Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended June 30, 2002
Commission file number 1-9764
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 11-2534306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 Pennsylvania Ave., N.W., Ste. 1010, Washington, D.C. 20004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 393-1101
Securities registered pursuant to section 12(b) of the Act
Title of Each Class Name of Exchange on Which Registered
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of September 3, was $1,555,769,535.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 32,489,230
shares of Common Stock, par value $.01 per share, as of September 3, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended June 30, 2002, are incorporated by reference in Part I, Item 1, and
Part II, Items 5, 7 and 8.
Portions of the Registrant's definitive Proxy Statement relating to the
2002 Annual Meeting of Stockholders are incorporated by reference in Part III,
Items 10 (as related to Directors), 11, 12, and 13.
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TABLE OF CONTENTS
Page
PART I
Item 1. Business......................................... 5
Item 2. Properties....................................... 24
Item 3. Legal Proceedings................................ 27
Item 4. Submission of Matters to a Vote of
Security Holders................................. 27
Executive Officers of the Registrant............. 27
PART II
Item 5. Market for the Registrant's Common
Equity and Related Stockholder
Matters.......................................... 28
Item 6. Selected Financial Data.......................... 29
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations............................ 29
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.................... 30
Item 8. Consolidated Financial Statements
and Supplementary Data........................... 31
Item 9. Changes in and Disagreements
With Accountants on Accounting and
Financial Disclosure............................. 31
PART III
Item 10. Directors and Executive Officers of
the Registrant.................................... 31
Item 11. Executive Compensation............................ 32
Item 12. Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder Matters................... 32
Item 13. Certain Relationships and Related
Transactions...................................... 32
Item 14. Controls and Procedures........................... 32
PART IV
Item 15. Exhibits, Financial Statement
Schedules and Reports on Form 8-K................. 33
List of Financial Statements and
Financial Statement Schedules..................... 43
Independent Auditor's Report...................... 45
Index to Exhibits................................. 49
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PART I
ITEM 1. BUSINESS
Overview
Harman International is a worldwide leader in the manufacture of high
quality high-fidelity audio products and audio systems for consumer and
professional use, and of integrated infotainment systems for many of the
major automotive makers in the world. For over 50 years, we have
developed, both internally and through a series of strategic acquisitions,
a broad range of product offerings sold under renowned brand names in
our principal markets. The Company has also developed a substantial
and experienced digital engineering capability. We believe that our
JBL, Infinity, Harman/Kardon, Mark Levinson and Becker brand names
are well-known worldwide for premium quality and performance. We
have built these brands by developing our world-class engineering,
manufacturing and marketing competence and have employed those
resources to establish worldwide leadership in these fields.
We organize our businesses by the end-user markets they serve. Our
Consumer Systems Group designs, manufactures, and markets
loudspeakers, audio electronics and infotainments systems for vehicles
and designs, manufactures, and markets loudspeakers and electronics for
home audio, video and computer applications. Our Professional Group
designs, manufactures, and markets loudspeakers, microphones,
electronics, and systems used by audio professionals in concert halls,
stadiums, airports and other buildings and recording, broadcast, cinema
and music reproduction applications.
We believe significant growth opportunities exist with our automotive
original equipment manufacturer customers through higher penetration
levels within existing models, increases in the number of models
offering our audio systems, supply agreements with additional
automakers and increases in per-vehicle content through the provision
of integrated infotainment systems and new hardware and software
licensing agreements. We have already received purchase commitments
for integrated infotainment systems to be installed in 2002 and 2003
model year vehicles manufactured by Mercedes-Benz, Audi, BMW and
Porsche. We began shipping integrated infotainment systems for the
BMW 7 Series in November 2001 and for the Mercedes-Benz E Class
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in February 2002. We expect production of integrated infotainment
systems for the Audi A8 and certain Porsche models to begin during
fiscal 2003.
Our primary manufacturing facilities are located in California, Indiana,
Utah, Kentucky, Germany, the United Kingdom, Mexico, France,
Austria, Sweden, China and Hungary. Harman International Industries,
Incorporated is a Delaware corporation formed in 1980.
Consumer Systems Group
Our Consumer Systems Group designs, manufactures, and markets
loudspeakers, audio electronics and infotainments systems for vehicles
and designs, manufactures, and markets loudspeakers and electronics for
home audio, video and computer applications. These products and
systems are marketed under brand names including JBL, Infinity,
Harman/Kardon, Lexicon, Becker, Mark Levinson, Proceed, Revel and
AudioAccess. We believe that we have a unique portfolio of brand
names and range of product offerings in the consumer audio market, and
that the JBL, Infinity and Harman/Kardon brands are recognized
throughout the world for superior sound quality and excellent value.
High-end products bearing the Lexicon, Mark Levinson, Proceed and
Revel brands are acclaimed for their state-of-the-art sound reproduction.
The Consumer Systems Group offers premium, branded audio systems
to retail automobile purchasers through engineering and supply
agreements with original equipment manufacturers, including
DaimlerChrysler, BMW, Toyota, Lexus, Mitsubishi, Porsche, Land
Rover, Saab, Peugeot and Ferrari, complemented by non-branded
loudspeaker supply agreements with other automakers including Audi,
Volvo, VW, Ford, Renault and Fiat.
The Consumer Systems Group also supplies car audio, video and
navigation systems. We have also developed integrated infotainment
systems, which manage the car audio, video and navigation provided by
the Company, and climate control, telecommunications and internet
access functions, provided by third parties. We have already received
purchase commitments for integrated infotainment systems to be
installed in 2002 and 2003 model year vehicles manufactured by
Mercedes-Benz, Audi, BMW and Porsche. We began shipping
integrated infotainment systems for the BMW 7 Series in November
2001 and for the Mercedes-Benz E Class in February 2002. We expect
production of integrated infotainment systems for the Audi A8 and
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certain Porsche models to begin during fiscal 2003. DaimlerChrysler,
our largest automotive customer, offers Infinity branded car audio
systems in the majority of its Chrysler, Dodge and Jeep lines. Mitsubishi
also offers Infinity branded car audio systems. In addition, JBL branded
audio systems are produced for Toyota, Peugeot and Hyundai. BMW
and Saab offer our Harman/Kardon systems and Lexus offers our high-
end Mark Levinson audio systems. Our Harman Becker head units and
navigation systems and non-branded loudspeaker systems are installed
in a substantial number of Mercedes-Benz, BMW and Porsche
automobiles.
The Consumer System Group offers its home and automotive aftermarket
audio and electronic products primarily through audio/video specialty
stores and certain well-respected audio/video chain stores, such as Circuit
City, Best Buy and Tweeter in North America and MediaMarkt in Europe.
These products include audio/video receivers, amplifiers, DVD and CD
players in addition to different types of loudspeakers and navigation
devices for cars. Our dealers are knowledgeable about the features and
capabilities of audio and video products and emphasize high-quality
systems to consumers. Sales and marketing activities for these products
include dealer education programs, point-of-sale displays, participation in
consumer audio trade shows, comprehensive product literature and mass-
media advertising. We currently offer home consumer products under
the Harman/Kardon, JBL, Mark Levinson, Infinity, Lexicon and Revel
brands.
The Consumer Systems Group also offers branded audio products to
personal computer users through supply agreements and licenses with
Dell and Apple. We believe that these audio systems enhance the appeal
and capability of the personal computer as an entertainment device.
Professional Group
Our Professional Group designs, manufactures, and markets
loudspeakers and electronics used by audio professionals in concert
halls, stadiums, airports and other buildings and recording, broadcast,
cinema and music reproduction applications. We provide high quality
products to the sound reinforcement, music instrument support, and
broadcast and recording segments of the professional audio market. We
offer complete systems solutions for professional installations and users
around the world. The professional group includes the JBL Professional,
Soundcraft, Crown, DOD, Digitech, dbx, AKG, Lexicon, BSS and
Studer brands.
