8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

July 27, 2006

Date of Report (Date of earliest event reported)

HARTE-HANKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7120	74-1677284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Concord Plaza Drive

San Antonio, Texas 78216

(210) 829-9000

(Address of principal executive offices and Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2006, Harte-Hanks issued a press release announcing financial results for its second quarter 2006. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 2.02 (including Exhibit 99.1) of this Current Report is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is being furnished herewith.

99.1 Press Release of Harte-Hanks, Inc. dated July 27, 2006 entitled “Harte-Hanks Reports Second Quarter Results”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Harte-Hanks, Inc.
Dated:	July 27, 2006
By:	/s/ Sloane Levy
	Vice President, General Counsel

Exhibit No.	Description
99.1	Press Release of Harte-Hanks, Inc. dated July 27, 2006 entitled “Harte-Hanks Reports Second Quarter Results”

EX-99.1

Exhibit 99.1

News Release

Corporate Headquarters

P.O. Box 269

San Antonio, TX 78291-0269

Phone: (210) 829-9000

Fax: (210) 829-9403

www.harte-hanks.com

FOR IMMEDIATE RELEASE	Media & Financial Contact: Dean Blythe
July 27, 2006	(210) 829-9138
	dblythe@harte-hanks.com

HARTE-HANKS REPORTS SECOND QUARTER RESULTS

Note: Harte-Hanks will hold a second quarter earnings conference call on July 27, 2006 at 10AM CST. The number is 800-988-9498 domestic or 210-234-0029 international, pass code 121693. The call will also be webcast live at https:\\e-meetings.com conference # 9423942 and passcode 121693. There will be an audio replay available shortly after the call through August 4, 2006. To access, please call 866-456-9371 or 203-369-1273 passcode 121693 or visit www.harte-hanks.com/earnings_audio/audio_stream.html.

SAN ANTONIO, TX - Harte-Hanks, Inc. (NYSE: HHS) today reported second quarter 2006 diluted earnings per share of $0.37 on revenues of $298.4 million. These results compare to diluted earnings per share of $0.34 on $284.0 million in revenue for the second quarter of 2005. Second quarter 2006 results include (i) the receipt of a contract termination fee of $7 million recognized in the quarter, which after expenses associated with the termination contributed approximately 3 cents per share, and (ii) stock-based compensation of $1.9 million (1.4 cents per share) as the result of the adoption by the company of SFAS no. 123R for periods beginning after 12/31/2005.

The following table presents financial highlights of the company’s operations for the second quarter of 2006 and 2005. Full financial results are attached.

RESULTS FROM OPERATIONS

(In thousands, except per share amounts)	Three Months Ended June 30,
	2006		2005		Change
Operating revenues	$	298,372	$	284,010	5.1	%
Operating income		51,548		47,820	7.8	%
Net income		30,189		29,127	3.6	%
Diluted earnings per share		0.37		0.34	8.8	%
Diluted shares (weighted average common and common equivalent shares outstanding)		81,915		86,337	-5.1	%

In the discussion below the company intends to provide investors a better understanding of the operating results and underlying trends to measure past and future performance and liquidity. Harte-Hanks evaluates operating performance based on several measures, including the non-GAAP measure of free cash flow, defined as net income, plus depreciation and amortization, plus stock-based compensation (tax-effected), less capital expenditures, as Harte-Hanks believes this is an important measure of the operational strength of its business. Since free cash flow is not a measure calculated in accordance with GAAP, it should not be considered as a substitute for net income as an indicator of operating performance.

For the six months ended June 30, 2006, the company’s revenues were up 4.4% to $576.8 million and operating income increased 1.1% to $91.1 million. Diluted earnings per share for the six months ended June 30, 2006 were $0.65 (including a $0.03 impact in the 2006 period from stock-based compensation expense), compared to $0.63 for the 2005 six-month period.

