##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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,
    2011oro

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
      
  
 (Exact Name of Registrant as
    Specified in its Charter)
  DELAWARE(State or Other Jurisdiction
    of
    Incorporation or Organization)

16-1538028(I.R.S. Employer
    Identification No.)161 Sixth Avenue,
    New York, New York(Address of principal
    executive offices)

10013(zip code)   Registrants telephone number, including area code:
 (212) 539-9600
  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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer  o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting company
    þ(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, 2011
  INDEX
   
 PagePart I:Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995


3Item 1:


Business


3Item 1A:


Risk Factors


9Item 1B:


Unresolved Staff Comments


15Item 2:


Properties


15Item 3:


Legal Proceedings


16Part II:Item 5:


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


17Item 6:


Selected Financial Data


19Item 7:


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


20Item 7A:


Quantitative and Qualitative Disclosures About
    Market Risk


36Item 8:


Financial Statements and Supplementary Data


38Item 9:


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


82Item 9A:


Controls and Procedures


82Item 9B:


Other Information


83Part III:Item 10:


Directors, Executive Officers and Corporate
    Governance


83Item 11:


Executive Compensation


83Item 12:


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


84Item 13:


Certain Relationships and Related Transactions,
    and Director Independence


84Item 14:


Principal Accountant Fees and Services


84Part IV:Item 15:


Exhibits and Financial Statement Schedules


84Signatures


86EX-10.1.17EX-10.4.17EX-10.4.20EX-10.4.52EX-10.4.53EX-10.4.54EX-10.4.55EX-10.06.36EX-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
  Note:
  Item 1.
    Business  ® The Harris
    Poll ® Form 10-K
  Corporate
    Overview
  The Harris Poll
    Mergers,
    Acquisitions and Sale of Business
    
    February 1996  Louis Harris and Associates, Inc.,
    headquartered in New York,
    February 2001  the custom research division of
    Yankelovich Partners, Inc., headquartered in Norwalk,
    Connecticut, 3




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##### Table of Contents




    August 2001  Market Research Solutions Limited, a
    privately-owned U.K. company headquartered in Oxford, England,
    September 2001  M&A Create Limited, a
    privately-owned company headquartered in Tokyo, Japan,
    November 2001  Total Research Corporation, a Delaware
    corporation headquartered in Princeton, New Jersey,
    March 2004  Novatris, S.A., a share corporation
    organized and existing under the laws of France,
    September 2004  Wirthlin Worldwide, Inc., a
    privately-held California corporation headquartered in Reston,
    Virginia,
    April 2007  MediaTransfer AG Netresearch &
    Consulting (MediaTransfer), a privately-held German
    stock corporation headquartered in Hamburg, Germany,
    August 2007  Decima Research Inc.
    (Decima), a corporation incorporated in Ontario,
    Canada, and
    August 2007  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). In July 2011, we
    disclosed our plans to cease operations in Asia by
    September 30, 2011.    Business
    Overview
       4




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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 online survey, focus groups, 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 online 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 accurately reported 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
   5




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##### Table of Contents



Our Intellectual
    Property and Other Proprietary Rights
    Our
    Clients
    Our Competition
    and Competitive Advantages
      
    Our Highly Skilled Employees many of whom are
    recognized by their peers as leaders in the field of market
    research or in the particular industry sectors in which they
    specialize.
    Our Strong Brand 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 expanded
    The Harris Pollthroughout Europe and expect to continue
    our relationships with The Financial Times(London),
    International Herald Tribune,and France 24 (Paris), in
    order to raise awareness of the Harris Interactive brand on
    a global scale.
    Our Online Panel our online panel consists of
    individuals from around the world who have voluntarily agreed to
    participate in our various online research studies. Our panel
    enables us to:  
    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
    survey certain low-incidence,
    hard-to-find
    subjects.  
    Our Specialty
    Sub-Panels we have developed numerous specialty
    sub-panels
    of
    hard-to-find
    respondents, including: Affluent, Chronic Illness, Mothers and
    Expectant Mothers, Physicians, Pet Companion, Technology
    Decision-Makers, and Youth. Our clients value our ability to
    survey these hard to find subjects. Many of our clients have
    asked us to develop specialty
    sub-panels
    exclusively for their use.
    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 also can 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.  Financial
    Information about Geographic Areas
  Non-U.S. market
 6




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##### Table of Contents



2011


2010


2009Revenue from servicesUnited States

$
92,885


$
96,942


$
112,821United Kingdom


22,864



28,398



32,454Canada


23,160



20,653



19,939Other European countries


21,755



17,554



14,536Asia


4,600



4,868



4,584Total revenue from services

$
165,264


$
168,415


$
184,334Operating income (loss)(1)United States

$
(2,298
)

$
2,371


$
(41,406
)United Kingdom


(4,371
)


(627
)


(3,431
)Canada


(1,330
)


(2,277
)


(5,539
)Other European countries


1,627



919



(5,048
)Asia


(615
)


(909
)


(1,025
)Total operating loss

$
(6,987
)

$
(523
)

$
(56,449
)Long-lived assetsUnited States

$
1,641


$
2,964


$
4,879United Kingdom


976



1,300



1,039Canada


431



1,093



1,693Other European countries


243



210



301Asia


156



59



103Total long-lived assets

$
3,447


$
5,626


$
8,015Deferred tax assets (liabilities)United States

$



$



$
United Kingdom










283Canada


(1,706
)


(1,709
)


(2,018
)Other European countries


(183
)


(307
)


(512
)Asia










Total deferred tax assets (liabilities)

$
(1,889
)

$
(2,016
)

$
(2,247
)  7




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##### Table of Contents



(1)
    
    Operating loss for fiscal 2009 included a $40,250 goodwill
    impairment charge. The charge was allocated to our geographic
    locations, specifically, $28,888 to the United States, $3,315 to
    the United Kingdom, $2,435 to Canada, $4,873 to other
    European countries, and $739 to Asia.  non-U.S. operations.
  non-U.S. operations.
  Backlog
    Employees
      Executive
    Officers of Harris Interactive
    Name

Age

PositionAl Angrisani


62


Interim Chief Executive OfficerMichael de Vere


38


President, U.S. Business GroupsMarc H. Levin


38


Executive Vice President, Chief Administrative Officer, General
    Counsel and Corporate SecretaryTodd Myers


42


Interim Head of Technology, Operations and Panel, and Senior
    Vice PresidentEric W. Narowski


42


Interim Chief Financial Officer, Principal Accounting Officer,
    and Senior Vice President, Global Controller   Al Angrisani
 8




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##### Table of Contents



Michael de Vere
  Marc H. Levin
  Todd Myers
  Eric W. Narowski
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Factors That May
    Affect Future Performance.
   9




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##### Table of Contents



Risks Related to
    Our Business
  Our business
    is vulnerable to fluctuations in general economic
    conditions.
    Failure to
    maintain our brand reputation and recognition could impair our
    ability to remain competitive.
    If we are
    unable to maintain adequate capacity and demographic composition
    of our existing online panel, our business, financial condition
    and results of operations may be adversely
    affected.
  sub-panels. sub-panel sub-panel
  We face
    competitive pressures within our industry and must continuously
    replace completed work with new projects.
  and/or
   10




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##### Table of Contents



Our
    outstanding debt obligations and ability to comply with related
    covenants could impact our financial condition or future
    operating results.
  Form 10-K.
      A breach of
    our online security measures, security concerns, or liability
    arising from the use of the personal information of our online
    panel, could adversely affect our business.
        We must
    continue to attract and retain highly skilled
    employees.
   11




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##### Table of Contents



We may require
    additional cash resources which may not be available on
    favorable terms or at all.
    Form 10-K.
  Our
    international operations expose us to a variety of operational
    risks which could negatively impact our future revenue and
    growth.
    We rely on
    services provided by off-shore providers, the disruption of
    which could adversely impact our business
   12




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##### Table of Contents



If we are
    unable to enforce and protect our intellectual property rights
    our competitive position may be harmed.
    We may be
    subject to liability for publishing or distributing content over
    the Internet.
      Any failure in
    the performance of our technology infrastructure could harm our
    business.
      Risks Related to
    Our Common Stock
  Our business
    may be harmed if we cannot maintain our listing on the Nasdaq
    Global Select Stock Market.
   13




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##### Table of Contents




    minimum $10,000,000 stockholders equity,
    minimum 750,000 publicly traded shares,
    minimum $5,000,000 market value of publicly held shares,
    $1.00 per share minimum bid price, and
    two registered and active market makers.      Our operating
    results may fluctuate from period to period and may not meet the
    expectations of securities analysts or investors or
    forward-looking statements we have made, which may cause the
    price of our common stock to decline.
  period-to-period
 14




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##### Table of Contents



Our stock
    price may be volatile, and you may not be able to resell shares
    of our common stock at or above the price you
    paid.
    Anti-takeover
    provisions in our charter and applicable law could delay or
    prevent an acquisition of our company.
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    
    Rochester, New York;
    Princeton, New Jersey;
    Norwalk, Connecticut;
    Reston, Virginia;
    Minneapolis, Minnesota;
    Grand Rapids and Ann Arbor, Michigan; 15




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##### Table of Contents




    Portland, Oregon;
    Washington, District of Columbia;
    Brentford and Hazel Grove, United Kingdom;
    Ottawa and Toronto, Ontario;
    Montreal, Quebec;
    Paris, France;
    Hamburg and Munich, Germany;
    Hong Kong and Shanghai, China; and
    Singapore.      RemainingLease ObligationAddress

Location

Termination Date

June 30, 2011161 Sixth Avenue

New York, New York

April 2012


56739 Rue Crozatier

Paris, France

September 2014


3,2971920 Association Drive

Reston, Virginia

April 2015


580101 Merritt 7 Corporate Park

Norwalk, Connecticut

May 2015


1,38660 Corporate Woods

Rochester, New York

July 2015


5,497160 Elgin

Ottawa, Ontario

February 2016


2,5641080 Beaver Hall Hill

Montreal, Quebec

April 2016


1,0755 Independence Way

Princeton, New Jersey

December 2018


4,800Great West Road

Brentford, United Kingdom

June 2020


1,520   Item 3.
    Legal
    Proceedings   16




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##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Fiscal 2011

Fiscal 2010High

Low

High

LowQuarter Ended:June 30

$
1.18


$
0.70


$
1.49


$
0.99March 31


1.44



0.82



1.55



1.02December 31


1.31



0.80



1.26



0.80September 30


1.10



0.70



1.10



0.37   Holders
    Dividends
    Issuer Purchases
    of Equity Securities
   17




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##### 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 and a Peer Group
  
  6/06


6/07


6/08


6/09


6/10


6/11Harris Interactive Inc.



