##### Table of Contents





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

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF
    1934For the fiscal year ended June 30,
    2009oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION FILE NUMBER:
    000-27577
      HARRIS INTERACTIVE
    INC.
 (Exact Name of Registrant as
    Specified in its Charter)
  DELAWARE

16-1538028(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)60 Corporate Woods,
    Rochester, New York(Address of principal
    executive offices)

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

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

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-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




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##### 





HARRIS
    INTERACTIVE INC.
  FORM 10-K
  FOR THE FISCAL
    YEAR ENDED JUNE 30, 2009
  INDEX
   
 PagePart I:Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995


3Item 1:

Business


3Item 1A:

Risk Factors


12Item 1B:

Unresolved Staff Comments


18Item 2:

Properties


18Item 3:

Legal Proceedings


19Item 4:

Submission of Matters to a Vote of Security
    Holders


19Part II:Item 5:

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


20Item 6:

Selected Financial Data


22Item 7:

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


23Item 7A:

Quantitative and Qualitative Disclosures About
    Market Risk


43Item 8:

Financial Statements and Supplementary Data


45Item 9:

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


92Item 9A:

Controls and Procedures


92Item 9B:

Other Information


93Part III:Item 10:

Directors, Executive Officers and Corporate
    Governance


93Item 11:

Executive Compensation


93Item 12:

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


94Item 13:

Certain Relationships and Related Transactions,
    and Director Independence


94Item 14:

Principal Accountant Fees and Services


94Part IV:Item 15:

Exhibits and Financial Statement Schedules


94Signatures


96EX-10.1.23EX-10.4.7EX-10.4.8EX-10.4.15EX-10.4.28EX-10.4.36EX-10.6.18EX-10.6.27EX-10.6.28EX-10.6.29EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I Safe
    Harbor Statement Under the Private Securities Litigation
    Reform Act of 1995  Form 10-K Form 10-K Form 10-K
  Item 1.
    Business  ® The Harris
    Poll ® Form 10-K
  Corporate
    Overview
  The Harris Poll
    Mergers,
    Acquisitions and Sale of Business
    
    February 1996  all of the stock of Louis Harris and
    Associates, Inc., headquartered in New York, 3




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##### Table of Contents




    February 2001  the custom research division of
    Yankelovich Partners, Inc., headquartered in Norwalk,
    Connecticut,
    August 2001  all of the capital stock of Market
    Research Solutions Limited, a privately-owned U.K. company
    headquartered in Oxford, England,
    September 2001  all of the capital stock of M&A
    Create Limited, a privately-owned company headquartered in
    Tokyo, Japan,
    November 2001  all of the capital stock of Total
    Research Corporation, a Delaware corporation headquartered in
    Princeton, New Jersey,
    March 2004  all of the capital stock of Novatris,
    S.A. (Novatris), a share corporation organized and
    existing under the laws of France,
    September 2004  all of the capital stock of Wirthlin
    Worldwide, Inc. (Wirthlin), a privately-held
    California corporation headquartered in Reston, Virginia,
    April 2007  all of the capital stock of MediaTransfer
    AG Netresearch & Consulting
    (MediaTransfer), a privately-held German stock
    corporation headquartered in Hamburg, Germany,
    August 2007  all of the capital stock of Decima
    Research Inc. (Decima), a corporation incorporated
    in Ontario, Canada, and
    August 2007  all of the capital stock of Marketshare
    Limited, a company incorporated under the laws of Hong Kong, and
    Marketshare Pte Ltd, a company incorporated under the laws of
    Singapore (collectively, Marketshare).    Business
    Overview
      
    Business and Industrial, which includes the automotive,
    transportation, travel, tourism, energy and professional
    services sectors,
    Consumer Goods, which includes the restaurant and retail sectors,
    Financial Services,
    Healthcare,
    Public Affairs and Policy, which includes public relations and
    associations, and
    Technology, Media and Telecommunications.    
    Market Assessment,
    Product Development, 4




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##### Table of Contents




    Brand and Communications,
    Reputation Management,
    Stakeholder Relationships, and
    Youth and Education.    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 group meetings, personal
    interviews, or any combination thereof), sampling scheme (the
    demographics and number of people to be surveyed) and survey
    design or focus group protocol.
    Data Collection Field data collection is
    conducted through computer-aided 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 accurate and that the correct number and type of interviews
    have been completed.
    Weighting, Analysis and Reporting We review
    the collected data for sufficiency and completeness, weight the
    data accordingly, and then analyze by desired demographic,
    business or industry characteristics. A comprehensive report
    that typically includes recommendations is then prepared and
    delivered to the client.    Tracking Study
    Research
    
    Measure, sustain and improve customer loyalty,
    Gather market and customer intelligence relative to the brand
    and category,
    Detect emerging market trends
    and/or
    potential competitive threats, 5




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##### Table of Contents




    Assess the impact of marketing on customer behaviors and
    attitudes, and
    Identify opportunities for growth.  Service Bureau
    Research
    Research and
    Development
  Accounting for Research and Development Costs.
  Our Intellectual
    Property and Other Proprietary Rights
      
    A system to conduct research via build your own
    product/pricing configurations over a network, and
    Shelf
    Impact(SM) 

    a system for evaluating the impact of package design and shelf
    placement for store shelf products using extremely short
    duration image exposure.      Seasonality
  Form 10-K.
   6




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##### Table of Contents



Our
    Clients
    Our
    Competition
      
    Our Highly Skilled Employees many of
    whom are recognized by their peers as leaders in the field of
    market research, or in the particular vertical markets in which
    they specialize.
    Our Strong Brand we believe that Harris
    Interactive and The Harris Pollare two of the best known
    and most trusted names for U.S. market research and public
    opinion polling today. We have now expanded The Harris Pollinto the United Kingdom and throughout Europe, and expect to
    continue our relationships with The Financial Times(London), International Herald Tribuneand France 24
    (Paris), in order to raise awareness of the Harris Interactive
    brand on a global scale.
    Our Online Panel  our online panel consists of
    millions of individuals from around the world who have
    voluntarily agreed to participate in our various online research
    studies. This large and diverse panel enables us to:  
    accurately project results to large segments of the population,
    such as all U.S. voters or all British
    adults,
    conduct a broad range of studies across a wide set of industries,
    rapidly survey very large numbers of the general
    population, and
    accurately survey certain low-incidence,
    hard-to-find
    subjects.  
    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
    can also be used to analyze markets, develop new products and
    services, create
    and/or
    measure brand positioning and awareness and measure
    and/or
    improve customer loyalty.
    Our Technology Enablers Our technology
    enablers include:  
    Exposition tools, including Vision Trace and Online Shelf
    Test. Vision Traceis based on the scientifically
    validated Focus Window method and allows us to record and
    evaluate the flow of attention. Online Shelf Testallows
    for the simulation of a shopping situation and measures related
    aspects including attention/consideration, decision-making and
    influence of marketing/communication. 7




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##### Table of Contents




    A global synchronized research platform, known as
    GlobalSynch, which integrates data collected via multiple
    modes into one database.
    A text mining solution, known as Harris Interactive Text
    Analytics, which integrates the leading text mining technology
    from Clarabridge and proprietary advanced analytics to map
    market trends. The solution is intended for use by any company
    or organization that wants to integrate the many sources of
    information available about its market to optimize investment in
    market research dollars, and produce better trend forecasting.
    The
    ViewPortSM

    Pro reporting tool, which offers a complete suite of
    web-based, decision-support tools providing access to critical
    business intelligence in real time. ViewPort Pro simplifies
    information retrieval for CEOs, research analysts, account
    managers, and other stakeholders with its intuitive interface.
    The set of report tools provides personalized templates and
    fully customizable reports.  
    Our Dedication to Customer Satisfaction which
    has helped us to retain our clients and continually improve the
    quality of services that we deliver. We evaluate all of our
    professional research staff on customer satisfaction scores, and
    their bonus compensation is also tied in part to those customer
    satisfaction levels. At June 30, 2009, our worldwide
    overall satisfaction rating stood at 8.9, compared with 8.3 at
    June 30, 2008, both on a ten point scale. Maintaining high
    levels of customer satisfaction helps us to:  
    identify and rapidly respond to changing client needs,
    increase the loyalty of our clients and generate greater
    lifetime value from them, and
    improve our margins by dampening price sensitivity.  Financial
    Information about Geographic Areas
  Non-U.S. market non-U.S. businesses
     8




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##### Table of Contents



2009


2008


2007Revenue from servicesUnited States

$
112,821


$
152,894


$
159,843United Kingdom


32,454



43,771



43,655Canada


19,939



24,628



Other European countries


14,536



14,910



8,305Asia


4,584



2,520



Total revenue from services

$
184,334


$
238,723


$
211,803Operating income (loss)(1)(2)United States

$
(41,406
)

$
(54,492
)

$
9,802United Kingdom


(3,431
)


(9,015
)


2,748Canada


(5,539
)


(7,366
)


Other European countries


(5,048
)


(10,914
)


(14
)Asia


(1,025
)


(2,784
)


(219
)Total operating income (loss)

$
(56,449
)

$
(84,571
)

$
12,317Long-lived assetsUnited States

$
4,879


$
6,733


$
7,298Canada


1,693



2,858



United Kingdom


1,039



1,812



2,261Other European countries


301



340



343Asia


103



210



Total long-lived assets

$
8,015


$
11,953


$
9,902Deferred tax assets (liabilities)United States

$



$
18,218


$
17,064Canada


(2,018
)


(3,191
)


United Kingdom


283



347



318Other European countries


(512
)


(844
)


(859
)Asia










Total deferred tax assets (liabilities)

$
(2,247
)

$
14,530


$
16,523     (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.(2)
    