Commenting on the second quarter 2006 performance, Chief Executive Officer Richard Hochhauser said, “Company-wide, operating income grew 7.8% on 5.1% revenue growth, and we generated $32.8 million of free cash flow in the quarter, up 14.0% over the prior year’s quarter.”

Discussing the performance of individual business segments, Hochhauser said, “Direct marketing was facing challenging comparisons to last year’s strong second quarter. Results in the second quarter of 2006 – revenue up 3.2% and operating income up 14.4% – were positively impacted by the receipt of a contract termination fee from one of our financial customers that was acquired earlier in the year. Last year we made reference to potential impact on our business as a result of M & A activity within our customer base. We certainly never like to lose business when one of our customers is involved in an acquisition, but we did receive the benefit of contract provisions that protected our investment. Absent this event, revenue for direct marketing would have been down slightly – less than one percent – and operating income would have been flat (excluding the impact of stock option expense). Our pharma/healthcare vertical had another strong quarter, with revenue up over 20%, and retail grew in the high single digits. Our select vertical was flat in the quarter, with the financial (excluding the receipt of the termination fee) and high tech/telecom verticals down in the low double digits.”

“Going into this year, we indicated that first half comparisons in direct marketing would be challenging given the strong first half performance in 2005 and what we saw for the business. This has indeed turned out to be the case. While we have performed reasonably well at the bottom line – improving margin slightly this quarter excluding the impact of the termination fee and stock-based compensation – to generate the profit performance we strive for we need to return to revenue growth, and we do feel relatively better about the outlook for revenue performance going forward.”

Turning to shopper performance, Hochhauser said, “Shoppers continued with solid revenue growth of 7.7%. Excluding the impact of stock based compensation, operating income was up about one percent. Operating income margins were impacted in the quarter by postage costs,

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newsprint rate increases, and expansion activity. We have added 600,000 circulation over the past 12 months with more than 400,000 additional circulation already launched or planned in the third quarter, and we saw revenue growth in both ROP (in-book) and distribution products.”

Concluding, Hochhauser said, “At the beginning of the year we stated that our goal for the year – looking at 2005 and 2006 on a comparable stock-based compensation basis – was to deliver good EPS growth for the full year 2006 in the high single digit or better range. This continues to be our goal. Our outlook continues to be positive for the targeted marketing business in general and Harte-Hanks in particular. We have built and continue to operate businesses that are reasonably predictable, have low customer concentration, and generate strong free cash flow.”

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding management’s expectations with respect to the company’s future revenues, earnings per share, operating income and expense related to equity based compensation. These and all other forward-looking statements in this press release are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected or implied in such forward-looking statements. Such factors include, without limitation, overall economic and business conditions, the demand for the company’s services by its clients and prospective clients (including the willingness and ability of the company’s clients to maintain or expand their spending), the financial condition of its clients, economic and other business factors that impact the industries that the company serves, the timing and ability of the company to manage the level of personnel and capacity in the future, competitive factors in the company’s markets, concern over consumer privacy issues, which may lead to enactment of legislation restricting or prohibiting the collection and use of information that is currently legally available, fluctuations in paper prices and postal rates, the number of options and other equity the company may issue to its employees, the number of shares the company repurchases in connection with its repurchase program, and general or regional economic conditions, among other factors. A further list and description of some of the risks and uncertainties potentially impacting the company’s business and future performance can be found in the company’s filings with the Securities and Exchange Commission.

Highlights of the second quarter included:

Shoppers:

• Harte-Hanks Shoppers expanded its PennySaverUSA.com website by forming co-brand relationships with major real estate and retail shopping sites, as well as by aggregating the content from a number of other shopper and free community publications located throughout the country.

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Direct Marketing:

• Harte-Hanks was awarded a 5-year contract with a large international producer of semiconductor devices to provide response services to their database marketing team. This includes supporting global customer communication in direct marketing and inbound/outbound email.

• A large global specialty retailer reported that it experienced increased store traffic and sales through the help of an installed, customer-focused Allink^® database marketing solution from Harte-Hanks, leading to a further engagement to develop a customer segmentation strategy and to provide ongoing campaign management and reporting.