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We believe that our Professional Group is uniquely equipped to provide
turnkey systems solutions for professional audio applications that offer
the customer improved performance, reliability, ease of installation and
reduced cost. Professional applications of Harman products include
stadiums, opera houses, concert halls, recording studios, broadcast
studios, theaters, houses of worship and cinemas. Touring performing
artists also use our professional products. Sound systems incorporating
components manufactured by JBL, Crown, Lexicon, AKG, Studer and
Soundcraft are in use around the world in such places as the Grand Ole
Opry in Nashville, the Kennedy Center in Washington, D.C., Pacific
Bell Park in San Francisco, Experience Music Project in Seattle, the
Great Hall of the People in Beijing, China, the Royal Danish Theater in
Copenhagen and the Sydney Opera House in Sydney, Australia. Our
professional equipment is used on tour by performing artists throughout
the world.
The Company's professional audio products are marketed worldwide
through professional sound equipment dealers, including sound system
contractors that directly assist major users. The Company's sales and
marketing group for its professional products is separate and
independent of its consumer product sales group. Professional audio
sales and marketing activities include dealer education programs, point-
of-sale displays, participation in professional audio trade shows and
professional audio media advertising.
We believe that JBL Professional is a leader in the sound reinforcement
and cinema markets serving customers such as AMC Theatres, Loew's
Cineplex, Edwards Cinemas and United Artist Theaters. Stadiums,
concert halls, houses of worship and major concert tours rely on sound
reinforcement products from the professional group, such as JBL
loudspeakers, JBL, Crown and BSS amplifiers, BSS loudspeaker system
management products, AKG microphones, DOD and dbx signal
processing equipment, and Soundcraft mixing consoles, to produce high
quality sound.
Our AKG business manufactures high quality microphones and
headphones. Our expertise in the design and manufacture of miniature
transducers for special microphone applications has led to market
opportunities in the mobile telecommunications equipment and hands-
free automotive communications markets, as well as for its traditional
professional audio activities. We manufacture the earpiece and
mouthpiece transducer capsules for mobile telephone manufacturers
including Nokia, Kyocera, Ericsson and Sony. We also manufacture
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miniature transducers for hands-free communications applications in
Mercedes-Benz automobiles and in General Motors automobiles that are
equipped with the OnStar system.
Professional customers in the recording and broadcast market include
radio and television stations, recording studios, postproduction houses,
digital editing suites, and home studios such as Lucasfilm's Skywalker
Ranch, Polygram Records and Walt Disney Imagineering, and are
primarily served by our Studer, JBL, Crown, Lexicon, Soundcraft,
AMEK, and AKG divisions.
Our JBL, Crown, DOD, Lexicon and Digitech businesses also serve the
music instrument support segment of the professional audio market.
JBL manufactures and markets loudspeakers, monitors and amplifiers.
Crown manufactures professional amplifiers. DOD, Digitech and dbx
sell sound effects and other signal processors, portable mixing consoles
and guitar amplifiers. The music instrument support market also
provides portable digital signal processing components, guitar
amplifiers and portable loudspeaker systems used by touring performers.
Music instrument support products are sold through music retail stores
such as Guitar Center and Sam Ash.
Products
Consumer Products. We believe that we are a leading global
manufacturer of premium branded automotive audio systems offered by
automakers as an option to their customers. In our offering of
loudspeakers, head units, amplifiers and infotainment systems through
automobile manufacturers, we leverage our expertise in the design and
manufacture of high-quality loudspeakers, radios and other electronics,
as well as the reputation for quality associated with our JBL, Infinity,
Harman/Kardon, Mark Levinson and Becker brand names. Our
engineers are engaged by the automobile manufacturers early in the
vehicle cabin design process to develop systems that optimize acoustic
performance and minimize weight and space requirements. We have
developed the technical competencies to offer multimedia systems to
automobile manufacturers integrating audio, video, navigation,
telematics, internet access, and security.
Our Infinity-branded car audio systems are offered by
DaimlerChrysler's Chrysler, Dodge and Jeep lines as well as by
Mitsubishi. Toyota, Peugeot and Hyundai offer JBL branded audio
systems. BMW, Jaguar and Saab offer our Harman/Kardon branded
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systems and our Mark Levinson branded systems are offered by Lexus.
We also supply Harman Becker head units, navigation systems and
other electronics to DaimlerChrysler, BMW, Audi, Porsche and Renault.
We manufacture loudspeakers under the JBL, Infinity and Revel brand
names for the consumer home audio market. These loudspeaker lines
include models designed for two-channel stereo and multi-channel
surround sound applications in the home in a wide range of choices,
including floorstanding, bookshelf, powered, low frequency, in-wall,
wireless and all-weather, in styles and finishes ranging from high gloss
lacquers to genuine wood veneers. The JBL and Infinity product lines
also include car loudspeakers, amplifiers and crossover products sold in
the aftermarket.
We offer a broad range of consumer audio electronics. Our
Harman/Kardon home electronics line includes audio-video receivers
featuring Dolby Digital and DTS surround sound processing capabilities
and multi-channel amplifiers, multi-disc DVD players and CD
recorders. Becker manufactures and sells Traffic Pro radio navigation
systems and Becker On-Line Pro systems, which provide radio,
navigation, telephone and internet access.
We design and manufacture high-end electronics, including amplifiers,
pre-amplifiers, digital signal processors, compact disc players and
transports, DVD transports, amplifiers and surround sound processors
that we market under the renowned Mark Levinson and Proceed brands.
AudioAccess products provide in-home, multisource, multi-zone sound
system controls, serving home theater and multi-room applications.
Revel loudspeaker systems are designed to complement the superior
performance of Madrigal's electronic brands for both music and home
theater applications.
We also believe that we are a leader in the design and manufacture of
high-quality home theater surround sound processors and amplifiers
under the Lexicon name. Lexicon was a pioneer in the development of
digital signal processors for the professional audio market and has
successfully transferred its professional audio expertise to produce
excellent products sold to consumers.
Harman/Kardon branded premium audio systems are offered with
personal computers manufactured by Apple and Dell. We participate in
this market through design and brand name licensing as well as direct
sourcing. These audio systems enhance the appeal and capability of the
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personal computer as an entertainment device.
Professional Products. Our professional products include loudspeaker
and audio equipment that are marketed under many of the most
respected brand names in the industry, including JBL Professional,
Soundcraft, Crown, Lexicon, DOD, Digitech, AKG, BSS, dbx, and
Studer.
The professional market is increasingly involved in digital technology.
We believe that our Professional Group is a leader in this market. Our
Professional Group derives value from its ability to share research and
development, engineering talent and other digital resources among its
divisions. Our Soundcraft, Studer, Crown, Lexicon and Harman Music
Group businesses each have substantial digital engineering resources
and work together to achieve common goals by sharing resources and
technical expertise.
The Professional Group's loudspeaker products are well known for high
quality and superior sound. The JBL Professional portfolio of products
includes studio monitors, loudspeaker systems, power amplifiers, sound
reinforcement systems, bi-radial horns, theater systems, surround
systems and industrial loudspeakers.
We believe that we are a leading manufacturer and marketer of audio
electronics equipment for professional use. Such products are marketed
on a worldwide basis under various trade names, including Soundcraft,
Crown, Lexicon, DOD, Digitech, AKG, BSS, dbx and Studer, and are
often sold in conjunction with our professional loudspeakers.
Our Soundcraft lines of high-quality sound mixing consoles extend from
automated multi-track consoles for professional recording studios to
compact professional mixers for personal recording and home studios.
Soundcraft products span four main market areas: sound reinforcement,
recording studios, broadcast studios and musical instrument dealers.
The Harman Music Group product line is marketed under the DOD,
dbx, and DigiTech brand names, and is sold primarily to professional
audio and musical instrument dealers. Harman Music Group products
include signal processing equipment, equalizers, mixers and special
effects devices.
We believe that we are also a leading manufacturer of high-quality
microphones and headphones. The AKG product line includes
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microphones, audio headphones, surround-sound headphones and other
professional audio products marketed under the AKG brand name. AKG
has leveraged its engineering and manufacturing expertise to enter the
telecommunications market, supplying miniature transducers to mobile
phone makers Nokia, Ericsson, Kyocera and Sony, as well as the
automotive hands-free communications market, supplying microphone
arrays to Mercedes-Benz and General Motors.
