.8



13,891



6.5Interest and other income


1,119



0.5



2,246



1.1



1,534



0.7Interest expense


(1,951
)


(0.9
)


(290
)


(0.1
)


(20
)


(0.0
)Income (loss) from continuing operations before taxes


(85,403
)


(35.8
)


14,273



6.7



15,405



7.3Provision (benefit) for income taxes


(661
)


(0.3
)


5,319



2.5



6,205



2.9Income (loss) from continuing operations


(84,742
)


(35.5
)


8,954



4.2



9,200



4.3Income from discontinued operations, net of tax


124



0.1



122



0.1



260



0.1Net income (loss)

$
(84,618
)


(35.4
)

$
9,076



4.3


$
9,460



4.5     Fiscal Year
    Ended June 30, 2008 Versus Fiscal Year Ended June 30,
    2007
  Revenue from services.
    
    $152.9 million from U.S. operations, down 4.3%
    compared with $159.8 million for fiscal 2007. The decrease
    in U.S. revenue was impacted by revenue declines in the
    following industry groups:  
    Healthcare, as a result of budget cuts in the pharmaceutical
    industry as well as the internal management issues noted
    above, and
    Emerging and General Markets, as a result of this groups
    transition to new sales leadership during the fiscal year. 39




---



##### Table of Contents




    $24.6 million from Canadian operations, all of which was
    attributable to our August 2007 acquisition of Decima.    
    $43.8 million from our U.K. operations, essentially flat
    when compared with $43.7 million for fiscal 2007, and
    $14.9 million from our French and German operations,
    compared with $8.3 million from those operations for fiscal
    2007. The increase in revenue from these operations was
    principally the result of our April 2007 acquisition of
    MediaTransfer, which contributed $5.3 million in
    incremental revenue in fiscal 2008.      
    North American Internet-based revenue was $116.5 million or
    65.6% of total North American revenue for fiscal 2008, compared
    with $110.6 million or 69.2% of total North American
    revenue for fiscal 2007. North American Internet-based revenue
    was comprised of the following:  
    U.S. Internet-based revenue of $111.5 million or 72.9%
    of total U.S. revenue for fiscal 2008, compared with
    $110.6 million or 69.2% of total U.S. revenue for
    fiscal 2007. The increases from the same prior year period in
    U.S. Internet-based revenue, both as a dollar amount and as
    a percentage of total U.S. revenue, are primarily due to
    our focus on winning larger tracking studies which can be
    performed online.
    Canadian Internet-based revenue of $5.1 million or 20.5% of
    total Canadian revenue for fiscal 2008, all attributable to our
    August 2007 acquisition of Decima. We will continue to focus on
    growing Internet-based revenue in our Canadian operations during
    fiscal 2009 and beyond.  
    European Internet-based revenue was $34.2 million or 58.2%
    of total European revenue for fiscal 2008, compared with
    $17.6 million or 33.9% of total European revenue for fiscal
    2007. European Internet-based revenue was comprised of the
    following:  
    U.K. Internet-based revenue of $20.8 million or 47.4% of
    total U.K. revenue for fiscal 2008, compared with
    $10.1 million or 23.2% of total U.K. revenue for fiscal
    2007. The increase in U.K. Internet-based revenue was driven by
    our continued emphasis on marketing and selling Internet-based
    research, as well as the ongoing transition to Internet-based
    research throughout Europe.
    French and German Internet-based revenue of $13.4 million
    or 89.9% of total French and German revenue for fiscal 2008,
    compared with $7.5 million or 90.0% of total French and
    German revenue for fiscal 2007. The increase in French and
    German Internet-based revenue was principally the result of our
    April 2007 acquisition of MediaTransfer, which contributed
    $4.7 million in incremental Internet-based revenue in
    fiscal 2008.  Cost of services.
 40




---



##### Table of Contents



Sales and marketing.
  
    $2.0 million in incremental sales and marketing expenses
    attributable to our MediaTransfer, Decima and Marketshare
    acquisitions; and
    $0.8 million in incremental expense as a result of an
    increase in the time spent by our sales and professional staff
    on selling and proposal generation.    General and administrative.
  
    $11.5 million in incremental general and administrative
    expenses attributable to our MediaTransfer, Decima and
    Marketshare acquisitions; and
    $0.8 million in severance charges related to the retirement
    of Leonard R. Bayer, our former Executive Vice President, Chief
    Scientist and Chief Technology Officer, which was effective
    March 31, 2008.    Depreciation and
    amortization.
  Gain on sale of assets.
  Cost of reviewing strategic
    alternatives.
  Restructuring charges.
  Goodwill impairment charge.
  Interest and other income.
  Interest expense.
 41




---



##### Table of Contents



Income taxes. Form 10-K.
    Fiscal Year
    Ended June 30, 2007 Versus Fiscal Year Ended June 30,
    2006
  Revenue from services.
    
    Healthcare, as a result of internal restructuring at certain of
    this groups clients, as well as certain industry
    challenges, including continued consolidation and realignment
    within the Healthcare industry,
    Technology and Telecom, as a result of sales force turnover
    within this group, which necessitated the rebuilding of the
    groups sales team throughout fiscal 2007, and
    Loyalty, as a result of our decision at the end of fiscal 2006
    not to bid on a significant, recurring client tracking study
    because of its low profit margins, offset in part by winning a
    new tracking study at an existing client and reformulating the
    groups service offerings to better meet customer
    requirements.    
    Marketing and Communications Research, as a result of winning
    new tracking studies with new and existing clients,
    Public Affairs and Policy, as a result of realigning this
    groups sales resources with the objectives of its
    business, and
    Emerging and General Markets, as a result of consistent efforts
    on the part of this groups sales resources to grow its
    client base.    
    a favorable impact of $4.1 million as a result of foreign
    exchange rate differences and the depreciation of the
    U.S. Dollar against the British Pound and the Euro,
    our acquisition of MediaTransfer in April 2007, which
    contributed $1.4 million in revenue during the fourth
    fiscal quarter, and
    our concerted efforts toward stabilizing and growing our
    European operations.    
    U.S. Internet-based revenue decreased to
    $110.6 million or 69.2% of total U.S. revenue for
    fiscal 2007, compared with $112.2 million or 67.5% of total
    U.S. revenue for fiscal 2006. 42




---



##### Table of Contents




    European Internet-based revenue increased to $17.6 million
    or 33.9% of total European revenue for fiscal 2007, compared
    with $13.2 million or 28.7% of total European revenue for
    fiscal 2006.    Cost of services.
  Sales and marketing.
  General and administrative.
  
    a $2.0 million decrease in bonus expense, as a result of
    our performance falling short of bonus plan targets,
    $0.7 million in general and administrative expenses as a
    result of our April 2007 acquisition of MediaTransfer,
    a $0.7 million increase in stock-based compensation expense
    for options and restricted stock granted during fiscal 2007,
    $0.6 million in costs associated with an unsuccessful
    acquisition during the third fiscal quarter, and
    $0.3 million in administration fees for the Repurchase
    Program, compared with less than $0.1 million in such fees
    during fiscal 2006.  Depreciation and
    amortization.
  Restructuring charges.
  Gain on sale of assets.
  Interest and other income.
  Interest expense.
 43




---



##### Table of Contents



Income taxes. Form 10-K.
  Significant
    Factors Affecting Company Performance
  Our Revenue
    Mix and Gross Profitability
          Our Ability to
    Measure Our Performance
   44




---



##### Table of Contents



Q1


Q2


Q3


Q4


Q1


Q2


Q3


Q4FY2007


FY2007


FY2007


FY2007


FY2008


FY2008


FY2008


FY2008Internet revenue (% of total revenue)


61
%


58
%


60
%


63
%


62
%


62
%


63
%


66
%North American Internet revenue (% of NA revenue)


68
%


67
%


68
%


73
%


66
%


67
%


62
%


67
%European Internet revenue (% of European revenue)