    Operating loss for fiscal 2008 included a $86,497 goodwill
    impairment charge. The charge was allocated to our geographic
    locations, specifically, $58,376 to the United States, $9,472 to
    the United Kingdom, $5,921 to Canada, $11,150 to other European
    countries, and $1,578 to Asia.  non-U.S. operations.
  non-U.S. operations.
 9




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##### Table of Contents



Backlog
    Employees
      Executive
    Officers of Harris Interactive
    Name

Age

PositionKimberly Till


53


President and Chief Executive OfficerRobert J. Cox


43


Executive Vice President, Chief Financial Officer and TreasurerFrank E. Forkin


47


President, North America Client ServicesPatti B. Hoffman


60


Interim Head of Human ResourcesEnzo Micali


50


Global Executive Vice President, Technology and OperationsEric W. Narowski


40


Principal Accounting Officer and Senior Vice President, Global
    ControllerRobert Salvoni


44


Managing Director, EuropeGeorge H. Terhanian, PhD


45


President, Global Solutions   Kimberly Till
  Robert J. Cox
 10




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##### Table of Contents



Frank E. Forkin
  Patti B. Hoffman
  Enzo Micali business-to-business
  Eric W. Narowski
  Robert Salvoni
  George H. Terhanian, Ph.D.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
 11




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##### Table of Contents



Form 10-K.
  1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Factors That May
    Affect Future Performance.
    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
 12




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##### Table of Contents



sub-panel
  We face
    competitive pressures within our industry and must continuously
    replace completed work with new projects.
  and/or
    Our
    outstanding debt obligations could impact our financial
    condition or future operating results.
        A breach of
    our Internet security measures, security concerns, or liability
    arising from the use of the personal information of our Internet
    panel, could adversely affect our business.
     13




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##### Table of Contents



We must
    continue to attract and retain highly skilled
    employees.
    If our new
    senior management team is unsuccessful in rebuilding our
    business, it could have an adverse impact on our revenues,
    operations, results, or stock value.
    We may require
    additional cash resources which may not be available on
    favorable terms or at all.
      Our
    international operations expose us to a variety of operational
    risks which could negatively impact our future revenue and
    growth.
   14




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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 or the Internet
    backbone could harm our business.
   15




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##### Table of Contents



Risks Related to
    Our Common Stock
  Our business
    may be harmed if we cannot maintain our listing on the Nasdaq
    Global Select Stock Market.
      
    minimum $10,000 stockholders equity,
    minimum 750,000 publicly traded shares,
    minimum $5,000 market value of publicly held shares,
    $1.00 per share minimum bid price, and
    two registered and active market makers.     16




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##### Table of Contents



over-the-counter over-the-counter
  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
  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.
   17




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##### Table of Contents



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;
    New York, New York;
    Princeton, New Jersey;
    Norwalk, Connecticut;
    Reston, Virginia;
    Minneapolis, Minnesota;
    Ann Arbor, Grand Rapids and Rochester, Michigan;
    Portland, Oregon;
    Claremont, California;
    Washington, District of Columbia;
    Brentford, Hazel Grove and Maidenhead, United Kingdom;
    Ottawa and Toronto, Ontario; 18




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##### Table of Contents




    Montreal, Quebec;
    Paris, France;
    Hamburg, Germany;
    Hong Kong and Shanghai, China; and
    Singapore.      RemainingLease ObligationAddress

Location

Termination Date

June 30, 200940-52
    Watermans Park

Brentford, United Kingdom

June 2010

$
429135 Corporate Woods

Rochester, New York

June 2010


332Pepper Road

Hazel Grove, United Kingdom

July 2010


192Vanwall Road

Maidenhead, United Kingdom

July 2010


178BTC Beim Strohause 31

Hamburg, Germany

August 2010


29570 Carlson Road

Rochester, New York

November 2009


114161 Avenue of the Americas

New York, New York

April 2012


1,9272345 Yonge Street

Toronto, Ontario

May 2012


450101 Merritt 7

Norwalk, Connecticut

May 2015


2,04260 Corporate Woods

Rochester, New York

July 2015


8,045463 Lockhart Road, Causeway Bay

Hong Kong, China

September 2015


897160 Elgin

Ottawa, Ontario

February 2016


3,0101080 Beaver Hall Hill

Montreal, Quebec

April 2016


1,2125 Independence Way

Princeton, New Jersey

December 2018


4,329   Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   19




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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 2009


Fiscal 2008High


Low


High


LowQuarter Ended:June 30

$
0.52


$
0.24


$
2.80


$
1.80March 31


0.67



0.15



4.33



2.15December 31


1.78



0.45



4.77



3.86September 30


1.98



1.27



5.55



3.67   Holders
    Dividends
    Issuer Purchases
    of Equity Securities
   20




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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
  
  6/04


6/05


6/06


6/07


6/08


6/09Harris Interactive Inc.



100.00




72.47




84.82




79.61




29.91




6.10NASDAQ Composite



100.00




101.09




109.49




132.47




117.33




92.91S&P Smallcap 600



100.00




113.45




129.25




149.98




127.98




95.58Peer Group



100.00




104.45




127.03




157.04




111.06




77.85   6/30/04 ©
  The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
   21




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
 For the Years Ended June 30,2009


2008


2007


2006


2005(In thousands, except share and per share amounts)Statement of Operations Data:Revenue from services

$
184,334


$
238,723


$
211,803


$
212,184


$
193,635Operating expenses:Cost of services(1)


115,235



140,578



122,052



122,148



103,269Selling, general and administrative(1)


65,678



83,084



72,590



69,934



74,274Depreciation and amortization


7,610



8,526



5,295



5,961



6,230Gain on sale of assets










(788
)






Restructuring and other charges


12,010



4,609



337



250



1,132Goodwill impairment charge


40,250



86,497











Total operating expenses


240,783



323,294



199,486



198,293



184,905Operating income (loss)


(56,449
)


(84,571
)


12,317



13,891



8,730Interest and other income


400



1,119



2,246



1,534



742Interest expense


(3,433
)


(1,951
)


(290
)


(20
)


(150
)Income (loss) from continuing operations before income taxes


(59,482
)


(85,403
)


14,273



15,405



9,322Provision (benefit) for income taxes


15,849



(661
)


5,319



6,205



4,978Income (loss) from continuing operations


(75,331
)


(84,742
)


8,954



9,200



4,344Income (loss) from discontinued operations, net of tax






124



122



260



(2,761
)Net income (loss) available to holders of common stock

$
(75,331
)

$
(84,618
)

$
9,076


$
9,460


$
1,583Basic net income (loss) per share(*):Continuing operations

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15


$
0.07Discontinued operations






0.00



0.00



0.00



(0.05
)Basic net income (loss) per share

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15


$
0.03Diluted net income (loss) per share(*):Continuing operations

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15


$
0.07Discontinued operations






0.00



0.00



0.00



(0.05
)Diluted net income (loss) per share

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15


$
0.03Weighted-average shares outstanding  basic


53,547,670



52,861,354



56,133,355



61,511,031



60,264,152Weighted-average shares outstanding  diluted


53,547,670



52,861,354



56,397,600



61,685,777



61,238,064 22




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##### Table of Contents



For the Years Ended June 30,2009


2008


2007


2006


2005(In thousands, except share and per share amounts)Balance Sheet Data:Cash and cash equivalents

$
16,752


$
32,874


$
28,911


$
11,465


$
13,118Marketable securities

$
1,010


$



$
4,418


$
45,145


$
23,392Working capital

$
10,778


$
32,489


$
22,046


$
62,026


$
46,426Total assets

$
84,527


$
187,049


$
242,038


$
256,923


$
241,829Short-term borrowings

$



$



$
19,625


$



$
Long-term borrowings

$
22,506


$
29,431


$



$



$
Total stockholders equity

$
18,123


$
98,636


$
172,356


$
203,644


$
194,164     (*)
    
    Figures may not add due to rounding(1)
    
    Amounts for fiscal year 2005 are not directly comparable to
    subsequent fiscal years, as a result of our adoption of
    SFAS No. 123(R) using the modified prospective method.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Note:
  Overview
    
    restructuring the Company to better align our cost structure
    with expected revenue, by proactively taking the actions
    described below under Restructuring and Other
    Charges, which took nearly $22,000 in annualized costs out
    of the business, approximately $6,000 (on an annualized basis)
    of which we anticipate will be re-invested in talent during
    fiscal 2010 to support our key strategic initiatives,
    renegotiating our credit agreement to keep our term loans in
    place and provide a $5,000 line of credit to meet short-term
    working capital needs,
    creating a new integrated research and selling organization that
    better serves our clients,
    forming global centers of excellence to better develop and
    deliver products and solutions into the marketplace, and
    continuing recruitment initiatives to attract top talent to
    augment the strong talent already at the Company.  Inside Research
  Goodwill
    Impairment Charges
  Fiscal
    2009
   23




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##### Table of Contents




    operating losses in our 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 our
    consolidated financial statements included in this
    Form 10-K,
    a 62% decline in our 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 our per
    share stock price as of market close on December 31, 2008,
    was below the carrying value of our reporting units net
    assets at that date.        Fiscal
    2008
     24




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##### Table of Contents



Income Tax
    Valuation Allowance
    Restructuring and
    Other Charges
  Restructuring
  Fiscal
    2009
             25




---



##### Table of Contents



Fiscal
    2008
                Fiscal
    2007
   26




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##### Table of Contents



Other
    Charges
    
    Contractually obligated payments to former executives In connection with their departures during
    fiscal 2009, Gregory T. Novak, Ronald E. Salluzzo and David B.
    Vaden became entitled to certain contractually obligated
    payments, all of which are cash payments. These cash payments
    will be completed in December 2010, December 2009 and February
    2010, respectively.  Form 10-K.
  