We believe that our Crown business is a leading professional amplifier
manufacturer and enhances our ability to provide complete systems
solutions to the professional audio market. Our Lexicon digital signal
processing products are used in live sound applications and in recording
studios to produce sound effects and refine final mixes. Our Studer
Professional Audio recording and broadcast products are recognized for
their high quality and reliability. Products include analog and digital
mixing consoles, switching systems, digital audio workstations and
turnkey broadcasting studio installations.
Operating and Geographic Segment Information
The Company is organized into segments by the end-user markets they
serve - consumer and professional. Financial information about the
Company's operating and geographic segments required to be included in
this report is incorporated by reference to Note 9 of Notes to Consolidated
Financial Statements contained in the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 2002.
Manufacturing
The Company believes that its manufacturing capabilities are essential to
maintaining and improving product quality and performance. Other than
certain Harman/Kardon electronic components, the Company
manufacturers most of the products it sells.
We believe that our facilities in California, Indiana, Kentucky, Mexico,
Germany, and Hungary that manufacture loudspeakers and electronics for
infotainment systems are world class. In each of these facilities, the
Company has shifted from traditional manual assembly lines to software-
driven, highly-automated lines designed to provide improved efficiency
and flexibility.
The Company's loudspeaker manufacturing capabilities include the
production of high-gloss lacquer and wooden veneer loudspeaker
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enclosures, wire milling, voice coil winding and the use of computer
controlled lathes and other machine tools to produce precision
components. The Company's high degree of manufacturing integration
enables it to maintain consistent quality levels, resulting in reliable, high-
performance products. The Company capitalizes on opportunities to
transfer technology and materials developments across product lines to
maximize the utility of engineering, design, development and
procurement resources.
The Company's principal domestic manufacturing facility in Northridge,
California, manufactures JBL and Infinity loudspeakers and audio
electronics for home, car and professional applications. The Company
manufactures loudspeakers and assembles sound systems for the OEM
automotive market in Martinsville, Indiana. Harman Music Group
manufactures professional electronics products at its facility in Salt Lake
City, Utah. Crown International manufactures professional amplifiers at
its Elkhart, Indiana facility. The Company's newest manufacturing
facilities are located in Franklin, Kentucky and in Tijuana and Juarez,
Mexico. The Kentucky facility manufactures automotive audio systems
for Toyota and the Tijuana, Mexico facility manufactures loudspeaker
cabinets for JBL and Infinity. The Juarez facility manufactures
automotive audio systems for Chrysler.
The Company has a strong manufacturing presence in Europe. European
automotive loudspeaker and electronics manufacturing includes the
production of loudspeakers and amplifiers in the United Kingdom,
Germany, Sweden, France and Hungary. Infotainment systems, car
radios, navigation systems, amplifiers and other electronics are
manufactured in Germany. The Company manufactures cabinet
enclosures and assembles complete JBL and Infinity loudspeakers in
Denmark. European professional electronics manufacturing includes
Soundcraft in the United Kingdom (mixing consoles), Studer in
Switzerland (professional recording and broadcast equipment) and AKG
in Austria (microphones and headphones). The Company also has
engineering and design facilities in the U.S. and Germany.
Suppliers
Several independent suppliers manufacture products designed by Harman
Kardon. The loss of any one of these suppliers would not have a material
impact on the consolidated earnings or consolidated financial position of
the Company.
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The Company utilizes certain third-party suppliers to manufacture
loudspeakers sold to personal computer manufacturers. Production
difficulties at these third-party suppliers would not have a material impact
on the consolidated earnings of the Company.
The Company uses externally-sourced microchips in many of its products.
A significant disruption in our microchip supply chain and an inability to
obtain alternative sources would have a material impact on the
consolidated sales and earnings of the Company.
Trademarks and Patents
The Company markets its products under numerous trademarks, including
JBL, Infinity, Harman Kardon, Citation, Crown, Audax, Becker,
Soundcraft, Spirit, AMEK, DOD, DigiTech, Lexicon, AKG, Studer, BSS,
Sound-Web, dbx, AudioAccess, Mark Levinson, Madrigal Imaging,
Proceed, Revel, VMAx, EON, Harman, and Control. The Company's
registrations cover use of its trademarks in connection with various
products, such as loudspeakers, speaker systems, speaker system
components and other electrical and electronic devices. These trademarks
are registered or otherwise protected in substantially all major
industrialized countries.
As of June 30, 2002, the Company held approximately 674 United States
and foreign patents covering various products, product designs and
circuits, and had approximately 888 patent applications pending around
the world. The Company vigorously protects and enforces its trademark
and patent rights.
Seasonality
The Company experiences seasonal fluctuations in sales and earnings.
The first fiscal quarter is the generally the weakest due to the automotive
model changeovers and the summer holidays in Europe. Variations in
seasonal demands among end-user markets may cause operating results to
vary from quarter to quarter.
Customers
Sales to DaimlerChrysler for fiscal year 2002 accounted for 20.6 percent
of the Company's consolidated net sales. At June 30, 2002, accounts
receivable due from DaimlerChrysler was 19 percent of consolidated
accounts receivable. The loss of sales to DaimlerChrysler would have a
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material adverse effect on the consolidated sales, earnings and financial
position of the Company.
Backlog Orders
Because the Company's practice is to produce automotive products and
systems on a just-in-time basis and maintain sufficient inventories of
finished goods to fill orders promptly, the level of backlog is not
considered to be an important index of the Company's future
performance. The Company's order backlog was approximately $23.9
million at June 30, 2002.
Warranties
Harman warrants its home products to be free from defects in materials
and workmanship for a period ranging from 90 days to five years from the
date of purchase, depending on the product. The warranty is a limited
warranty, and it imposes certain shipping costs on the customer and
excludes deficiencies in appearance except for those evident when the
product is delivered. Harman dealers normally perform warranty service
for loudspeakers in the field, using parts supplied on an exchange basis by
the Company. Warranties in international markets are generally similar to
those in the domestic market.
Competition
The audio industry is fragmented and competitive with many
manufacturers, large and small, domestic and international, offering audio
products that vary widely in price and quality and are distributed through a
variety of channels. Consumer products are offered through channels
including audio specialty stores, discount stores, department stores, mail
order firms and internet merchants. Consumer products are also offered
as OEM options on automobiles and personal computers through the
automotive and computer dealer channels. Professional products are
offered through music instrument retailers, professional audio dealers,
contractors and installers and on a contract bid basis. The Company
concentrates on the higher-quality, higher-priced segments of the audio
market. The Company competes based upon its strong brand names, the
breadth of its product lines, and its comprehensive marketing, engineering
and manufacturing resources.
The Company believes that it currently has a significant share of the
consumer market for loudspeakers (home, automotive and computer),
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primarily as a result of the strength of its brand names. We believe JBL
and Infinity are two of the most recognized loudspeaker brands in the
world. The development of our high-end loudspeaker brand, Revel, over
the past several years, has extended our market position and
complemented our Mark Levinson and Proceed high-end electronics lines.
The Company's principal competitors in the consumer loudspeaker
market include Bose, Boston Acoustics, B&W, KEF, Celestion,
Paradigm, Klipsch, Cambridge SoundWorks and Polk Audio.
Competition in the consumer electronic components segment remains
intense, with this market dominated by large Asian competitors. The
short life cycle of products and a need for continuous design and
development efforts characterize this segment. The Company's
competitive strategy is to compete in the higher-quality segments of this
market and to continue to emphasize the Company's ability to provide
systems solutions to customers, including a combination of loudspeakers
and electronics products, providing integrated surround sound and home
theater systems. The Company's principal electronics competitors include
Marantz, Kenwood, Sony, Denon, Onkyo, Nakamichi, Pioneer and
Yamaha. The Company competes in the high-end consumer electronics
market with its Mark Levinson, Lexicon and Proceed brands. Principal
competitors in this high-end market include Krell, McIntosh, Audio
Research, Meridian, Linn and Accuphase.