39
%


30
%


30
%


35
%


50
%


51
%


67
%


63
%Cash & marketable securities

$
46.8


$
54.0


$
29.1


$
33.3


$
24.1


$
33.3


$
31.2


$
32.9Bookings

$
42.9


$
65.7


$
57.6


$
50.9


$
50.8


$
68.2


$
61.3


$
53.3Ending sales backlog

$
54.6


$
64.6


$
70.4


$
64.9


$
67.4


$
72.8


$
76.9


$
66.8Average billable full time equivalents (FTEs)


720



719



728



712



766



821



818



817Days of sales outstanding (DSO)


47 days



43 days



35 days



43 days



49 days



43 days



40 days



43 daysUtilization


61
%


61
%


64
%


68
%


62
%


62
%


62
%


66
%Bookings to revenue ratio


0.91



1.18



1.11



0.89



0.92



1.09



1.07



0.84     Sep 06


Dec 06


Mar 07


Jun 07


Sep 07


Dec 07


Mar 08


Jun 08Consolidated revenue

$
211.2


$
213.1


$
213.5


$
211.8


$
219.8


$
226.8


$
232.3


$
238.7Internet revenue (% of total revenue)


60
%


59
%


59
%


60
%


61
%


62
%


62
%


63
%North American Internet revenue (% of NA revenue)


68
%


67
%


67
%


69
%


69
%


69
%


67
%


66
%European Internet revenue (% of European revenue)


32
%


32
%


32
%


34
%


36
%


42
%


50
%


58
%Bookings

$
213.6


$
220.7


$
213.0


$
217.1


$
225.0


$
227.4


$
231.2


$
233.6Average billable full time equivalents (FTEs)


716



715



720



720



731



757



779



806Utilization


63
%


63
%


63
%


63
%


64
%


64
%


63
%


63
%Bookings to revenue ratio


1.01



1.04



1.00



1.03



1.02



1.00



1.00



0.98     Bookings
   45




---



##### Table of Contents



Ending Sales Backlog
      Average Billable Full-Time Equivalents (FTEs)
      Days of Sales Outstanding (DSO)
      Utilization
     46




---



##### Table of Contents



Liquidity and
    Capital Resources
  Cash and Cash
    Equivalents
    2008


2007


2006Net cash provided by operating activities

$
17,972


$
16,639


$
27,885Net cash (used in) provided by investing activities


(20,813
)


28,800



(24,346
)Net cash provided by (used in) financing activities


6,436



(28,251
)


(5,372
)   Net cash provided by operating
    activities.
    Net cash (used in) provided by investing
    activities.
    Net cash (used in) financing
    activities.
    Working
    Capital
   47




---



##### Table of Contents



Share
    Repurchase Program
    Credit
    Facilities
       48




---



##### Table of Contents



Form 10-K.
        Off-Balance Sheet
    Risk Disclosure
  Regulation S-K.
 49




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 YearsLong-term debt obligations

$
29,431


$
6,925


$
13,850


$
8,656


$
Interest obligations on long-term debt(1)


3,943



1,237



2,165



541



Capital lease obligations


















Operating lease obligations


27,132



6,903



10,594



5,283



4,352Purchase obligations


















Other long-term liabilities(2)


392



22



151



44



175Total

$
60,898


$
15,087


$
26,760


$
14,524


$
4,527     (1)
    
    Interest obligations shown above were derived using an interest
    rate of 5.955%. This rate is a combination of the 5.08% that is
    fixed by our interest rate swap, and the 0.875% additional
    spread applicable to our leverage ratio. These rates are more
    fully described in Note 11, Borrowings, to the
    consolidated financial statements contained in this
    Form 10-K.(2)
    
    Amounts in the 1-3 Years category include $87
    for liabilities associated with uncertain tax positions,
    determined in accordance with FASB Interpretation No. 48,
    as more fully described in Note 15, Income
    Taxes, to the consolidated financial statements contained
    in this
    Form 10-K.  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk      Interest Rate
    Exposure
    12-month
 50




---



##### Table of Contents



Foreign Currency
    Exposure
  Non-U.S. transactions
       51




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements
   
 Report of Independent Registered Public
    Accounting Firm


53Consolidated Balance Sheets at June 30, 2008
    and 2007


54Consolidated Statements of Operations for the
    years ended June 30, 2008, 2007 and 2006


55Consolidated Statements of Cash Flows for the
    years ended June 30, 2008, 2007 and 2006


56Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2008, 2007 and 2006


57Notes to Consolidated Financial Statements
    (including unaudited quarterly results of operations)


58Index to Financial Statement Schedules


93Schedule II  Valuation and
    Qualifying Accounts


97     52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Harris
    Interactive Inc.
  Internal Control  Integrated
    Framework
          PricewaterhouseCoopers LLP
  
 53




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    BALANCE SHEETS  (in thousands,
    except share and per share amounts)
  June 30,


June 30,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
32,874


$
28,911Marketable securities






4,418Accounts receivable, less allowances of $482 and $82,
    respectively


34,940



34,794Unbilled receivables


11,504



9,938Prepaid expenses and other current assets


8,753



6,964Deferred tax assets


3,959



3,754Assets held for sale






1,074Total current assets


92,030



89,853Property, plant and equipment, net


11,953



9,902Goodwill


42,805



115,466Other intangibles, net


23,302



11,788Deferred tax assets


14,606



13,628Other assets


2,353



1,401Total assets

$
187,049


$
242,038LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,779


$
8,079Accrued expenses


25,611



22,198Current portion of outstanding debt


6,925



19,625Deferred revenue


16,226



17,575Liabilities held for sale






330Total current liabilities


59,541



67,807Long-term debt


22,506



Deferred tax liabilities


4,035



859Other long-term liabilities


2,331



1,016Commitments and contingencies (Note 18)Stockholders equity:Preferred stock, $.001 par value, 5,000,000 shares
    authorized; 0 shares issued and outstanding at
    June 30, 2008 and 2007






Common stock, $.001 par value, 100,000,000 shares
    authorized; 53,783,980 shares issued and outstanding at
    June 30, 2008 and 52,833,874 shares issued and
    outstanding at June 30, 2007


54



53Additional paid-in capital


182,709



177,169Accumulated other comprehensive income


10,680



5,392Accumulated deficit


(94,807
)


(10,258
)Total stockholders equity


98,636



172,356TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
187,049


$
242,038    54




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  (in thousands,
    except share and per share amounts)
  For the Years Ended June 30,2008


2007


2006Revenue from services

$
238,723


$
211,803


$
212,184Operating expenses:Cost of services


120,192



104,761



103,384Sales and marketing


23,979



21,151



20,540General and administrative


80,253



68,730



68,158Depreciation and amortization


8,526



5,295



5,961Gain on sale of assets






(788
)


Cost of reviewing strategic alternatives


1,584







Restructuring charges


2,263



337



250Goodwill impairment charge


86,497







Total operating expenses


323,294



199,486



198,293Operating income (loss)


(84,571
)


12,317



13,891Interest and other income


1,119



2,246



1,534Interest expense


(1,951
)


(290
)


(20
)Income (loss) from continuing operations before income taxes


(85,403
)


14,273



15,405Provision (benefit) for income taxes


(661
)


5,319



6,205Income (loss) from continuing operations


(84,742
)


8,954



9,200Income from discontinued operations, net of provision for income
    taxes


124



122



260Net income (loss)

$
(84,618
)

$
9,076


$
9,460Basic net income (loss) per share:Continuing operations

$
(1.60
)

$
0.16


$
0.15Discontinued operations


0.00



0.00



0.00Basic net income (loss) per share

$
(1.60
)

$
0.16


$
0.15Diluted net income (loss) per share:Continuing operations

$
(1.60
)

$
0.16


$
0.15Discontinued operations


0.00



0.00



0.00Diluted net income (loss) per share

$
(1.60
)

$
0.16


$
0.15Weighted-average shares outstanding  basic


52,861,354



56,133,355



61,511,031Weighted-average shares outstanding  diluted


52,861,354



56,397,600



61,685,777    55




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (In
    thousands)
  For the Years Ended June 30,2008


2007


2006Cash flows from operating activities:Net income (loss)

$
(84,618
)

$
9,076


$
9,460Adjustments to reconcile net income to net cash provided by
    operating activities Depreciation and amortization