    Performance improvement consultant fees We
    retained a consulting firm to assist with performance
    improvement initiatives, bank negotiations and interim CFO
    services and incurred fees for services rendered during fiscal
    2009.
    Cost of reviewing strategic alternatives During fiscal 2008, we incurred legal,
    accounting, banking and other costs in connection with a
    decision by our Board of Directors to investigate strategic
    alternatives available to the Company. After retaining an
    investment bank to assist with this process and considering the
    results of the investigations, the Board determined that it was
    in the best interests of our stockholders to discontinue the
    process.
    Bank negotiation legal fees During fiscal
    2009, we incurred legal fees in connection with the negotiation
    of the amendments to our credit agreement.
    Other Included in Other is the
    bad debt expense for a note receivable, for which collectability
    has become doubtful, and recruitment fees for senior executives
    during fiscal 2009.  Form 10-K.
  Critical
    Accounting Policies and Estimates
    
    Revenue recognition,
    Impairment of goodwill and other intangible assets,
    Impairment of long-lived assets,
    Income taxes, 27




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##### Table of Contents




    Stock-based compensation,
    HIpoints loyalty program, and
    Contingencies and other accruals.    Revenue
    Recognition
        Impairment of
    Goodwill and Other Intangible Assets
  Goodwill and Other Intangible
    Assets non-amortizable
    
    Significant under-performance relative to historical or
    projected future operating results;
    Significant changes in the manner of our use of acquired assets
    or the strategy for our overall business;
    Significant negative industry or economic trends;
    Significant decline in our stock price for a sustained
    period; and 28




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##### Table of Contents




    Significant decline in our market capitalization relative to net
    book value.      Impairment of
    Long-Lived Assets
  Accounting for the
    Impairment or Disposal 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. 29




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##### Table of Contents




    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
  Accounting for
    Income Taxes.
    Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
  Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation.
   30




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##### Table of Contents




    Expected volatility based on historical
    volatilities from daily share price observations for our stock
    covering a period commensurate with the expected term of the
    options granted.
    Expected life of the option based on the
    vesting terms of the respective option and a contractual life of
    ten years, calculated using the simplified method as
    allowed by Staff Accounting Bulletin No. 110,
    Share-Based Payment.
    Risk-free rate based on the implied yield
    available at the time the options were granted on
    U.S. Treasury zero coupon issues with a remaining term
    equal to the expected life of the option when granted.
    Dividend yield based on our historical
    practice of electing not to pay dividends to our shareholders.  Form 10-K.
    HIpoints
    Loyalty Program
      Contingencies
    and Other Accruals
   31




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##### Table of Contents



Explanation of
    Key Financial Statement Captions
  Revenue from
    Services
      
    Custom Research including, but not limited
    to, customer satisfaction surveys, market share studies, new
    product introduction studies, brand recognition studies,
    reputation studies and ad concept testing.
    Tracking Studies studies that regularly ask
    identical questions to similar demographic groups within a
    constant interval (once a month, once a quarter, etc.) to feed
    business decision-makers with dynamic data and intelligence.
    Service-Bureau Research HISB provides data
    collection services primarily for other market research firms.  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. Labor costs are specifically
    allocated to the projects they relate to. We utilize a
    timekeeping system, which tracks the time of project personnel
    as incurred for each specific revenue-generating project.
    Panelist Incentives Our panelists receive
    both cash and non-cash incentives (through programs such as our
    HIpoints loyalty program) for participating in our surveys. We
    award cash incentives to our panelists for participating in
    surveys, which are earned when we receive a timely and complete
    survey response. Non-cash incentives in the form of points are
    awarded to market survey respondents who register for our online
    panel, complete online surveys and refer others to join our
    online panel. The earned points are non-transferable and may be
    redeemed for gifts from a specific product folio at any time
    prior to their expiration.
    Data Processing We manage the processing of
    survey data using our own employees. We also engage third-party
    suppliers to perform data processing on an as-needed basis.
    Other Direct Costs Other direct costs include
    direct purchases, principally labor and materials, related to
    data collection and analysis, and the amortization of software
    developed for internal use.  Selling,
    General and Administrative
    
    payroll and related costs, including commissions, for sales and
    marketing professionals, 32




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##### Table of Contents




    payroll and related costs for staff in the areas of finance,
    human resources, information technology 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.  Provision for
    Income Taxes
    Results of
    Operations
    2009


%


2008


%


2007


%Revenue from services

$
184,334



100.0
%

$
238,723



100.0
%

$
211,803



100.0
%Operating expenses:Cost of services


115,235



62.5



140,578



58.9



122,052



57.6Selling, general and administrative


65,678



35.6



83,084



34.8



72,590



34.3Depreciation and amortization


7,610



4.1



8,526



3.6



5,295



2.5Gain on sale of assets


















(788
)


(0.4
)Restructuring and other charges


12,010



6.5



4,609



1.9



337



0.2Goodwill impairment charge


40,250



21.8



86,497



36.2







Operating income (loss)


(56,449
)


(30.6
)


(84,571
)


(35.4
)


12,317



5.8Interest and other income


400



0.2



1,119



0.5



2,246



1.1Interest expense


(3,433
)


(1.9
)


(1,951
)


(0.8
)


(290
)


(0.1
)Income (loss) from continuing operations before taxes


(59,482
)


(32.3
)


(85,403
)


(35.8
)


14,273



6.7Provision (benefit) for income taxes


15,849



8.6



(661
)


(0.3
)


5,319



2.5Income (loss) from continuing operations


(75,331
)


(40.9
)


(84,742
)


(35.5
)


8,954



4.2Income from discontinued operations, net of tax










124



0.1



122



0.1Net income (loss)

$
(75,331
)


(40.9
)

$
(84,618
)


(35.4
)

$
9,076



4.3     Fiscal Year
    Ended June 30, 2009 Versus Fiscal Year Ended June 30,
    2008
  Revenue from services.
 33




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##### Table of Contents




    Revenue from U.S. operations of $112,821, down 26.2%
    compared with $152,894 for fiscal 2008. The decline in
    U.S. revenue was largely the result of the adverse
    macroeconomic trends discussed above under Risks Related
    to Our Business, which have resulted in revenue declines
    across the majority of our U.S. research groups compared
    with fiscal 2008.
    Revenue from Canadian operations of $19,939, down 19.0% compared
    with $24,628 for fiscal 2008. The decrease in Canadian revenue
    was principally driven by a $2,979 negative foreign exchange
    rate impact on fiscal 2009 Canadian revenue compared with fiscal
    2008, as well as decreases in the research budgets at several of
    our Canadian units key clients. On a local currency basis,
    Canadian revenue decreased by 5.9% compared with fiscal 2008.    
    Revenue from U.K. operations of $32,454, down 25.9% compared
    with $43,771 for fiscal 2008. U.K. revenue for fiscal 2009
    included an $8,001 negative foreign exchange rate impact, which
    principally drove the decrease in U.K. revenue from fiscal 2008.
    The decrease in U.K. revenue was also impacted by the adverse
    macroeconomic trends discussed above under Risks Related
    to Our Business. On a local currency basis, U.K. revenue
    decreased by 7.5% compared with fiscal 2008.
    Revenue from French operations of $8,535, up 9.1% compared with
    $7,823 for fiscal 2008. French revenue for fiscal 2009 included
    a $704 negative foreign exchange rate impact compared with
    fiscal 2008. On a local currency basis, French revenue increased
    by 18.0% compared with fiscal 2008. The increase in French
    revenue was principally driven by growth within the Healthcare
    and Consumer research groups.
    Revenue from German operations of $6,001, down 15.3% compared
    with $7,087 for fiscal 2008. German revenue for fiscal 2009
    included a $423 negative foreign exchange rate impact compared
    with fiscal 2008. On a local currency basis, German revenue
    decreased by 12.6% compared with fiscal 2008. The decrease in
    German revenue was principally driven by decreases in the
    research budgets at several of our German units key
    clients.    Cost of services.
  Selling, general and
    administrative.
 34




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##### Table of Contents




    a $9,548 decrease in payroll-related expense, driven by
    headcount reductions taken throughout this fiscal year,
    a $2,126 decrease in stock-based compensation expense, driven by
    the departures of several senior executives from the prior
    management team throughout this fiscal year,
    a $1,965 decrease in travel expense, driven by our continued
    focus on controlling these costs, and
    a $942 decrease in office rent, driven by space reductions taken
    during fiscal 2008 and 2009.    Depreciation and
    amortization.
  Restructuring and other charges.
  Goodwill impairment charge.
  Interest and other income.
  Interest expense.
  Income taxes.
  Fiscal Year
    Ended June 30, 2008 Versus Fiscal Year Ended June 30,
    2007
  Revenue from services.
 35




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##### Table of Contents




    $152,894 from U.S. operations, down 4.3% compared with
    $159,843 for fiscal 2007. The decrease in U.S. revenue was
    impacted by revenue declines in the following industry groups:  
    Healthcare, as a result of budget cuts in the pharmaceutical
    industry as well as the replacement of industry team
    leadership, and
    Emerging and General Markets, as a result of this groups
    transition to new sales leadership during the fiscal year.  
    $24,628 from Canadian operations, all of which was attributable
    to our August 2007 acquisition of Decima.    
    $43,771 from our U.K. operations, essentially flat when compared
    with $43,655 for fiscal 2007, and
    $14,910 from our French and German operations, compared with
    $8,305 from those operations for fiscal 2007. The increase in
    revenue from these operations was principally the result of our
    April 2007 acquisition of MediaTransfer, which contributed
    $5,262 in incremental revenue in fiscal 2008.    Cost of services.
  Selling, general and
    administrative.
  Depreciation and
    amortization.
  Gain on sale of assets.
  Restructuring and other charges.
  Goodwill impairment charge.
  Interest and other income.
 36