In the personal computer audio market, the Company's Harman/Kardon
products are offered on systems sold by Apple and Dell. Principal
competitors in this segment include Boston Acoustics, Creative Labs,
Altec-Lansing and LabTec.
In the OEM automotive market, the Company's principal competitors
include Bose, Pioneer and Foster Electric in the loudspeaker systems
segment and Alpine, Bosch, Panasonic, Siemens, Delphi, Visteon, Denso
and Mannesman in the electronics segment. The Company is the only
supplier of branded audio systems to Chrysler, Jeep and Mitsubishi
automobiles in the United States, and also supplies branded audio systems
to Toyota, Lexus, BMW, Saab and Peugeot. The Company also supplies
non-branded loudspeaker systems to Chrysler, Mercedes-Benz,
Volkswagen, Audi, Porsche, Volvo, Ford of Europe and Fiat. The
Company is a primary supplier of radio head units to Mercedes-Benz,
BMW and Porsche, and also supplies TV tuners, navigation systems and
other electronics to Mercedes-Benz, BMW, Porsche, Audi, and Renault.
The Company competes based upon the strength of its brand name
recognition and the quality of its products together with its technical
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expertise in designing loudspeaker systems, electronics, navigation
systems, man-machine interfaces and complete multimedia systems to fit
the acoustic properties of each automobile model.
The market for professional sound systems is highly competitive. We
believe the Company has historically held a leading market position in the
professional loudspeaker market and has complemented its professional
loudspeaker line by adding digital professional electronics products and
broadcast and recording equipment. The Company competes using its
ability to provide systems solutions to meet the complete audio
requirements of its professional customers. Harman offers products for
most professional audio applications.
The Company competes in the sound reinforcement market using many of
its brand names, including JBL Professional, AKG, Crown, Soundcraft,
and BSS. Principal competitors in the sound reinforcement market
include the Electro Voice division of Telex, Eastern Acoustic
Works/Mackie, QSC, Sennheiser, Tannoy, Peavey, Shure, Audio
Technica, Fender, Marshall, Sony and Yamaha. The Professional Group
competes in the broadcast and recording areas with its Studer, AKG,
Soundcraft, and Lexicon brands. Principal recording and broadcast
competitors include Sony, Yamaha, Neve, Sennheiser, Denon, SSL,
Shure, Tascam, Alesis and Audio Technica. In the music instrument
market, competitors for the Company's JBL, DOD, Digitech, dbx,
Lexicon, and Spirit products include Yamaha, Peavey, Rane, Roland,
Alesis, Marshall, Fender, Sony, Mackie and T.C. Electronics.
The Professional Group also competes in the industrial and architectural
sound market. Competitors within this market include Siemens, Peavey,
and Tannoy.
Environmental Matters
The Company is subject to various federal, state, local and international
environmental laws and regulations, including those governing the use,
discharge and disposal of hazardous materials. The Company's
manufacturing facilities are believed to be in substantial compliance with
current laws and regulations. The cost of compliance with current
environmental laws and regulations has not been, and is not expected to
be, material.
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Research and Development
The Company's expenditures for research and development were $109.9
million, $88.7 million and $76.2 million for the fiscal years ending June
30, 2002, 2001 and 2000, respectively.
Number of Employees
As of June 30, 2002, the Company had 10,389 full-time employees,
including 3,346 domestic employees and 7,043 international employees,
compared to 10,676 total employees at June 30, 2001.
Forward Looking Statements
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and 21E of the Exchange Act of 1934.
You should not place undue reliance on these statements. Forward-
looking statements include information concerning possible or assumed
future results of operations, capital expenditures, the outcome of
pending legal proceedings and claims, including environmental matters,
goals and objectives for future operations, including descriptions of our
business strategies and purchase commitments from customers, among
other things. These statements are typically identified by words such as
"believe", "anticipate", "expect", "plan", "intend", "estimate", and
similar expressions. We base these statements on particular
assumptions that we have made in light of our industry experience, as
well as our perception of historical trends, current conditions, expected
future developments and other factors that we believe are appropriate
under the circumstances. As you read and consider the information in
this report, you should understand that these statements are not
guarantees of performance or results. In light of these risks and
uncertainties, there can be no assurance that the results and events
contemplated by the forward-looking statements contained in, or
incorporated by reference into, this report will in fact transpire.
Although we believe that these forward-looking statements are based on
reasonable assumptions, you should be aware that many factors could
affect our actual financial results or results of operations and could
cause actual results to differ materially from those expressed in the
forward-looking statements. Some of those factors are described below.
18
Failure to maintain relationships with our largest customer and failure
by our customers to continue to purchase expected quantities of our
products due to changes in market conditions could have an adverse
effect on our operations.
Sales to DaimlerChrysler accounted for 20.6% of our consolidated net
sales for the fiscal year ended June 30, 2002. We anticipate that
DaimlerChrysler will continue to account for a significant portion of our
sales for the foreseeable future; however, DaimlerChrysler is not
obligated to any long-term purchase of our products. The loss of sales to
DaimlerChrysler could have a material adverse effect on our
consolidated sales, earnings and financial position.
A decrease in discretionary spending would likely reduce our sales.
Our sales are dependent to a substantial extent on discretionary spending
by consumers, which may be adversely impacted by economic
conditions affecting disposable consumer income and retail sales. In
addition, our sales of audio products to the automotive OEM market are
dependent on the overall success of the automobile industry, as well as
the willingness, in many instances, of automobile purchasers to pay for
the option of a premium branded automotive audio system.
Our business could be adversely affected if we are unable to obtain raw
materials and components from our suppliers on favorable terms.
We are dependent upon certain unaffiliated domestic and foreign
suppliers for various components, parts, raw materials and certain
finished products. Some of our suppliers produce products that compete
with our products. Although we believe that the loss of any one or more
of our suppliers would not have a long-term material adverse effect on
our business because other suppliers would be able to fulfill our
requirements, the loss of certain suppliers could, in the short term,
adversely affect our business until alternative suppliers are able to ship
adequate amounts of raw materials or components to us. We have begun
using multiple vendors and have limited our reliance on any single
supplier.
We may lose market share if we are unable to compete successfully
against our current and future competitors.
The high fidelity audio products market is fragmented, highly
competitive, rapidly changing and characterized by price competition.
19
Many manufacturers, large and small, domestic and foreign, offer audio
systems that vary widely in price and quality and are marketed through a
variety of channels, including audio specialty stores, discount stores,
department stores and mail order firms. Some of our competitors have
financial and other resources greater than ours. We cannot assure you
that we will continue to compete effectively against existing or new
competitors that may enter our markets. We also compete indirectly
with automobile manufacturers that may improve the quality of original
equipment sound systems, reducing demand for our aftermarket mobile
audio products, or change the designs of their cars to make installation
of our aftermarket products more difficult or expensive.
Our products may not satisfy shifting consumer demand or compete
successfully with competitors' products.
Our business is based on the demand for audio products and our ability
to introduce distinctive new products that anticipate changing consumer
demands and capitalize upon emerging technologies. If we fail to
introduce new products, misinterpret consumer preferences or fail to
respond to changes in the marketplace, consumer demand for our
products could decrease and our brand image could suffer. In addition,
our competitors may introduce superior designs or business strategies,
undermining our distinctive image and our products' desirability. If any
of these events occur, our sales could decline.
Currency fluctuations may reduce the profits on our foreign sales or
increase our costs, either of which could adversely affect our financial
results.
A significant amount of our assets and operations are located outside the
United States. Consequently, we are subject to fluctuations in foreign
currency exchange rates. Translation losses as a result of currency
fluctuations may adversely affect the profits on our foreign sales and
have a negative impact on our financial results. In addition, we purchase
certain foreign-made products. Although we hedge a portion of our
foreign currency exposure and, due to the multiple currencies involved
in our business, foreign currency positions partially offset and are netted
against one another to reduce exposure, we cannot assure you that
fluctuations in foreign currency exchange rates will not make these
products more expensive to purchase. Any increase in our costs of
purchasing these products could negatively impact our financial results
to the extent we are not able to pass those increased costs on to our
customers.