10,042



6,783



7,212Deferred taxes


(1,702
)


2,764



5,208Stock-based compensation


4,091



3,787



3,141Restructuring charges, net of related cash payments


1,240



(62
)


(340
)Goodwill impairment charge


86,497







401(k) stock-based matching contribution


951



1,298



1,166Amortization of deferred financing costs


114







Amortization of (discount) on marketable securities






(37
)


(40
)Gain on sale of discontinued operations and assets held for sale


(220
)


(788
)


Loss on disposal of fixed assets






103



(Increase) decrease in assets, net of acquisitions Accounts receivable


5,436



1,149



39Unbilled receivables


918



649



475Prepaid expenses and other current assets


(2,529
)


(2,952
)


(1,968
)Other assets


(241
)


322



(183
)(Decrease) increase in liabilities, net of
    acquisitions Accounts payable


(352
)


(3,555
)


1,821Accrued expenses


52



(1,228
)


(361
)Deferred revenue


(2,034
)


625



2,804Other liabilities


388



(1,913
)


(495
)Net cash (used in) provided by operating activities of
    discontinued operations


(61
)


618



(54
)Net cash provided by operating activities


17,972



16,639



27,885Cash flows from investing activities:Cash paid in connection with acquisitions, net of cash acquired


(21,727
)


(9,790
)


(525
)Purchase of marketable securities


(15,000
)


(74,052
)


(49,223
)Proceeds from maturities and sales of marketable securities


19,420



114,883



27,547Capital expenditures


(3,704
)


(3,879
)


(2,143
)Proceeds from sale of discontinued operations and assets held
    for sale


219



1,652



Net cash (used in) investing activities of discontinued
    operations


(21
)


(14
)


(2
)Net cash (used in) provided by investing activities


(20,813
)


28,800



(24,346
)Cash flows from financing activities:Increases in borrowings, net of financing costs


14,525



19,625



Repayments of borrowings


(8,648
)






Repurchases of common stock






(50,540
)


(6,459
)Proceeds from exercise of employee stock options and employee
    stock purchases


526



2,246



1,087Excess tax benefits from share-based payment awards


33



418



Net cash provided by (used in) financing activities


6,436



(28,251
)


(5,372
)Effect of exchange rate changes on cash and cash equivalents


368



258



180Net increase (decrease) in cash and cash equivalents


3,963



17,446



(1,653
)Cash and cash equivalents at beginning of period


28,911



11,465



13,118Cash and cash equivalents at end of period

$
32,874


$
28,911


$
11,465    56




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY  (In
    thousands)
  Accumulated


RetainedCommon Stock


Additional


Other


Earnings


TotalOutstanding


Paid-in


Comprehensive


(Accumulated


StockholdersShares


Amount


Capital


Income (Loss)


Deficit)


EquityBalance at June 30, 2005


61,375


$
61


$
221,032


$
1,865


$
(28,794
)

$
194,164Comprehensive income:Net income


















9,460



9,460Unrealized gain on marketable securities














47







47Foreign currency translation














1,051







1,051Total comprehensive income






















10,558Issuance of stock for restricted stock grants and exercise of
    options


356







542











542Issuance of common stock under Employee Stock Purchase Plan


142







532











532Issuance of common stock under 401(k) Plan


235







1,166











1,166Stock-based compensation expense










3,141











3,141Retirement of common stock repurchased through Share Repurchase
    Program


(1,275
)






(6,459
)










(6,459
)Balance at June 30, 2006


60,833



61



219,954



2,963



(19,334
)


203,644Comprehensive income:Net income


















9,076



9,076Unrealized gain on marketable securities














90







90Foreign currency translation














2,362







2,362Total comprehensive income






















11,528Adjustment for initial implementation of SFAS No. 158














(23
)






(23
)Issuance of stock for restricted stock grants and exercise of
    options


678







1,638











1,638Issuance of common stock under Employee Stock Purchase Plan


142







606











606Issuance of common stock under 401(k) Plan


229







1,298











1,298Income tax benefit on exercise of stock options










418











418Stock-based compensation expense










3,787











3,787Retirement of common stock repurchased through Share Repurchase
    Program


(9,048
)


(8
)


(50,532
)










(50,540
)Balance at June 30, 2007


52,834



53



177,169



5,392



(10,258
)


172,356Comprehensive income:Net loss


















(84,618
)


(84,618
)Unrealized loss on interest rate swap, net of tax of $340














(516
)






(516
)Unrealized gain on marketable securities














7







7Foreign currency translation














5,797







5,797Total comprehensive loss






















(79,330
)Adjustment for initial implementation of FIN No. 48


















69



69Issuance of stock for restricted stock grants and exercise of
    options


423



1



17











18Issuance of common stock under Employee Stock Purchase Plan


251







579











579Issuance of common stock under 401(k) Plan


276







951











951Income tax benefit (shortfall) on exercise of stock options










(98
)










(98
)Stock-based compensation expense










4,091











4,091Balance at June 30, 2008


53,784


$
54


$
182,709


$
10,680


$
(94,807
)

$
98,636  57




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  Years Ended June 30, 2008, 2007 and 2006
  (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
    June 30,


June 30,2007


2006Cost of services:Previously reported

$
103,273


$
102,133Reclassification


1,488



1,251As reclassified

$
104,761


$
103,384Depreciation and amortization:Previously reported

$
6,783


$
7,212Reclassification


(1,488
)


(1,251
)As reclassified

$
5,295


$
5,961  58




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Cash and Cash
    Equivalents
    Marketable
    Securities
  Accounting for Certain Investments in Debt and
    Equity Securities.
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
    Property,
    Plant and Equipment
      Computer equipment


3 yearsNon-computer equipment


5 yearsFurniture and fixtures


7 years  59




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Accounting for
    Leases
  Business
    Combinations and Goodwill
  Business
    Combinations.
  Goodwill and Other Intangible Assets non-amortizable
    
    Significant under-performance relative to historical or
    projected future operating results;
    Significant changes in the manner of its use of acquired assets
    or the strategy for its overall business;
    Significant negative industry or economic trends;
    Significant decline in its stock price for a sustained
    period; and
    Its market capitalization relative to net book value.     60




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)        Intangible
    Assets
    Contract-based intangibles


2 to 4 yearsInternet respondent database


2 to 9 yearsCustomer relationships


3 to 10 yearsTrade names


0.5 to 20 years     Computer
    Software Developed or Obtained for Internal Use
  98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use SOP 98-1
  Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Fair Value of
    Financial Instruments
  Disclosures about
    Fair Value of Financial Instruments
 61




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)      Post-employment
    Payments
  Employers Accounting for Postemployment Benefits, an
    Amendment of FASB Statements No. 5 and 43.
  Revenue
    Recognition
      No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
 62




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  No. 01-14, Income Statement Characterization of Reimbursements Received
    for Out-of-Pocket Expenses Incurred.
  No. 00-21, Revenue Arrangements with Multiple Deliverables No. 00-21 No. 00-21
  Cost of
    Services
    Panelist
    Incentives
        Advertising
    Expenses
   63




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Stock-Based
    Compensation
  Share-Based Payment. Accounting for Stock-Based Compensation Accounting
    for Stock Issued to Employees.
  catch-up
    Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
 64




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Net Income
    (Loss) Per Share
  Earnings Per
    Share
  Foreign
    Currency Translation
  Foreign Currency
    Translation
  Comprehensive
    Income (Loss)
  Reporting
    Comprehensive Income.
  Segment
    Reporting
  Disclosures about Segments of an
    Enterprise and Related Information.
 65




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  SAB No. 108
    Adjustment
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  FIN No. 48
    SFAS No. 157
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157
 66




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  SFAS No. 159
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115.
  SFAS No. 141(R)
  Business Combinations
  SFAS No. 160
  Noncontrolling Interests in Consolidated Financial
    Statements  amendments of ARB No. 51
  SFAS No. 161
  ,
    Disclosures about Derivative Instruments and Hedging
    Activities Accounting for Derivative Instruments
    and Hedging Activities
 67