• During the quarter, Harte-Hanks Trillium Software^® was positioned in the “leaders” quadrant of Gartner, Inc.’s Magic Quadrant for Data Quality Tools, 2006 report.

• Harte-Hanks Postfuture^® announced a “business partner” relationship with Goodmail Systems, Inc. Harte-Hanks will serve as a non-exclusive reseller of CertifiedEmail, a solution that applies a recognizable certification to e-mail on the Internet.

• Harte-Hanks won a contract with a large hi-tech company to provide inbound customer support for a business-to-business webinar tool.

• Harte-Hanks was awarded a multi-year contract with a large consumer electronics company to design and build a marketing database.

• Harte-Hanks won a contract with a large government agency and a multi-year contract with a large financial institution to provide Trillium Software^® licenses, maintenance, directory subscriptions and professional services.

Corporate:

• Harte-Hanks paid a regular cash dividend of 6.0 cents per share on June 15, 2006 to shareholders of record on June 1, 2006.

• Harte-Hanks purchased 1.5 million shares of its common stock in the second quarter bringing the year-to-date repurchase total to 2.3 million shares. There are approximately 4.0 million shares remaining from repurchase authorizations at June 30, 2006. Since January 1997 the company has acquired approximately 45.9 million shares (split adjusted) under its repurchase program.

Harte-Hanks is a worldwide direct and targeted marketing company that provides marketing services and shopper advertising opportunities to local, regional, national and international consumer and business-to-business marketers. Harte-Hanks Direct Marketing improves return

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on its clients’ marketing investment by increasing their prospect and customer value – a process of “customer optimization” –organized around five strategic considerations: Information (data collection/management) — Opportunity (data access/utilization) — Insight (data analysis/interpretation) — Engagement (knowledge application) — Interaction (program execution). Expert in integrating this process, Harte-Hanks Direct Marketing is highly skilled at tailoring solutions for each of the vertical markets it serves. Harte-Hanks Shoppers is North America’s largest owner, operator and distributor of shopper publications, with shoppers that are zoned into more than 1,000 separate editions with more than 12 million circulation each week in California and Florida.

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For more information, contact: Chief Financial Officer Dean Blythe (210) 829-9138 or e-mail at dblythe@harte-hanks.com.

This release and other information about Harte-Hanks can be found on the World Wide Web at http://www.harte-hanks.com.

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Harte-Hanks, Inc.

Consolidated Statements of Operations (Unaudited)

	Three months ended June 30,						Six months ended June 30,
In thousands, except per share data	2006			2005			2006			2005
Operating revenues	$	298,372		$	284,010		$	576,767		$	552,303
Operating expenses:
Labor		110,482			105,375			218,401			209,677
Production and distribution		106,138			98,793			207,989			192,381
Advertising, selling, general and administrative		21,761			24,191			42,999			44,803
Depreciation and amortization		8,443			7,831			16,260			15,303
		246,824			236,190			485,649			462,164
Operating income		51,548			47,820			91,118			90,139
Other expenses (income):
Interest expense		1,013			505			1,868			708
Interest income		(85	)		(37	)		(111	)		(115	)
Other, net		465			282			729			771
		1,393			750			2,486			1,364
Income before income taxes		50,155			47,070			88,632			88,775
Income tax expense		19,966			17,943			34,660			34,575
Net income	$	30,189		$	29,127		$	53,972		$	54,200
Basic earnings per common share	$	0.38		$	0.34		$	0.67		$	0.64
Weighted-average common shares outstanding		80,329			84,466			80,826			84,598
Diluted earnings per common share	$	0.37		$	0.34		$	0.65		$	0.63
Weighted-average common and common equivalent shares outstanding		81,915			86,337			82,472			86,381

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Harte-Hanks, Inc.