20
If we do not continue to develop, introduce and achieve market
acceptance of new and enhanced products, our sales may decrease.
In order to increase sales in current markets and gain footholds in new
markets, we must maintain and improve existing products, while
successfully developing and introducing new products. Our new and
enhanced products must respond to technological developments and
changing consumer preferences. We may experience difficulties that
delay or prevent the development, introduction or market acceptance of
new or enhanced products. Furthermore, despite extensive testing, we
may be unable to detect and correct defects in our products before we
ship them to our customers. Delays or defects in new product
introduction may result in loss of sales or delays in market acceptance.
Even after we introduce them, our new or enhanced products may not
satisfy consumer preferences and product failures may cause consumers
to reject our products. As a result, these products may not achieve
market acceptance. In addition, our competitors' new products and
product enhancements may cause consumers to defer or forego
purchases of our products.
Our operations could be harmed by factors including political
instability, natural disasters, fluctuations in currency exchange rates
and changes in regulations that govern international transactions.
The risks inherent in international trade may reduce our international
sales and harm our business and the businesses of our distributors and
suppliers. These risks include:
-changes in tariff regulations;
-political instability, war, terrorism and other political risks;
-foreign currency exchange rate fluctuations;
-establishing and maintaining relationships with local distributors and
dealers;
-lengthy shipping times and accounts receivable payment cycles;
-import and export licensing requirements;
-compliance with a variety of foreign laws and regulations, including
unexpected changes in taxation and regulatory requirements;
-greater difficulty in safeguarding intellectual property than in the
U.S.; and
-difficulty in staffing and managing geographically diverse operations.
21
These and other risks may increase the relative price of our products
compared to those manufactured in other countries, reducing the
demand for our products.
If we are unable to enforce or defend our ownership and use of our
intellectual property, our business may decline.
Our future success will depend, in substantial part, on our intellectual
property. We seek to protect our intellectual property rights, but our
actions may not adequately protect the rights covered by our patents,
patent applications, trademarks and other proprietary rights, and
prosecution of our claims could be time consuming and costly. In
addition, the intellectual property laws of some foreign countries do not
protect our proprietary rights as do the laws of the U.S. Despite our
efforts to protect our proprietary information, third parties may obtain,
disclose or use our proprietary information without our authorization,
which could adversely affect our business. From time to time, third
parties have alleged that we infringe their proprietary rights. These
claims or similar future claims could subject us to significant liability
for damages, result in the invalidation of our proprietary rights, limit our
ability to use infringing intellectual property or force us to license third-
party technology rather than dispute the merits of any infringement
claim. Even if we prevail, any associated litigation could be time
consuming and expensive and could result in the diversion of our time
and resources.
Covenants in our debt agreements could restrict our operations.
The instruments governing our senior notes and our revolving credit
facility contain certain provisions that could restrict our operating and
financing activities. They restrict our ability to, among other things:
-create or assume liens;
-enter into sale-leaseback transactions; and
-engage in mergers or consolidations.
Because of the restrictions on our ability to create or assume liens, we
may have difficulty securing additional financing in the form of
additional indebtedness. In addition, our revolving credit facility
contains other and more restrictive covenants, including financial
covenants that will require us to achieve specified financial and
operating results and maintain compliance with specified financial
ratios. We may have to curtail some of our operations to maintain
22
compliance with these covenants. If we fail to comply with the
covenants contained in our debt agreements, the related debt incurred
under those agreements could be declared immediately due and payable,
which could also trigger a default under other agreements.
Our ability to meet the covenants or requirements in our credit facilities
and the indentures relating to our outstanding senior notes may be
affected by events beyond our control, and we cannot assure you that we
will satisfy these covenants and requirements.
A breach of these covenants or our inability to comply with the financial
ratios, tests or other restrictions could result in an event of default under
our revolving credit facility. Additionally, an event of default under our
revolving credit facility is also an event of default under the indentures
governing our senior notes. Upon the occurrence of an event of default
under our revolving credit facility, the lenders and/or the note holders
could elect to declare all amounts outstanding under our revolving credit
facility and/or one or both of the indentures, together with accrued
interest, to be immediately due and payable. If the payment of our
indebtedness was accelerated, there can be no assurance that we will be
able to make those payments or borrow sufficient funds from alternative
sources to make those payments. Even if we were to obtain additional
financing, that financing may be on unfavorable terms.
Harman International is a holding company with no operations of its
own and therefore our cash flow and ability to service debt are
dependent upon distributions from our subsidiaries.
Harman International's ability to service its debt and pay dividends is
dependent upon the operating earnings of its subsidiaries. The
distribution of those earnings, or advances or other distributions of
funds by those subsidiaries to Harman International, all of which could
be subject to statutory or contractual restrictions, are contingent upon
the subsidiaries' earnings and are subject to various business
considerations.
23
ITEM 2. PROPERTIES
We believe that our manufacturing capabilities are essential to
maintaining and improving product quality and performance. We
manufacture most of the products that we sell other than some of our
Harman Kardon electronic components. We also manufacture certain
products for other loudspeaker companies as an original equipment
manufacturer. Our principal manufacturing facilities are located in
California, Indiana, Utah, Kentucky, Germany, the United Kingdom,
Denmark, Mexico, France, Austria and Hungary. These facilities are
described in the table below.
24
Square Owned or Percentage
Location Footage Leased Utilization Segments
- -------------------------- ---------- ---------- ------------- --------------
Northridge, California 569,000 Leased 94% Consumer,
Professional
Ittersbach, Germany 550,000 Owned 80% Consumer
17,000 Leased 100%
Worth-Schaitt, Germany 377,500 Owned 50% Consumer
Martinsville, Indiana 206,000 Owned 100% Consumer
Ringkobing, Denmark 256,000 Owned 90% Consumer
12,000 Leased 90%
Straubing, Germany 230,000 Leased 95% Consumer
Elkhart, Indiana 222,700 Owned 100% Professional
7,000 Leased 100%
Tijuana, Mexico 198,000 Leased 100% Consumer
Potters Bar, UK 160,000 Leased 100% Professional
Vienna, Austria 154,000 Leased 100% Professional
Chateau du Loir, France 151,000 Owned 100% Consumer
Juarez, Mexico 145,000 Leased 80% Consumer
Sandy, Utah 122,000 Leased 100% Professional
Szekesfehervar, Hungary 115,000 Owned 100% Consumer
Franklin, KY 110,000 Leased 100% Consumer
Bridgend, U.K. 108,000 Leased 100% Consumer
Regensdorf, Switzerland 107,600 Leased 100% Professional
The company considers its properties to be suitable and adequate for its
present needs.
25
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26
ITEM 3. LEGAL PROCEEDINGS
There are various other legal claims pending against the Company, but in
the opinion of management, liabilities, if any, arising from such claims
will not have a material effect upon the consolidated financial condition or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Officers are elected annually by the Board of Directors and hold office at
the pleasure of the Board of Directors until the next annual selection of
officers or until their successors are elected and qualified. The current
executive officers of the corporation, their ages at August 1, 2002 and
their business experience during the past five years are set forth below.
Sidney Harman, Ph.D. - 83
Executive Chairman, July 2000 - present
Chairman of the Board, Chief Executive Officer and Director, 1980 - July
2000
Bernard A. Girod - 60
Vice Chairman and Chief Executive Officer, July 2000 - present
Chief Executive Officer, November 1998 - present
President, March 1994 - November 1998
Director, July 1993 - present
Gregory P. Stapleton - 55
President and Chief Operating Officer, July 2000 to present
Chief Operating Officer, November 1998 - present
President of the Harman OEM Group, October 1987 - November 1998
Director, November 1987 - present
Frank Meredith - 45
Executive Vice President and Chief Financial Officer, July 2000 - present
Chief Financial Officer of the Company, February 1997 - present
Secretary, November 1998 - present
27
William S. Palin - 60
Vice President - Controller, March 1994 - present
Sandra B. Robinson - 43
Vice President - Financial Operations, November 1992 - present
Edwin C. Summers - 55
Vice President and General Counsel, July 1998 - present
Vice President, General Counsel and Secretary, First Alliance
Corporation, 1996 - July 1998
Floyd E. Toole, Ph.D., 64
Vice President - Acoustics, November 1991 - present
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by Part II, Item 5 is incorporated by reference to
the information under the caption "Shareholder Information" on page 48
of the Company's Annual Report to Shareholders for the fiscal year ended
June 30, 2002.