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    2.
    Summary of
    Significant Accounting
    Policies  (Continued)  SFAS No. 162
  The
    Hierarchy of Generally Accepted Accounting Principles
  SAB No. 110
  Share-Based Payment Share-Based Payment
  3.
    Business
    Combinations  Decima
    Research
    ESOMAR
   68




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    3.
    Business
    Combinations  (Continued)       69




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    3.
    Business
    Combinations  (Continued)    Current assets

$
6,441Property, plant and equipment


3,011Goodwill


8,361Intangible assets


11,858Deferred tax assets


198Total assets acquired

$
29,869Current liabilities

$
(7,842
)Other liabilities


(47
)Deferred tax liability


(3,915
)Total liabilities assumed

$
(11,804
)Net assets acquired

$
18,065   Marketshare
         70




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    3.
    Business
    Combinations  (Continued)      Current assets

$
355Property, plant and equipment


140Goodwill


2,117Intangible assets


766Other long-term assets


44Total assets acquired

$
3,422Current liabilities

$
(288
)Deferred tax liability


(136
)Total liabilities assumed

$
(424
)Net assets acquired

$
2,998   MediaTransfer
         71




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    3.
    Business
    Combinations  (Continued)      Current assets

$
4,066Property, plant and equipment


204Goodwill


7,972Intangible assets


2,177Other long-term assets


145Deferred tax assets


223Total assets acquired

$
14,787Current liabilities

$
(1,653
)Deferred tax liability


(854
)Total liabilities assumed

$
(2,507
)Net assets acquired

$
12,280     4.
    Restructuring
    Charges  Fiscal
    2008
     72




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    4.
    Restructuring
    Charges  (Continued)            Fiscal
    2007
      Fiscal
    2006
   73




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    4.
    Restructuring
    Charges  (Continued)  Accounting for the Impairment or
    Disposal of Long-Lived Assets
      Balance,














Balance,July 1,


Costs





Cash


Non-Cash


June 30,2007


Incurred


Reversals


Payments


Settlements


2008Fiscal 2008 ActivitiesSeverance payments

$



$
1,556


$
(65
)

$
(821
)

$



$
670Lease commitments






771







(169
)


(32
)


570Remaining reserve

$



$
2,327


$
(65
)

$
(990
)

$
(32
)

$
1,240Fiscal 2007 PlanSeverance payments

$
62


$



$



$
(62
)

$



$
Lease commitments






















Remaining reserve

$
62


$



$



$
(62
)

$



$
Fiscal 2006 PlanSeverance payments

$



$



$



$



$



$
Lease commitments


25











(25
)






Remaining reserve

$
25


$



$



$
(25
)

$



$
Total of all restructuring plans and activities

$
87


$
2,327


$
(65
)

$
(1,077
)

$
(32
)

$
1,240   5.
    Discontinued
    Operations  Rent and
    Recruit
   74




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    5.
    Discontinued
    Operations  (Continued)        2008


2007


2006Revenue from services

$
479


$
3,546


$
3,827Income (loss) from discontinued operations before income taxes


(29
)


188



401Gain on sale of discontinued operations before income taxes


220







Provision for income taxes


67



66



141Income from discontinued operations, net of tax

$
124


$
122


$
260     2007Accounts receivable

$
535Unbilled receivables


28Prepaid expenses and other current assets


17Property, plant and equipment, net


50Goodwill


396Deferred tax assets


48Assets held for sale

$
1,074Accounts payable

$
(212
)Accrued expenses


(57
)Deferred revenue


(61
)Liabilities held for sale

$
(330
)  75




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    5.
    Discontinued
    Operations  (Continued)  6.
    Marketable
    Securities    2008


2007Cost


Fair Value


Cost


Fair ValueType of issue:Auction rate securities

$



$



$
3,000


$
3,000Corporate bonds










920



919Government securities










500



499Total available-for-sale securities

$



$



$
4,420


$
4,418       2008


2007Cost


Fair Value


Cost


Fair ValueMaturity date:Due in one year or less

$



$



$
1,420


$
1,418Due after one year through three years














Due after greater than three years










3,000



3,000Total available-for-sale securities

$



$



$
4,420


$
4,418     7.  Property,
    Plant and Equipment
    2008


2007Furniture and fixtures

$
7,640


$
5,466Equipment


35,633



28,494Leasehold improvements


12,609



8,87055,882



42,830Accumulated depreciation


(43,929
)


(32,928
)$
11,953


$
9,902    76




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
   8.
    Goodwill    Balance at June 30, 2006

$
105,820Acquisition of MediaTransfer AG during the quarter ended
    June 30, 2007 (Note 3)


8,391Goodwill attributable to Rent and Recruit business (Note 5)


(396
)Prior period purchase accounting adjustment of deferred taxes


105Fiscal 2007 impact of SAB 108 adjustment (Note 2)


1,546Balance at June 30, 2007

$
115,466Acquisition of Decima Research, Inc. (Note 3)


8,034Acquisition of Marketshare (Note 3)


2,109Foreign currency translation adjustments


3,680Purchase accounting adjustments related to MediaTransfer, Decima
    and Marketshare acquisitions (Note 3)


30Prior period purchase accounting adjustment of deferred taxes


(17
)Goodwill impairment charge (Note 2)


(86,497
)Balance at June 30, 2008

$
42,805   9.
    Acquired
    Intangible Assets Subject to Amortization    2008Weighted-Average


Gross





NetUseful Amortization


Carrying


Accumulated


BookPeriod (In Years)


Amount


Amortization


ValueContract-based intangibles


3.4


$
1,770


$
1,763


$
7Internet respondent database


7.1



3,617



1,682



1,935Customer relationships


9.6



22,231



4,594



17,637Trade names


16.1



5,364



1,641



3,723Total





$
32,982


$
9,680


$
23,302   2007Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3.4


$
1,761


$
1,751


$
10Internet respondent database


8.0



2,341



783



1,558Customer relationships


9.2



8,430



2,271



6,159Trade names


17.1



5,033



972



4,061Total





$
17,565


$
5,777


$
11,788   77




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    9.
    Acquired
    Intangible Assets Subject to
    Amortization  (Continued)  2008


2007


2006Aggregate amortization expense:For the fiscal year ended

$
3,441


$
1,430


$
1,742Estimated amortization expense for the fiscal years ending
    June 30,:2009

$
3,2502010

$
2,9322011

$
2,9262012

$
2,9262013

$
2,793Thereafter

$
8,475   10.
    Accrued
    Expenses    2008


2007Panelist incentives

$
4,776


$
5,357Bonuses


2,420



3,353Payroll and withholding expenses


3,305



2,688Accrued vacation


2,304



1,544Other


12,806



9,256$
25,611


$
22,198     11.
    Borrowings  Credit
    Facility
     78




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    11.
    Borrowings  (Continued)        Term Loan A


Term Loan B


Term Loan C


Total2009

$
2,400


$
3,965


$
560


$
6,9252010


2,400



3,965



560



6,9252011


2,400



3,965



560



6,9252012


2,400



3,965



560



6,9252013


600



992



139



1,731$
10,200


$
16,852


$
2,379


$
29,431        79




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    11.
    Borrowings  (Continued)    Interest Rate
    Swap
  three-month
  Accounting for
    Derivative Instruments and Hedging Activities
  12.
    Stockholders
    Equity  Common
    Stock
    Share
    Repurchase Program
      Restricted
    Stock Award Withholdings
   80




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    12.
    Stockholders
    Equity  (Continued)  Stockholder
    Rights Plan
  ten-day
    13.
    Stock-Based
    Compensation   81




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    13.
    Stock-Based
    Compensation  (Continued)        2008


2007


2006Cost of services

$
184


$
97


$
95Sales and marketing


352



195



204General and administrative


3,555



3,495



2,842$
4,091


$
3,787


$
3,141     Long Term
    Incentive Plans
   82




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    13.
    Stock-Based
    Compensation  (Continued)      Options Issued
    Outside the Incentive Plans
      Investor Stock
    Options
    Summary of
    Options and Restricted Stock Award Status
    2008


