10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended   December 31, 2002

Commission File Number: 1-9764

Harman International Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-2534306
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
1101 Pennsylvania Avenue, NW Washington, DC	20004
(Address of principal executive offices)	(Zip code)

(202) 393-1101

(Registrant's telephone number, including area code)

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.
              [X] Yes                [  ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
              [X] Yes                [  ] No

The number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date was 32,248,008 shares of common stock, par value $.01, outstanding at January 31, 2003.

Harman International Industries, Incorporated and Subsidiaries
Form 10-Q
For the Quarterly Period Ended December 31, 2002

TABLE OF CONTENTS

		Page
	PART I.  FINANCIAL INFORMATION	Number
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of December 31, 2002 and June 30, 2002		3
	Condensed Consolidated Statement of Operations for the Three and Six months ended December 31, 2002 and 2001		4
	Condensed Consolidated Statements of Cash Flows for the Six months ended December 31, 2002 and 2001		5
	Notes to Condensed Consolidated Financial Statements		6-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13-18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18-19
Item 4.	Controls and Procedures		20
	Part II – OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders		20
Item 6.	Exhibits and Reports on Form 8-K		21
	Signatures		22
	Section 302 Certifications		23-25

2

Part I: FINANCIAL INFORMATION
Item 1: Financial Statements

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND JUNE 30, 2002
(000s omitted except per share amounts)

			December 31,			June 30,
			2002			2002
ASSETS
Current Assets
	Cash and cash equivalents	$	102,635		$	116,253
	Receivables (less allowance for doubtful accounts
	of $15,593 at December 31, 2002 and $18,211 at June 30, 2002)		324,224			335,019
	Inventories		381,270			329,935
	Other current assets		90,921			95,556
	Total current assets		899,050			876,763
	Property, plant and equipment, net		356,585			325,812
	Excess of cost over fair value of assets acquired, net		211,241			199,239
	Other Assets		99,486			78,466
	Total assets	$	1,566,362		$	1,480,280
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Notes payable – banks	$	3,284		$	---
	Current portion of long-term debt		1,574			4,255
	Accounts payable		172,064			193,110
	Accrued liabilities		275,855			236,106
	Total current liabilities		452,777			433,471
	Senior long-term debt		493,149			470,424
	Other non-current liabilities		51,949			47,523
	Minority interest		2,230			2,233
Shareholders’ Equity
	Preferred stock, $.01 par value		---			---
	Common stock, $.01 par value		384			383
	Additional paid-in capital		313,127			310,166
	Accumulated other comprehensive income:
	Unrealized gains (loss) on hedging derivatives		(5,648	)		(1,499	)
	Foreign currency translation adjustment		(24,156	)		(44,686	)
	Minimum pension liability adjustment		(2,963	)		(2,907	)
	Retained earnings		441,600			405,811
	Less common stock held in treasury		(156,087	)		(140,639	)
	Total shareholders’ equity		566,257			526,629
	Total liabilities and shareholders’ equity	$	1,566,362			1,480,280

3

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(000s omitted except per share amounts)

	Three months ended				Six months ended
	December 31,				December 31,
		2002		2001		2002		2001
Net sales	$	559,977	$	467,432	$	1,050,736	$	866,441
Cost of sales		395,640		339,994		741,664		635,282
Gross profit		164,337		127,438		309,072		231,159
Selling, general and administrative expenses		121,027		104,897		245,763		195,274
Operating income		43,310		22,541		63,309		35,885
Other expense:
Interest expense		5,589		5,508		11,498		11,600
Miscellaneous, net		416		512		1,260		677
Income before income taxes		37,305		16,521		50,551		23,608
Income tax expense		9,699		4,791		13,143		6,847
Net Income	$	27,606		11,730	$	37,408	$	16,761
Basic earnings per share	$	0.85		0.37	$	1.15	$	0.52
Diluted earnings per share	$	0.81		0.35	$	1.10	$	0.50
Weighted average shares outstanding – basic		32,330		32,116		32,457		32,096
Weighted average shares outstanding – diluted		34,068		33,525		34,091		33,595

4

HARMAN INTERNATIONAL INDUSTRIES,INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
($000s omitted)

		December 31,
		2002			2001
Cash flows from operating activities:
Net income		$	37,408		$	16,761
Adjustments to reconcile net income to net cash provided by
Operating activities:
	Depreciation		38,254			28,481
	Amortization of intangible assets		7,034			9,242
	(Gain) loss on disposition of assets		(564	)		---
Changes in assets and liabilities:
	Decrease (increase) in:
	Receivables		25,750			9,082
	Inventories		(33,694	)		(13,642	)
	Other current assets		6,050			7,251
	Increase (decrease) in:
	Accounts payable		(28,599	)		(32,021	)
	Accrued liabilities/taxes payable		28,165			1,832
	Other operating activities		1,090			1,727
Net cash provided by (used in) operating activities		$	80,894		$	28,713
Cash flows from investing activities:
Investment in unconsolidated subs		$	---		$	(5,788	)
Payment for purchase of companies, net			(2,979	)		---
Proceeds from asset dispositions			1,978			849
Capital expenditures			(58,573	)		(36,422	)
Purchased and capitalized software expenditures			(2,379	)		(11,945	)
Other items, net			2,399			1,434
Net cash used in investing activities		$	(59,554	)	$	(51,872	)
Cash flows from financing activities:
Net increase (decrease) in short-term borrowings		$	(1,317	)	$	(5,076	)
Net increase (decrease) in long-term borrowings			(21,610	)		32,854
Debt issuance costs			(793	)		(242	)
Share repurchases			(15,448	)		(3,667	)
Dividends paid to shareholders			(1,619	)		(1,605	)
Proceeds from exercise of stock options			2,962			3,518
Net cash provided by (used in) financing activities		$	(37,825	)	$	25,782
Effect of exchange rates on cash			2,867			(70	)
Net increase (decrease) in cash and cash equivalents		$	(13,618	)	$	2,553
Cash and cash equivalents at beginning of period			116,253			2,748
Cash and cash equivalents at end of period		$	102,635		$	5,301
Supplemental disclosures of cash flow information:
Interest paid		$	11,636		$	11,031
	Income taxes paid	$	1,229		$	561

5

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements at December 31, 2002 and for the three and six months ended December 31, 2002 and 2001 have been prepared pursuant to rules and regulations of the Securities and Exchange Commission for interim reporting.  These consolidated financial statements do not include all information and footnote disclosures normally included in the annual financial statements.  However, in the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows for the periods presented.  Operating results for the three and six months ended December 31, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2003 due to seasonal and other factors.