28
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Summary
(in thousands, except per share data,
for the fiscal years ended June 30)
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Net sales $ 1,826,188 $ 1,716,547 $ 1,677,939 $ 1,500,135 $ 1,513,255
Operating income 103,221 71,228 121,722 38,663 100,325
Income before taxes 80,177 45,099 102,829 14,447 75,707
Net income 57,513 32,364 72,838 11,723 50,243
Diluted EPS 1.70 0.96 2.06 0.32 1.33
Total assets 1,480,280 1,159,385 1,137,505 1,065,755 1,130,684
Total debt 474,679 368,760 277,324 311,575 333,640
Shareholders' equity 526,629 422,942 486,333 468,187 511,899
Dividends per share 0.10 0.10 0.10 0.10 0.10
Per-share data has been restated to reflect the two-for-one stock split in
August 2000.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Part II, Item 7 is incorporated by reference to
the information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report
to Shareholders for the fiscal year ended June 30, 2002.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Securities and Exchange Commission requires that registrants include
information about potential effects of changes in interest rates and
currency exchange rates in their financial statements. The qualitative
information required by Part II, Item 7A is incorporated by reference to
the information under the captions "Interest Rate Sensitivity" and
"Foreign Currency" in Management's Discussion and Analysis of
Financial Condition and Results of Operations and Note 13 "Derivatives"
in the Company's Annual Report to Shareholders for the fiscal year ended
June 30, 2002.
Interest Rate Risk
The Company has used interest rate swaps to convert the interest rate on a
majority of its borrowings from fixed rates to variable rates. Including the
impact of the swaps, about 22% of the Company's borrowings were on a
fixed rate basis as of June 30, 2002; the remaining balance is subject to
changes in U.S short-term interest rates. In addition, the Company had
$86 million in equipment operating leases that are subject to fluctuations
in U.S. short-term interest rates.
To assess exposure to interest rate changes, the Company has performed a
sensitivity analysis assuming a hypothetical 100 basis point increase in
interest rates across all maturities. This analysis indicates that such
market movements would reduce fiscal 2002 net income, based on June
2002 positions, by approximately $2.3 million. Based on June 2001
positions, the effect on fiscal 2001 net income of such an increase in
interest rates was estimated to be $1.4 million.
Foreign Currency Risk
The Company is exposed to market risks arising from changes in foreign
exchange rates, principally the change in the value of the euro versus the
U.S. dollar.
The Company estimates the effect on projected 2003 net income, based
upon a recent estimate of foreign exchange transactional exposure, of a
uniform strengthening or uniform weakening of the transaction currency
pairs of 10 percent will decrease net income by $9 million or will
increase net income by $9 million. As of June 30, 2002, the Company
30
had hedged a portion of its estimated foreign currency transactions using
forward exchange contracts.
The Company estimates the effect on projected 2003 net income, based
upon a recent estimate of foreign exchange translation exposure
(translating the operating performance of our foreign subsidiaries into
U.S. dollars), of a uniform strengthening or weakening of the U.S. dollar
by 10 percent to decrease net income $5.9 million or to increase net
income $5.9 million.
The Company and its subsidiaries' net unhedged exposure in assets and
liabilities denominated in currencies other than their relevant functional
currencies as of June 30, 2002 and 2001 was not material to the
consolidated financial position of the Company.
Actual gains and losses in the future may differ materially from the
hypothetical gains and losses discussed above based on changes in the
timing and amount of interest rate and foreign currency exchange rate
movements and the Company's actual exposure and hedging transactions.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Part II, Item 8 is incorporated by reference to
the information under the caption "Consolidated Financial Statements" in
the Company's Annual Report to Shareholders for the fiscal year ended
June 30, 2002.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 with respect to the Company's
directors is incorporated by reference to the information included under
the caption "Election of Directors" in the Company's Proxy Statement for
31
its 2002 Annual Meeting of Stockholders. Information required by
Item 10 with respect to the Company's executive officers is included in
Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the
information provided under the caption "Compensation of Executive
Officers" in the Company's Proxy Statement for its 2002 Annual
Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference to the
information provided under the caption "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation Plan
Information" in the Company's Proxy Statement for its 2002 Annual
Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the
information provided under the caption "Option Purchases" in the
Company's Proxy Statement for its 2002 Annual Meeting of Stockholders.
ITEM 14. CONTROLS AND PROCEDURES
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
management's most recent evaluation of its internal controls.
32
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) 1. Financial statements required to be filed hereunder
are indexed on page 43 hereof.
2. Financial statement schedules required to be filed
hereunder are indexed on page 43 hereof.
3. The exhibits required to be filed hereunder are
indexed on pages 49 through 54 hereof.
b) Reports on Form 8-K
None.
33
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34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
(Registrant): HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
By: (Signature and Title) /s/ Bernard A. Girod
---------------------------------------------------
Bernard A. Girod, Vice Chairman and Chief Executive
Officer
Date: September 17, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sidney Harman Executive Chairman September 17, 2002
- -------------------------- of the Board -------------------
Sidney Harman of Directors
/s/ Bernard A. Girod Vice Chairman, Chief September 17, 2002
- -------------------------- Executive Officer and -------------------
Bernard A. Girod Director
/s/ Gregory P. Stapleton President, Chief Operating September 17, 2002
- -------------------------- Officer and Director -------------------
Gregory P. Stapleton
/s/ Frank Meredith Executive Vice President September 17, 2002
- -------------------------- and Chief Financial -------------------
Frank Meredith Officer (Principal
Accounting Officer)
/s/ Shirley M. Hufstedler Director September 17, 2002
- -------------------------- -------------------
Shirley M. Hufstedler
/s/ Ann McLaughlin Korologos Director September 17, 2002
- -------------------------- -------------------
Ann McLaughlin Korologos
/s/ Edward H. Meyer Director September 17, 2002
- -------------------------- -------------------
Edward H. Meyer
/s/ Stanley A. Weiss Director September 17, 2002
- -------------------------- -------------------
Stanley A. Weiss
35
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36
CERTIFICATIONS
I, Sidney Harman, certify that:
1. I have reviewed this annual report on Form 10-K of Harman
International Industries, Incorporated;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report.
Date: September 17, 2002
/s/ Sidney Harman
-------------------------------
Sidney Harman
Executive Chairman of the Board
37
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38
CERTIFICATIONS
I, Bernard A. Girod, certify that:
1. I have reviewed this annual report on Form 10-K of Harman
International Industries, Incorporated;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report.
Date: September 17, 2002
/s/ Bernard A. Girod
------------------------------
Bernard A. Girod
Vice Chairman of the Board and
Chief Executive Officer
39
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40
CERTIFICATIONS
I, Frank Meredith, certify that:
1. I have reviewed this annual report on Form 10-K of Harman
International Industries, Incorporated;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report.
Date: September 17, 2002
/s/ Frank Meredith
----------------------------
Frank Meredith
Executive Vice President and
Chief Financial Officer
41
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42
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Index to Item 14(a)
Page Reference
------------------------
Annual
Report to
Form 10-K Shareholders
------------------------
Consolidated Financial Data (page 30 through 48 of the 2002 Annual
Report to Shareholders herein incorporated by reference as Exhibit 13.1):
Financial Table of Contents ............................................. 16
Independent Auditors'
Reports...................................................45............. 29
Consolidated Balance Sheets as of
June 30, 2002 and June 30, 2001 ...................................... 30
Consolidated Statements of
Operations for the years ended
June 30, 2002, 2001 and 2000 ......................................... 31
Consolidated Statements of Cash
Flows for the years ended
June 30, 2002, 2001 and 2000 ......................................... 32
Consolidated Statements of Shareholders'
Equity for the years ended
June 30, 2002, 2001 and 2000 ......................................... 33
Notes to Consolidated Financial Statements .............................. 34
Schedules for the years ended June 30, 2002, 2001 and 2000:
II Valuation and Qualifying
Accounts and Reserves .............................47
All other schedules have been omitted because they are not applicable, not
required, or the information has been otherwise supplied in the financial
statements or notes to the financial statements.