100.00




93.86




35.26




7.19




18.60




14.91NASDAQ Composite



100.00




122.33




108.31




86.75




100.42




132.75S&P Smallcap 600



100.00




116.04




99.02




73.95




91.43




125.28Peer Group



100.00




123.70




87.08




61.12




85.56




121.40   6/30/06 ©
  The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
   18




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  For the Years Ended June 30,2011


2010


2009


2008


2007(In thousands, except share and per share amounts)Statement of Operations Data:Revenue from services

$
165,264


$
168,415


$
184,334


$
238,723


$
211,803Operating expenses:Cost of services


108,887



107,266



115,235



140,578



122,052Selling, general and administrative


51,932



54,335



65,678



83,084



72,590Depreciation and amortization


6,040



6,714



7,610



8,526



5,295Gain on sale of assets


















(788
)Restructuring and other charges


5,392



623



12,010



4,609



337Goodwill impairment charge










40,250



86,497



Total operating expenses


172,251



168,938



240,783



323,294



199,486Operating income (loss)


(6,987
)


(523
)


(56,449
)


(84,571
)


12,317Interest and other income


(47
)


(58
)


(400
)


(1,119
)


(2,246
)Loss on extinguishment of debt






724











Interest expense


1,359



2,029



3,433



1,951



290Income (loss) from continuing operations before income taxes


(8,299
)


(3,218
)


(59,482
)


(85,403
)


14,273Provision (benefit) for income taxes


154



(1,052
)


15,849



(661
)


5,319Income (loss) from continuing operations


(8,453
)


(2,166
)


(75,331
)


(84,742
)


8,954Income from discontinued operations, net of tax














124



122Net income (loss) available to holders of common stock

$
(8,453
)

$
(2,166
)

$
(75,331
)

$
(84,618
)

$
9,076Basic net income (loss) per share:Continuing operations

$
(0.15
)

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16Discontinued operations














0.00



0.00Basic net income (loss) per share

$
(0.15
)

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16Diluted net income (loss) per share:Continuing operations

$
(0.15
)

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16Discontinued operations














0.00



0.00Diluted net income (loss) per share

$
(0.15
)

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16Weighted-average shares outstanding  basic


54,566,590



54,089,971



53,547,670



52,861,354



56,133,355Weighted-average shares outstanding  diluted


54,566,590



54,089,971



53,547,670



52,861,354



56,397,600 19




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##### Table of Contents



For the Years Ended June 30,2011


2010


2009


2008


2007(In thousands, except share and per share amounts)Balance Sheet Data:Cash and cash equivalents

$
14,224


$
14,158


$
16,752


$
32,874


$
28,911Marketable securities

$



$



$
1,010


$



$
4,418Working capital

$
2,773


$
7,430


$
10,778


$
32,489


$
22,046Total assets

$
71,848


$
73,130


$
84,527


$
187,049


$
242,038Short-term borrowings

$



$



$



$



$
19,625Long-term borrowings

$
10,787


$
15,581


$
22,506


$
29,431


$
Total stockholders equity

$
11,472


$
16,034


$
18,123


$
98,636


$
172,356   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    
    Revenue from services was $165,264, down 1.9% from fiscal 2010.
    Excluding foreign currency exchange rate differences, revenue
    was down 2.9% from fiscal 2010. The decrease was primarily due
    to revenue declines in the U.K. and U.S.
    Our operating loss was $6,987, compared with an operating loss
    of $523 for fiscal 2010. Our fiscal 2011 operating loss included
    $5,392 in restructuring and other charges, compared with $623
    for the same prior year period. The increase in our operating
    loss was caused mainly by the aforementioned revenue decline and
    the restructuring and other charges incurred during the fiscal
    year as more fully described below under Restructuring and
    Other Charges.
    We had $14,224 in cash at June 30, 2011, essentially flat
    compared with $14,158 at June 30, 2010.
    Our outstanding debt at June 30, 2011 was $10,787, down
    from $15,581 at June 30, 2010 as a result of quarterly
    principal payments made during fiscal 2011. However, we were not
    in compliance with certain financial covenants under our credit
    agreement at June 30, 2011 largely due to the magnitude of
    restructuring and other charges incurred during fiscal 2011, as
    described below under Subsequent Events 
    Amendment Agreement and Waiver and in Note 24,
    Subsequent Events, to our consolidated financial
    statements included in this Annual Report on
    Form 10-K.  Subsequent
    Events
  Closure of
    Asian Operations
    Amendment
    Agreement and Waiver
     20




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##### Table of Contents




    The Consolidated Interest Coverage Ratio and Consolidated Total
    Leverage Ratio (each as defined in our amended and restated
    credit agreement) covenants are suspended for the fiscal
    quarters ending September 30, 2011, December 31, 2011
    and March 31, 2012. During each of those fiscal quarters,
    we are subject to a trailing twelve month adjusted EBITDA
    covenant of $4,548, $3,817 and $4,424, respectively.
    For fiscal quarters commencing on or after April 1, 2012,
    we will again be subject to the Consolidated Interest Coverage
    Ratio and Consolidated Total Leverage Ratio covenants contained
    in our amended and restated credit agreement.
    Cash paid to fund restructuring and other charges incurred on or
    before September 30, 2011 are limited to amounts agreed
    upon as contained in the amendment and waiver.
    We must maintain minimum global cash of $7,000 and
    U.S. cash of $1,000 through June 30, 2012, at which
    time we will again be subject to only a minimum global cash
    requirement of $5,000.    Restructuring and
    Other Charges
  Restructuring
  Fiscal
    2011
     21




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##### Table of Contents



Fiscal
    2009
            Summary of
    Restructuring Charges and Reserves
    2011


2010


2009Termination benefits

$
1,165


$



$
5,306Lease commitments


1,942







894Reversals of prior accruals










(543
)$
3,107


$



$
5,657  22




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##### Table of Contents



Balance,














Balance,July 1,


Costs


Changes in


Cash


Non-Cash


June 30,2010


Incurred


Estimate


Payments


Settlements


2011Termination benefits

$



$
1,165


$
45


$
(788
)

$



$
422Lease commitments


408



1,942







(138
)






2,212Remaining reserve

$
408


$
3,107


$
45


$
(926
)

$



$
2,634     Other
    Charges
    
    Post-employment payments to former senior executives In connection with their departures from the
    Company during fiscal 2011, we reached negotiated settlements
    with Kimberly Till, Pavan Bhalla, and Enzo Micali. Under the
    separation agreements, cash payments to Ms. Till are due to
    be completed in August 2013, while cash payments to
    Messrs. Bhalla and Micali are due to be completed in
    December 2011 and January 2012, respectively. In connection with
    their departures from the Company during fiscal 2009, Gregory T.
    Novak, Ronald E. Salluzzo, and David B. Vaden became entitled to
    certain contractually obligated cash payments. The cash payments
    to Messrs. Novak, Salluzzo, and Vaden were completed in
    December 2010, December 2009 and February 2010, respectively.
    Consultant fees During fiscal 2009, we
    incurred fees for services rendered by a consulting firm related
    to, among others, performance improvement initiatives, bank
    negotiations, and an interim CFO arrangement, the details of
    which are described in Note 21, Related-Party
    Transactions, to our consolidated financial statements
    included in this Annual Report on Form
    10-K.
    Other For fiscal 2011, Other
    included costs associated with reorganizing the operational
    structure of our Canadian and U.K. operations, as well as
    immaterial prior period adjustments related to our Asia
    operations. For fiscal 2010, Other included costs
    associated with reorganizing the operational structure of our
    Asian operations and costs incurred to close our telephone-based
    data collection center in Brentford, United Kingdom. For fiscal
    2009, Other included bad debt expense for a note
    receivable for which collectability became doubtful, recruitment
    fees for senior executives, and legal fees associated with the
    waiver and amendments to our credit agreement due to certain
    financial covenant violations.  2011


2010


2009Post-employment payments to former senior executives

$
1,312


$



$
1,997Consultant fees










3,095Other


973



623



1,261$
2,285


$
623


$
6,353   Critical
    Accounting Policies and Estimates
    
    Revenue recognition,
    Impairment of other intangible assets, 23




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##### Table of Contents




    Impairment of long-lived assets,
    Income taxes,
    Stock-based compensation,
    HIpoints loyalty program, and
    Contingencies and other accruals.    Revenue
    Recognition
        Impairment of
    Intangible Assets
    
    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;
    Significant negative industry or economic trends;
    Significant decline in our stock price for a sustained
    period; and
    Significant decline in our market capitalization relative to net
    book value.   24




---



##### Table of Contents



Impairment of
    Long-Lived Assets
    and/or
    
    Business Projections We make assumptions
    about the level of demand for our services in the marketplace.
    These assumptions drive our planning assumptions for revenue
    growth. We also make assumptions about our cost levels. These
    assumptions are key inputs for developing our cash flow
    projections. These projections are derived using our internal
    business plans.
    Growth Rate The growth rate is the expected
    rate at which an asset groups earnings stream is projected
    to grow beyond the planning period.
    Economic Projections Assumptions regarding
    general economic conditions are included in and affect our
    assumptions regarding revenue from services. These macroeconomic
    assumptions include inflation, interest rates and foreign
    currency exchange rates.  Income
    Taxes
     25




---



##### Table of Contents



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
    ASC 718-10
    and corroborated through review of the expected life assumptions
    of publicly-traded market research companies.
    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 stockholders.  Form 10-K.
    HIpoints
    Loyalty Program
   26




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##### 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
    provide business decision-makers with dynamic data and
    intelligence.
    Service Bureau Research data collection and
    other services that we perform primarily for market research
    industry clients.  Cost of
    Services
    
    Project Personnel Project personnel have four
    distinct roles: project management, survey design, data
    collection, and data analysis. We maintain project personnel in
    North America, Europe and Asia. We expect to have no project
    personnel in Asia by September 30, 2011. Labor costs are
    specifically allocated to the projects they relate to. We
    utilize a timekeeping system that tracks the time of project
    personnel as incurred for each specific revenue-generating
    project to determine the labor costs allocable to such project.
    Respondent 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 respondents for participating in
    surveys, which are earned when we receive timely and complete
    survey responses. Non-cash incentives in the form of points are
    awarded to respondents who register for our online panel,
    complete online surveys, and refer others to join 27




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##### Table of Contents



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.  Selling,
    General and Administrative
    
    payroll and related costs, including commissions, for sales and
    marketing professionals;
    payroll and related costs for staff in the areas of finance,
    human resources, information technology, legal, and executive
    management; and
    other indirect costs necessary to support the business,
    including among others, office rents, travel, stock-based
    compensation, and public company costs.  Operating
    Income (Loss)
    Provision
    (Benefit) for Income Taxes
   28




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##### Table of Contents



Results of
    Operations
    2011


%


2010


%


2009


%Revenue from services

$
165,264



100.0
%

$
168,415



100.0
%

$
184,334



100.0
%Operating expenses:Cost of services


108,887



65.9



107,266



63.7



115,235



62.5Selling, general and administrative


51,932



31.4



54,335



32.3



65,678



35.6Depreciation and amortization


6,040



3.7



6,714



4.0



7,610



4.1Restructuring and other charges


5,392



3.3



623



0.4



12,010



6.5Goodwill impairment charge


















40,250



21.8Operating loss


(6,987
)


(4.2
)


(523
)


(0.3
)


(56,449
)


(30.6
)Interest and other income


(47
)


(0.0
)


(58
)


(0.0
)


(400
)


(0.2
)Loss on extinguishment of debt










724



0.4







Interest expense


1,359



0.8



2,029



1.2



3,433



1.9Loss from operations before taxes


(8,299
)


(5.0
)


(3,218
)


(1.9
)


(59,482
)


(32.3
)Provision (benefit) for income taxes


154



(0.0
)


(1,052
)


(0.6
)


15,849



8.6Net loss

$
(8,453
)


(5.1
)

$
(2,166
)


(1.3
)

$
(75,331
)


(40.9
)   Fiscal Year
    Ended June 30, 2011 Versus Fiscal Year Ended June 30,
    2010
  Revenue from services.
    