Business Segment Information (Unaudited)

	Three months ended June 30,								Six months ended June 30,
In thousands	2006			2005			%Change		2006			2005			% Change
OPERATING REVENUES:
Direct Marketing	$	173,808		$	168,388		3.2	%	$	338,126		$	338,407		-0.1	%
Shoppers		124,564			115,622		7.7	%		238,641			213,896		11.6	%
Total operating revenues	$	298,372		$	284,010		5.1	%	$	576,767		$	552,303		4.4	%
OPERATING INCOME - Note 1:
Direct Marketing	$	28,577		$	24,975		14.4	%	$	48,961		$	49,495		-1.1	%
Shoppers		26,274			26,505		-0.9	%		48,200			47,373		1.7	%
General corporate expense		(3,303	)		(3,660	)	9.8	%		(6,043	)		(6,729	)	10.2	%
Total operating income	$	51,548		$	47,820		7.8	%	$	91,118		$	90,139		1.1	%
DEPRECIATION AND AMORTIZATION
Direct Marketing	$	6,435		$	6,094		5.6	%	$	12,252		$	12,115		1.1	%
Shoppers		2,005			1,731		15.8	%		3,999			3,177		25.9	%
General corporate expense		3			6		-50.0	%		9			11		-18.2	%
Total depreciation and amortization	$	8,443		$	7,831		7.8	%	$	16,260		$	15,303		6.3	%

Reconciliation of Net Income to Free Cash Flow
	Three months ended June 30,				Six months ended June 30,
In thousands	2006		2005		2006		2005
Net Income	$	30,189	$	29,127	$	53,972	$	54,200
Add: After-tax stock-based compensation		1,141		63		2,231		79
Add: depreciation and amortization		8,443		7,831		16,260		15,303
Less: capital expenditures		6,948		8,216		17,390		16,893
Free cash flow	$	32,825	$	28,805	$	55,073	$	52,689

Note 1: Operating Income includes pre-tax stock-based compensation expense, as follows:

	Three months ended June 30,				Six months ended June 30,
	2006		2005		2006		2005
Direct Marketing	$	992	$	—	$	2,167	$	—
Shoppers		470		—		897		—
General corporate		433		102		595		128
	$	1,895	$	102	$	3,659	$	128

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Harte-Hanks, Inc.

Consolidated Balance Sheets (in thousands, except share amounts)

	(Unaudited)
	June 30, 2006			December 31, 2005
Assets
Current Assets
Cash and cash equivalents	$	26,928		$	24,561
Accounts receivable, net		171,152			184,537
Inventory		9,479			7,947
Prepaid expenses		17,015			14,783
Current deferred income tax asset		14,528			14,158
Other current assets		11,048			7,718
Total current assets		250,150			253,704
Property, plant and equipment, net		117,117			112,911
Goodwill, net		503,041			502,750
Other intangible assets, net		16,748			16,669
Other assets		3,253			3,629
Total assets	$	890,309		$	889,663
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	63,722		$	62,978
Accrued payroll and related expenses		24,449			35,735
Customer deposits and unearned revenue		62,275			54,143
Income taxes payable		14,517			12,710
Other current liabilities		8,856			9,781
Total current liabilities		173,819			175,347
Long-term debt		70,000			62,000
Other long-term liabilities		90,251			90,970
Total liabilities		334,070			328,317
Stockholders’ equity
Common stock, $1 par value, authorized: 250,000,000 shares Issued at June 30, 2006: 115,991,360 shares; at December 31, 2005: 115,453,416 shares		115,991			115,453
Additional paid-in-capital		284,344			269,865
Accumulated other comprehensive loss		(20,944	)		(21,982	)
Retained Earnings		1,024,917			980,505
Less treasury stock, June 30, 2006: 36,390,169 shares at cost; December 31, 2005: 33,965,335 shares at cost		(848,069	)		(782,495	)
Total stockholders’ equity		556,239			561,346
Total liabilities and stockholders’ equity	$	890,309		$	889,663

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