Where necessary, prior years’ information has been reclassified to conform to the fiscal 2003 consolidated financial statement presentation.

These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.

Note 2.  Inventories

Inventories consist of the following:

	December 31,		June 30,
($000s omitted)	2002		2002
Finished goods and inventory     purchased for resale	$	148,675	$	133,685
Work in process		53,758		54,132
Raw materials and supplies		178,837		142,118
Total inventories	$	381,270	$	329,935

Inventories are stated at the lower of cost or market.  The cost of inventories are based on the first-in, first-out (FIFO) method.

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Note 3.  Warranties

Harman warrants its 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.  Warranty reserves are estimated based upon past experience with similar types of products. Details of the warranty reserve are as follows:

($000s omitted)

Balance at June 30, 2002	$	12,495
Warranty provisions		13,503
Warranty payments (cash or kind)		(11,471	)
Balance at December 31, 2002	$	14,527

Note 4.  Comprehensive Income

Comprehensive income and its components for the six and three months ended December 31, 2002 and 2001 are presented below.

		Three months ended December 31,				Six months ended December 31,
($000s omitted)		2002		2001		2002		2001
Net income	$	27,606		11,730		37,408		16,761
Other comprehensive income (loss):
Foreign currency translation		22,834		(10,124	)	20,530		9,180
Unrealized gains (losses) on hedging		(3,964	)	1,054		(4,149	)	(363	)
Minimum pension liability adjustment		(60	)	15		(56	)	(479	)
Total other comprehensive income	$	46,416		2,675		53,733		25,099

The components of accumulated other comprehensive income as of December 31, 2002 and June 30, 2002 and the activity for the six months ended December 31, 2002 are presented below.

		Cumulative			Hedging			Minimum			Other
		Translation			Derivative			Pension			Comprehensive
($000s omitted)		Adjustment			Gain/(Loss)			Liability			income (loss)
June 30, 2002	$	(44,686	)	$	(1,499	)	$	(2,907	)	$	(49,092	)
Foreign currency translation adjustments		20,530			---			---			20,530
Change in fair value of foreign currency cashflow hedges					(4,149	)		---			(4,149	)
Pension liability adjustment		---			---			(56	)		(56	)
December 31, 2002	$	(24,156	)	$	(5,648	)	$	(2,963	)	$	(32,767	)

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Note 5.  Earnings per share

	Three months ended December 31,
		2002		2001
(000s omitted except per share amounts)		Basic	Diluted	Basic	Diluted
Net income	$	27,606	27,606	11,730	11,730
Weighted average shares outstanding		32,330	32,330	32,116	32,116
Employee stock options		---	1,738	---	1,409
Total weighted average shares outstanding		32,330	34,068	32,116	33,525
Earnings per share	$	0.85	0.81	0.37	0.35

	Six months ended December 31,
		2002		2001
(000s omitted except per share amounts)		Basic	Diluted	Basic	Diluted
Net income	$	37,408	37,408	16,761	16,761
Weighted average shares outstanding		32,457	32,457	32,096	32,096
Employee stock options		---	1,634	---	1,499
Total weighted average shares outstanding		32,457	34,091	32,096	33,595
Earnings per share	$	1.15	1.10	0.52	0.50

During the quarters ended December 31, 2002 and 2001, the difference between basic and diluted earnings per share was due to the potential dilutive impact of options to purchase common stock.  Options to purchase 10,565 shares of common stock at $57.88 per share during the quarter ended December 31, 2002 and options to purchase 22,000 shares of common stock at prices ranging from $41.00 to $45.00 per share during the quarter ended December 31, 2001 were not included in the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of the common stock and therefore such options would have been antidilutive.

Options to purchase 6,326 shares of common stock at prices ranging from $53.28 to $57.88 per share during the six months ended December 31, 2002 and options to purchase 20,940 shares of common stock at prices ranging from $41.00 to $45.00 per share during the six months ended December 31, 2001 were not included in the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of the common stock and therefore such options would have been antidilutive.

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Note 6. Stock Options

The Company adopted the fair value method of SFAS 123 effective July 1, 2002, for all options granted after July 1, 2002 and recognizes expense over the vesting period of those options. The Company expensed $1.6 million during the quarter ended December 31, 2002 for stock options granted subsequent to July 1, 2002.  The Company expensed $1.7 million during the six months ended December 31, 2002 for stock options granted after July 1, 2002.

Note 7. Segmentation

The Company designs, manufactures and markets high quality audio products and electronics systems for the consumer and professional markets.  The Company is organized into segments by the end-user markets they serve - consumer and professional.

The Consumer Systems Group designs, manufactures and markets audio and infotainment systems for vehicles and designs, manufactures and markets loudspeakers and electronics for home audio, video and computer applications.  Consumer products are marketed worldwide under brand names including JBL, Harman Kardon, Infinity, Revel, Becker, Lexicon, Mark Levinson and Proceed.

The Professional Group designs, manufactures and markets loudspeakers and electronics used by audio professionals in concert halls, stadiums, airports and other buildings and for recording, broadcast, cinema and music reproduction applications.  Professional products are marketed worldwide under brand names including JBL, AKG, Crown, Studer, Soundcraft, DOD, Lexicon, Digitech, and dbx.