43
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44
Independent Auditors' Report
The Board of Directors
Harman International Industries, Incorporated:
Under the date of August 14, 2002, we reported on the consolidated
balance sheets of Harman International Industries, Incorporated and
subsidiaries as of June 30, 2002 and 2001, and the related consolidated
statements of operations, cash flows and shareholders' equity for each
of the years in the three-year period ended June 30, 2002, as contained
in the 2002 annual report to shareholders. These consolidated financial
statements and our report thereon are incorporated into by reference
in the annual report on Form 10-K for the year ended June 30, 2002.
In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement
schedule as listed in the accompanying index. The financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement
schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
/s/ KPMG
- -----------------------
Los Angeles, California
August 14, 2002
45
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46
Schedule II
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
Valuation and Qualifying Accounts and Reserves
Years Ended June 30, 2002, 2001 and 2000
($000's omitted)
- -----------------------------------------------------------------------------------------------------------
Charged
Balance at Charged to To Other Balance
Beginning Costs and Accounts Deductions at End
Classification of Period Expenses Describe Describe of Period
- ----------------------------------------------------------------------------------------
Year Ended June 30, 2000
Allowance for
doubtful accounts $ 8,732 $ 6,902 $ (394) (1) $ 3,480 (2) $ 11,760
Year Ended June 30, 2001
Allowance for
doubtful accounts $ 11,760 $ 5,721 $ (824) (1) $ 2,200 (2) $ 14,457
Year Ended June 30, 2002
Allowance for
doubtful accounts $ 14,457 $ 7,049 $ 1,037 (1) $ 4,332 (2) $ 18,211
(1) Net effect of acquisitions, dispositions and foreign currency translation.
(2) Deductions for accounts receivable written off net of recoveries.
47
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48
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
INDEX TO EXHIBITS
The following exhibits are filed as part of this report. Where such filing is
made by incorporation by reference to a previously filed statement or report,
such statement or report is identified in parenthesis.
There are omitted from the exhibits filed with this Annual Report on
Form 10-K certain promissory notes and other instruments and
agreements with respect to long-term debt of the Company, none of which
authorizes securities in a total amount that exceeds 10 percent of the total
assets of the Company and its subsidiaries on a consolidated basis.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company hereby
agrees to file with the Securities and Exchange Commission copies of all
such omitted promissory notes and other instruments and agreements as
the Commission requests.
Exhibit Page
No. Description No.
3.1, 4.1 Restated Certificate of Incorporation filed with the
Delaware Secretary of State on October 7, 1986,
as amended by the Certificates of Amendment
filed with the Delaware Secretary of State on
November 13, 1986, November 9, 1993 and on
December 14, 2000. (Filed as Exhibit 3.1, 4.1 to
the Annual Report on Form 10-K for the fiscal
year-ended June 30, 2001, and hereby incorporated
by reference) ............................................. IBR
3.2,4.2 By-Laws of Harman International Industries, Incorporated,
as amended December 13, 1999. (Filed as Exhibit 3.2,4.5
to the Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, and hereby incorporated by reference). IBR
49
4.3 Rights Agreement (including a Form of Certificate
of Designation of Series A Junior Participating
Preferred Stock as Exhibit A thereto, a Form Right
Certificate as Exhibit B thereto and a Summary of
Rights to Purchase of Preferred Stock as Exhibit C
thereto) (Incorporated by reference to the Form 8-A
filed by the Company on December 16, 1999)................. IBR
4.4 Certificate of Designation of Series A Junior
Participating Preferred Stock of Harman
International Industries, Incorporated, dated
January 11, 2000. (Filed as Exhibit 4.3 to the Annual
Report on Form 10-K for the fiscal year ended June
30, 2000, and hereby incorporated by reference)............ IBR
4.5 Amended and Restated Indenture, dated July 7, 1997
between Harman International Industries, Incorporated
and PNC Bank, National Association, as trustee.
(Filed as Exhibit 10.63 to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998,
and hereby incorporated by reference)...................... IBR
4.6 Indenture, dated as of February 19, 2002, between
Harman International Industries, Incorporated and
J.P. Morgan Trust Company, National Association, as
trustee. (Filed as Exhibit 4.5 to the Registration Statement
on Form S-4 (File No. 333-83688) filed with the Commission
on March 4, 2002, and hereby incorporated by reference).... IBR
50
10.1 Lease dated as of June 18, 1987 between Harman
International Industries Business Campus Joint
Venture and JBL Inc., as amended. (Filed as Exhibit
10.1 to the Annual Report on Form 10-K for the
fiscal year ended June 30, 1987, and hereby incorporated
by reference) ............................................. IBR
10.2 Guaranty dated as of June 18, 1987 by Harman
International Industries, Inc. of Lease dated as of
June 18, 1987 between Harman International
Industries Business Campus Joint Venture and JBL
Inc., as amended. (Filed as Exhibit 10.2 to the
Annual Report on Form 10-K for the fiscal year
ended June 30, 1987 , and hereby incorporated
by reference) ............................................. IBR
10.3 Harman International Industries, Inc. 1987 Executive
Incentive Plan (adopted December 8, 1987). (Filed
as Exhibit 10.18 to the Annual Report on Form 10-K
for the fiscal year ended June 30, 1988, and
hereby incorporated by reference) ......................... IBR
10.4 Lease Agreement dated April 28, 1988, by and
between Harman International Business Campus
Joint Venture and Harman Electronics, Inc. (Filed
as Exhibit 10.23 to the Annual Report on Form
10-K for the fiscal year ended June 30, 1988,
and hereby incorporated by refercence)..................... IBR
10.5 Harman International Industries, Incorporated
Retirement Savings Plan, Amended and Restated
effective as of June 27, 2000 (Filed as Exhibit 10.26
to the Annual Report on Form 10-K for the fiscal
year-ended June 30, 2001, and hereby incorporated by
reference * ............................................... IBR
10.6 Amended and Restated Harman International Industries,
Incorporated Supplemental Executive Retirement Plan
dated October 1, 1999. (Filed as Exhibit 10.27 to the
Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 (File No. 1-09764), and hereby
incorporated by reference) * .............................. IBR
51
10.7 Harman International Industries, Incorporated 1992
Incentive Plan, as amended. (Filed as Exhibit B to
the Company's Definitive Proxy Statement filed on
September 15, 1999 (File No. 1-09764), and hereby
incorporated by reference) * .............................. IBR
10.8 Harman International Industries, Inc. Deferred
Compensation Plan, effective June 1, 1997. (Filed
Form S-8 Registration Statement on June 9, 1997
(Reg. No. 333-28793), and hereby incorporated by
reference) * .............................................. IBR
10.9 First Amendment to Harman International Industries,
Inc. Deferred Compensation Plan dated October 1,
1999. (Filed as Exhibit 10.46 to the Annual Report
on Form 10-K for the fiscal year ended June 30,
2000, and hereby incorporated by reference) * .............. IBR
10.10 Multi-Currency, Multi-Option Credit Agreement dated
August 14, 2002, among Harman International Industries,
Incorporated and the several lenders from time to time
parties thereto ............................................ 55
10.11 First Amendment to the Lease Agreement by and between
Harman International Business Campus Joint Venture and
Harman Electronics, Inc. dated October 1995. (Filed as
Exhibit 10.57 to the Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, and hereby incorporated
by reference) .............................................. IBR
10.12 First Amendment to the Lease Agreement by and
between Harman International Business Campus
Joint Venture and JBL, Inc. dated October 1995.