    Revenue from U.S. operations of $92,885, down 4.2% compared
    with $96,942 for fiscal 2010. This decline was driven mainly by
    declines of:  
    9.8% in our Healthcare sector, driven by the revenue impact of
    bookings decreases experienced during the first nine months of
    fiscal 2011;
    10.7% in our Financial Services sector, driven mainly by the
    loss of a large tracking study;
    17.1% in our Consumer Goods, Restaurant and Retail sector, as a
    result of a non-recurring project that was sold and delivered
    during the fourth quarter of fiscal 2010; and
    6.4% in our Technology, Media and Telecom sector, driven mainly
    by the loss of a large tracking study.  
    Revenue from Canadian operations of $23,160, up 12.1% compared
    with $20,653 for fiscal 2010. In local currency (Canadian
    Dollar), Canadian revenue increased by 5.7% compared with fiscal
    2010. The increase was mainly attributable to revenue from work
    on a large tracking study that was won during the second quarter
    of fiscal 2011. 29




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##### Table of Contents




    Revenue from U.K. operations of $22,864, down 19.5% compared
    with $28,398 for fiscal 2010. In local currency (British Pound),
    U.K. revenue decreased by 20.4% compared with fiscal 2010. The
    decrease was due primarily to the revenue impact of a large
    tracking study that was not renewed during the second quarter of
    fiscal 2011, as well as challenging market conditions across
    several industry sectors. The loss of this tracking study will
    have a $7.7 million negative impact on annual U.K. revenue.
    Revenue from French operations of $14,092, up 19.8% compared
    with $11,764 for fiscal 2010. In local currency (Euro), French
    revenue increased by 18.8% compared with fiscal 2010. The
    increase was due primarily to continued success in selling to
    new and existing clients across several industry sectors.
    Revenue from German operations of $7,663, up 32.4% compared with
    $5,789 for fiscal 2010. In local currency (Euro), German revenue
    increased by 32.5% compared with fiscal 2010. Similar to our
    French operations, the increase was driven mainly by continued
    success in selling to new and existing clients across several
    industry sectors.    Cost of services.
  Selling, general and
    administrative.
  
    a $607 decrease in facilities-related expense, driven primarily
    by space reductions taken during fiscal 2010;
    a $382 decrease in travel expense, driven primarily by our
    continued focus on controlling these costs;
    a $255 decrease in payroll-related expenses, driven primarily by
    headcount reductions made throughout fiscal 2011; and
    a $173 decrease in legal expenses, driven primarily by improved
    operational efficiency of our legal function.    Depreciation and
    amortization.
  Restructuring and other charges.
 30




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##### Table of Contents



Interest and other income.
  Loss on extinguishment of debt. Form 10-K.
  Interest expense.
  Income taxes.
  Fiscal Year
    Ended June 30, 2010 Versus Fiscal Year Ended June 30,
    2009
  Revenue from services.
    
    Revenue from U.S. operations of $96,942, down 14.1%
    compared with $112,821 for fiscal 2009, primarily due to the
    impact of the global recession on revenue for the first half of
    fiscal 2010 and declines across several of our
    U.S. industry sectors partially as a result of the loss of
    a large tracking study and the reduction in size of another.
    Revenue from Canadian operations of $20,653, up 3.6% compared
    with $19,939 for fiscal 2009. In local currency (Canadian
    Dollar), Canadian revenue decreased by 5.8% compared with fiscal
    2009. The decrease was primarily due to the impact of the global
    recession on revenue for the first half of fiscal 2010.    
    Revenue from U.K. operations of $28,398, down 12.5% compared
    with $32,454 for fiscal 2009. In local currency (British Pound),
    U.K. revenue decreased by 11.0% compared with fiscal 2009. The
    decrease was primarily due to the decrease in scope of a large
    tracking study.
    Revenue from French operations of $11,764, up 37.8% compared
    with $8,535 for fiscal 2009. In local currency (Euro), French
    revenue increased by 32.7% compared with fiscal 2009. The
    increase was primarily due to revenue generated from success in
    selling to new clients across several industry sectors. 31




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##### Table of Contents




    Revenue from German operations of $5,789, down 3.5% compared
    with $6,001 for fiscal 2009. In local currency (Euro), German
    revenue decreased by 6.4% compared with fiscal 2009. German
    revenue was essentially flat for the first nine months of fiscal
    2010 compared with the same prior year period. The overall
    decrease was driven by sales growth later in the fourth quarter
    of fiscal 2010, which had less time to convert to revenue within
    that same quarter.    Cost of services.
  Selling, general and
    administrative.
  
    a $5,675 decrease in payroll-related expense, driven primarily
    by headcount reductions taken during fiscal 2009;
    a $1,285 decrease in stock-based compensation expense, driven
    primarily by the forfeiture of stock options and restricted
    stock upon the departure of several senior executives during
    fiscal 2009 and 2010;
    a $765 decrease in office rent, driven by space reductions taken
    during fiscal 2009 and 2010; and
    a $698 decrease in travel expense, driven primarily by our
    continued focus on controlling these costs.    Depreciation and
    amortization.
  Restructuring and other charges.
  Goodwill impairment charge. Form 10-K.
  Interest and other income.
  Loss on extinguishment of debt.
 32




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##### Table of Contents



Form 10-K.
  Interest expense.
  Income taxes.
  Significant
    Factors Affecting Company Performance
  Key Operating
    Metrics
      Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4FY2010

FY2010

FY2010

FY2010

FY2011

FY2011

FY2011

FY2011Bookings

$
32.7


$
53.2


$
44.9


$
35.7


$
35.4


$
55.3


$
40.9


$
34.6Secured revenue

$
42.5


$
51.1


$
52.9


$
44.9


$
45.0


$
55.4


$
56.5


$
45.9     Bookings
    
    U.S. bookings increased by 0.7%, impacted mainly by
    increased sales in our Technology, Media and Telecom and
    Healthcare sectors, which were offset by decreases in our
    Financial Services and Consumer Goods, Restaurant and Retail
    sectors.
    Canadian bookings decreased by 8.9%, due primarily to declined
    sales in our Canadian service bureau business.
    U.K bookings decreased by 60.4%, due primarily to the loss of
    two large tracking studies in fiscal 2011.
    French and German bookings increased by 37.6% and 35.0%,
    respectively, both due primarily to increased sales at both new
    and existing clients. 33




---



##### Table of Contents




    Asian bookings decreased by 12.7%, due primarily to a shortage
    of adequate sales resources.    Secured Revenue
      Liquidity and
    Capital Resources
  Cash and Cash
    Equivalents
    2011

2010

2009Net cash provided by (used in) operating activities

$
3,983


$
6,461


$
(4,334
)Net cash used in investing activities


(810
)


(631
)


(2,256
)Net cash used in financing activities


(4,555
)


(7,031
)


(8,015
)   Net cash provided by (used in) operating
    activities.
    Net cash used in investing
    activities.
    Net cash used in financing
    activities.
 34




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##### Table of Contents



Working
    Capital
      Credit
    Facilities
  Form 10-K.
  Form 10-K.
  Interest Rate
    Swap
  Form 10-K.
 35




---



##### Table of Contents



Off-Balance Sheet
    Risk Disclosure
  Regulation S-K.
  Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 YearsLong-term debt obligations

$
10,787


$
4,794


$
5,993


$



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


1,168



798



370







Operating lease obligations


23,488



5,507



9,598



6,715



1,668Other long-term liabilities(2)


107







107







Total

$
35,550


$
11,099


$
16,068


$
6,715


$
1,668     (1)
    
    Interest obligations shown above were derived using an interest
    rate of 8.82%. This rate is a combination of the 4.32% that is
    fixed by our interest rate swap, and the 4.50% additional spread
    based on a pricing grid tied to our Consolidated Total Leverage
    Ratio. These rates are more fully described in Note 11,
    Borrowings, to the consolidated financial statements
    contained in this Annual Report on
    Form 10-K.(2)
    
    Amounts in the 1-3 Years category represent
    liabilities associated with uncertain tax positions, determined
    in accordance with the FASB guidance for uncertain tax
    positions, as more fully described in Note 16, Income
    Taxes, to the consolidated financial statements contained
    in this Annual Report on
    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
   36




---



##### Table of Contents



12-month
  Foreign Currency
    Exposure
  Non-U.S. transactions
       37




---



##### 



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


39Consolidated Balance Sheets at June 30, 2011
    and 2010


40Consolidated Statements of Operations for the
    fiscal years ended June 30, 2011, 2010 and 2009


41Consolidated Statements of Cash Flows for the
    fiscal years ended June 30, 2011, 2010 and 2009


42Consolidated Statements of Changes in
    Stockholders Equity for the fiscal years ended
    June 30, 2011, 2010 and 2009


43Notes to Consolidated Financial Statements
    (including unaudited quarterly results of operations)


44Index to Financial Statement Schedule


81Schedule II  Valuation and
    Qualifying Accounts


85     38




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Harris
    Interactive Inc.
    PricewaterhouseCoopers
    LLP
    39




---



##### Table of Contents



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


June 30,2011


2010ASSETSCurrent assets:Cash and cash equivalents

$
14,224


$
14,158Accounts receivable, less allowances of $582 and $641,
    respectively


26,480



23,735Unbilled receivables


7,580



7,566Prepaid expenses and other current assets


3,619



3,722Deferred tax assets


306



375Total current assets


52,209



49,556Property, plant and equipment, net


3,447



5,626Other intangibles, net


14,582



16,382Other assets


1,610



1,566Total assets

$
71,848


$
73,130LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
9,521


$
8,952Accrued expenses


21,249



16,768Current portion of outstanding debt


4,794



4,794Deferred revenue


13,872



11,612Total current liabilities


49,436



42,126Long-term debt


5,993



10,787Deferred tax liabilities


2,195



2,391Other long-term liabilities


2,752



1,792Commitments and contingencies (Note 19)Stockholders equity:Preferred stock, $.001 par value, 5,000,000 shares
    authorized; 0 shares issued and outstanding at
    June 30, 2011 and 2010






Common stock, $.001 par value, 100,000,000 shares
    authorized; 55,417,531 shares issued and outstanding at
    June 30, 2011 and 54,465,449 shares issued and
    outstanding at June 30, 2010


55



54Additional paid-in capital


186,648



185,726Accumulated other comprehensive income


5,526



2,558Accumulated deficit


(180,757
)