The following table reports external sales and operating income (loss) by segment for the three and six months ended December 31, 2002 and 2001.

		Three months ended					Six months ended
		December 31,					December 31,
($000s omitted)		2002		2001			2002		2001
Net sales:
Consumer Systems Group	$	447,877		363,379		$	837,632		657,430
Professional Group		112,100		104,053			213,104		209,011
Other		---		---			---		---
Total	$	559,977		467,432		$	1,050,736		866,441
Operating income (loss):
Consumer Systems Group	$	43,775		25,671		$	75,334		41,931
Professional Group		5,844		1,691			6,003		6,093
Other		(6,309	)	(4,821	)		(18,028	)	(12,139	)
Total	$	43,310		22,541		$	63,309		35,885

Other operating income/(loss) is primarily comprised of corporate expenses, net of business unit allocations.

Note 8.  Derivatives

The Company uses foreign currency forward contracts to hedge a portion of its forecasted transactions.  These forward contracts are designated as foreign currency cash flow hedges and recorded at fair value in the statement of financial position.  The recorded fair value is balanced by an entry to other comprehensive income (loss) in the statement of financial position until the underlying forecasted foreign currency transaction occurs.  When the transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the same income statement line item in which the foreign currency gain or loss on the underlying hedged transaction is recorded.  If the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the miscellaneous, net, line of the income statement in the then-current period.

9

Note 8.  Derivatives (continued)

Because the amounts and the maturities of the derivatives approximate those of the forecasted exposures, changes in the fair value of the derivatives are highly effective in offsetting changes in the cash flows of the hedged items.  Any ineffective portion of the derivatives is recognized in current earnings.

As of December 31, 2002, the Company had contracts maturing through June 2003 to purchase and sell the equivalent of approximately $17.6 million of various currencies to hedge forecasted future foreign currency purchases and sales.  The Company recorded approximately $0.8 million in net gains from cash flow hedges of forecasted foreign currency transactions in the six months ended December 31, 2002.  As of December 31, 2002, the amount that will be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months that is associated with these hedges is a loss of approximately $1.2 million.

The Company has entered into cross currency swaps to hedge future cash flows due from foreign consolidated subsidiaries under operating lease agreements.  As of December 31, 2002, the Company had swap contracts in place to purchase and sell the equivalent of approximately $41.6 million of various currencies in order to hedge quarterly lease commitments through March 2006.  The valuation calculation related to the cross currency swaps was a negative $0.6 million for the six months ended December 31, 2002.  As of December 31, 2002, the amount that will be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months that is associated with these hedges is a loss of $1.3 million.

The Company entered into swap contracts in August 2001 and October 2001 to effectively convert interest on $150 million principal amount of its 7.32 percent senior notes due July 1, 2007, from a fixed rate to a  floating rate.  The Company also entered into swap contracts in March 2002 and April 2002 to effectively convert interest on $200 million of the $300 million principal amount of its 7.125 percent senior notes due February 15, 2007, from a fixed rate to a floating rate.

The objective of the swap contracts is to offset changes in the fair value of the Company’s fixed rate debt caused by interest rate fluctuations.  The interest rate swap contracts are carried at fair value on the Company’s consolidated balance sheet and the related hedged portion of fixed-rate debt is carried at remaining principal due net of the valuation adjustment for the change in fair value of the debt obligation attributable to the hedged risk.  The valuation adjustment at December 31, 2002, was a positive $32.3 million.

Changes in the fair value of the interest rate swaps and the offsetting changes in the carrying value of the hedged fixed-rate debt are recognized in interest expense in the Company’s consolidated statement of operations.

At December 31, 2002, the Company had contracts maturing through June 2003 to purchase and sell the equivalent of $268.0 million of various currencies to hedge foreign currency denominated loans to foreign subsidiaries.  These loans are of a long-term nature.  Adjustments to the carrying value of the foreign currency forward contracts offset the gains and losses on the underlying loans.  At December 31, 2002 market value on these contracts was a negative $12.1 million.

Note 9.  Commitments and Contingencies

The Company and its subsidiaries are involved in several legal actions.  The outcome cannot be predicted with certainty; however, management, based upon advice from legal counsel, believes such actions are either without merit or will not have a material adverse effect on the Company’s financial position or results of operations.

10

Note 10.  Change in Accounting for Goodwill and Other Intangible Assets

On July 1, 2002, the Company adopted Statement of Financial Accounting Standard No. 141, “Business Combinations” (SFAS 141) and Statement of Financial Accounting Standard No. 142 “Goodwill and other Intangible Assets” (SFAS 142).

SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. The adoption of SFAS 141 did not have a material effect on the Company’s results of operations or financial position.

SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually.  SFAS 142 also requires intangible assets with finite useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 121, “Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.”

The Company adopted the provisions of SFAS 142 in the first quarter of fiscal 2003.  The Company made determinations as to what its reporting units are and the amounts of goodwill and other assets and liabilities allocated to those reporting units.  The Company completed its initial impairment assessment as of July 1, 2002, which indicated no impairment of goodwill or intangible assets.   In accordance with SFAS 142, amortization of goodwill was discontinued as of June 30, 2002.  In the prior fiscal year, for the quarter ended December 31, 2001, the Company recorded approximately $1.9 million of expense for amortization of goodwill in pretax earnings.  For the six months ended December 31, 2001, the Company recorded approximately $3.8 million of expense for amortization of goodwill in pretax earnings.