(Filed as Exhibit 10.58 to the Annual Report on
Form 10-K for the fiscal year ended June 30, 1996,
and hereby incorporated by reference) ...................... IBR
52
10.13 Employment Agreement between the Company and
William Palin dated April 4, 2001. (Filed as
Exhibit 10.69 to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001, and
hereby incorporated by reference) * ........................ IBR
10.14 Equipment Financing Agreement between the
Company and State Street Bank and Trust dated
September 30, 1999. (Filed as Exhibit 10.67
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, and hereby
incorporated by reference) ................................. IBR
10.15 Participation Agreement among the Company,
State Street Bank and Trust, Four Winds Funding
Corporation, Commerzbank, Bank of Tokyo -
Mitsubishi Trust Company and BTM Capital
dated September 30, 1999. (Filed as Exhibit 10.68
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 , and hereby
incorporated by reference) ................................. IBR
10.16 Harman International Industries, Incorporated,
Key Executive Officers Incentive Plan. (Filed as
Exhibit A to the Definitive Proxy Statement for the
Company's 2000 Annual Stockholder's Agreement
and hereby incorporated by reference) * .................... IBR
10.71 Form of Severance Agreement between the
Company and each of Sidney Harman, Bernard Girod,
Gregory Stapleton and Frank Meredith. (Filed as
Exhibit 10.71 to the Annual Report on Form
10-K for the year ended June 30, 2000, and
hereby incorporated by reference) * ........................ IBR
10.72 Benefit Agreement under the Supplemental
Executive Retirement Plan between Bernard A.
Girod and Harman International Industries,
Inc., dated June 22, 2001. (Filed as Exhibit
10.72 to the Annual Report on Form 10-K for the
year ended June 30, 2000, and hereby
incorporated by reference) * ............................... IBR
53
10.73 Benefit Agreement under the Supplemental
Executive Retirement Plan between Gregory
Stapleton and Harman International Industries,
Inc., dated June 20, 2001. (Filed as Exhibit
10.73 to the Annual Report on Form 10-K for the
year ended June 30, 2000, and hereby
incorporated by reference) * ............................... IBR
10.74 Benefit Agreement under the Supplemental
Executive Retirement Plan between Frank
Meredith and Harman International Industries,
Inc., dated June 21, 2000. (Filed as Exhibit
10.74 to the Annual Report on Form 10-K for the
year ended June 30, 2000, and hereby
incorporated by reference) * ................................ IBR
13.1 Pages 17 through inside back cover of Harman
International Industries, Incorporated Annual
Report to Shareholders for the fiscal year ended
June 30, 2002 ............................................... 57
21.1 Subsidiaries of the Company ................................. 59
23.1 Consent of Independent Auditors ............................. 65
99.1 Certification of Sidney Harman, Bernard Girod,
and Frank Meredith filed pursuant to 18 U.S.C., 1350,
as adopted pursuant to section 906 of the Sarbanes -
Oxley Act of 2002 ........................................... 69
__________________________
* Management contract or compensatory plan or arrangement
to be filed as an exhibit to this form pursuant to
Item 14 (c).
54
EXHIBIT 10.10
55
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56
EXHIBIT 13.1
57
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58
EXHIBIT 21.1
59
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60
Subsidiaries
Name of Entity Jurisdiction
AKG Acoustics GmbH Austria
AKG Acoustics GmbH Germany
AKG Acoustics Limited United Kingdom
Amek Systems and Controls Ltd. United Kingdom
Amek Technology Group Limited United Kingdom
Audax of America, Inc. Delaware
Becker of North America, Inc. Delaware
Becker Service und Verwaltungs GmbH Germany
BSS Audio United Kingdom
C-Audio United Kingdom
CAA AG Germany
Crown Audio, Inc. Delaware
Digital Audio Research Limited United Kingdom
Epicure Products, Inc. Delaware
Fosgate, Inc. Delaware
Harman Audio United Kingdom
Harman Audio de Mexico, S.A. de C.V. Mexico
Harman Audio Outlet, Inc. Delaware
Harman Becker Automotive Systems (Becker Division) GmbH Germany
Harman Becker Automotive Systems (Kentucky), Inc. Delaware
Harman Becker Automotive Systems (Pty) Ltd. South Africa
Harman Becker Automotive Systems (Straubing Division)
GmbH Germany
61
Name of Entity Jurisdiction
Harman Becker Automotive Systems (Wisconsin), Inc. Delaware
Harman Becker Automotive Systems Holding GmbH Germany
Harman Becker Automotive Systems, Inc. Delaware
Harman Becker Automotive Systems Manufacturing Kft. Hungary
Harman Becker Automotive Systems S.A. de C.V. Mexico
Harman Belgium NV Belgium
Harman Consumer OY Finland
Harman Consumer International SNC France
Harman Consumer Manufacturing A/S Denmark
Harman Consumer Nederland, B.V. Netherlands
Harman Consumer Scandinavia A/S Denmark
Harman de Mexico S.A. de C.V. Mexico
Harman Enterprises, Inc. Delaware
Harman Europe EEIG United Kingdom
Harman France, S.N.C. France
Harman Germany LLC Delaware
Harman Holding GmbH & Co. KG Germany
Harman Industries SNC France
Harman International Industries Limited United Kingdom
Harman International Singapore Pte. Ltd. Singapore
Harman Investment Company, Inc. Delaware
Harman Management GmbH Germany
Harman Motive United Kingdom
Harman Music Group, Incorporated Delaware
Harman Pro North America, Inc. Delaware
62
Name of Entity Jurisdiction
Harman Residential Group, Inc. Delaware
Harman (Suzhou) Electronics Co. Ltd. China
Harman UK Limited United Kingdom
Harman-Kardon, Incorporated Delaware
Ideasoft AG Germany
Infinity Systems, Inc. California
Innovative Systems GmbH Navigation-Multimedia Germany
ISAS Gesellschaft fnr innovative Anwendungs-Software Germany
mbH
JBL Incorporated Delaware
Lexicon, Incorporated Massachusetts
Madrigal Audio Laboratories, Inc. Delaware
Muller & Schmidt Vermogensverwaltungs-gesellschaft mbH Germany
Precision Devices United Kingdom
Son-Audax Loudspeakers Limited United Kingdom
Soundcraft Electronics United Kingdom
Studer Canada Limited Canada
Studer Deutschland GmbH Germany
Studer Digitec, S.A. France
Studer Japan Ltd. Japan
Studer Professional Audio AG Switzerland
Studer UK United Kingdom
Studer USA, Inc. Delaware
TEMIC SDS GmbH Germany
Total Audio Concepts Ltd. United Kingdom
63
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64
EXHIBIT 23.1
65
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66
INDEPENDENT AUDITORS' CONSENT
- --------------------------------------------------------
The Board of Directors
Harman International Industries, Incorporated:
We consent to the incorporation by reference in the Registration
Statement Nos. 33-20559, 33-28973, 33-36388, 33-60234, 33-60236,
33-59605, 333-02917, 333-28793, and 333-32673 on Form S-8, and
333-21021 on Form S-3 of Harman International Industries, Incorporated
of our report dated August 14, 2002, relating to the consolidated
balance sheets of Harman International Industries, Incorporated and
subsidiaries as of June 30, 2002 and 2001, and the related consolidated
statements of operations, cash flows and shareholders' equity and related
schedule for each of the years in the three-year period ended
June 30, 2002, which report appears in the June 30, 2002, annual
report on Form 10-K of Harman International Industries, Incorporated.
/s/ KPMG
- -----------------------
Los Angeles, California
September 16, 2002
67
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68
EXHIBIT 99.1
69
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70
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Harman International Industries,
Incorporated (the "Company") on Form 10-K for the fiscal year ended
June 30, 2002, as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), each of the undersigned officers of the
Company certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to
906 of the Sarbanes-Oxley Act of 2002, that, to such officer's
knowledge:
(1) The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Company as of the dates
and for the periods expressed in the Report.
Date: September 17, 2002 /s/ Sidney Harman
------------------------------------------------
Name: Sidney Harman
Title: Executive Chairman
/s/ Bernard A. Girod
------------------------------------------------
Name: Bernard A. Girod
Title: Vice Chairman and Chief Executive Officer
/s/ Frank Meredith
------------------------------------------------
Name: Frank Meredith
Title: Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18
U.S.C. 1350 and is not being filed as part of the Report or as a separate
disclosure document.
71