(172,304
)Total stockholders equity


11,472



16,034Total liabilities and stockholders equity

$
71,848


$
73,130    40




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS 
    (in thousands, except share and per share amounts)
  For the Years Ended June 30,2011


2010


2009Revenue from services

$
165,264


$
168,415


$
184,334Operating expenses:Cost of services


108,887



107,266



115,235Selling, general and administrative


51,932



54,335



65,678Depreciation and amortization


6,040



6,714



7,610Restructuring and other charges


5,392



623



12,010Goodwill impairment charge










40,250Total operating expenses


172,251



168,938



240,783Operating loss


(6,987
)


(523
)


(56,449
)Interest and other income


(47
)


(58
)


(400
)Loss on extinguishment of debt






724



Interest expense


1,359



2,029



3,433Loss from operations before income taxes


(8,299
)


(3,218
)


(59,482
)Provision (benefit) for income taxes


154



(1,052
)


15,849Net loss

$
(8,453
)

$
(2,166
)

$
(75,331
)Basic and diluted net loss per share

$
(0.15
)

$
(0.04
)

$
(1.41
)Weighted-average shares outstanding  basic and diluted


54,566,590



54,089,971



53,547,670    41




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS 
    (In thousands)
  For the Years Ended June 30,2011


2010


2009Cash flows from operating activities:Net loss

$
(8,453
)

$
(2,166
)

$
(75,331
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities Depreciation and amortization


7,451



8,145



9,125Deferred taxes


(84
)


(276
)


16,831Stock-based compensation


682



680



1,965Goodwill impairment charge










40,250Non-cash portion of loss on extinguishment of debt






550



Bad debt expense










532Amortization of deferred financing costs


70



442



479Amortization of premium on marketable securities






2



4(Increase) decrease in assets Accounts receivable


(1,331
)


(1,254
)


9,339Unbilled receivables


633



(1,530
)


4,199Prepaid expenses and other current assets


(1,227
)


2,051



(235
)Other assets


9



(153
)


(559
)(Decrease) increase in liabilities Accounts payable


165



2,482



(2,307
)Accrued expenses


3,214



(636
)


(6,096
)Deferred revenue


1,896



(847
)


(3,326
)Other liabilities


958



(1,029
)


796Net cash provided by (used in) operating activities


3,983



6,461



(4,334
)Cash flows from investing activities:Purchase of marketable securities










(3,703
)Proceeds from maturities and sales of marketable securities






998



2,688Capital expenditures


(810
)


(1,629
)


(1,241
)Net cash used in investing activities


(810
)


(631
)


(2,256
)Cash flows from financing activities:Credit agreement amendment financing costs






(296
)


(1,274
)Repayments of borrowings


(4,794
)


(6,925
)


(6,925
)Proceeds from exercise of employee stock options and employee
    stock purchases


239



190



184Net cash used in financing activities


(4,555
)


(7,031
)


(8,015
)Effect of exchange rate changes on cash and cash equivalents


1,448



(1,393
)


(1,517
)Net increase (decrease) in cash and cash equivalents


66



(2,594
)


(16,122
)Cash and cash equivalents at beginning of period


14,158



16,752



32,874Cash and cash equivalents at end of period

$
14,224


$
14,158


$
16,752    42




---



##### Table of Contents



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


Additional


Other





TotalOutstanding


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Income


Deficit


EquityBalance at July 1, 2008


53,784


$
54


$
182,709


$
10,680


$
(94,807
)

$
98,636Comprehensive income (loss):Net loss


















(75,331
)


(75,331
)Change in fair value of interest rate swap














244







244Actuarial loss on postretirement obligation














(61
)






(61
)Unrealized gain on marketable securities














12







12Foreign currency translation














(7,528
)






(7,528
)Total comprehensive loss






















(82,664
)Issuance of stock for restricted stock grants and exercise of
    options


(229
)






(4
)










(4
)Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


409







190











190Stock-based compensation expense










1,965











1,965Balance at June 30, 2009


53,964


$
54


$
184,860


$
3,347


$
(170,138
)

$
18,123Comprehensive income (loss):Net loss


















(2,166
)


(2,166
)Change in fair value of interest rate swap














(33
)






(33
)Change in postretirement obligation, net of tax














242







242Unrealized loss on marketable securities














(10
)






(10
)Foreign currency translation














(988
)






(988
)Total comprehensive loss






















(2,955
)Issuance of stock for restricted stock grants and exercise of
    options


109Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


392







186











186Stock-based compensation expense










680











680Balance at June 30, 2010


54,465


$
54


$
185,726


$
2,558


$
(172,304
)

$
16,034Comprehensive income (loss):Net loss


















(8,453
)


(8,453
)Change in fair value of interest rate swap














304







304Change in postretirement obligation, net of tax














(196
)






(196
)Unrealized loss on marketable securities














(1
)






(1
)Foreign currency translation














2,861







2,861Total comprehensive loss






















(5,485
)Issuance of stock for restricted stock grants and exercise of
    options


699







28











28Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


254



1



212











213Stock-based compensation expense










682











682Balance at June 30, 2011


55,418


$
55


$
186,648


$
5,526


$
(180,757
)

$
11,472  43




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##### Table of Contents



HARRIS
    INTERACTIVE INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    Fiscal Years Ended June 30, 2011, 2010 and 2009
    (In thousands, except share and per share amounts)
  1.
    Description of
    Business    2.
    Summary of
    Significant Accounting Policies  Principles of
    Consolidation
    Use of
    Estimates
    Cash and Cash
    Equivalents
    Marketable
    Securities
  available-for-sale Available-for-sale available-for-sale
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
   44




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Property,
    Plant and Equipment
      Computer equipment


3 yearsNon-computer equipment


5 yearsFurniture and fixtures


7 years     Business
    Combinations
    Goodwill
  non-amortizable
   45




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   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
    Long-Lived
    Assets
      and/or
 46




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)      
    Business Projections The Company makes
    assumptions about the level of demand for its services in the
    marketplace. These assumptions drive the Companys planning
    assumptions for revenue growth. The Company also makes
    assumptions about its cost levels. These assumptions are key
    inputs for developing the Companys cash flow projections.
    These projections are derived using the Companys internal
    business plans.
    Growth Rate The growth rate is the expected
    rate at which an asset groups earnings stream is projected
    to grow beyond the planning period.
    Economic Projections Assumptions regarding
    general economic conditions are included in and affect the
    Companys assumptions regarding revenue from services.
    These macroeconomic assumptions include inflation, interest
    rates, and foreign currency exchange rates.    Fair Value of
    Financial Instruments
     47




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Derivative
    Financial Instruments
        Post-employment
    Payments
    Revenue
    Recognition
     48




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    out-of-pocket
  Cost of
    Services
    Panelist
    Incentives
      Advertising
    Expenses
    Stock-Based
    Compensation
  catch-up
   49




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Debt Issuance
    Costs
    Income
    Taxes
      Net Income
    (Loss) Per Share
   50




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Foreign
    Currency Translation
    Comprehensive
    Income (Loss)
  available-for-sale
  Segment
    Reporting
    3.
    Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted  Presentation
    of Comprehensive Income
  No. 2011-05, Comprehensive Income (Topic 220) Presentation
    of Comprehensive Income No. 2011-05
 51




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   3.
    Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted  (Continued)  Goodwill
    Impairment Testing
  No. 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for
    Reporting Units with Zero or Negative Carrying Amounts Intangibles  Goodwill and Other No. 2010-28
  Accounting for
    Transfers of Financial Assets
  Accounting for Transfers of Financial Assets,
    an Amendment of FASB Statement No. 140
  Amendments to
    Accounting for Variable Interest Entities
  Amendments to FASB Interpretation
    No. 46(R
  Fair Value
    Disclosures
  2010-06, Improving Disclosures about Fair Value Measurements 2010-06 820-10 2010-06 820-10
 52




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   3.
    Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted  (Continued)    4.
    Restructuring and
    Other Charges  Restructuring
  Fiscal
    2011
        Fiscal
    2009
       53




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   4.
    Restructuring and
    Other Charges  (Continued)      Summary of
    Restructuring Charges and Reserves
    2011


2010


2009Termination benefits

$
1,165


$



$
5,306Lease commitments


1,942







894Reversals of prior accruals










(543
)$
3,107


$



$
5,657     Balance,














Balance,July 1,


Costs


Changes in


Cash


Non-Cash


June 30,2010


Incurred


Estimate


Payments


Settlements


2011Termination benefits

$



$
1,165


$
45


$
(788
)

$



$
422Lease commitments


408



1,942







(138
)






2,212Remaining reserve

$
408


$
3,107


$
45


$
(926
)

$



$
2,634     Other
    Charges
    
    Post-employment payments to former senior executives In connection with their departures from the
    Company during fiscal 2011, the Company reached negotiated
    settlements with Kimberly Till, Pavan Bhalla, and Enzo Micali.
    Under the separation agreements, cash payments to Ms. Till
    are due to be completed in August 2013, while cash payments to
    Messrs. Bhalla and Micali are due to be completed in
    December 2011 and January 2012, respectively. In connection with
    their departures from the Company during fiscal 2009, Gregory T.
    Novak, Ronald E. Salluzzo and 54




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   4.
    Restructuring and
    Other Charges  (Continued)    
    Consultant fees During fiscal 2009,
    the Company incurred fees for services rendered by a consulting
    firm related to, among others, performance improvement
    initiatives, bank negotiations, and an interim CFO arrangement,
    the details of which are described in Note 21,
    Related-Party Transactions, to the accompanying
    consolidated financial statements.
    Other For fiscal 2011,
    Other included costs associated with reorganizing
    the operational structure of the Companys Canadian and
    U.K. operations, as well as immaterial prior period adjustments
    related to the Companys Asian operations. For fiscal 2010,
    Other included costs associated with reorganizing
    the operational structure of the Companys Asia operations
    and costs incurred to close the Companys telephone-based
    data collection center in Brentford, United Kingdom. For fiscal
    2009, Other included bad debt expense for a note
    receivable for which collectability became doubtful, recruitment
    fees for senior executives, and legal fees associated with the
    waiver and amendments to the Companys credit agreement due
    to certain financial covenant violations.  2011


2010


2009Post-employment payments to former senior executives

$
1,312


$



$
1,997Consultant fees










3,095Other


973



623



1,261$
2,285


$
623


$
6,353   5.
    Fair Value
    Measurements    
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities.
    Level 2 inputs include data points that are observable such
    as quoted prices for similar assets or liabilities in active
    markets, quoted prices for identical assets or similar assets or
    liabilities in markets that are not active, and inputs (other
    than quoted prices) such as interest rates and yield curves that
    are observable for the asset and liability, either directly or
    indirectly.
    Level 3 inputs are unobservable data points for the asset
    or liability, and include situations where there is little, if
    any, market activity for the asset or liability. 55




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   5.
    Fair Value
    Measurements  (Continued)     Recurring Fair Value MeasurementsQuoted

SignificantPrices in

Other

SignificantActive

Observable

UnobservableMarkets

Inputs

Inputs(Level 1)

(Level 2)

(Level 3)