The following is a pro forma presentation of reported net income, adjusted for the exclusion of goodwill amortization net of related income tax effect:

(000s omitted except per share amounts	Three months ended December 31,				Six months ended December 31,
		2002		2001		2002		2001
Reported net income	$	27,606	$	11,730	$	37,408	$	16,761
Goodwill amortization, net of tax		---		1,375		---		2,750
Adjusted net income	$	27,606	$	13,105	$	37,408	$	19,511
Basic EPS, as reported	$	0.85	$	0.37	$	1.15	$	0.52
Goodwill amortization, net of tax		---		0.04		---		0.09
Adjusted Basic EPS	$	0.85	$	0.41	$	1.15	$	0.61
Diluted EPS, as reported	$	0.81	$	0.35	$	1.10	$	0.50
Goodwill amortization, net of tax		---		0.04		---		0.08
Adjusted diluted EPS	$	0.81		0.39	$	1.10	$	0.58

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Note 11.  Recent Accounting Pronouncements

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, (“SFAS 145”), “Rescission of FASB No. 4, 44 and 64, Amendment of FASB No. 13, and Technical Corrections”.  SFAS No. 145 changes the classification of all gains and losses from extinguishment of debt, under which FASB No. 4 were required to be classified as an extraordinary item, net of related income tax effect.  Under SFAS No.145, gains and losses from extinguishments of debt are now classified as a component of operations.  SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 did not have a material impact on the Company’s financial statements.

In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, (“SFAS 146”),  “Accounting for Costs Associated with Exit or Disposal Activities”. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity”. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged.  It is anticipated that the adoption of  SFAS No. 146 will not have a material impact on the Company’s financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Other”.  This interpretation clarifies the requirements of a guarantor in accounting for and disclosing certain guarantees issued and outstanding.  This interpretation is effective for fiscal years ending after December 15, 2002. The adoption of FIN 45 did not have a material impact on the Company’s financial statements.

In December 2002, the FASB issued Statement of Financial Accounting Standards No.148 (“SFAS 148”), “Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123”. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation.  In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. The disclosure requirements apply to all companies for fiscal years ending after December 15, 2002 and for interim periods beginning after December 15, 2002.  The Company will adopt the disclosure requirements for SFAS 148 for the quarter ending March 31, 2003.

Note 12.  Acquisitions

In October 2002, the Company acquired a distributor of consumer home audio products in Japan.  The purchase price, net of cash acquired, was $3.0 million.  At December 31, 2002, goodwill related to this transaction was $4.0 million.  The acquisition of this distributor is not material to the consolidated financial statements of the Company.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Harman International Industries, Incorporated designs, manufactures and markets high quality audio products and electronic systems for the consumer and professional markets.  The Company is organized into segments based on the end-user markets they serve.  The Consumer Systems Group designs, manufactures and markets loudspeakers, audio electronics and infotainment systems for vehicles and designs, manufactures and markets loudspeakers and electronics for home audio, video and computer applications.  The Professional Group designs, manufactures and markets loudspeakers and electronics used by audio professionals in concert halls, stadiums, airports and other buildings and for recording, broadcast, cinema and music reproduction applications.

The Company's primary manufacturing facilities in the U.S. are located in California, Indiana, Kentucky and Utah.  The Company's primary international manufacturing facilities are located in Germany, Austria, the United Kingdom, Mexico, France, Sweden, China and Hungary. The Company's products are sold worldwide with the largest markets being the U.S. and Germany.

The Company experiences seasonal fluctuations in sales and earnings.  Variations in seasonal demand among end-user markets may cause operating results to vary from quarter to quarter.

RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001

Sales

Worldwide net sales for the second quarter ended December 31, 2002 were $560.0 million compared to $467.4 million in the same period last year, an increase of 20 percent.  Excluding currency effects, net sales increased 13 percent.  For the first six months ended December 31, 2002, worldwide net sales were $1.051 billion compared to net sales of $866.4 million in the same period last year, an increase of 21 percent. Excluding currency effects, net sales increased 15 percent.

The following table details sales by reportable segment, for the second quarter and first six months of fiscal 2003:

	Three months ended December 31,					Six months ended December 31,
(000s omitted)		2002	%	2001	%	2002	%	2001	%
Net sales:
Consumer Systems Group	$	447,877	80%	363,379	78%	837,632	80%	657,430	76%
Professional Group		112,100	20%	104,053	22%	213,104	20%	209,011	24%
Total	$	559,977	100%	467,432	100%	1,050,736	100%	866,441	100%

Consumer Systems Group net sales for the second quarter ended December 31, 2002 were $447.9 million compared to $363.4 million in the same period last year, an increase of 23 percent.  Excluding currency effects, net sales increased 16 percent.  For the first six months ended December 31, 2002, net sales were $837.6 million compared to $657.4 million for the same period a year ago, a 27 percent increase.  Excluding currency effects, net sales increased 20 percent.  For the first six months ended December 31, 2002, sales to automotive customers increased 44 percent over the same period in the prior year.  Excluding currency effects, net sales increased 34 percent.  Harman/Becker reported sales increases in Europe to Mercedes-Benz, BMW, Porsche and Audi for new infotainment systems.  Sales of the JBL branded music systems to Toyota were well above the prior year.

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Net sales of consumer home audio products for the quarter and first six months ended December 31, 2002 increased 5 percent from the prior period.  Excluding currency effects, net sales for the quarter and first six months ended December 31, 2002 were approximately even with the prior year periods.

Harman/Becker received a new award during the quarter from the Buick Division of General Motors for a Harman Kardon branded audio system for one platform delivering in the 2005 model year.  This is the Company’s first audio system award from General Motors and it is the first of what the Company believes will be a series of other programs.  The revenues from this award are expected to be approximately $15 million in fiscal year 2005.

Professional Group sales for the quarter ended December 31, 2002 were $112.1 million compared to $104.0 million in the same period last year, an increase of 8 percent.  Excluding currency effects, sales increased 4 percent over the prior year.  For the first six months ended December 31, 2002, sales were $213.1 million compared to $209.0 million in the same period last year, an increase of 2 percent, or excluding currency effects, sales decline 2.6 million.  Crown International, a maker of professional amplifiers, continues to contribute to the professional groups sales growth.  AKG also contributes to the sales growth with strong sales of microphones to the OEM automakers.

AKG received a new award during the quarter ended December 31, 2002 for transducers which will be used in mobile phones.  The award will begin with two million units per month in June 2003 and will eventually grow to three million units per month.  This award is expected to result in revenues of approximately 15 million Euros in fiscal 2004.