2007


2006Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding at July 1


5,576,373


$
5.34



6,150,034


$
5.41



5,928,222


$
6.14Granted


775,314



4.17



652,500



5.54



851,333



4.99Forfeited


(511,515
)


4.20



(751,591
)


7.31



(414,200
)


6.73Exercised


(36,000
)


0.47



(474,570
)


3.46



(215,321
)


2.53Options outstanding at June 30


5,804,172


$
5.32



5,576,373


$
5.34



6,150,034


$
5.41  83




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    13.
    Stock-Based
    Compensation  (Continued)      2008


2007


2006Risk-free interest rate


4.2
%


4.6
%


4.6
%Weighted-average expected life (in years)


6.3



6.3



6.3Volatility factor


59
%


63
%


80
%Dividend yield










Weighted-average fair value

$
2.48


$
3.50


$
3.63       Options Outstanding


Options ExercisableWeighted-











Weighted-Average


Weighted-








Average


WeightedRemaining


Average


Aggregate





Remaining


Average


AggregateRange of

Number of


Contractual


Exercise


Intrinsic


Number of


Contractual


Exercise


IntrinsicExercise Prices

Options


Life (In Years)


Price


Value


Options


Life (In Years)


Price


Value$ 1.26  2.42


498,452



4.1


$
2.27







465,952



3.7


$
2.253.00  4.98


2,132,013



7.0



4.28







1,169,667



5.7



4.265.00  6.38


1,792,706



7.5



5.58







1,087,135



7.1



5.636.56  8.57


1,241,001



5.8



7.31







1,174,333



5.8



7.3211.00


140,000



1.7



11.00







140,000



1.7



11.005,804,172



6.5


$
5.32


$
(19,192
)


4,037,087



5.7


$
5.52


$
(14,172
)     2008


2007


2006Weighted-





Weighted-





Weighted-Average





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueRestricted shares outstanding at July 1


200,622


$
5.63



116,333


$
5.05






$
Granted


673,925



3.61



209,135



6.00



140,500



5.07Forfeited


(197,020
)


4.22



(5,028
)


6.53







Vested


(121,953
)


5.12



(119,818
)


5.67



(24,167
)


5.15Restricted shares outstanding at June 30


555,574


$
3.79



200,622


$
5.63



116,333


$
5.05  84




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    13.
    Stock-Based
    Compensation  (Continued)      RestrictedStock


StockOptions


Awards


Total2009

$
2,275


$
588


$
2,8632010


1,374



472



1,8462011


821



379



1,2002012


72



70



142Total

$
4,542


$
1,509


$
6,051Weighted-average vesting period (in years)


2.6



3.1



2.8   Employee Stock
    Purchase Plans
       85




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    13.
    Stock-Based
    Compensation  (Continued)    2008


2007


2006Risk-free interest rate


3.8
%


5.0
%


3.9
%Weighted-average expected life (in years)


0.5



0.5



0.5Volatility factor


51
%


40
%


51
%Dividend yield










Weighted-average fair value

$
1.33


$
1.37


$
1.32     14.
    401(k)
    Plan      15.
    Income
    Taxes    2008


2007


2006U.S.

$
(55,612
)

$
11,410


$
15,065Foreign


(29,791
)


2,863



340$
(85,403
)

$
14,273


$
15,405  86




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    15.
    Income
    Taxes  (Continued)    2008


2007


2006Current:Federal

$
853


$
1,273


$
279State


412



802



402Foreign


493



583



306$
1,758


$
2,658


$
987Deferred:Federal

$
(700
)

$
2,459


$
6,225State


(511
)


156



(235
)Foreign


(1,208
)


46



(772
)$
(2,419
)

$
2,661


$
5,218$
(661
)

$
5,319


$
6,205     2008


2007


2006Provision at federal statutory rate

$
(29,891
)

$
4,996


$
5,392State income tax provision, net of federal effect


(64
)


817



921Unremitted earnings and rate differential of foreign subsidiaries


(114
)


(275
)


221Stock-based compensation


458



386



539Change in valuation allowance


493



(998
)


(1,036
)Non-deductible portion of goodwill impairment charge


28,176







Other


281



393



168$
(661
)

$
5,319


$
6,205  87




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    15.
    Income
    Taxes  (Continued)    2008


2007Operating loss carryforwards

$
12,199


$
14,059Internet database development expenses


1,023



1,133Stock-based compensation


2,162



1,338HIpoints accrual


1,463



1,724Capital loss carryforward


640



835Goodwill


574



Accrued expenses


818



204Other


2,118



1,355Gross deferred tax assets


20,997



20,648Valuation allowance


(1,289
)


(796
)19,708



19,852Goodwill






(1,561
)Other intangibles


(5,178
)


(1,768
)Gross deferred tax liabilities


(5,178
)


(3,329
)Net deferred tax assets

$
14,530


$
16,523          88




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    15.
    Income
    Taxes  (Continued)          Balance, July 1, 2007

$
437Additions based on tax positions related to the current year


31Additions for tax positions of prior years


Reduction for tax positions of prior years


(28
)Balance, June 30, 2008

$
440        89




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
   16.
    Net Income (Loss)
    per Share      2008


2007


2006Numerator:Net income (loss) used for calculating basic and diluted net
    income (loss) per share of common stock

$
(84,618
)

$
9,076


$
9,460Denominator:(1)Weighted average number of common shares used in the calculation
    of basic net income (loss) per share


52,861,354



56,133,355



61,511,031Dilutive effect of outstanding stock options and restricted stock






264,245



174,746Shares used in the calculation of diluted net income (loss) per
    share


52,861,354



56,397,600



61,685,777Net income (loss) per share:Basic

$
(1.60
)

$
0.16


$
0.15Diluted

$
(1.60
)

$
0.16


$
0.15     (1)
    
    During fiscal 2007 and 2006, the Company repurchased 9,048,570
    and 1,275,400 shares of its common stock, respectively (See
    Note 12, Stockholders Equity).    17.
    Enterprise-Wide
    Disclosures  Non-U.S. market
   90




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    17.
    Enterprise-Wide
    Disclosures  (Continued)        2008


2007


2006Revenue from servicesUnited States

$
152,894


$
159,843


$
166,228United Kingdom


43,771



43,655



40,430Canada


24,628







Other European countries


14,910



8,305



5,526Asia


2,520







Total revenue from services

$
238,723


$
211,803


$
212,184Operating income (loss)United States

$
(54,492
)

$
9,802


$
13,837United Kingdom


(9,015
)


2,748



168Canada


(7,366
)






Other European countries


(10,914
)


(14
)


125Asia


(2,784
)


(219
)


(239
)Total operating income (loss)

$
(84,571
)

$
12,317


$
13,891Long-lived assetsUnited States

$
6,733


$
7,298


$
7,691Canada


2,858







United Kingdom


1,812



2,261



1,822Other European countries


340



343



183Asia


210







1Total long-lived assets

$
11,953


$
9,902


$
9,697Deferred tax assetsUnited States

$
18,218


$
17,064


$
19,844Canada


(3,191
)






United Kingdom


347



318



459Other European countries


(844
)


(859
)


(564
)Asia










Total deferred tax assets

$
14,530


$
16,523


$
19,739   91




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
   18.
    Commitments and
    Contingencies    Fiscal Years Ending June 30:2009

$
6,9032010


6,4802011


4,1142012


3,3722013


1,9112014 and thereafter


4,352       19.
    Legal
    Proceedings  Form 10-K,
  20.
    Supplemental Cash
    Flow Information    2008


2007


2006Interest

$
1,065


$
(2,057
)

$
(1,571
)Taxes

$
2,879


$
3,153


$
1,229  92




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended June 30, 2008, 2007 and 2006
    21.
    Unaudited
    Quarterly Results of Operations  Form 10-K.
  Three Months EndedSept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,2006


2006


2007


2007


2007


2007


2008


2008(In thousands, except per share data)Revenue from services(1)

$
47,213


$
55,735


$
51,748


$
57,107


$
55,186


$
62,715


$
57,322


$
63,500Operating expenses:Cost of services(1)