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##### Table of Contents



Interest expense.
  Income taxes. Form 10-K.
  Significant
    Factors Affecting Company Performance
  Our Revenue
    Mix
  65-75%
  Our Ability to
    Measure Our Performance
   37




---



##### Table of Contents



Q1


Q2


Q3


Q4


Q1


Q2


Q3


Q4FY2008


FY2008


FY2008


FY2008


FY2009


FY2009


FY2009


FY2009Cash & marketable securities

$
24.1


$
33.3


$
31.2


$
32.9


$
25.2


$
26.1


$
16.9


$
17.8Bookings

$
50.8


$
68.2


$
61.3


$
53.3


$
43.5


$
48.6


$
37.9


$
36.3Ending sales backlog

$
67.4


$
72.8


$
76.9


$
66.8


$
60.1


$
58.0


$
56.0


$
48.8     Bookings
      Ending Sales Backlog
      Liquidity and
    Capital Resources
  Cash and Cash
    Equivalents
    2009


2008


2007Net cash provided by (used in) operating activities

$
(4,334
)

$
17,972


$
16,639Net cash provided by (used in) investing activities


(2,256
)


(20,813
)


28,800Net cash provided by (used in) financing activities


(8,015
)


6,436



(28,251
)  38




---



##### Table of Contents



Net cash provided by (used in) operating
    activities.
    Net cash provided by (used in) investing
    activities.
    Net cash provided by (used in) financing
    activities.
    Working
    Capital
     39




---



##### Table of Contents



Inside Research
    Credit
    Facilities
  30-day 60-day
   40




---



##### Table of Contents



The Credit
    Agreement
    2007 Credit Agreement


With AmendmentsAvailability:$25,000 Revolving Line


$5,000 Revolving Line Up to $10,000 of Revolving Line may be used to back
    Letters of Credit


 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 $25,000 Revolving Line increased availability at
    Lender discretion


 The Revolving Line may be used to back
    Letters of Credit$12,000 Term Loan A


 No Revolving Line increased availability
    at Lender discretion$19,825 Term Loan B


Term Loan A  unchanged$2,900 Term Loan C


Term Loan B and C  consolidated but otherwise
    unchanged$28,275 Term Loan additional availability at Company discretion


No additional Term Loan availability at Company discretionInterest:Company option:


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


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


OR LIBOR plus spread ranging between 0.625% and 1%,
    based upon leverage ratio


 LIBOR plus 4% under First Amendment and
    5% under Second AmendmentThe Company elected LIBOR option for Term Loans, and entered
    into interest swap agreement fixing LIBOR rate at 5.08% through
    September 21, 2012. With the spread, the effective rate on
    the Term Loans was 5.955% at December 31, 2008.


The Company election of LIBOR and interest swap
    agreement remained unchanged. With the spread, the effective
    rate on the Term Loans is 9.08% under the First Amendment, and
    10.08% after the Second Amendment.Interest payments are due at end of LIBOR interest periods, but
    at least quarterly in arrears


Payment schedule is unchangedUnused Facility Fees:Based upon leverage ratio, fee of between .10% and .175% of
    unused Revolving Line amount


Fee fixed at .5% of unused Revolving Line amount under the First
    Amendment, and 1.0% after the Second AmendmentPrincipal Payments:Term Loan Maturity  September 21, 2012


Term Loan Maturity  unchangedRevolving Line Maturity  September 21, 2012


Revolving Line Maturity  July 15, 2010Revolving Line  payable at maturity


Revolving Line and Term Loan payment schedules are unchangedQuarterly Term Loan Payments: Term Loan A  $600 quarterly Term Loan B  $991 quarterly Term Loan C  $140 quarterly 41




---



##### Table of Contents



2007 Credit Agreement


With AmendmentsFinancial Covenants:Minimum Consolidated Interest Coverage Ratio of 3.00:1.0 Maximum Consolidated Leverage Ratio of 2.50:1.0


Minimum Consolidated Interest Coverage Ratio ranging over various quarters between 3.00:1.0 and 1.75:1.0Maximum Consolidated Leverage Ratio ranging over various quarters between 6.40:1.0 and 2.00:1.0Minimum Consolidated Revenue (trailing 3 months) ranging over various quarters between $33,200 and $45,400Collateral:Unsecured


Secured by all domestic assets and 66% of equity interests in
    first tier foreign subsidiaries     Form 10-K.
  Interest Rate
    Swap
       42




---



##### 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

$
22,506


$
6,925


$
13,850


$
1,731


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


3,971



2,007



1,920



44



Capital lease obligations


















Operating lease obligations


26,671



6,464



9,055



6,573



4,579Purchase obligations


















Other long-term liabilities(2)


441



29



155



59



198Total

$
53,589


$
15,425


$
24,980


$
8,407


$
4,777     (1)
    
    Interest obligations shown above were derived using an interest
    rate of 10.08%. This rate is a combination of the 5.08% that is
    fixed by our interest rate swap, and the 5.00% additional spread
    applicable to our leverage ratio. These rates are more fully
    described in Note 11, Borrowings, to the
    consolidated financial statements contained in this
    Form 10-K.(2)
    
    Amounts in the 1-3 Years category include $96
    for liabilities associated with uncertain tax positions,
    determined in accordance with FASB Interpretation No. 48,
    as more fully described in Note 16, Income
    Taxes, to the consolidated financial statements contained
    in this
    Form 10-K.  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk      Interest Rate
    Exposure
   43




---



##### Table of Contents



12-month
  Foreign Currency
    Exposure
  Non-U.S. transactions
       44




---



##### 



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


46Consolidated Balance Sheets at June 30, 2009
    and 2008


47Consolidated Statements of Operations for the
    years ended June 30, 2009, 2008 and 2007


48Consolidated Statements of Cash Flows for the
    years ended June 30, 2009, 2008 and 2007


49Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2009, 2008 and 2007


50Notes to Consolidated Financial Statements
    (including unaudited quarterly results of operations)


51Index to Financial Statement Schedules


91Schedule II  Valuation and
    Qualifying Accounts


95     45




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Harris
    Interactive Inc.
      PricewaterhouseCoopers LLP
    46




---



##### Table of Contents



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


June 30,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
16,752


$
32,874Marketable securities


1,010



Accounts receivable, less allowances of $779 and $482,
    respectively


23,163



34,940Unbilled receivables


6,520



11,504Prepaid expenses and other current assets


7,244



8,753Deferred tax assets


632



3,959Total current assets


55,321



92,030Property, plant and equipment, net


8,015



11,953Goodwill






42,805Other intangibles, net


18,540



23,302Deferred tax assets


284



14,606Other assets


2,367



2,353Total assets

$
84,527


$
187,049LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,738


$
10,779Accrued expenses


18,349



25,611Current portion of outstanding debt


6,925



6,925Deferred revenue


12,531



16,226Total current liabilities


44,543



59,541Long-term debt


15,581



22,506Deferred tax liabilities


3,163



4,035Other long-term liabilities


3,117



2,331Commitments and contingencies (Note 19)Stockholders equity:Preferred stock, $.001 par value, 5,000,000 shares
    authorized; 0 shares issued and outstanding at
    June 30, 2009 and 2008






Common stock, $.001 par value, 100,000,000 shares
    authorized; 53,964,482 shares issued and outstanding at
    June 30, 2009 and 53,783,980 shares issued and
    outstanding at June 30, 2008


54



54Additional paid-in capital


184,860



182,709Accumulated other comprehensive income


3,347



10,680Accumulated deficit


(170,138
)


(94,807
)Total stockholders equity


18,123



98,636TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
84,527


$
187,049    47




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  (in thousands,
    except share and per share amounts)
  For the Years Ended June 30,2009


2008


2007Revenue from services

$
184,334


$
238,723


$
211,803Operating expenses:Cost of services


115,235



140,578



122,052Selling, general and administrative


65,678



83,084



72,590Depreciation and amortization


7,610



8,526



5,295Gain on sale of assets










(788
)Restructuring and other charges


12,010



4,609



337Goodwill impairment charge


40,250



86,497



Total operating expenses


240,783



323,294



199,486Operating income (loss)


(56,449
)


(84,571
)


12,317Interest and other income


400



1,119



2,246Interest expense


(3,433
)


(1,951
)


(290
)Income (loss) from continuing operations before income taxes


(59,482
)


(85,403
)


14,273Provision (benefit) for income taxes


15,849



(661
)


5,319Income (loss) from continuing operations


(75,331
)


(84,742
)


8,954Income from discontinued operations, net of provision for income
    taxes






124



122Net income (loss)

$
(75,331
)

$
(84,618
)

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

$
(1.41
)

$
(1.60
)

$
0.16Discontinued operations






0.00



0.00Basic net income (loss) per share

$
(1.41
)

$
(1.60
)

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

$
(1.41
)

$
(1.60
)

$
0.16Discontinued operations






0.00



0.00Diluted net income (loss) per share

$
(1.41
)

$
(1.60
)

$
0.16Weighted-average shares outstanding  basic


53,547,670



52,861,354



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


53,547,670



52,861,354



56,397,600    48




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (In
    thousands)
  For the Years Ended June 30,2009


2008


2007Cash flows from operating activities:Net income (loss)

$
(75,331
)

$
(84,618
)

$
9,076Adjustments to reconcile net income to net cash provided by
    operating activities Depreciation and amortization


9,125



10,042



6,783Deferred taxes


16,831



(1,702
)


2,764Stock-based compensation


1,965



4,091



3,787Goodwill impairment charge


40,250



86,497



401(k) stock-based matching contribution






951



1,298Bad debt expense


532



548



Amortization of deferred financing costs


479



114



Amortization of premium (discount) on marketable securities


4







(37
)Gain on sale of discontinued operations and assets held for sale






(220
)