Gross profit

The gross profit margin for the quarter ended December 31, 2002 was 29.3 percent ($164.3 million) compared to 27.3 percent ($127.4 million) in the same period last year.  The gross profit margin for the six months ended December 31, 2002 was 29.4 percent ($309.1 million) compared to 26.7 percent ($231.2 million) last year.  Gross profit margin for the second quarter and the first half increased due to a higher percentage of sales to automotive customers and improved margins from sales of consumer products in the international markets. Gross profit margin increases were partially offset by excess air freight charges incurred due to the West Coast port dock strike.

Selling, General and Administrative Expenses

Selling, general and administrative costs as a percentage of sales were 21.6 percent ($121.0 million) for the quarter ending December 31, 2002 and 23.4 percent of sales ($245.8 million) for the first six months ended December 31, 2002.  Selling, general and administrative costs were 22.4 percent of sales ($104.9 million) for the second quarter ending December 31, 2001 and 22.5 percent ($195.3 million) for the first six months ended December 31, 2001.  Selling, general and administrative expenses increased due to higher engineering expenses to cover increased engineering efforts for automotive customers on a year-over-year basis.  In addition, selling, general and administrative expenses include the expensing of stock options in accordance with SFAS 123 in the amounts of $1.6 million and $1.7 million, respectively, for the three and first six months ended December 31, 2002.  Also, during the second quarter and first six months ending December 31, 2002, the Company had increased expenses due to bad debt expenses associated with the bankruptcy of a professional customer, the discontinuation of a custom installation program and expenses associated with the termination of a distributor in China. These increased expenses were partially offset by the effect of adopting SFAS 142, eliminating the expense associated with amortizing goodwill.  Goodwill amortized in the three and six months ending December 31, 2001 was $1.9 million and $3.8 million, respectively.  In the prior year second quarter and first six months ended December 31, 2001, selling, general and administrative costs included an $8.3 million litigation charge.

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Operating income

Operating income as a percent of sales was 7.7 percent ($43.3 million) for the second quarter ending December 31, 2002, compared to 4.8 percent ($22.5 million) for the same period in the prior year.  Operating income as a percent of sales was 6.0 percent ($63.3 million) for the first six months ended December 31, 2002, compared to 4.1 percent ($35.9 million) for the same period in the prior year.  Operating income as a percentage of sales for the quarter and first six months ended December 31, 2002, increased due to higher gross margins on Consumer Systems Group sales and the effect of adopting SFAS 141, eliminating the expense associated with amortizing goodwill, offset by higher selling, general and administrative expenses.

Interest expense

Interest expense was $5.6 million for the second quarter ended December 31, 2002 compared to $5.5 million in the same quarter last year.  For the first six months ended December 31, 2002, interest expense was $11.5 million compared to $11.6 million in the same period last year.  Weighted average borrowings outstanding were $465.4 million for the second quarter ended December 31, 2002 and $452.4 million for the first six months ended December 31, 2002, compared to $412.5 million and $400.7 million, respectively, for the same periods in the prior year.  The weighted average borrowings exclude the fair value of the interest rate swap of $32.3 million and $31.1 million for the three and six months ended December 31, 2002, respectively, and swap values of ($0.5) million and $24.3 million for the three and six months ending December 31, 2001, respectively.

The weighted average interest rate on borrowings was 4.8 percent for the second quarter ended December 31, 2002, and 5.1 percent for the first six months ended December 2002.  The weighted average interest rates for the comparable periods in the prior year were 5.3 percent and 5.8 percent, respectively.  The Company lowered interest expense through the use of interest rate swaps effectively converting fixed rate debt to lower floating rates for the three and six months ended December 31, 2002 and 2001.  (See accompanying Note 8 to Condensed Consolidated Financial Statements.)

Miscellaneous expense

Miscellaneous expenses were $0.4 million for the second quarter ended December 31, 2002 and $1.3 million for the six months ended December 31, 2002 compared to $0.5 million and $0.7 million, respectively, in the same periods last year.  For the six months ending December 31, 2002 the increase in miscellaneous expense is primarily due to a write down of an investment by $0.4 million.

Income before taxes and minority interest

Income before income taxes and minority interest for the second quarter ended December 31, 2002, was $37.3 million, compared to $16.5 million in the prior year.  For the six months ended December 31, 2002, the Company reported income before income taxes and minority interest of  $50.6 million compared to $23.6 million in the same period last year.

Income taxes

Income taxes for the second quarter ended December 31, 2002, were $9.7 million, compared to $4.8 million in the prior year.  For the six months ended December 31, 2002, the Company reported income tax expense of $13.1 million, compared with income tax expense of $6.8 million, for the same period last year.

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The effective tax rate for the three and six months ended December 31, 2002, was 26.0 percent.  The effective tax rate for the same periods last year was 29.0 percent.  The effective tax rate is lower this year as a result of a change in the capital structure of the Company subsidiaries.  The Company expects the tax rate in the fiscal year ending June 30, 2004 to increase to approximately 29%.  The effective tax rates in fiscal 2003 and 2002 were below the U.S. statutory rate due to utilization of tax credits, realization of certain tax benefits for United States exports and the utilization of tax loss carryforwards at certain foreign subsidiaries.  The Company determines its effective tax rate based upon its current estimate of annual results.

Net income

Net income for the second quarter ended December 31, 2002, was $27.6 million, compared to a net income of $11.7 million reported for the same period last year.  Net income for the six months ended December 31, 2002 was $37.4 million, compared to $16.8 million reported in the same period last year.

Earnings per share

Basic earnings per share for the second quarter ended December 31, 2002 were $0.85, and diluted earnings per share were $0.81.  In the same period last year, basic earnings per share were $0.37 and diluted earnings per share were $0.35. For the six months ended December 31, 2002 basic earnings per share were $1.15, and diluted earnings per share were $1.10.  In the same period last year, basic earnings per share were $0.52 and diluted earnings per share were $0.50.

FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES

The Company finances its working capital requirements primarily through cash generated by operations, cash borrowings and normal trade credit.

The Company’s long-term debt at December 31, 2002, was comprised primarily of $300 million of 7.125 percent senior notes, due February 15, 2007, and $150 million of 7.32 percent senior notes due July 1, 2007.  The Company is party to a $150 multi-currency revolving credit facility with a group of eight banks.  The term of this facility expires in August 14, 2005.

At December 31, 2002 the Company had no borrowings under its revolving credit facility and outstanding letters of credit of $13.1 million under the facility.  Unused availability under the revolving credit facility was $136.9 million at December 31, 2002.  The rates for borrowings under the revolving credit facility float with base rates.  The Company also had mortgages, capital leases and other long-term debt of $12.8 million at December 31, 2002. 

Capital expenditures for the second quarter ended December 31, 2002, were $32.5 million, compared to $12.8 million in the prior year.  Capital expenditures for the six months ended December 31, 2001 were $58.6 million, compared to $36.4 million for the same period last year.  The increase from the prior period is due to the installation of new production lines to accommodate new business orders from European automotive customers.  In addition, the Company put in place $17.1 million of operating leases in the six months ended December 31, 2001.  No new operating leases were entered into during the six months ended December 31, 2002.

Net working capital at December 31, 2002 was $446.3 million, compared with $443.3 million at June 30, 2002.  Working capital slightly increased from June 30, 2002 due to higher inventory levels associated with new product introductions, seasonal sales patterns, and lower accounts payable.  The net working capital increase was offset by lower cash balances at December 31, 2002, lower receivables due to the collection of accounts receivable from customers, and higher accruals and income taxes when compared to the June 30, 2002 balances.

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Total shareholders’ equity at December 31, 2002 was $566.3 million compared with $526.6 million at June 30, 2002.  The increase is primarily due to positive foreign currency translation totaling $20.5 million due to the strengthening euro against the dollar and net income of $35.8 million, offset by common stock repurchases, net of options exercised, totaling $12.4 million and other comprehensive income adjustments of negative $4.2 million related to hedging activities.

In the second quarter ended December 31, 2002, the Company acquired and placed in treasury 142,000 shares of common stock at a cost of $6.8 million.  For the six months ended December 31, 2002, the Company acquired and placed in treasury 323,300 shares of common stock at a cost of $15.4 million.  Since the share repurchase program

began in 1998, the Board of Directors has authorized the repurchase of a total of 7.0 million shares.  From the

  inception of the share repurchase program through December 31, 2002, the Company has acquired and placed in treasury 6,130,600 shares of its common stock at a total cost of $156.1 million.  Future share repurchases are expected to be funded with cash generated by operations.

The Company will continue to have cash requirements to support seasonal working capital needs, capital expenditures, interest and principal payments, dividends and share repurchases.  The Company intends to use cash on hand, cash generated by operations and borrowings under its existing revolving credit facility to meet these needs.  The Company believes that cash from these sources will be adequate to meet its cash requirements over the next 12 months.

The Company has restrictions on dividends and stock repurchases under its revolving credit agreement and the indenture under which the Company’s 7.32 percent senior notes due July 2007 were issued.  The most restrictive of these covenants would limit the Company’s ability to make dividend payments and to purchase capital stock to $32.9 million for the remainder of fiscal 2003.  Neither the credit agreement nor the indentures for the senior notes restrict the Company from transferring assets to or from its subsidiaries in the form of loans, advances or cash dividends.

The Company is subject to various risk (as discussed in Forward Looking Statements) including dependence on key customers. For the six months ended December 31, 2002, sales to DaimlerChrysler accounted for 23.2 percent of the Company’s sales and accounts receivable due from DaimlerChrysler accounted for 17.0 percent of total consolidated accounts receivable at December 31, 2002. We expect DaimlerChrysler to continue to be a significant customer for the remainder of the current fiscal year.

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.  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 this report will in fact transpire.

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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 condition or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements.  These factors include, among other things:

· changes in consumer confidence and spending;

· automobile industry sales and production rates and the willingness of automobile purchasers to pay for the option of a premium branded automotive audio system and/or a multi-functional infotainment system;

· model-year changeovers in the automotive industry;

· the ability to satisfy contract performance criteria, including technical specifications and due dates;

· competition in the consumer and/or professional markets in which we operate;

· the outcome of pending or future litigation and administrative claims, including patent and environmental matters;

· work stoppages at one or more of our facilities or at a facility of one of our significant customers, or a common carrier;

· the loss of one or more significant customers, including our automotive customers;

· the ability to adapt to technological advances and innovation on a cost-effective and timely basis; and

· general economic conditions; and

· world political stability.

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 this report will in fact transpire.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Securities and Exchange Commission requires that registrants include information about potential effects of market risks, including changes in interest rates and currency exchange rates in their financial statements.  Since June 30, 2002 there have been no material changes in the qualitative aspects of the Company’s market risk profile.

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Interest rate risk

The Company entered into swap agreements in August 2001 and October 2001 to effectively convert interest on $150 million principal amount of 7.32 percent senior notes due July 1, 2007 from a fixed rate to a floating rate.  The Company entered into swap agreements in March 2002 and April 2002 to effectively convert interest on $200 million of the $300 million principal amount of its 7.125 percent senior notes due February 15, 2007, from a fixed rate to a floating rate.

To assess exposure to interest rate changes, the Company prepares a sensitivity analysis assuming a hypothetical 100 basis point change in interest rates across all maturities.  At December 31, 2002, this analysis indicated that an increase or decrease in interest rates would increase or decrease net income, on an annualized basis, net of taxes, by approximately $2.4 million.

The Company is subject to counterparty risk under the interest rate swaps described above.  The Company may be exposed to losses in the event of nonperformance by counterparties or interest rate movements.