22,836



26,977



26,511



28,437



27,611



30,815



28,914



32,852Sales and marketing


4,659



5,316



5,642



5,534



5,687



6,151



5,806



6,336General and administrative


17,335



16,917



16,945



17,533



18,349



20,128



21,172



20,604Depreciation and amortization


1,351



1,245



1,225



1,475



1,907



2,267



2,161



2,190Gain on sale of assets






(410
)






(378
)














Cost of reviewing strategic alternatives






























1,584Restructuring charges














337











1,138



1,125Goodwill impairment charge






























86,497Total operating expenses


46,181



50,045



50,323



52,938



53,554



59,361



59,191



151,188Operating income (loss)


1,032



5,690



1,425



4,169



1,632



3,354



(1,869
)


(87,688
)Interest and other income


578



615



580



477



372



307



230



210Interest expense






(5
)


(5
)


(284
)


(440
)


(523
)


(514
)


(474
)Income (loss) from continuing operations before income taxes


1,610



6,300



2,000



4,362



1,564



3,138



(2,153
)


(87,952
)Provision (benefit) for income taxes


673



2,719



879



1,048



546



1,112



(20
)


(2,299
)Income (loss) from continuing operations


937



3,581



1,121



3,314



1,018



2,026



(2,133
)


(85,653
)Income (loss) from discontinued operations


(5
)


43



35



49



124











Net income (loss)

$
932


$
3,624


$
1,156


$
3,363


$
1,142


$
2,026


$
(2,133
)

$
(85,653
)Basic net income (loss) per share:Continuing operations

$
0.02


$
0.06


$
0.02


$
0.06


$
0.02


$
0.04


$
(0.04
)

$
(1.61
)Discontinued operations


(0.00
)


0.00



0.00



0.00



0.00











Basic net income (loss) per share

$
0.02


$
0.06


$
0.02


$
0.06


$
0.02


$
0.04


$
(0.04
)

$
(1.61
)Diluted net income (loss) per share:Continuing operations

$
0.02


$
0.06


$
0.02


$
0.06


$
0.02


$
0.04


$
(0.04
)

$
(1.61
)Discontinued operations


(0.00
)


0.00



0.00



0.00



0.00











Diluted net income (loss) per share

$
0.02


$
0.06


$
0.02


$
0.06


$
0.02


$
0.04


$
(0.04
)

$
(1.61
)     (1)
    
    Gross profit, not shown above, can be derived by subtracting the
    Companys cost of services from its revenue from services
    for each of the periods shown above. Index to
    Financial Statement Schedules  Schedule II  Valuation Qualifying Accounts

97  93




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of
    Disclosure Controls and Procedures
  Rule 13a-15(e)
  Form 10-K,
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
      Internal Control  Integrated Framework
 94




---



##### Table of Contents



Form 10-K.
  Changes in
    Internal Control over Financial Reporting
    Item 9B.
    Other
    Information  Form 8-K
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K  Form 10-K Form 10-K.
  Form 10-K 
  Form 10-K
  Form 8-K
 95




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##### Table of Contents



Item 11.
    Executive
    Compensation  Form 10-K  
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
  Form 10-K
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K 
 PART IV  Item 15.
    Exhibit
    and Financial Statements Schedules  Financial
    Statements
  Form 10-K.
  Exhibits
  Form 10-K
 96




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##### Table of Contents



Schedule II
  Balance at


Additions


Deductions


BalanceBeginning


Charged to


Amounts


at Endof Period


Earnings


Written Off


of PeriodFiscal year ended June 30, 2006Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
205


$
25


$
160


$
70Deferred tax valuation allowance

$
2,830


$



$
1,036


$
1,794Fiscal year ended June 30, 2007Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
70


$
34


$
22


$
82Deferred tax valuation allowance

$
1,794


$



$
998


$
796Fiscal year ended June 30, 2008Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
82


$
442


$
42


$
482Deferred tax valuation allowance

$
796


$
541


$
48


$
1,289  97




---



##### Table of Contents



SIGNATURES       By:
    /s/  Ronald
    E. Salluzzo    Executive Vice President, Chief
 Financial Officer,
 Treasurer and Secretary
   98




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##### Table of Contents



POWER OF
    ATTORNEY
  Form 10-K,
    Name

Capacity

Date/s/  Gregory
    T. NovakGregory
    T. Novak

President and Chief Executive Officer (Principal Executive
    Officer) and Director

September 15, 2008/s/  Ronald
    E. SalluzzoRonald
    E. Salluzzo

Executive Vice President, Chief Financial Officer, Treasurer and
    Secretary (Principal Financial Officer)

September 15, 2008/s/  Eric
    W. NarowskiEric
    W. Narowski

Senior Vice President and Global Controller (Principal
    Accounting Officer)

September 15, 2008/s/  George
    BellGeorge
    Bell

Director

September 15, 2008/s/  David
    BrodskyDavid
    Brodsky

Director

September 15, 2008/s/  Steven
    L. FingerhoodSteven
    L. Fingerhood

Director

September 15, 2008/s/  Stephen
    D. HarlanStephen
    D. Harlan

Director

September 15, 2008/s/  James
    R. RiedmanJames
    R. Riedman

Director

September 15, 2008/s/  Howard
    L. ShecterHoward
    L. Shecter

Director

September 15, 2008/s/  Antoine
    G. TreuilleAntoine
    G. Treuille

Director

September 15, 2008  99




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##### Table of Contents



INDEX OF
    EXHIBITS
  ExhibitNumber

Exhibit Title2
.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. (HII) 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).2
.4

Share Sale and Purchase Agreement, dated March 30, 2007,
    among the Company, HII, and the stockholders of MediaTransfer AG
    Netresearch & Consulting (filed as Exhibit 2.1 to
    the Companys Current Report on
    Form 8-K
    filed April 2, 2007 and incorporated herein by reference).2
.5

Share Purchase Agreement dated August 16, 2007 by and among
    the Company, 2144798 Ontario Inc., and all the stockholders of
    Decima Research Inc. (filed as Exhibit 2.1.1 to the
    Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).2
.6

Agreement Relating to the Sale and Purchase of the Entire Issued
    Share Capitals of Marketshare Limited and Marketshare Pte Ltd
    dated August 16, 2007 by and among Harris Interactive Asia
    Limited, HII, and all the stockholders of Marketshare Limited
    and Marketshare Pte Ltd (filed as Exhibit 2.1.6 to the
    Companys Current Report on
    Form 8-K
    filed August 16, 2007 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*

2007 Long-Term Incentive Plan of the Company (included as
    Appendix A to the Companys Definitive Proxy Statement
    on Schedule 14A filed September 12, 2007 and
    incorporated herein by reference).10
.1.3*

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
.1.4*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference) 100




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.1.5*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.1.6*

Form of Non-Qualified Stock Option Agreement 
    Employees (filed as Exhibit 10.2 to the Companys
    Registration Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.7*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.8*

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
.1.9*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.2 to the Companys Current Report
    on
    Form 8-K
    filed May 9, 2006 and incorporated herein by reference).10
.1.10*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.7 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.1.11*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.3 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.12*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.13*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006 and
    incorporated herein by reference).10
.1.14*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference.)10
.1.15*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.1.16*

Form of Restricted Stock Agreement (Employee Participant) (2007
    Performance Based Award Grants) (filed as Exhibit 10.1.11
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.1.17*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.4 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.18*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.19*

Form of Restricted Stock Unit Agreement (Canadian employees)
    (filed herewith).10
.1.20*

Form of Restricted Stock Agreement (2008 performance based award
    grants to Gregory T. Novak and Ronald E. Salluzzo) (filed
    herewith).10
.1.21*

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
.1.22*

Form of Non-Qualified Stock Option Agreement  Grants
    After May 1, 2008 (filed herewith). 101




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.1.23*

Form of Restricted Stock Agreement  Employee Grants
    After May 1, 2008 (filed herewith).10
.1.24*

Form of Restricted Stock Agreement  Director Grants
    After May, 1, 2008 (filed herewith).10
.1.25*

Letter Amending Stock Option Agreements (2008) (filed herewith).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
.2.3*