TotalAt June 30, 2011Financial liabilities:Interest rate swap contract

$



$
513


$



$
513At June 30, 2010Financial liabilities:Interest rate swap contract

$



$
889


$



$
889       6.
    Marketable
    Securities    7.
    Property, Plant
    and Equipment    2011


2010Furniture and fixtures

$
7,405


$
7,168Equipment


35,856



34,683Leasehold improvements


11,987



11,73855,248



53,589Accumulated depreciation


(51,801
)


(47,963
)$
3,447


$
5,626     8.
    Goodwill   56




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   8.
    Goodwill  (Continued)  Fiscal
    2009
    
    operating losses in its single reporting unit for the fiscal
    quarters ended September 30, 2008 and December 31,
    2008;
    potential declines in market research spending for calendar year
    2009 based on industry forecasts from Inside Research;
    headcount reductions and related charges as announced in October
    and December 2008, the details of which are described in
    Note 4, Restructuring and Other Charges, to the
    accompanying consolidated financial statements; and
    a 62% decline in the Companys per share stock price from
    $1.73 at September 30, 2008 to $0.65 at December 31,
    2008, which resulted in a market capitalization that, based on
    the Companys per share stock price as of market close on
    December 31, 2008, was below the carrying value of its
    reporting units net assets at that date.        Balance at July 1, 2008

$
42,805Foreign currency translation adjustments


(2,404
)Prior period purchase accounting adjustment of deferred taxes


(151
)Goodwill impairment charge


(40,250
)Balance at June 30, 2009

$
   57




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
  9.
    Acquired
    Intangible Assets Subject to Amortization    2011Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3


$
1,768


$
1,768


$
Internet respondent database


7



3,457



2,878



579Customer relationships


10



22,667



11,619



11,048Trade names


16



5,352



2,397



2,955Total





$
33,244


$
18,662


$
14,582   2010Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3


$
1,768


$
1,768


$
Internet respondent database


7



3,000



2,187



813Customer relationships


10



21,039



8,677



12,362Trade names


16



5,283



2,076



3,207Total





$
31,090


$
14,708


$
16,382   2011


2010


2009Aggregate amortization expense:For the fiscal year ended June 30:

$
2,866


$
2,803


$
2,976Estimated amortization expense for the fiscal years ending June
    30:2012

$
2,9392013

$
2,7642014

$
2,3152015

$
1,7352016

$
1,611Thereafter

$
3,218    58




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
  10.
    Accrued
    Expenses    2011


2010Panelist incentives

$
3,234


$
3,282Project-related accruals


1,838



2,194Payroll and withholding expenses


2,626



1,996Accrued vacation


1,990



1,616Bonuses


1,351



1,193Other


10,210



6,487$
21,249


$
16,768     11.
    Borrowings    Fiscal 2010
    Amended and Restated Credit Agreement
   59




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   11.
    Borrowings  (Continued)    Original Credit
    Agreement


Amended and Restated Credit
    AgreementAvailability:$5,000 Revolving Line


$5,000 Revolving Line Until certain leverage ratios are achieved, advances
    require minimum cash balances and no outstanding balance may
    exist at least 5 consecutive days in every
    30-day period


 The Revolving Line may be used to back Letters of
    Credit. The Revolving Line may be used to back Letters of
    Credit


 Requires the Company to maintain a minimum cash
    balance of the greater of $5,000 and 1.2 times the outstanding
    amount under the Revolving Line (including outstanding letters
    of credit)Term Loan A  original principal, $12,000


New Term Loan  original principal, $15,581Term Loan B, as consolidated with Term Loan C 
    original principal $22,625Pricing Grid:Not applicable


See belowInterest:Company option:


Company option: Base Rate (greater of Federal Funds Rate plus 0.5%,
    LIBOR plus 1%, or Prime) plus 4%


 Base Rate (greater of Federal Funds Rate plus 0.5%,
    LIBOR plus 1%, or Prime) plus an Applicable Rate based on the
    pricing grid tied to the Companys Consolidated Total
    Leverage Ratio, as described below (the Pricing Grid)OR LIBOR plus 5%


OR LIBOR plus an Applicable Rate based on the Pricing
    GridThe Company elected LIBOR and the interest swap agreement, which
    fixed the LIBOR-based portion of the rate at 5.08%, remained
    unchanged. With the spread, the effective rate on the Term Loans
    was 10.08%.


The Company elected LIBOR and the interest swap agreement fixes
    the LIBOR-based portion of the rate at 4.32%. At June 30, 2011,
    with the spread at 4.50%, the effective rate on the New Term
    Loan was 8.82%.Interest payments are due at end of LIBOR interest periods, but
    at least quarterly in arrears


Interest payments are due at end of LIBOR interest periods, but
    at least quarterly in arrearsLetter of credit participation fees equal to 5% of outstanding
    face amounts


Letter of credit fees equal to 5% of outstanding face amounts
    until the first quarterly adjustment pursuant to the Pricing
    Grid, and are set under the Pricing Grid thereafter 60




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   11.
    Borrowings  (Continued)  Original Credit
    Agreement


Amended and Restated Credit
    AgreementInterest Rate Swap:Fixes the floating LIBOR interest portion of the rates on the
    amounts outstanding under the Term Loans at 5.08% through
    September 21, 2012


Fixes the floating LIBOR interest portion of the rates on the
    amounts outstanding under the New Term Loan (reflecting the
    consolidation of Term Loans A and B into a single New Term Loan)
    at 4.32% through September 30, 2013Three-month LIBOR rate received on the swap matches the LIBOR
    base rate paid on the Term Loans


Three-month LIBOR rate received on the swap matches the LIBOR
    base rate paid on the New Term LoanNotional amount equal to outstanding amount of the Term Loans


Notional amount of $10,787 at June 30, 2011, equal to
    outstanding amount of the New Term LoanUnused Facility Fees:Fee fixed at 1.0% of unused Revolving Line amount


Fee fixed at 0.75% of unused Revolving Line amountPrincipal Payments:Term Loans  September 21, 2012


New Term Loan Maturity  September 30, 2013Revolving Line Maturity  July 15, 2010


Revolving Line Maturity  September 30, 2013Revolving Line  payable at maturity


Revolving Line  payable at maturityQuarterly Term Loan Payments  $1,731


Quarterly New Term Loan Payments  $1,199Financial Covenants:Minimum Consolidated Interest Coverage Ratio ranging over
    various quarters between 3.00:1.00 and 1.75:1.00


Minimum Consolidated Interest Coverage Ratio of at least
    3.00:1.00Maximum Consolidated Leverage Ratio ranging over various quarters between 6.40:1.00 and 2.00:1.00 Minimum Consolidated Revenue (trailing 3 months) ranging over various quarters between $33,200 and $45,400


Maximum Consolidated Leverage Ratio of 2.90:1.00 for quarterly periods ending through December 31, 2010, 2.70:1.00 for the quarterly period ending March 31, 2011, and 2.50:1.00 for quarterly periods ending thereafter. Minimum cash balance of the greater of $5,000 and 1.2 times the outstanding amount under the Revolving Line (including outstanding letters of credit)Collateral:Secured by all domestic assets and 66% of equity interests in
    first tier foreign subsidiaries


Secured by all domestic assets and 66% of equity interests in
    first tier foreign subsidiaries  61




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   11.
    Borrowings  (Continued)     ABR





CommitmentConsolidated Total

Applicable

Adjusted LIBO

Letter of Credit

FeePricing Level

Leverage Ratio

Rate

Applicable Rate

Applicable Rate

Rate1

< 1.0


2.50
%


3.50
%


3.50
%


0.50
%2

3
    1.0 but < 1.5


3.25
%


4.25
%


4.25
%


0.75
%3

3
    1.5 but < 2.0


3.50
%


4.50
%


4.50
%


0.75
%4

3
    2.0 but < 2.5


3.75
%


4.75
%


4.75
%


0.75
%5

3
    2.5


4.00
%


5.00
%


5.00
%


1.00
%         Total2012


4,7942013


4,7942014


1,199$
10,787       Interest Rate
    Swap
     62




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   11.
    Borrowings  (Continued)        12.
    Derivative
    Financial Instruments    Fair Value of
    Derivative Instruments in Consolidated Balance
    Sheet
  June 30, 2011Balance Sheet Location


Fair ValueInterest rate swap agreements designated as cash flow hedges


Other liabilities


$
513Total derivatives designated as hedging instruments





$
513Total derivatives





$
513   63




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   12.
    Derivative
    Financial Instruments  (Continued)  June 30, 2010Balance Sheet Location


Fair ValueInterest rate swap agreements designated as cash flow hedges


Other liabilities


$
889Total derivatives designated as hedging instruments





$
889Total derivatives





$
889   Effects of
    Derivative Instruments on Income and Accumulated Other
    Comprehensive Income (OCI)
  Amount and Locationof Gain (Loss)Amount and Location

Recognized in IncomeAmount of Gain


of Gain (Loss)

on Derivative(Loss) Recognized in


Reclassified from

(Ineffective PortionAccumulated OCI


Accumulated OCI

and Amounton Derivative


into Income

Excluded from(Effective Portion)


(Effective Portion)

Effectiveness Testing)June 30, 2011


June 30, 2011

June 30, 2011Cash flow hedges:Interest rate swap

$
62


$
296


Interest expense

$
68


Interest and other income   Amount and Locationof Gain (Loss)Amount and Location

Recognized in IncomeAmount of Gain


of Gain (Loss)

on Derivative(Loss) Recognized in


Reclassified from

(Ineffective PortionAccumulated OCI


Accumulated OCI

and Amounton Derivative


into Income

Excluded from(Effective Portion)


(Effective Portion)

Effectiveness Testing)June 30, 2010


June 30, 2010

June 30, 2010Cash flow hedges:Interest rate swap

$
358


$
837


Interest expense

$



Interest and other income   13.
    Stockholders
    Equity  Common
    Stock
    Restricted
    Stock Award Withholdings
   64




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   13.
    Stockholders
    Equity  (Continued)  Stockholder
    Rights Plan
  ten-day
    14.
    Stock-Based
    Compensation   65




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   14.
    Stock-Based
    Compensation  (Continued)      2011


2010


2009Cost of services

$
12


$
18


$
54Selling, general and administrative


670



662



1,911$
682


$
680


$
1,965     ASC 718-10
  Long Term
    Incentive Plans
     66




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   14.
    Stock-Based
    Compensation  (Continued)  Investor Stock
    Options
    Summary of
    Options and Restricted Stock Award Status
    2011


2010


2009Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding at July 1


3,873,452


$
2.38



3,857,209


$
3.09



5,804,172


$
5.32Granted


4,750,500



0.75



1,248,812



0.97



1,910,000



0.93Forfeited


(2,160,913
)


1.36



(1,232,569
)


3.20



(3,856,963
)


5.37Exercised


(66,666
)


0.42















Options outstanding at June 30


6,396,373


$
1.53



3,873,452


$
2.38



3,857,209


$
3.09       2011

2010

2009Risk-free interest rate


2.8
%


2.7
%


2.7
%Weighted-average expected life (in years)