(788
)Loss on disposal of fixed assets










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


9,339



4,888



1,149Unbilled receivables


4,199



918



649Prepaid expenses and other current assets


(235
)


(2,529
)


(2,952
)Other assets


(559
)


(241
)


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


(2,307
)


(352
)


(3,555
)Accrued expenses


(6,096
)


1,292



(1,290
)Deferred revenue


(3,326
)


(2,034
)


625Other liabilities


796



388



(1,913
)Net cash provided by (used in) operating activities of
    discontinued operations






(61
)


618Net cash provided by (used in) operating activities


(4,334
)


17,972



16,639Cash flows from investing activities:Cash paid in connection with acquisitions, net of cash acquired






(21,727
)


(9,790
)Purchase of marketable securities


(3,703
)


(15,000
)


(74,052
)Proceeds from maturities and sales of marketable securities


2,688



19,420



114,883Capital expenditures


(1,241
)


(3,704
)


(3,879
)Proceeds from sale of discontinued operations and assets held
    for sale






219



1,652Net cash (used in) investing activities of discontinued
    operations






(21
)


(14
)Net cash provided by (used in) investing activities


(2,256
)


(20,813
)


28,800Cash flows from financing activities:Increases in borrowings, net of financing costs






14,525



19,625Credit agreement amendment financing costs


(1,274
)






Repayments of borrowings


(6,925
)


(8,648
)


Repurchases of common stock










(50,540
)Proceeds from exercise of employee stock options and employee
    stock purchases


184



526



2,246Excess tax benefits from share-based payment awards






33



418Net cash provided by (used in) financing activities


(8,015
)


6,436



(28,251
)Effect of exchange rate changes on cash and cash equivalents


(1,517
)


368



258Net increase (decrease) in cash and cash equivalents


(16,122
)


3,963



17,446Cash and cash equivalents at beginning of period


32,874



28,911



11,465Cash and cash equivalents at end of period

$
16,752


$
32,874


$
28,911    49




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##### Table of Contents



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


RetainedCommon Stock


Additional


Other


Earnings


TotalOutstanding


Paid-in


Comprehensive


(Accumulated


StockholdersShares


Amount


Capital


Income (Loss)


Deficit)


EquityBalance at June 30, 2006


60,833


$
61


$
219,954


$
2,963


$
(19,334
)

$
203,644Comprehensive income:Net income


















9,076



9,076Unrealized gain on marketable securities














90







90Foreign currency translation














2,362







2,362Total comprehensive income






















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














(23
)






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


678







1,638











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


142







606











606Issuance of common stock under 401(k) Plan


229







1,298











1,298Income tax benefit on exercise of stock options










418











418Stock-based compensation expense










3,787











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


(9,048
)


(8
)


(50,532
)










(50,540
)Balance at June 30, 2007


52,834


$
53


$
177,169


$
5,392


$
(10,258
)

$
172,356Comprehensive income (loss):Net loss


















(84,618
)


(84,618
)Change in fair value of interest rate swap, net of tax














(516
)






(516
)Unrealized gain on marketable securities














7







7Foreign currency translation














5,797







5,797Total comprehensive (loss)






















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


















69



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


423



1



17











18Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


251







579











579Issuance of common stock under 401(k) Plan


276







951











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










(98
)










(98
)Stock-based compensation expense










4,091











4,091Balance at June 30, 2008


53,784


$
54


$
182,709


$
10,680


$
(94,807
)

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


















(75,331
)


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














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
)

$
18,123  50




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##### Table of Contents



HARRIS
    INTERACTIVE INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    Years Ended June 30, 2009, 2008 and 2007
    (In thousands, except share and per share amounts)
  1.
    Description of
    Business    2.
    Summary of
    Significant Accounting Policies  Principles of
    Consolidation
    Use of
    Estimates
    Subsequent
    Events
    Reclassifications
    
    Inclusion of unbillable professional staff time in Cost
    of services In prior periods, the costs
    associated with professional staff time that were not directly
    billable to a client project were reclassified to the
    Selling, general and administrative expense line.
    These costs are now included in Cost of services, as
    the Company believes that this presentation best reflects the
    direct cost associated with its professional staff. All prior
    periods presented herein have been reclassified to conform with
    current period presentation.
    Elimination of Sales and marketing expense line Expenses from selling and marketing activities
    are now included within the Selling, general and
    administrative expense line. As the Company has
    streamlined its selling process to place greater emphasis on
    involving professional staff in its selling efforts, it no
    longer believes that separately presenting expenses associated
    with its selling efforts provides meaningful information for
    investors. All prior periods presented herein have been
    reclassified to conform with current period presentation.   51




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    June 30,


June 30,2008


2007Cost of services:Previously reported

$
120,192


$
104,761Reclassification of unbillable professional staff time


20,386



17,291As reclassified

$
140,578


$
122,052Selling, general and administrative:Previously reported

$
104,232


$
89,881Reclassification of unbillable professional staff time


(20,386
)


(17,291
)Reclassification of contractually obligated payment to senior
    executive (see Note 4)


(762
)


As reclassified

$
83,084


$
72,590   Cash and Cash
    Equivalents
    Marketable
    Securities
  Accounting for Certain Investments in Debt and
    Equity Securities. available-for-sale Available-for-sale available-for-sale
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
   52




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Property,
    Plant and Equipment
      Computer equipment


3 yearsNon-computer equipment


5 yearsFurniture and fixtures


7 years   Accounting for
    Leases
  Business
    Combinations
  Business
    Combinations.
  Goodwill
  Goodwill and Other Intangible Assets, non-amortizable
   53




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Intangible
    Assets
    Contract-based intangibles

2 to 4 yearsInternet respondent database

2 to 9 yearsCustomer relationships

3 to 10 yearsTrade names

0.5 to 20 years     Computer
    Software Developed or Obtained for Internal Use
  98-1, Accounting for Costs of Computer Software Developed or
    Obtained for Internal Use SOP 98-1
  Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    and/or
 54




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   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
  Fair Value Measurements
  The Fair
    Value Option for Financial Assets and Liabilities 
    including an amendment of FASB Statement No. 115
   55




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Derivative
    Financial Instruments
  Accounting for Derivative Instruments
    and Hedging Activities.
  Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133
  Post-employment
    Payments
  Employers Accounting for Postemployment Benefits, an
    Amendment of FASB Statements No. 5 and 43.
  Revenue
    Recognition
   56




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)      No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent No. 01-09, Accounting for Consideration Given by a Vendor to a Customer
    or a Reseller of the Vendors Products. out-of-pocket No. 01-14, Income Statement Characterization of Reimbursements Received
    for
    Out-of-Pocket
    Expenses Incurred.
  No. 00-21, Revenue Arrangements with Multiple Deliverables
  Cost of
    Services
    Panelist
    Incentives
     57




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)      Advertising
    Expenses
    Stock-Based
    Compensation
  Share-Based Payment. Accounting for Stock-Based Compensation Accounting
    for Stock Issued to Employees.
  catch-up
  Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards
 58




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
  Net Income
    (Loss) Per Share
  Earnings Per
    Share
  Foreign
    Currency Translation
  Foreign Currency
    Translation
  Comprehensive
    Income (Loss)
  Reporting
    Comprehensive Income.
 59




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  available-for-sale
  Segment
    Reporting
  Disclosures about Segments of an
    Enterprise and Related Information.
  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  SFAS No. 157
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157
  SFAS No. 141(R)
  Business Combinations
 60




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  SFAS No. 160
  Noncontrolling Interests in Consolidated Financial
    Statements  amendments of ARB No. 51 not-for-profit
  SFAS No. 161
  In March 2008, the FASB issued
    SFAS No. 161. Accounting for
    Derivative Instruments and Hedging Activities
  SFAS No. 162
  The
    Hierarchy of Generally Accepted Accounting Principles
  SFAS No. 163
  Accounting for Financial Guarantee Insurance
    Contracts  An interpretation of FASB Statement
    No. 60 Accounting and
    Reporting by Insurance Enterprises
 61




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  SFAS No. 165
  Subsequent Events
  SFAS No. 166
  Accounting for Transfers of Financial Assets an amendment of
    FASB Statement No. 140
  SFAS No. 167
  Amendments to FASB Interpretation No. 46(R)
  SFAS No. 168
  Accounting Standards Codification The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles
   3.
    Business
    Combinations  Decima
    Research
   62




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   3.
    Business
    Combinations  (Continued)    tourism/recreation/gaming.
       63




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   3.
    Business
    Combinations  (Continued)    Current assets

$
6,441Property, plant and equipment


3,011Goodwill


8,361Intangible assets


11,858Deferred tax assets


198Total assets acquired

$
29,869Current liabilities

$
(7,842
)Other liabilities


(47
)Deferred tax liability


(3,915
)Total liabilities assumed

$
(11,804
)Net assets acquired

$
18,065     
    The Decima Short Term Earn-Out and the Decima Long Term Earn-Out
    were replaced by a post-closing payment of CAD$2,000 (the
    New Decima Post-Closing Payment), payable in
    installments as follows: (a) CAD$250 on January 1,
    2009, (b) CAD$250 on June 30, 2009, and
    (c) CAD$500 on each of June 30, 2010, 2011 and 2012.
    The installments payable on January 1 and June 30, 2009
    have been paid.
    The New Decima Post-Closing Payment is subject to a
    formula-based, automatic reduction if any of the Decima Sellers
    (other than Bruce A. Anderson, the former president of Decima)
    voluntarily or otherwise terminates his or her employment with
    Decima prior to June 30, 2012.
    Canco will cause Decima to implement a performance incentive
    bonus plan providing for payment of performance bonuses in an
    annual aggregate maximum of CAD$500 in each of fiscal years
    2009-2012,
    subject to achievement of budgeted and projected EBITDA levels.    Marketshare
   64