Foreign currency risk

The effect of changes in currency exchange rates, principally the change in the value of the Euro versus the U.S. dollar, have an impact on the Company’s reported results when the financial statements of foreign subsidiaries are translated into U.S. dollars.  For the six months ended December 31, 2002 the Euro strengthened versus the U.S. dollar by 11 percent over the prior year period.

To assess exposure to foreign currency changes, the Company prepares an analysis assuming a hypothetical 10% change in foreign currency rates across all subsidiaries.  This analysis indicated that an increase or decrease in foreign exchange rates would have increased or decreased income before income taxes by $4 million and $2.5 million, respectively, for the six months ended December 31, 2002.

The Company maintains significant operations in Germany, the United Kingdom, France, Austria, Hungary, Switzerland, Mexico, China and Sweden.  As a result, exposure to foreign currency gains and losses exists.  A portion of foreign currency exposure is hedged by incurring liabilities, including loans, denominated in the local currency where subsidiaries are located.

The subsidiaries of the Company purchase products and raw materials in various currencies.  As a result, the Company may be exposed to cost increases relative to local currencies in the markets to which it sells.  To mitigate such adverse trends, the Company enters into foreign exchange contracts and other hedging activities.  Also foreign currency positions are partially offsetting and are netted against one another to reduce exposure.

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.  Competitive conditions in the Company’s markets may limit its ability to increase product price in the face of adverse currency movements.  For example, certain products made in the U.S. are sold outside of the U.S.  Sales of such products are affected by the value of the U.S. dollar relative to other currencies.  Any long-term strengthening of the U.S. dollar could depress the demand for these products and reduce sales.  However, due to the multiple currencies involved in the Company’s business and the netting effect of various simultaneous transactions, the Company’s foreign currency positions are partially offsetting.

See Note 8 to the financial statements included in this report and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002 for more information regarding the Company’s exposure to market risk.

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ITEM 4.

CONTROLS AND PROCEDURES

The Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c)) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”).  Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings under the Exchange Act.

Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect such controls.

Part II: OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

a)	The date of the Annual Meeting of Stockholders was November 8, 2002.
b)	Sidney Harman was re-elected as a director of the Company with 29,148,434 votes and 408,915 votes withholding authority.  Dr. Harman will serve a three-year term expiring at the 2005 Annual Meeting of Stockholders.
c)	Ms. Shirley Mount Hufstedler was re-elected as a director of the Company with 27,633,824 affirmative votes and 1,923,525 votes withholding authority. Ms. Mount Hufstedler will serve a three-year term expiring at the 2005 Annual Meeting of Stockholders.
d)	The proposal to approve the 2002 Key Executive Officers Bonus Plan was approved with 28,479,881 affirmative votes, 989,453 negative votes, 88,015 abstention votes and no broker non-votes.
e)	The proposal to approve the 2002 Stock Option and Incentive Plan was approved with 21,415,274 affirmative votes, 6,363,738 negative votes, 122,405 abstention votes and 1,655,932 broker non-votes.

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Item 6.  Exhibits and Reports on Form 8-K

(a)			Exhibits required by Item 601 of Regulation S-K
	10.1	*	Managing Director Employment Agreement, dated March 28, 2000, as amended, between Becker GmbH and Dr. Erich A. Geiger.
	10.2	*	Employment Agreement, dated January 2, 2001, between Harman International Industries, Inc. and Dr. Erich A. Geiger.
	10.3	*	Bonus Agreement, dated January 7, 1998, between Becker GmbH and Dr. Erich A. Geiger.
	10.4	*	Restricted Stock Agreement, dated effective as of August 15, 2001, between Harman International, Inc. and Dr. Erich A. Geiger.
	10.5	*	Amendment No. 1 to the Harman International Industries, Incorporated Supplemental Executive Retirement Plan dated September 24, 2002.
	10.6	*	Harman International Industries, Incorporated, 2002 Key Executive Officers Bonus Plan.  (Filed as Exhibit A to the Definitive Proxy Statement for the Company’s 2002 Annual Stockholder’s meeting and hereby incorporated by reference)*
	10.7	*	Harman International Industries, Incorporated, 2002 Stock Option and Incentive Plan.  (Filed as Exhibit B to the Definitive Proxy Statement for the Company’s 2002 Annual Stockholder’s meeting and hereby incorporated by reference)*
	99.1		Certification of Sidney Harman, Bernard A. Girod and Frank Meredith, Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.
		*	Each document marked with an asterisk constitutes a management contract or compensatory plan or arrangement.
(b)			Reports on Form 8-K
			None.

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SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Harman International Industries, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Harman International Industries, Incorporated
	(Registrant)
Date: February 14, 2003	By: /s/  Bernard A. Girod
	Bernard A. Girod Vice Chairman and Chief Executive Officer
Date: February 14, 2003	By: /s/ Frank Meredith
	Frank Meredith Executive Vice President and Chief Financial Officer

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CERTIFICATION

I, Sidney Harman, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Harman International Industries, Incorporated:
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function);
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2003

/s/ Sidney Harman

Executive Chairman

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CERTIFICATION

I, Bernard A. Girod,certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Harman International Industries, Incorporated:
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function);
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2003

/s/ Bernard Girod

Vice Chairman and Chief Executive Officer

24

CERTIFICATION

I, Frank Meredith,certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Harman International Industries, Incorporated:
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function);
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2003

/s/ Frank Meredith

Executive Vice President and Chief Financial Officer

25

EX-10.1

Managing Director Employment Agreement
(this" Agreement")

between

Becker GmbH, 76307 Karlsbad

represented by its shareholders Becker Holding GmbH, Karlsbad, which is represented by its managing director holding sole power of representation, Mr. William S. Palin, and Harman  International Industries Incorporated, Northridge/California, U.S.A., which is represented by its CEO holding sole power of representation, Mr. Bernard A. Girod,

- hereinafter referred to as "Company" -

and

Dr. Erich A. Geiger
  Altenbergweg 11
75236 Kampfelbach

- hereinafter referred to as "Managing Director" -

Preamble

(1)        A managing director employment agreement was concluded between the Company  and Managing Director on June 30, 1993 (hereinafter referred to as "Managing  Director Employment Agreement 1"); on the basis of the Managing Director Employment Agreement 1, Managing Director entered into the service of the Company and was appointed as its managing director effective July 1, 1993.