2007 Employee Stock Purchase Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed September 12, 2007 and
    incorporated herein by reference).10
.2.4*

Harris Interactive UK Limited Share Incentive Plan (relating to
    shares of Harris Interactive Inc.) (filed as Exhibit 4.3 to
    the Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.2.5*

Harris Interactive UK Limited Share Incentive Plan Partnership
    and Matching Share Agreement (filed as Exhibit 4.4 to the
    Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.2.6*

Trust Deed between Harris Interactive UK Limited and
    Equiniti Share Plan Trustees related to Harris Interactive UK
    Limited Share Incentive Plan (filed as Exhibit 4.5 to the
    Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.3.1

Share Repurchase Program 10b5-1 Plan Document, dated as of
    June 9, 2006 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed June 12, 2006 and incorporated herein by reference).10
.3.2

Share Repurchase Program 10b5-1 Plan Document, dated as of
    March 9, 2007 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed March 12, 2007 and incorporated herein by reference).10
.4.1*

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
.4.2*

Employment Agreement between the Company and Dee Allsop, dated
    September 6, 2007 (filed as Exhibit 10.4.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.3

Intentionally Omitted.10
.4.4*

Employment Agreement dated August 16, 2007 between Decima
    Research Inc. and Bruce Anderson (filed as Exhibit 2.1.3 to
    the Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).10
.4.5*

Non-Qualified Stock Option Agreement between the Company and
    Bruce Alexander Anderson dated as of August 16, 2007 (filed
    as Exhibit 10.1 to the Companys Registration
    Statement on
    Form S-8
    (Registration
    No. 333-147972)
    and incorporated herein by reference).10
.4.6*

Restricted Stock Agreement with Bruce Anderson dated
    August 16, 2007(filed as Exhibit 2.1.5 to the
    Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).10
.4.7*

Letter Agreement with David G. Bakken, dated May 30, 2008,
    Regarding Contingent Compensation (filed herewith). 102




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.8*

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
.4.9*

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
.4.10*

Amendment Number 2 to Employment Agreement between the Company
    and Leonard R. Bayer, dated as of June 15, 2006 and
    effective as of July 1, 2006 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed June 20, 2006 and incorporated herein by reference).10
.4.11*

Employment Agreement between the Company and Leonard R. Bayer,
    dated as of April 30, 2007 (filed as Exhibit 10.11 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.12*

Employment Agreement Amendment 1 between the Company and Leonard
    R. Bayer, dated February 26, 2008 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on February 27, 2008 and incorporated herein by
    reference).10
.4.13*

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
.4.14*

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
.4.15*

Amendment to Employment Agreement between the Company and Frank
    J. Connolly, Jr. dated as of April 28, 2006 (filed as
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006 and
    incorporated herein by reference).10
.4.16*

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
.4.17*

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
.4.18*

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
.4.19*

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
.4.20*

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 as Exhibit 10.3.30 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.4.21*

Amended and Restated Employment Agreement between the Company
    and Gregory T. Novak, dated as of September 28, 2005 (filed
    as Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed October 3, 2005 and incorporated herein by reference).10
.4.22*

Modification of Salary Arrangement between the Company and
    Gregory T. Novak (filed as Exhibit 10.3.42 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference). 103




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.23*

Employment Agreement between the Company and Gregory T. Novak,
    dated as of April 30, 2007 (filed as Exhibit 10.8 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.24*

Employment Agreement Amendment 1 between the Company and Gregory
    T. Novak dated February 8, 2008 (filed as Exhibit 10.4
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2007 and
    incorporated herein by reference).10
.4.25*

Employment Agreement between the Company and Ronald E. Salluzzo,
    dated as of February 16, 2006 and effective as of
    March 6, 2006 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed February 17, 2006 and incorporated herein by
    reference).10
.4.26*

Form of Non-Qualified Stock Option Agreement between the Company
    and Ronald E. Salluzzo, dated as of March 6, 2006 (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed February 17, 2006 and incorporated herein by
    reference).10
.4.27*

Modification of Salary Arrangement between the Company and
    Ronald E. Salluzzo (filed as Exhibit 10.3.41 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.4.28*

Employment Agreement between the Company and Ronald E. Salluzzo,
    dated as of April 30, 2007 (filed as Exhibit 10.9 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.29*

Employment Agreement Amendment 1 between the Company and Ronald
    E. Salluzzo dated February 8, 2008 (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2007 and
    incorporated herein by reference).10
.4.30*

Letter Agreement with Stephan B. Sigaud dated May 30, 2008,
    Regarding Contingent Compensation (filed herewith).10
.4.31*

Employment Agreement by and between the Company and George H.
    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
.4.32*

Modification of Salary Arrangement between the Company and
    George H. Terhanian (filed as Exhibit 10.3.45 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.4.33*

Employment Agreement between the Company and George H.
    Terhanian, dated as of September 6, 2007 (filed as
    Exhibit 10.4.34 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.34*

Employment Agreement Amendment 1 between the Company and George
    H. Terhanian effective April 30, 2008 (filed as
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.4.35*

Employment Agreement between the Company and David B. 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
.4.36*

Employment Agreement between the Company and David B. Vaden,
    dated as of April 3, 2006 and effective as of
    February 20, 2006 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 7, 2006 and incorporated herein by reference).10
.4.37*

Employment Agreement between the Company and David B. Vaden,
    dated as of April 30, 2007 (filed as Exhibit 10.10 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.38*

Employment Agreement Amendment 1 between the Company and David
    B. Vaden effective April 30, 2008 (filed as
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference). 104




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.39*

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
.4.40*

Salary Arrangements for Executive Officers between the Company
    and each of Richard W. Millard, Michelle F. ONeill and
    Termination Arrangements for Arthur E. Coles (filed as
    Exhibit 10.13 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.41*

Salary Arrangements for Executive Officers between the Company
    and each of David G. Bakken and Stephan B. Sigaud (filed as
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 and incorporated
    herein by reference).10
.4.42*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as Exhibit 10.5 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2007 and
    incorporated herein by reference).10
.4.43*

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

Gregory T. NovakJames E. Fredrickson

David B. Vaden
   10
.4.44*

Form of Change in Control Agreement between the Company and
    Stephan B. 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
.4.45*

Change in Control Agreements between the Company and each of
    Richard W. Millard and Michelle F. ONeill (filed as
    Exhibit 10.12 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.46*

Form of Change in Control Agreement between the Company and Eric
    W. Narowski (filed as Exhibit 10.4.43 to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.47*

Change in Control Agreement between the Company and David G.
    Bakken (filed as Exhibit 10.5 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.4.48*

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
.4.49*

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 May 9, 2006 and incorporated herein by reference).10
.4.50*

Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive, effective as of November 1, 2006
    (filed as Exhibit 10.3.43 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.4.51*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of September 6, 2007 (filed as Exhibit 10.4.48 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.52*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of November 15, 2008 (filed herewith).10
.4.53*

Agreement with Steven L. Fingerhood dated June 4, 2008
    (filed herewith).10
.4.54*

Description of Amended Executive Cash Bonus Plan as amended
    September 7, 2005 and September 8, 2005 (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed October 3, 2005 and incorporated herein by
    reference). 105




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ExhibitNumber

Exhibit Title10
.4.55*

Description of Cash Bonus Plan as amended August 21, 2006
    (filed under Item 1.01 of the Companys Current Report
    on
    Form 8-K
    filed August 25, 2006 and incorporated herein by reference).10
.4.56*

Description of Executive Officer Compensation Arrangements
    (filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    filed October 12, 2005 and incorporated herein by
    reference).10
.4.57*

Summary of Salary Arrangements for Executive Officers (filed as
    Exhibit 10.3.44 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.4.58*

Description of Salary and Bonus Arrangements with Executive
    Officers  Fiscal 2007 and 2008 (filed as
    Exhibit 10.4.53 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.59*

Description of Salary and Bonus Arrangements with Executive
    Officers  Fiscal 2008 and 2009 (filed herewith).10
.5

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
.6.1

Lease Agreement for 60 and 135 Corporate Woods, Rochester, New
    York, between the Company and Corporate Woods Associates, LLC,
    dated February 2, 2007 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference).10
.6.2