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   3.
    Business
    Combinations  (Continued)            Current assets

$
355Property, plant and equipment


140Goodwill


2,117Intangible assets


766Other long-term assets


44Total assets acquired

$
3,422Current liabilities

$
(288
)Deferred tax liability


(136
)Total liabilities assumed

$
(424
)Net assets acquired

$
2,998    4.
    Restructuring and
    Other Charges  Restructuring
  Fiscal
    2009
   65




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   4.
    Restructuring and
    Other Charges  (Continued)            Fiscal
    2008
     66




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   4.
    Restructuring and
    Other Charges  (Continued)            Fiscal
    2007
     67




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   4.
    Restructuring and
    Other Charges  (Continued)  Summary of
    Restructuring Charges and Reserves
    2009


2008


2007Severance obligations

$
5,306


$
1,556


$
107Lease commitments


894



771



230Reversals of prior accruals


(543
)


(64
)


$
5,657


$
2,263


$
337     Balance,














Balance,July 1,


Costs


Changes in


Cash


Non-Cash


June 30,2008


Incurred


Estimate


Payments


Settlements


2009Severance payments

$
670


$
5,306


$
(539
)

$
(4,212
)

$



$
1,225Lease commitments


570



894



(4
)


(468
)






992Remaining reserve

$
1,240


$
6,200


$
(543
)

$
(4,680
)

$



$
2,217     Other
    Charges
    
    Contractually obligated payments to former executives 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 payments, all of which are cash payments. These cash
    payments will be completed in December 2010, December 2009 and
    February 2010, respectively.    
    Performance improvement consultant fees The Company retained a consulting firm to
    assist with performance improvement initiatives, bank
    negotiations and interim CFO services and incurred fees for
    services rendered. 68




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   4.
    Restructuring and
    Other Charges  (Continued)   
    Cost of reviewing strategic alternatives During fiscal 2008, the Company incurred
    legal, accounting, banking and other costs in connection with a
    decision by its Board of Directors to investigate strategic
    alternatives available to the Company. After retaining an
    investment bank to assist with this process and considering the
    results of the investigations, the Board determined that it was
    in the best interests of the Companys stockholders to
    discontinue the process.
    Bank negotiation legal fees During
    fiscal 2009, the Company incurred legal fees in connection with
    the negotiations of the waiver and amendments to its credit
    facilities, as more fully described in Note 11,
    Borrowings.
    Other  Included in Other is
    the bad debt expense for a note receivable for which
    collectability has become doubtful and recruitment fees for
    senior executives.  2009


2008Performance improvement consultant fees

$
3,095


$
Contractually obligated payments to former executives


1,997



762Cost of reviewing strategic alternatives






1,584Bank negotiation legal fees


382



Other


879



$
6,353


$
2,346      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. 69




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   5.
    Fair Value
    Measurements  (Continued)     Recurring Fair Value MeasurementsQuoted


SignificantPrices in


Other


SignificantActive


Observable


UnobservableMarkets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalFinancial assets:Cash equivalents

$



$
2,720


$



$
2,720Available for sale marketable securities






1,010







1,010Total

$



$
3,730


$



$
3,730Financial liabilities:Interest rate swap contract

$



$
1,351


$



$
1,351      6.
    Marketable
    Securities    available-for-sale
  available-for-sale available-for-sale
 70




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   7.
    Property, Plant
    and Equipment    2009


2008Furniture and fixtures

$
7,354


$
7,640Equipment


35,141



35,633Leasehold improvements


12,058



12,60954,553



55,882Accumulated depreciation


(46,538
)


(43,929
)$
8,015


$
11,953     8.
    Goodwill  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
    these 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.   71




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   8.
    Goodwill  (Continued)    Fiscal
    2008
        Balance at June 30, 2007

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


8,034Acquisition of Marketshare (Note 3)


2,109Foreign currency translation adjustments


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


30Prior period purchase accounting adjustment of deferred taxes


(17
)Goodwill impairment charge


(86,497
)Balance at June 30, 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

$
   72




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   9.
    Acquired
    Intangible Assets Subject to Amortization    2009Weighted-Average


Gross





NetUseful Amortization


Carrying


Accumulated


BookPeriod (In Years)


Amount


Amortization


ValueContract-based intangibles


3.4


$
1,768


$
1,768


$
Internet respondent database


7.1



3,330



2,100



1,230Customer relationships


9.6



20,286



6,436



13,850Trade names


16.3



5,298



1,838



3,460Total





$
30,682


$
12,142


$
18,540   2008Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3.4


$
1,770


$
1,763


$
7Internet respondent database


7.1



3,617



1,682



1,935Customer relationships


9.6



22,231



4,594



17,637Trade names


16.1



5,364



1,641



3,723Total





$
32,982


$
9,680


$
23,302   2009


2008


2007Aggregate amortization expense:For the fiscal year ended June 30:

$
2,976


$
3,441


$
1,430Estimated amortization expense for the fiscal years ending
    June 30,:2010

$
2,7412011

$
2,7352012

$
2,7352013

$
2,5652014

$
2,126Thereafter

$
5,638   73




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   10.
    Accrued
    Expenses    2009


2008Panelist incentives

$
3,989


$
4,776Bonuses


1,779



2,420Payroll and withholding expenses


1,950



3,305Accrued vacation


1,965



2,304Other


8,666



12,806$
18,349


$
25,611     11.
    Borrowings  30-day 60-day
   74




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   11.
    Borrowings  (Continued)  The Credit
    Agreement
    2007 Credit Agreement


With AmendmentsAvailability:$25,000 Revolving Line


$5,000 Revolving Line Up to $10,000 of Revolving Line may be used to back
    Letters of Credit


 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 $25,000 Revolving Line increased availability at
    Lender discretion$12,000 Term Loan A


 The Revolving Line may be used to back
    Letters of Credit$19,825 Term Loan B


 No Revolving Line increased availability
    at Lender discretion$2,900 Term Loan C


Term Loan A  unchanged$28,275 Term Loan additional availability at Company discretion


Term Loan B and C  consolidated and
    otherwise unchangedNo additional Term Loan availability at Company discretionInterest:Company option:


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


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


OR LIBOR plus spread ranging between 0.625% and 1%,
    based upon leverage ratio


 LIBOR plus 4% under First Amendment and
    5% under Second AmendmentThe Company elected LIBOR option for Term Loans, and entered
    into interest swap agreement fixing LIBOR rate at 5.08% through
    September 21, 2012.  With the spread, the effective rate on the
    Term Loans was 5.955% at December 31, 2008.


The Company election of LIBOR and interest swap
    agreement remained unchanged. With the spread, the effective
    rate on the Term Loans is 9.08% under the First Amendment, and
    10.08% after the Second AmendmentInterest payments are due at end of LIBOR interest periods, but
    at least quarterly in arrears


Payment schedule is unchangedUnused Facility Fees:Based upon leverage ratio, fee of between .10% and .175% of
    unused Revolving Line amount


Fee fixed at .5% of unused Revolving Line amount
    under the First Amendment, and 1.0% after the Second Amendment 75




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   11.
    Borrowings  (Continued)  2007 Credit Agreement


With AmendmentsPrincipal Payments:Term Loan Maturity  September 21, 2012


Term Loan Maturity  unchangedRevolving Line Maturity  September 21, 2012


Revolving Line Maturity  July 15,
    2010Revolving Line - payable at maturity


Revolving Line and Term Loan payment schedules are
    unchangedQuarterly Term Loan Payments: Term Loan A  $600 quarterly Term Loan B  $991 quarterly Term Loan C  $140 quarterlyFinancial Covenants:Minimum Consolidated Interest Coverage Ratio of 3.00:1.0


Minimum Consolidated Interest Coverage Ratio ranging
    over various quarters between 3.00:1.0 and 1.75:1.0Maximum Consolidated Leverage Ratio of 2.50:1.0


Maximum Consolidated Leverage Ratio ranging over
    various quarters between 6.40:1.0 and 2.00:1.0Minimum Consolidated Revenue (trailing
    3 months) ranging over various quarters between $33,200 and
    $45,400Collateral:Unsecured


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


Term Loan B


Total2010


2,400



4,525



6,9252011


2,400



4,525



6,9252012


2,400



4,525



6,9252013


600



1,131



1,731$
7,800


$
14,706


$
22,506    76




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   11.
    Borrowings  (Continued)    Interest Rate
    Swap
         12.
    Derivative
    Financial Instruments    Fair Value of
    Derivative Instruments in Consolidated Balance
    Sheet
  Balance Sheet Location


Fair ValueInterest rate swap agreements designated as cash flow hedges


Other liabilities


$
1,351Total derivatives designated as hedging instruments





$
1,351Total derivatives





$
1,351  77




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   12.
    Derivative
    Financial Instruments  (Continued)  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)Cash flow hedges:Interest rate swaps

$
30


$
361



Interest expense


$
(1,017
)


Interest and other income   13.
    Stockholders
    Equity  Common
    Stock
    Restricted
    Stock Award Withholdings
    Stockholder
    Rights Plan
  ten-day
 78




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   13.
    Stockholders
    Equity  (Continued)      14.
    Stock-Based
    Compensation     79




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   14.
    Stock-Based
    Compensation  (Continued)    2009


2008


2007Cost of services

$
54


$
184


$
97Selling, general and administrative


1,911



3,907



3,690$
1,965


$
4,091


$
3,787     Long Term
    Incentive Plans
      Options
    Granted Outside the Incentive Plans
     80




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   14.
    Stock-Based
    Compensation  (Continued)    Investor Stock
    Options
    Summary of
    Options and Restricted Stock Award Status
    2009