6.7



6.3



6.3Volatility factor


66
%


68
%


56
%Dividend yield










Weighted-average fair value

$
0.46


$
0.62


$
0.51    67




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   14.
    Stock-Based
    Compensation  (Continued)    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$ 0.38  1.18


5,402,860



9.4


$
0.80



276



874,781



7.6


$
1.01



(141
)2.10  3.97


116,374



1.2



2.35



(175
)


115,957



1.2



2.35



(174
)4.05  5.81


450,339



4.9



4.81



(1,786
)


444,054



4.8



4.82



(1,765
)6.27  8.57


426,800



2.9



7.11



(2,671
)


426,800



2.9



7.11



(2,671
)6,396,373



8.5


$
1.53


$
(4,356
)


1,861,592



5.5


$
3.40


$
(4,751
)       2011


2010


2009Weighted-





Weighted-





Weighted-Average





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueRestricted shares outstanding at July 1


73,751


$
2.09



110,718


$
2.86



555,574


$
3.79Granted


627,482



0.74



119,000



1.09



128,833



1.04Forfeited


(3,351
)


2.63



(24,331
)


4.59



(412,785
)


3.47Vested


(168,861
)


1.13



(131,636
)


1.37



(160,904
)


3.04Restricted shares outstanding at June 30


529,021


$
0.79



73,751


$
2.09



110,718


$
2.86  68




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   14.
    Stock-Based
    Compensation  (Continued)    RestrictedStock


StockOptions


Awards


Total2012

$
465


$
385


$
8502013


450







4502014


365







3652015


149







1492016


12







12Total

$
1,441


$
385


$
1,826Weighted-average vesting period (in years)


3.4



1.0



3.3   Employee Stock
    Purchase Plans
          2011

2010

2009Risk-free interest rate


0.2
%


0.3
%


1.6
%Weighted-average expected life (in years)


0.5



0.5



0.5Volatility factor


63
%


108
%


80
%Dividend yield










Weighted-average fair value

$
0.33


$
0.25


$
0.50  69




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   14.
    Stock-Based
    Compensation  (Continued)    15.
    401(k)
    Plan        16.
    Income
    Taxes    2011


2010


2009U.S.

$
(3,527
)

$
(153
)

$
(44,457
)Foreign


(4,772
)


(3,065
)


(15,025
)$
(8,299
)

$
(3,218
)

$
(59,482
)     2011


2010


2009Current:Federal

$
1


$
(1,053
)

$
(1,375
)State


104



56



192Foreign


451



439



42$
556


$
(558
)

$
(1,141
)Deferred:Federal

$
(52
)

$
(73
)

$
15,010State


(12
)


(17
)


3,028Foreign


(338
)


(404
)


(1,048
)$
(402
)

$
(494
)

$
16,990$
154


$
(1,052
)

$
15,849  70




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   16.
    Income
    Taxes  (Continued)    2011


2010


2009Provision at federal statutory rate

$
(2,905
)

$
(1,127
)

$
(20,819
)State income tax provision, net of federal effect


60



25



3,220Incremental U.S. taxes on earnings outside the U.S. and other
    foreign taxes


833



634



534French R&D tax credits


(338
)






Stock-based compensation


135



155



1,981Change in valuation allowance


(153
)


(906
)


18,908Change in indefinite reinvestment assertion on unremitted
    foreign earnings


2,409







Alternative minimum tax credit










(1,182
)Non-deductible portion of goodwill impairment charge










13,049Other


113



167



158$
154


$
(1,052
)

$
15,849     2011


2010Operating loss carryforwards

$
16,964


$
15,789Internet database development expenses


981



1,016Stock-based compensation


577



518HIpoints accrual


1,047



1,086Goodwill


1,080



1,321Accrued expenses


1,679



548Property, plant and equipment


2,075



1,387Other


1,071



1,565Gross deferred tax assets


25,474



23,230Valuation allowance


(22,149
)


(21,927
)3,325



1,303Other intangibles


(2,805
)


(3,319
)Unremitted foreign earnings


(2,409
)


Gross deferred tax liabilities


(5,214
)


(3,319
)Net deferred tax liabilities

$
(1,889
)

$
(2,016
)      71




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   16.
    Income
    Taxes  (Continued)        Balance, July 1, 2008

$
418Additions based on tax positions related to the current year


Additions for tax positions of prior years


3Reduction for tax positions of prior years


(353
)Balance, June 30, 2009

$
68Additions based on tax positions related to the current year


Additions for tax positions of prior years


46Reduction for tax positions of prior years


(24
)Balance, June 30, 2010

$
90Additions based on tax positions related to the current year


Additions for tax positions of prior years


17Reduction for tax positions of prior years


Balance, June 30, 2011

$
107        72




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   16.
    Income
    Taxes  (Continued)    17.
    Net Loss per
    Share    2011


2010


2009Numerator:Net loss used for calculating basic and diluted net loss per
    share of Common Stock

$
(8,453
)

$
(2,166
)

$
(75,331
)Denominator:Weighted average shares of Common Stock used in the calculation
    of basic net loss per share


54,566,590



54,089,971



53,547,670Dilutive effect of outstanding stock options and restricted stock










Shares used in the calculation of diluted net loss per share


54,566,590



54,089,971



53,547,670Net loss per share:Basic

$
(0.15
)

$
(0.04
)

$
(1.41
)Diluted

$
(0.15
)

$
(0.04
)

$
(1.41
)     18.
    Enterprise-Wide
    Disclosures  Non-U.S. market
   73




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   18.
    Enterprise-Wide
    Disclosures  (Continued)     74




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   18.
    Enterprise-Wide
    Disclosures  (Continued)    2011


2010


2009Revenue from servicesUnited States

$
92,885


$
96,942


$
112,821United Kingdom


22,864



28,398



32,454Canada


23,160



20,653



19,939Other European countries


21,755



17,554



14,536Asia


4,600



4,868



4,584Total revenue from services

$
165,264


$
168,415


$
184,334Operating income (loss)(1)United States

$
(2,298
)

$
2,371


$
(41,406
)United Kingdom


(4,371
)


(627
)


(3,431
)Canada


(1,330
)


(2,277
)


(5,539
)Other European countries


1,627



919



(5,048
)Asia


(615
)


(909
)


(1,025
)Total operating loss

$
(6,987
)

$
(523
)

$
(56,449
)Long-lived assetsUnited States

$
1,641


$
2,964


$
4,879United Kingdom


976



1,300



1,039Canada


431



1,093



1,693Other European countries


243



210



301Asia


156



59



103Total long-lived assets

$
3,447


$
5,626


$
8,015Deferred tax assets (liabilities)United States

$



$



$
United Kingdom










283Canada


(1,706
)


(1,709
)


(2,018
)Other European countries


(183
)


(307
)


(512
)Asia










Total deferred tax assets (liabilities)

$
(1,889
)

$
(2,016
)

$
(2,247
)     (1)
    
    Operating loss for fiscal 2009 included a $40,250 goodwill
    impairment charge. The charge was allocated to the
    Companys geographic locations, specifically, $28,888 to
    the United States, $3,315 to the United Kingdom, $2,435 to
    Canada, $4,873 to other European countries, and $739 to Asia.  19.
    Commitments and
    Contingencies   75




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   19.
    Commitments and
    Contingencies  (Continued)    Fiscal Years Ending June 30:2012

$
5,5072013


4,7182014


4,8802015


4,8572016


1,8582017 and thereafter


1,668     20.
    Legal
    Proceedings  Form 10-K,
  21.
    Related-Party
    Transactions  Angrisani
    Turnarounds, LLC
    
    ATLs agreement to provide Mr. Angrisani to serve as
    Interim Chief Executive Officer of the Company at a rate of $20
    per month (the Monthly Retainer) during the Service
    Period.
    Mr. Angrisanis agreement to perform the duties and
    responsibilities set forth in the Angrisani Employment Agreement
    (as defined below).
    The Companys agreement to pay ATL the Monthly Retainer
    through the month of November 2011 or for an additional three
    months following the termination date, whichever occurs later,
    if the Company terminates Mr. Angrisanis employment
    without cause, as defined in the Angrisani
    Employment Agreement, prior to June 30, 2012.
    The Companys agreement to pay ATL the Monthly Retainer
    through the month of November 2011 if Mr. Angrisani
    terminates his employment for good reason, as
    defined in the Angrisani Employment Agreement, prior to November
    2011. 76




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   21.
    Related-Party
    Transactions  (Continued)   
    Mr. Angrisanis agreement to be bound by certain
    non-competition obligations in the Angrisani Employment
    Agreement for the duration of each monthly period associated
    with a Monthly Retainer payment.
    The Companys option, in its sole discretion, to continue
    to pay the Monthly Retainer for a minimum of six months
    following the end of the Service Period, binding
    Mr. Angrisani to the non-competition obligations during
    such period.
    ATLs agreement to preserve the confidentiality of
    non-public confidential and proprietary information received in
    the course of the Service Period.
    The Companys ownership of work product created for the
    Company.
    Limitation of the Companys and ATLs liability.
    Arbitration of disputes.      Alix Partners
    LLP
    
    Alixs agreement to provide Ms. Rieger-Paganis to
    serve as interim Chief Financial Officer of the Company at an
    hourly rate plus
    out-of-pocket
    expenses;
    Alixs agreement to provide other consulting assistance to
    the Company at hourly rates dependent upon the particular
    consultant involved;
    payment by the Company of a retainer to Alix, refundable to the
    extent not earned;
    agreement of Alix to preserve the confidentiality of non-public
    confidential and proprietary information received in the course
    of the engagement;
    preservation of intellectual property rights of Alix in its
    methodologies, processes, and the like, and ownership by the
    Company of work product created specifically for the Company;
    agreement of the Company to provide specified insurance and to
    indemnify Alix under specified circumstances;
    ability of Alix or the Company to terminate the arrangement at
    will;
    limitation of Alix liability; and
    arbitration of disputes. 77




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   21.
    Related-Party
    Transactions  (Continued)       22.
    Supplemental Cash
    Flow Information    2011

2010

2009Interest

$
1,382


$
2,067


$
1,643Taxes

$
(55
)

$
(2,852
)

$
(621
)   23.
    Unaudited
    Quarterly Results of Operations  Form 10-K.
 78




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   23.
    Unaudited
    Quarterly Results of
    Operations  (Continued)    Three Months EndedSept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,2009


2009


2010


2010


2010


2010


2011


2011(In thousands, except per share data)Revenue from services(1)

$
38,935


$
44,629


$
41,203


$
43,648


$
37,015


$
44,940


$
38,087


$
45,223Operating expenses:Cost of services(1)


24,431



28,085



26,569



28,182



24,193



29,560



25,138



29,995Selling, general and administrative


12,962



13,849



13,829



13,694



12,564



12,312



12,870



14,188Depreciation and amortization


1,754



1,718



1,656



1,586



1,527



1,515



1,517



1,480Restructuring and other charges


148



383



92











679



448



4,266Total operating expenses


39,295



44,035



42,146



43,462



38,284



44,066



39,973



49,929Operating income (loss)


(360
)


594



(943
)


186



(1,269
)