Lease Agreement for 70 Carlson Road, Rochester, New York,
    between Gordon S. Black Corporation and Carlson Park Associates,
    together with the First and Second amendments thereto, dated
    July 1, 1998 (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
.6.3

Third Amendment to Lease Agreement for 70 Carlson Road,
    Rochester, New York, between the Company and 100 Carlson Road
    LLC, dated March 20, 2003 (filed herewith).10
.6.4

Agreement of Sublease for 161 Avenue of the Americas, New York,
    New York, 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
.6.5

Agreement of Sublease for 161 Avenue of the Americas, New York,
    New York between the Company and McCann Erickson Inc., dated as
    of March 29, 2007 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2007 and incorporated herein by reference).10
.6.6

Lease Agreement for 1920 Association Drive, Reston, Virginia,
    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
.6.7

First Amendment to Lease Agreement for 1920 Association Drive,
    Reston, Virginia, between the Company and Richard B. Wirthlin
    Family LLC, dated as of May 10, 2007 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed May 16, 2007 and incorporated herein by reference).10
.6.8

Lease Agreement for Watermans Park, High Street, Brentford (UK),
    among Procter & Gamble (L&CP Limited),
    Procter & Gamble (Health & Beauty Care
    Limited, HI Europe Limited and the Company, dated May 9,
    2005 (filed as Exhibit 10.5.10 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference). 106




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ExhibitNumber

Exhibit Title10
.6.9

Agreement for Surrender of Watermans Park, High Street,
    Brentford (UK), among Procter & Gamble (L&CP
    Limited), Procter & Gamble (Health & Beauty
    Care Limited, HI Europe Limited and the Company, dated
    April 4, 2005 (filed as Exhibit 10.5.11 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.10

Underlease for Watermans Park, High Street, Brentford (UK),
    among Crowvale Properties Limited, Max Factor Limited, and
    International Playtex Inc., dated June 27, 1985 (filed
    herewith).10
.6.11

Rent Review Memorandum for Watermans Park, High Street,
    Brentford (UK), between Procter & Gamble
    (L &CP) Limited and HI Europe Limited, dated
    June 24, 2005 (filed herewith).10
.6.12

Lease Agreement for 101 Merritt 7, Norwalk, Connecticut, between
    Merritt 7 Venture LLC and the Company, dated March 27, 2001
    (filed as Exhibit 10.5.12 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.13

Lease amendment Number 1 for 101 Merritt 7, Norwalk,
    Connecticut, between Merritt 7 Venture LLC and the Company,
    dated as of January 21, 2005 (filed as Exhibit 10.5.13
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.14

Second Amendment and Extension to Lease for 101 Merritt 7,
    Norwalk, Connecticut, between Merritt 7 Venture LLC and the
    Company, dated October 22, 2007 (filed herewith).10
.6.15

Lease Agreement for 5 Independence Way, Princeton, New Jersey,
    between Bellemead Development Corporation and Total Research
    Corporation, dated December 2, 1985, including all
    amendments to date (filed herewith).10
.6.16

Lease Agreement for Pepper Road, Hazel Grove, Stockport (UK),
    between Meggitt Properties plc and Business Market Research
    Limited, dated July 31, 2000 (filed as Exhibit 10.5.15
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.17

Rent Review Memorandum for Pepper Road, Hazel Grove, Stockport
    (UK), between Meggitt Properties plc and Business Market
    Research Limited dated May 9, 2006 (filed as
    Exhibit 10.5.16 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.18

Lease Agreement for Vanwall Road, Maidenhead (UK) between Seiko
    UK Limited and HI Europe Limited, dated July 29, 2005
    (filed as Exhibit 10.5.17 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.19

Lease Agreement for Beim Strohhause 17- 31, 20097, Hamburg,
    Germany, between Dieter Becken and Media Transfer AG, dated
    July 8, 2005, including all amendments to date (filed
    herewith).10
.6.20

Lease Agreement for 1080 Beaver Hall Hill, Montreal, Quebec
    (CAN), between Alexis Nihon Real Estate Investment Trust and
    Decima Research Inc., dated January 16, 2006 (filed
    herewith).10
.6.21

Lease Agreement for 160 Elgin Street, Ottawa, Ontario (CAN),
    between 160 Elgin Leaseholds Inc. and Decima Research Inc.,
    dated January 19, 2006 (filed herewith).10
.6.22

Lease Agreement for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Stockton & Bush 2345 Limited and OSI Group
    Inc., dated May 1, 2002 (filed herewith).10
.6.23

Office License for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Decima Research Inc. and Westmount Decision Science
    Inc., dated September 1, 2007 (filed herewith).10
.7.1

Credit Agreement between JPMorgan Chase Bank, N.A. and the
    Company, dated as of August 15, 2006 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed August 21, 2006 and incorporated herein by
    reference). 107




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ExhibitNumber

Exhibit Title10
.7.2

Line of Credit Note between JPMorgan Chase Bank, N.A. and the
    Company, dated as of August 15, 2006 (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed August 21, 2006 and incorporated herein by reference).10
.7.3

Amendment to Credit Agreement by and between the Company and
    JPMorgan Chase Bank, N.A., dated April 3, 2007 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed April 9, 2007 and incorporated herein by reference).10
.7.4

Amendment to Line of Credit Note by and between the Company and
    JPMorgan Chase Bank, N.A., dated April 3, 2007 (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed April 9, 2007 and incorporated herein by reference).10
.7.5

Amendment to Credit Agreement by and between the Company and
    JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed
    as Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed July 27, 2007 and incorporated herein by reference).10
.7.6

Amendment to Line of Credit Note by and between the Company and
    JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed
    as Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed July 27, 2007 and incorporated herein by reference).10
.7.7

Interest Rate Swap Confirmation by and between the Company and
    JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed
    as Exhibit 10.7.9 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.7.8

Credit Agreement dated September 21, 2007 between JPMorgan
    Chase Bank, N.A., as Administrative Agent, the lenders parties
    thereto and the Company (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed September 26, 2007 and incorporated herein by
    reference).10
.7.9

Master Guaranty dated September 21, 2007 made by Louis
    Harris & Associates, Inc., Wirthlin Worldwide, LLC,
    Harris Interactive International Inc., Harris International
    Asia, LLC, and The Wirthlin Group International, L.L.C. in favor
    of JPMorgan Chase Bank, N.A., as Administrative Agent, for
    itself and the Lenders parties to the Credit Agreement (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed September 26, 2007 and incorporated herein by
    reference).10
.7.10

Form of Master Securities Pledge Agreement to be delivered at
    option of the Company or its domestic subsidiary, as applicable,
    in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
    for itself and the Lenders parties to the Credit Agreement
    (filed as Exhibit 10.3 to the Companys Current Report
    on
    Form 8-K
    filed September 26, 2007 and incorporated herein by
    reference).10
.7.11

Amendment to Interest Rate Swap Confirmation by and between the
    Company and JPMorgan Chase Bank, N.A., dated as of
    September 21, 2007 (filed as Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2007 and
    incorporated herein by reference).10
.8.1

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
.8.2

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

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). 108




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.10

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
.11

Trade Mark Assignment Agreement by and between the Company and
    Taylor-Nelson Sofres Plc, dated as of January 31, 2006
    (filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    filed February 2, 2006 and incorporated herein by
    reference).10
.12

Purchase/Sale Agreement between the Company, Charles J. Fombrun
    and Reputation Institute, Inc., dated as of May 15, 2006
    (filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    filed May 19, 2006 and incorporated herein by reference).10
.13

Non-Competition Agreement dated August 16, 2007 by and
    among Decima Research Inc., 2144798 Ontario Inc., Bruce
    Anderson, Kevin Loiselle, Michel Lucas, Daniel Kirkland, and Ed
    Hum (filed as Exhibit 2.1.2 to the Companys Current
    Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).21


List of Subsidiaries (filed herewith).23


Consent of Independent Registered Public Accounting Firm (filed
    herewith).24


Power of Attorney (included on page 99 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. 109