2008


2007Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding at July 1


5,804,172


$
5.32



5,576,373


$
5.34



6,150,034


$
5.41Granted


1,910,000



0.93



775,314



4.17



652,500



5.54Forfeited


(3,856,963
)


5.37



(511,515
)


4.20



(751,591
)


7.31Exercised










(36,000
)


0.47



(474,570
)


3.46Options outstanding at June 30


3,857,209


$
3.09



5,804,172


$
5.32



5,576,373


$
5.34       2009


2008


2007Risk-free interest rate


2.7
%


4.2
%


4.6
%Weighted-average expected life (in years)


6.3



6.3



6.3Volatility factor


56
%


59
%


63
%Dividend yield










Weighted-average fair value

$
0.51


$
2.48


$
3.50    81




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   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  1.12


1,910,000



9.4


$
0.93



(986
)









$




2.10  3.32


290,083



3.1



2.33



(556
)


283,416



3.0



2.32



(542
)3.70  4.98


628,625



5.3



4.19



(2,373
)


480,690



4.4



4.17



(1,808
)5.00  6.38


567,501



5.9



5.59



(2,942
)


520,749



5.8



5.61



(2,706
)6.56  8.57


396,000



4.2



7.52



(2,816
)


396,000



4.2



7.52



(2,816
)11.00


65,000



0.7



11.00



(688
)


65,000



0.7



11.00



(688
)3,857,209



7.1


$
3.09


$
(10,361
)


1,745,855



4.4


$
5.31


$
(8,560
)       2009


2008


2007Weighted-





Weighted-





Weighted-Average





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueRestricted shares outstanding at July 1


555,574


$
3.79



200,622


$
5.63



116,333


$
5.05Granted


128,833



1.04



673,925



3.61



209,135



6.00Forfeited


(412,785
)


3.47



(197,020
)


4.22



(5,028
)


6.53Vested


(160,904
)


3.04



(121,953
)


5.12



(119,818
)


5.67Restricted shares outstanding at June 30


110,718


$
2.86



555,574


$
3.79



200,622


$
5.63  82




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   14.
    Stock-Based
    Compensation  (Continued)    RestrictedStock


StockOptions


Awards


Total2010

$
464


$
145


$
6092011


388



95



4832012


197



21



2182013


71







71Total

$
1,120


$
261


$
1,381Weighted-average vesting period (in years)


3.0



2.2



2.8   Employee Stock
    Purchase Plans
          2009


2008


2007Risk-free interest rate


1.6
%


3.8
%


5.0
%Weighted-average expected life (in years)


0.5



0.5



0.5Volatility factor


80
%


51
%


40
%Dividend yield










Weighted-average fair value

$
0.50


$
1.33


$
1.37  83




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   14.
    Stock-Based
    Compensation  (Continued)     15.
    401(k)
    Plan        16.
    Income
    Taxes    2009


2008


2007U.S.

$
(44,457
)

$
(55,612
)

$
11,410Foreign


(15,025
)


(29,791
)


2,863$
(59,482
)

$
(85,403
)

$
14,273     2009


2008


2007Current:Federal

$
(1,375
)

$
853


$
1,273State


192



412



802Foreign


42



493



583$
(1,141
)

$
1,758


$
2,658Deferred:Federal

$
15,010


$
(700
)

$
2,459State


3,028



(511
)


156Foreign


(1,048
)


(1,208
)


46$
16,990


$
(2,419
)

$
2,661$
15,849


$
(661
)

$
5,319  84




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   16.
    Income
    Taxes  (Continued)    2009


2008


2007Provision at federal statutory rate

$
(20,819
)

$
(29,891
)

$
4,996State income tax provision, net of federal effect


3,220



(64
)


817Unremitted earnings and rate differential of foreign subsidiaries


534



(114
)


(275
)Stock-based compensation


1,981



458



386Change in valuation allowance


18,908



493



(998
)Alternative minimum tax credit


(1,182
)






Non-deductible portion of goodwill impairment charge


13,049



28,176



Other


158



281



393$
15,849


$
(661
)

$
5,319     2009


2008Operating loss carryforwards

$
14,942


$
12,199Internet database development expenses


977



1,023Stock-based compensation


573



2,162HIpoints accrual


1,240



1,463Capital loss carryforward


492



640Goodwill


1,599



574Accrued expenses


1,358



818Other


3,981



2,118Gross deferred tax assets


25,162



20,997Valuation allowance


(23,549
)


(1,289
)1,613



19,708Other intangibles


(3,860
)


(5,178
)Gross deferred tax liabilities


(3,860
)


(5,178
)Net deferred tax assets (liabilities)

$
(2,247
)

$
14,530      85




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   16.
    Income
    Taxes  (Continued)        Balance, July 1, 2007

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


31Additions for tax positions of prior years


Reduction for tax positions of prior years


(28
)Balance, June 30, 2008

$
440Additions based on tax positions related to the current year


Additions for tax positions of prior years


9Reduction for tax positions of prior years


(353
)Balance, June 30, 2009

$
96         17.
    Net Income (Loss)
    per Share   86




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   17.
    Net Income (Loss)
    per Share  (Continued)    2009


2008


2007Numerator:Net income (loss) used for calculating basic and diluted net
    income (loss) per share of common stock

$
(75,331
)

$
(84,618
)

$
9,076Denominator:Weighted average number of common shares used in the calculation
    of basic net income (loss) per share


53,547,670



52,861,354



56,133,355Dilutive effect of outstanding stock options and restricted stock










264,245Shares used in the calculation of diluted net income (loss) per
    share


53,547,670



52,861,354



56,397,600Net income (loss) per share:Basic

$
(1.41
)

$
(1.60
)

$
0.16Diluted

$
(1.41
)

$
(1.60
)

$
0.16     18.
    Enterprise-Wide
    Disclosures  Non-U.S. market
     87




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   18.
    Enterprise-Wide
    Disclosures  (Continued)      2009


2008


2007Revenue from servicesUnited States

$
112,821


$
152,894


$
159,843United Kingdom


32,454



43,771



43,655Canada


19,939



24,628



Other European countries


14,536



14,910



8,305Asia


4,584



2,520



Total revenue from services

$
184,334


$
238,723


$
211,803Operating income (loss)(1)(2)United States

$
(41,406
)

$
(54,492
)

$
9,802United Kingdom


(3,431
)


(9,015
)


2,748Canada


(5,539
)


(7,366
)


Other European countries


(5,048
)


(10,914
)


(14
)Asia


(1,025
)


(2,784
)


(219
)Total operating income (loss)

$
(56,449
)

$
(84,571
)

$
12,317Long-lived assetsUnited States

$
4,879


$
6,733


$
7,298Canada


1,693



2,858



United Kingdom


1,039



1,812



2,261Other European countries


301



340



343Asia


103



210



Total long-lived assets

$
8,015


$
11,953


$
9,902Deferred tax assets (liabilities)United States

$



$
18,218


$
17,064Canada


(2,018
)


(3,191
)


United Kingdom


283



347



318Other European countries


(512
)


(844
)


(859
)Asia










Total deferred tax assets (liabilities)

$
(2,247
)

$
14,530


$
16,523     (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. 88




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   18.
    Enterprise-Wide
    Disclosures  (Continued)   (2)
    
    Operating loss for fiscal 2008 included a $86,497 goodwill
    impairment charge. The charge was allocated to the
    Companys geographic locations, specifically, $58,376 to
    the United States, $9,472 to the United Kingdom, $5,921 to
    Canada, $11,150 to other European countries, and $1,578 to Asia.  19.
    Commitments and
    Contingencies    Fiscal Years Ending June 30:2010

$
6,4642011


4,8932012


4,1622013


3,2802014


3,2932015 and thereafter


4,579     20.
    Legal
    Proceedings  Form 10-K,
  21.
    Related-Party
    Transactions    
    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, 89




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   21.
    Related-Party
    Transactions  (Continued)   
    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.    22.
    Supplemental Cash
    Flow Information    2009


2008


2007Interest

$
1,643


$
1,065


$
(2,057
)Taxes

$
(621
)

$
2,879


$
3,153   23.
    Unaudited
    Quarterly Results of Operations  Form 10-K.
 90




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2009, 2008 and 2007
   23.
    Unaudited
    Quarterly Results of
    Operations  (Continued)    Three Months EndedSept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,2007


2007


2008


2008


2008


2008


2009


2009(In thousands, except per share data)Revenue from services(1)

$
55,186


$
62,715


$
57,322


$
63,500


$
50,280


$
50,660


$
39,917


$
43,477Operating expenses:Cost of services(1)


32,672



36,128



34,150



37,628



31,151



31,412



24,912



27,760Selling, general and administrative


18,975



20,966



20,980



22,164



19,608



17,117



15,159



13,794Depreciation and amortization


1,907



2,267



2,161



2,190



2,083



1,912



1,832



1,783Restructuring and other charges










1,900



2,709



628



5,844



5,341



198Goodwill impairment charge














86,497







40,250







Total operating expenses


53,554



59,361



59,191



151,188



53,470



96,535



47,244



43,535Operating income (loss)


1,632



3,354



(1,869
)


(87,688
)


(3,190
)


(45,875
)


(7,327
)


(58
)Interest and other income


372



307



230



210



190



135



54



21Interest expense


(440
)


(523
)


(514
)


(474
)


(455
)


(1,374
)


(647
)


(955
)Income (loss) from continuing operations before income taxes


1,564



3,138



(2,153
)


(87,952
)


(3,455
)


(47,114
)


(7,920
)


(992
)Provision (benefit) for income taxes


546



1,112



(20
)


(2,299
)


(1,194
)


18,509



(1,209
)


(257
)Income (loss) from continuing operations


1,018



2,026



(2,133
)


(85,653
)


(2,261
)


(65,623
)


(6,711
)