874



(1,886
)


(4,706
)Interest and other income


(15
)


(12
)


(30
)


(1
)


(14
)


(8
)


(13
)


(12
)Loss on extinguishment of debt














724















Interest expense


537



499



524



469



470



316



285



289Income (loss) from operations before income taxes


(882
)


107



(1,437
)


(1,006
)


(1,725
)


566



(2,158
)


(4,983
)Provision (benefit) for income taxes


(249
)


(1,227
)


121



303



(388
)


223



177



142Net income (loss)

$
(633
)

$
1,334


$
(1,558
)

$
(1,309
)

$
(1,337
)

$
343


$
(2,335
)

$
(5,125
)Basic and diluted net income (loss) per share

$
(0.01
)

$
0.02


$
(0.03
)

$
(0.02
)

$
(0.02
)

$
0.01


$
(0.04
)

$
(0.09
)     (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.  24.
    Subsequent
    Events  Closure of
    Asian Operations
     79




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   24.
    Subsequent
    Events  (Continued)  Amendment
    Agreement and Waiver
          
    The Consolidated Interest Coverage Ratio and Consolidated Total
    Leverage Ratio covenants are suspended for the fiscal quarters
    ending September 30, 2011, December 31, 2011 and
    March 31, 2012. During each of those fiscal quarters, the
    Company is subject to a trailing twelve month adjusted EBITDA
    covenant of $4,548, $3,817 and $4,424, respectively.
    For fiscal quarters commencing on or after April 1, 2012,
    the Company will again be subject to the Consolidated Interest
    Coverage Ratio and Consolidated Total Leverage Ratio covenants
    contained in the Amended and Restated Credit Agreement.
    Cash paid to fund restructuring and other charges incurred on or
    before September 30, 2011 are limited to amounts agreed
    upon as contained in Amendment No. 2.
    The Company must maintain minimum global cash of $7,000 and
    U.S. cash of $1,000 through June 30, 2012, at which
    time the Company will again be subject to only a minimum global
    cash requirement of $5,000.  Future
    Liquidity Considerations
   80




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Years
    Ended June 30, 2011, 2010 and 2009
   Index to
    Financial Statement Schedules  Schedule II  Valuation Qualifying Accounts

85  81




---



##### 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
  Form 10-K
 82




---



##### Table of Contents



Form 10-K.
  Changes in
    Internal Control over Financial Reporting
    Item 9B.
    Other
    Information    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
  Item 11.
    Executive
    Compensation  Form 10-K   
 83




---



##### Table of Contents



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
    Accountant Fees and Services  Form 10-K 
  PART IV
  Item 15.
    Exhibit
    and Financial Statement Schedule  Financial
    Statements
  Form 10-K.
  Financial
    Statement Schedule
  Form 10-K.
  Exhibits
  Form 10-K
 84




---



##### Table of Contents



Schedule II
    Valuation and Qualifying Accounts(In thousands) Balance at

Additions

Deductions

BalanceBeginning

Charged to

Amounts

at Endof Period

Earnings

Written Off

of PeriodFiscal year ended June 30, 2009Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
482


$
381


$
84


$
779Deferred tax valuation allowance

$
1,289


$
22,878


$
618


$
23,549Fiscal year ended June 30, 2010Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
779


$
60


$
198


$
641Deferred tax valuation allowance

$
23,549


$
463


$
2,085


$
21,927Fiscal year ended June 30, 2011Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
641


$
546


$
605


$
582Deferred tax valuation allowance

$
21,927


$
1,307


$
1,085


$
22,149  85




---



##### Table of Contents



SIGNATURES       By:
    /s/  Eric
    W. Narowski    Interim Chief Financial Officer
      Name

Capacity

Date/s/  Al
    AngrisaniAl
    Angrisani

Interim Chief Executive Officer
    (Principal Executive Officer)

September 28, 2011/s/  Eric
    W. NarowskiEric
    W. Narowski

Interim Chief Financial Officer and Senior Vice President,
    Global Controller
    (Principal Financial and Accounting Officer)

September 28, 2011/s/  Marty
    BeardMarty
    Beard

Director

September 28, 2011/s/  David
    BrodskyDavid
    Brodsky

Director

September 28, 2011/s/  Steven
    L. FingerhoodSteven
    L. Fingerhood

Director

September 28, 2011/s/  Alan
    GouldAlan
    Gould

Director

September 28, 2011/s/  James
    R. RiedmanJames
    R. Riedman

Director

September 28, 2011/s/  Howard
    L. ShecterHoward
    L. Shecter

Director

September 28, 2011/s/  Antoine
    G. TreuilleAntoine
    G. Treuille

Director

September 28, 2011  86




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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

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
.4

Amendment to Share Purchase Agreement by and among the Company,
    2144798 Ontario Inc. and the former stockholders of Decima
    Research Inc. executed on January 25, 2009 and effective as
    of January 1, 2009 (filed as Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    filed January 29, 2009 and incorporated herein by
    reference).2
.5

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*

1999 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 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference).10
.1.4*

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
.1.5*

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
.1.6*

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). 87




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.1.7*

Form of Non-Qualified Stock Option Agreement  Grants
    After May 1, 2008 (filed as Exhibit 10.1.22 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.8*

Form of Restricted Stock Agreement  Director Grants
    After May, 1, 2008 (filed as Exhibit 10.1.24 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.9*

Form of Restricted Stock Agreement  Employee Grants
    After May 1, 2008 (filed as Exhibit 10.1.23 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.10*

Form of Restricted Stock Unit Agreement (Canadian employees)
    (filed as Exhibit 10.1.19 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.11*

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
.1.12*

Non-Qualified Stock Option Agreement (Time-Based Vesting)
    between the Company and Enzo Micali, dated as of May 15,
    2009 (filed as Exhibit 10.1.23 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.1.13*

Non-Qualified Stock Option Agreement (Time-Based Vesting)
    between the Company and Kimberly Till, dated as of
    October 21, 2008 (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.1.14*

Restricted Stock Agreement, dated as of June 7, 2011,
    between Harris Interactive Inc. and Al Angrisani (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    filed June 9, 2011 and incorporated herein by reference).10
.1.15*

Non-Qualified Stock Option Agreement, dated as of June 7,
    2011, between Harris Interactive Inc. and Al Angrisani (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed June 9, 2011 and incorporated herein by reference).10
.1.16*

Incentive Stock Option Agreement, dated as of June 7, 2011,
    between Harris Interactive Inc. and Al Angrisani (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed June 9, 2011 and incorporated herein by reference).10
.1.17*

Form of Non-Qualified Stock Option Agreement (2011
    Performance-Based Grants to Michael de Vere, Marc H. Levin, Todd
    Myers, Eric W. Narowski and certain other employees of the
    Company and its subsidiaries) (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*

2007 Employee Stock Purchase Plan of the Company, as amended
    (included as Appendix A to the Companys Definitive
    Proxy Statement on Schedule 14A filed September 14,
    2009 and incorporated herein by reference).10
.2.5*

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). 88




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.2.6*

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
.2.7*

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
.4.1*

Services Agreement, dated as of June 7, 2011, among Harris
    Interactive Inc., Angrisani Turnarounds, LLC, and Al Angrisani
    (filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    filed June 9, 2011 and incorporated herein by reference).10
.4.2*

Employment Agreement, dated as of June 7, 2011, between
    Harris Interactive Inc. and Al Angrisani (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed June 9, 2011 and incorporated herein by reference).10
.4.3*

Separation Agreement between the Company and David Bakken, dated
    March 30, 2009 (filed as Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.4*

Employment Agreement between the Company and Pavan Bhalla,
    effective as of October 11, 2010 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed October 4, 2010 and incorporated herein by reference).10
.4.5*

Employment Agreement Amendment 1 dated December 20, 2010
    between the Company and Pavan Bhalla (filed as Exhibit 10.2
    to the Companys Current Report on
    Form 8-K
    filed on December 21, 2010 and incorporated herein by
    reference).10
.4.6*

Separation Agreement between the Company and Pavan Bhalla,
    effective June 20, 2011 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed on June 21, 2011 and incorporated herein by
    reference).10
.4.7*

Separation Agreement between the Company and Dennis K. Bhame,
    dated March 16, 2009 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.8*

Employment Agreement between the Company and Robert J. Cox,
    effective as of June 1, 2009 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed on June 2, 2009 and incorporated herein by reference).10
.4.9*

Letter Agreement between the Company and Michael de Vere, dated
    January 3, 2011 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2010 and
    incorporated herein by reference).10
.4.10*

Letter Agreement between the Company and Frank E. Forkin, dated
    June 2, 2009 (filed as Exhibit 10.4.7 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.11*

Separation Agreement between the Company and Frank E. Forkin,
    dated March 5, 2010 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.12*

Letter Agreement between the Company and Patti B. Hoffman, dated
    May 11, 2009 (filed as Exhibit 10.4.8 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.13*

Compensation Arrangement for Executive Officer by and between
    the Company and Patti B. Hoffman (filed as Exhibit 10.5 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.14*

Modification to Compensation Arrangement for Executive Officer
    by and between the Company and Patti B. Hoffman (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2011 and
    incorporated herein by reference). 89




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.15*

Compensation Arrangement for Executive Officer by and between
    the Company and Marc H. Levin (filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.16*

Modification to Compensation Arrangement for Executive Officer
    by and between the Company and Marc H. Levin (filed as
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.17*

Modification to Compensation Arrangement for Executive Officer
    by and between the Company and Marc H. Levin (filed herewith).10
.4.18*

Letter Agreement between the Company and Enzo Micali, dated
    March 24, 2009 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.19*

Separation Agreement between the Company and Enzo Micali,
    effective June 24, 2011 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on June 24, 2011 and incorporated herein by
    reference).10
.4.20*

Letter Agreement between the Company and Todd Myers, dated
    November 2, 2009 (filed herewith).10
.4.21*

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
.4.22*

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
.4.23*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as Exhibit 10.2 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.4.24*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2009 and
    incorporated herein by reference).10
.4.25*

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
.4.26*

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
.4.27*

Employment Agreement Amendment 2 between the Company and Gregory
    T. Novak dated as of October 21, 2008 (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed October 22, 2008 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*

Employment Agreement between the Company and Robert Salvoni,
    dated May 15, 2009 (filed as Exhibit 10.4.15 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.31*

Letter Agreement between Harris Interactive UK Ltd and Robert
    Salvoni, dated May 9, 2009 (filed as Exhibit 10.4.23
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2010 and incorporated
    herein by reference). 90




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.32*

Compensation Arrangement for Executive Officer by and between
    the Company and Robert Salvoni (filed as Exhibit 10.2
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2009 and
    incorporated herein by reference).10
.4.33*

Compensation Arrangement for Executive Officer by and between
    the Company and Robert Salvoni (filed as Exhibit 10.2
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.34*

Provisions of Separation Agreement between Harris Interactive UK
    Limited and Robert Salvoni, dated February 4, 2011
    (filed as Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2011 and
    incorporated herein by reference).10
.4.35*

Separation Agreement with Stephan B. Sigaud (filed as
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2008 and
    incorporated herein by reference).10
.4.36*