(735
)Income (loss) from discontinued operations


124



























Net income (loss)

$
1,142


$
2,026


$
(2,133
)

$
(85,653
)

$
(2,261
)

$
(65,623
)

$
(6,711
)

$
(735
)Basic net income (loss) per share:Continuing operations

$
0.02


$
0.04


$
(0.04
)

$
(1.61
)

$
(0.04
)

$
(1.23
)

$
(0.12
)

$
(0.01
)Discontinued operations


0.00



























Basic net income (loss) per share

$
0.02


$
0.04


$
(0.04
)

$
(1.61
)

$
(0.04
)

$
(1.23
)

$
(0.12
)

$
(0.01
)Diluted net income (loss) per share:Continuing operations

$
0.02


$
0.04


$
(0.04
)

$
(1.61
)

$
(0.04
)

$
(1.23
)

$
(0.12
)

$
(0.01
)Discontinued operations


0.00



























Diluted net income (loss) per share

$
0.02


$
0.04


$
(0.04
)

$
(1.61
)

$
(0.04
)

$
(1.23
)

$
(0.12
)

$
(0.01
)     (1)
    
    Gross profit, not shown above, can be derived by subtracting the
    Companys cost of services from its revenue from services
    for each of the periods shown above. Index to
    Financial Statement Schedules  Schedule II  Valuation Qualifying
    Accounts

95  91




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of
    Disclosure Controls and Procedures
  Rule 13a-15(e)
  Form 10-K,
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
      Internal Control  Integrated Framework
  Form 10-K
 92




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##### 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   
 93




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##### 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 Statements Schedules  Financial
    Statements
  Form 10-K.
  Exhibits
  Form 10-K
 94




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##### 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, 2007Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
70


$
34


$
22


$
82Deferred tax valuation allowance

$
1,794


$



$
998


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

$
82


$
442


$
42


$
482Deferred tax valuation allowance

$
796


$
541


$
48


$
1,289Fiscal 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


$
23,549  95




---



##### Table of Contents



SIGNATURES       By:
    /s/  Robert
    J. Cox    Executive Vice President, Chief
 Financial Officer and
 Treasurer
   96




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##### Table of Contents



POWER OF
    ATTORNEY
  Form 10-K,
    Name

Capacity

Date/s/  Kimberly
    TillKimberly
    Till

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

August 31, 2009/s/  Robert
    J. CoxRobert
    J. Cox

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

August 31, 2009/s/  Eric
    W. NarowskiEric
    W. Narowski

Senior Vice President and Global Controller (Principal
    Accounting Officer)

August 31, 2009/s/  George
    BellGeorge
    Bell

Director

August 31, 2009/s/  David
    BrodskyDavid
    Brodsky

Director

August 31, 2009/s/  Steven
    L. FingerhoodSteven
    L. Fingerhood

Director

August 31, 2009/s/  Stephen
    D. HarlanStephen
    D. Harlan

Director

August 31, 2009/s/  James
    R. RiedmanJames
    R. Riedman

Director

August 31, 2009/s/  Howard
    L. ShecterHoward
    L. Shecter

Director

August 31, 2009/s/  Antoine
    G. TreuilleAntoine
    G. Treuille

Director

August 31, 2009  97




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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, 2008 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*

Long-Term Incentive Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).10
.1.2*

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

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.3 to the Companys Registration Statement
    on
    Form S-8
    filed December 14, 2004 (Registration
    No. 333-121250)
    and incorporated herein by reference).10
.1.4*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference)10
.1.5*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference). 98




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.1.6*

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

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

Form of 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
.1.9*

Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.4 to the Companys Registration Statement
    on
    Form S-8
    filed December 14, 2004 (Registration
    No. 333-121250)
    and incorporated herein by reference).10
.1.10*

Letter Amending Stock Option Agreements (2008) (filed as
    Exhibit 10.1.25 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 Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.3 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.12*

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

Form of Restricted Stock Agreement  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
.1.14*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006 and
    incorporated herein by reference).10
.1.15*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference.)10
.1.16*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.1.17*

Form of Restricted Stock Agreement (Employee Participant) (2007
    Performance Based Award Grants) (filed as Exhibit 10.1.11
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.1.18*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.4 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.19*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.20*

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
.1.21*

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). 99




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.1.22*

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
.1.23*

Non-Qualified Stock Option Agreement (Time-Based Vesting)
    between the Company and Enzo Micali, dated as of May 15,
    2009 (filed herewith).10
.1.24*

Form of Restricted Stock Agreement (2008 performance based award
    grants to Gregory T. Novak and Ronald E. Salluzzo) (filed as
    Exhibit 10.1.20 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.25*

Form of Non-Qualified Stock Option Agreement between the Company
    and Ronald E. Salluzzo, dated as of March 6, 2006 (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed February 17, 2006 and incorporated herein by
    reference).10
.1.26*

Non-Qualified Stock Option Agreement (Performance-Based Vesting)
    between the Company and Kimberly Till, dated as of
    October 21, 2008 (filed as Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.1.27*

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
.2.1*

1999 Employee Stock Purchase Plan of the Company (included as
    Appendix C to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).10
.2.2*

Form of Subscription Agreement under 1999 Employee Stock
    Purchase Plan of the Company (included as Exhibit A to
    Exhibit 10.2 to the Companys Registration Statement
    on
    Form S-1
    filed September 17, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.2.3*

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

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

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

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

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

Employment Agreement dated August 16, 2007 between Decima
    Research Inc. and Bruce Anderson (filed as Exhibit 2.1.3 to
    the Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).10
.4.2*

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). 100




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.3*

Employment Agreement between the Company and Leonard R. Bayer,
    dated as of April 30, 2007 (filed as Exhibit 10.11 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.4*

Employment Agreement Amendment 1 between the Company and Leonard
    R. Bayer, dated February 26, 2008 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on February 27, 2008 and incorporated herein by
    reference).10
.4.5*

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
.4.6*

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
.4.7*

Letter Agreement between the Company and Frank E. Forkin, dated
    June 2, 2009 (filed herewith).10
.4.8*

Letter Agreement between the Company and Patti B. Hoffman, dated
    May 11, 2009 (filed herewith).10
.4.9*

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
.4.10*

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
.4.11*

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
.4.12*

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
.4.13*

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
.4.14*

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
.4.15*

Employment Agreement between the Company and Robert Salvoni,
    dated May 15, 2009 (filed herewith).10
.4.16*

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
.4.17*

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
.4.18*

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
.4.19*

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). 101




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.20*

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
.4.21*

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
.4.22*

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
.4.23*

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).10
.4.24*

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
.4.25*

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
.4.26*

Description of Salary and Bonus Arrangements with Executive
    Officers  Fiscal 2007 and 2008 (filed as
    Exhibit 10.4.53 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.27*

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
.4.28*

Description of Salary and Bonus Arrangements with Executive
    Officers and Terms of Bonus Plans  Fiscal 2010 (filed
    herewith)10
.4.29*

Description of Cash Bonus Plan as amended August 21, 2006
    (filed under Item 1.01 of the Companys Current Report
    on
    Form 8-K
    filed August 25, 2006 and incorporated herein by reference).10
.4.30*

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
.4.31*

Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed May 9, 2006 and incorporated herein by reference).10
.4.32*

Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive, effective as of November 1, 2006
    (filed as Exhibit 10.3.43 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.4.33*

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
.4.34*

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
.4.35*

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). 102




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.36*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of November 15, 2009 (filed herewith).10
.5

Form of Option Agreement between the Company and certain of the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to
    the Companys Registration Statement on
    Form S-3
    filed March 8, 2004 (Registration
    No. 333-113389)
    and incorporated herein by reference).10
.6.1

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

Lease Agreement for 70 Carlson Road, Rochester, New York,
    between Gordon S. Black Corporation and Carlson Park Associates,
    together with the First and Second amendments thereto, dated
    July 1, 1998 (filed as Exhibit 10.6.2 to the
    Companys Registration Statement on
    Form S-1
    filed September 17, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.6.3

Third Amendment to Lease Agreement for 70 Carlson Road,
    Rochester, New York, between the Company and 100 Carlson Road
    LLC, dated March 20, 2003 (filed 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-K
    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

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
.6.8

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
.6.9

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
.6.10

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
.6.11

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). 103




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ExhibitNumber

Exhibit Title10
.6.12

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).10
.6.13

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
.6.14

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
.6.15

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
.6.16

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
.6.17

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
.6.18

Tenth Amendment and Partial Surrender Agreement 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
    herewith).10
.6.19

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
.6.20

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
.6.21

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
.6.22

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).10
.6.23

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). 104




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ExhibitNumber

Exhibit Title10
.6.24

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
.6.25

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
.6.26

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
.6.27

Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated May 28, 2007 (filed herewith)10
.6.28

Tenancy Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated December 14, 2007 (filed herewith)10
.6.29

Supplemental Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated April 21, 2008 (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 10.1 to the
    Companys Current Report on
    Form 8-K
    filed September 26, 2007 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).10
.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 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2008 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). 105




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.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 10.1 to the Companys
    Current Report on
    Form 8-K
    filed May 7, 2009 and incorporated herein by reference).10
.8.1

Amended and Restated Investment Agreement between Riedman
    Corporation and the Company dated October 15, 1991 (filed
    as Exhibit 10.12 to the Companys Registration
    Statement on
    Form S-1/A
    filed October 26, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.8.2

Registration Agreement between the Company and Riedman
    Corporation dated as of October 15, 1999 (filed as
    Exhibit 10.17 to the Companys Registration Statement
    on
    Form S-1/A
    filed October 26, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.9*

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).24


Power of Attorney (included on page 97 of this Report).31
.1

Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).31
.2

Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).32
.1

Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).32
.2

Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).     *
    
    Denotes management contract or compensatory plan or arrangement. 106