Employment Agreement between the Company and George H.
    Terhanian, effective as of September 1, 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
.4.37*

Employment Agreement Amendment 1 between the Company and George
    H. Terhanian dated 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
.4.38*

Employment Agreement Amendment 2 dated December 16, 2008
    between the Company and George H. Terhanian (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.4.39*

Agreement between the Company and George Terhanian Regarding
    Post-Termination Obligations, dated as of September 28,
    2010 (filed as Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2010 and
    incorporated herein by reference).10
.4.40*

Employment Agreement between the Company and Kimberly Till,
    dated as of October 21, 2008 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.4.41*

Description of Bonus Arrangement by and between the Company and
    Kimberly Till (filed as Exhibit 10.3 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.4.42*

Description of Fiscal 2011 Bonus Arrangement by and between the
    Company and Kimberly Till (filed as Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2010 and
    incorporated herein by reference).10
.4.43*

Employment Agreement Amendment 1 dated December 20, 2010
    between the Company and Kimberly Till (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed December 21, 2010 and incorporated herein by
    reference).10
.4.44*

Separation Agreement between the Company and Kimberly Till,
    effective June 16, 2011 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on June 21, 2011 and incorporated herein by
    reference).10
.4.45*

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
.4.46*

Employment Agreement between the Company and David B. Vaden,
    effective 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
.4.47*

Employment Agreement Amendment 1 between the Company and David
    B. Vaden dated 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). 91




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.48*

Description of Salary and Bonus Arrangements with Executive
    Officers  Fiscal 2008 and 2009 (filed as
    Exhibit 10.4.59 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.4.49*

Description of Amended Terms of Corporate Bonus Plan and
    Business Unit Bonus Plan (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.4.50*

Description of Salary and Bonus Arrangements with Executive
    Officers and Terms of Bonus Plans  Fiscal 2010 (filed
    as Exhibit 10.4.28 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.51*

Description of Salary and Bonus Arrangements with Executive
    Officers, Terms of Fiscal 2011 Bonus Plan, and Fiscal 2010 Bonus
    Payouts to Executive Officers (filed as Exhibit 10.4.38 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.52*

Retention Bonus Agreement between the Company and Michael de
    Vere, dated August 22, 2011 (filed herewith).10
.4.53*

Retention Bonus Agreement between the Company and Marc H. Levin,
    dated August 22, 2011 (filed herewith).10
.4.54*

Retention Bonus Agreement between the Company and Todd Myers,
    dated August 22, 2011 (filed herewith).10
.4.55*

Retention Bonus Agreement between the Company and Eric W.
    Narowski, dated August 22, 2011 (filed herewith).10
.4.56*

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
.4.57*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of November 15, 2008 (filed as Exhibit 10.4.52 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.4.58*

Agreement with Steven L. Fingerhood dated June 4, 2008
    (filed as Exhibit 10.4.53 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.4.59*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of November 15, 2009 (filed as Exhibit 10.4.36 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).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). 92




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.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 as Exhibit 10.6.3 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.4

Fourth Amendment to Lease Agreement for 70 Carlson Road,
    Rochester, New York, between the Company and 100 Carlson Road
    LLC, dated September 23, 2008 (filed as Exhibit 10.6.3
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2008 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 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
.6.6

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
.6.7

First Addendum to Agreement of Sublease for 161 Avenue of the
    Americas, New York, New York between the Company and McCann
    Erickson Inc., dated as of May 13, 2010 (filed as
    Exhibit 10.6.7 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2010 and incorporated
    herein by reference).10
.6.8

Second Addendum to Agreement of Sublease for 161 Avenue of the
    Americas, New York, between the Company and McCann Erickson
    Inc., dated December 20, 2010 (filed as Exhibit 10.1
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2010 and
    incorporated herein by reference).10
.6.9

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
.6.10

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
.6.11

Second Amendment to Lease Agreement for 1920 Association Drive,
    Reston, Virginia, between the Company and Richard B. Wirthlin
    Family LLC, dated as of September 1, 2009 (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.6.12

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).10
.6.13

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
.6.14

Underlease for Watermans Park, High Street, Brentford (UK),
    among Crowvale Properties Limited, Max Factor Limited, and
    International Playtex Inc., dated June 27, 1985 (filed as
    Exhibit 10.6.10 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.15

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 as Exhibit 10.6.11 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference). 93




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.6.16

Agreement for Lease Relating to Vantage West, Great West Road,
    London, by and among the Company, Harris Interactive U.K.
    Limited, and UBS Global Asset Management (filed as
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.6.17

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
.6.18

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
.6.19

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 as
    Exhibit 10.6.14 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.20

Agreement of Sublease for 101 Merritt 7, Norwalk, Connecticut,
    between the Company and Verde Energy USA, Inc., dated as of
    September 10, 2010 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2010 and
    incorporated herein by reference).10
.6.21

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 as Exhibit 10.6.15 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.22

Ninth Amendment and Partial Surrender Agreement to Lease
    Agreement for 5 Independence Way, Princeton, New Jersey, between
    Bellemead Development Corporation and the Company, dated
    September 24, 2008, signed on or about October 27,
    2008, and effective December 31, 2008 (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2008 and
    incorporated herein by reference).10
.6.23

Tenth Amendment to Lease Agreement for 5 Independence Way,
    Princeton, New Jersey, between Bellemead Development Corporation
    and the Company, dated May 8, 2009, and effective
    January 1, 2009 (filed as Exhibit 10.6.18 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.6.24

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
.6.25

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
.6.26

Lease Agreement for Pepper Road, Hazel Grove, Stockport (UK),
    between Meggitt Properties and Harris Interactive UK Limited,
    dated November 29, 2010 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2010 and
    incorporated herein by reference).10
.6.27

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
.6.28

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 Exhibit 10.6.19 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference). 94




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.6.29

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 as
    Exhibit 10.6.20 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.30

Lease Agreement for 160 Elgin Street, Ottawa, Ontario (CAN),
    between 160 Elgin Leaseholds Inc. and Decima Research Inc.,
    dated January 19, 2006 (filed as Exhibit 10.6.21 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.31

Lease Agreement for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Stockton & Bush 2345 Limited and OSI Group
    Inc., dated May 1, 2002 (filed as Exhibit 10.6.22 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.32

Office License for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Decima Research Inc. and Westmount Decision Science
    Inc., dated September 1, 2007 (filed as
    Exhibit 10.6.23 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.33

Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated May 28, 2007 (filed as
    Exhibit 10.6.27 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.6.34

Tenancy Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated December 14, 2007 (filed as
    Exhibit 10.6.28 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.6.35

Supplemental Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated April 21, 2008 (filed as
    Exhibit 10.6.29 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.6.36

Lease Agreement for 39 Rue Crozatier, Paris, France, between
    Harris Interactive SAS and Sci Mera, dated July 29, 2011
    (filed herewith).10
.7.1

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 10.7 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.2

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
.7.3

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
.7.4

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
.7.5

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). 95




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.7.6

Waiver and Amendment Agreement Number 1 to that certain Credit
    Agreement, dated as of February 5, 2009, and effective as
    of December 31, 2008, among JPMorgan Chase Bank, National
    Association, the Lenders Party Thereto, and the Company,
    incorporating as Annex I thereto the Credit Agreement dated
    September 21, 2007, and amended as of December 31,
    2008 (filed as Exhibit 10.8 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.7

Waiver and Amendment Agreement No. 2 to that certain Credit
    Agreement, dated as of March 6, 2009, among JPMorgan Chase
    Bank, National Association, the Lenders Party Thereto, and the
    Company (filed as Exhibit 10.1 to the Companys
    Current Report on
    Form 8-K
    filed March 9, 2009 and incorporated herein by reference).10
.7.8

Waiver and Amendment Agreement No. 3 to that certain Credit
    Agreement, dated as of May 6, 2009, among JPMorgan Chase
    Bank, National Association, the Lenders Party Thereto, and the
    Company (filed as Exhibit 10.9 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.9

Amended and Restated Credit Agreement, dated June 30, 2010,
    among the Company, the Lenders party thereto, and JPMorgan Chase
    Bank, National Association, as Administrative Agent and Issuing
    Bank (filed as Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.10

Amended and Restated Master Guaranty, dated June 30, 2010,
    among Louis Harris & Associates, Inc., Wirthlin
    Worldwide, LLC, Harris Interactive International Inc., Harris
    International Asia, LLC, The Wirthlin Group International,
    L.L.C., and GSBC Ohio Corporation in favor of JPMorgan Chase
    Bank, National Association, as Administrative Agent for itself
    and the Lenders parties to the Amended and Restated Credit
    Agreement (filed as Exhibit 10.2 to the Companys
    Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.11

Amended and Restated Master Securities Pledge Agreement, dated
    June 30, 2010, among the Company, Louis Harris &
    Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive
    International Inc., Harris International Asia, LLC, The Wirthlin
    Group International, L.L.C., GSBC Ohio Corporation, and JPMorgan
    Chase Bank, National Association, as Administrative Agent for
    itself and the other Secured Parties, including the Lenders
    parties to the Amended and Restated Credit Agreement, and
    consented and agreed to by Harris Interactive Asia, LLC,
    Wirthlin UK Limited, Harris Interactive SAS, Harris Interactive
    AG, 2144798 Ontario, Inc., and Harris Interactive Asia
    (Holdings) Limited (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.12

Amended and Restated Master Security Agreement, dated
    June 30, 2010, among the Company, Louis Harris &
    Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive
    International Inc., Harris International Asia, LLC, The Wirthlin
    Group International, L.L.C., GSBC Ohio Corporation, and JPMorgan
    Chase Bank, National Association, as Administrative Agent for
    itself and the other Secured Parties, including the Lenders
    parties to the Amended and Restated Credit Agreement (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.13

Amendment to Interest Rate Swap Confirmation by and between the
    Company and JPMorgan Chase Bank, N.A., dated as of June 24,
    2010 (filed as Exhibit 10.7.13 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2010 and incorporated
    herein by reference).10
.7.14

Amendment Agreement No. 1 to that certain Amended and
    Restated Credit Agreement, dated as of August 27, 2010,
    among JPMorgan Chase Bank, National Association, as
    Administrative Agent for itself and the Lenders parties to the
    Amended and Restated Credit Agreement, and the Lenders parties
    thereto, and the Company (filed as Exhibit 10.7.14 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2010 and incorporated
    herein by reference). 96




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.7.15

Amendment Agreement No. 2 and Waiver, dated as of
    September 27, 2011, to that certain Amended and Restated
    Credit Agreement, dated as of June 30, 2010, among the
    Company, JPMorgan Chase Bank, N.A., as Administrative Agent and
    Issuing Bank, and the Lenders party thereto, as amended by
    Amendment Agreement No. 1, dated as of August 27, 2010
    (filed as Exhibit 10.1 to the Companys Current Report
    on
    Form 8-K
    filed September 28, 2011 and incorporated herein by
    reference).10
.9*

Agreement dated December 16, 2008 between the Company and
    Alix Partners LLP (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.11

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).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 97