(2)        On June 28/29, 1995, a new managing director employment agreement was concluded between the Company and Managing Director (hereinafter referred to as "Managing Director Employment Agreement 2"); on the basis of the Managing Director Employment Agreement 2, Managing Director continued his services for the Company as of July 1,1995.

(3)        On December 29, 1995, a new managing director employment agreement was concluded between the Company and Managing Director (hereinafter referred to as "Managing Director Employment Agreement 3"); on the basis of the Managing Director Employment Agreement 3, Managing Director continued his services for the Company as of January 1,1996.

(4)        The Company and Managing Director are in agreement that the Managing Director Employment Agreement 1, the Managing Director Employment Agreement 2, the Managing Director Employment Agreement 3 as well as all addendums, amendments and other additional agreements concluded subsequent to the Managing Director Employment Agreement 1, the Managing Director Employment Agreement 2 or, the Managing Director Employment Agreement 3, except for the bonus regulation dated August 28/29, 1997 and the bonus agreement dated January 27, 1998, will be terminated as of February 29, 2000 and be replaced with the provisions of this Agreement.

Article 1

Responsibilities

(1)       Managing Director shall continue his service with the Company from March 1, 2000 onwards on the basis of this Agreement.  Managing Director shall be the spokesman of the managing directors of the Company.

(2)        Managing Director shall be responsible for the overall management of the Company and its subsidiaries.  On January 1, 2003, Managing Director will transfer his operating and overall management responsibility to other executives appointed by the Company, and he will then assume the new position and responsibility as Chief Technical Officer of the Harman Group in accordance with the terms of this Agreement.

(3)        Within the framework of this overall responsibility, Managing Director shall be entitled to bear the title "Spokesman of the Managing Directors" or "Vorsitzender der Geschaftsftihrung." Managing Director shall furthermore be entitled to bear the title "Chief Executive Officer - OEM Group Europe" or "Vorsitzender der OEM Group Europe."

(4)        The Company reserves the right to assign additional areas of responsibility to Managing Director.

(5)        At the request of the shareholders, within the framework of this Agreement and the areas of responsibility assigned to Managing Director, he will also work for other national and international companies of the Harman Group.

(6)        Managing Director shall place his full working capacity at the disposal of the Company.

(7)        Managing Director shall refrain from engaging in any other profit-making activity or any other activity that might impair his ability to place his full working capacity at the disposal of the Company in accordance with Article 1 Subsection (6), and shall refrain from participation in any other enterprise, irrespective of the legal form of such enterprise company or the nature of its business. An inactive participation within the framework of private investment management is, however, permitted.

(8)        Membership in supervisory bodies of other companies requires the prior written consent of the shareholders.

Article 2

Management practice - Power of representation

(1)       Managing Director shall manage the activities of the Company and the Company's subsidiaries and carry out the duties assigned to him in accordance with Article I Subsections (3), (4) and (5) in compliance with legal stipulations, the relevant provisions of the shareholders' agreements of the respective Harman and Becker companies, the by-laws for managing directors and in compliance with the provisions and limitations listed in Article 3 of this Agreement and with the diligence of a prudent and conscientious businessman to the benefit of the Harman and Becker companIes.

(2)        Managing Director shall comply to the extent recognized by law with any possible instructions issued to him by the shareholders in shareholders' resolutions or issued by the committees or shareholder designees appointed in accordance with the articles of association or other stipulations, and, in those cases specified by the shareholders' resolutions or provided for in Article 3 of this Agreement seek the consent of the shareholders or their designees.

Article 3

Transactions subject to consent

Managing Director must seek the prior written consent of the shareholders or their designees with regard to the following transactions on behalf of the Company or any of its subsidiaries:

(I)        The establishment or amendment of the short-term, medium-term or long-term business policy of the Company or its subsidiaries;

(2)        The adoption or amendment of the budget and business plan for the corning business year; the budget and business plan is to be submitted by the managing directors by April 30 of the current business year at the latest;

(3)        The acceptance or granting of loans, as well as the conclusion of comparable financing measures;

(4)        The assumption of suretyships, guarantees or other liabilities on behalf of third parties which go beyond the ordinary course of business or which amount to more than DM 500,000.00 in anyone individual case;

(5)        The commencement of new business activities as well as the partial or complete discontinuance of previous business activities;

(6)        The establishment or closure of subsidiary companies, plant facilities or branch offices;

(7)        The acquisition or sale of plants or parts thereof;

(8)        The acquisition, sale or encumbrance of interests in other enterprises;

(9)        The acquisition, sale or encumbrance of real property, rights equivalent to real property or rights in real property;

(10)      The agreement on or instigation of expenditures exceeding DM 500,000.00; this also applies to consecutive expenditures which have a common context;

(11)      Any form of transaction the consummation of which is likely to lead to a loss;

(12)      The conclusion, amendment or termination of rent and leasehold agreements with a term of more than 10 years or which have a rent or lease commitment of more than DM 500,000.00 per annum;

(13)      The conclusion, amendment or termination of agreements between business enterprises, and in particular of subordination agreements, profit and loss transfer agreements, merger agreements, company lease agreements and company surrender agreements;

(14)      The sale, rental, transfer of ownership or encumbrance of assets which have a current market value of more than DM 500,000.00;

(15)      Any measures in the area of personnel management, and in particular the conclusion, amendment or termination of contracts of employment and consultancy agreements or amendments regarding the employee pension scheme;

(16)      The granting or withdrawing of commercial powers of attorney;

(17)      The appointment or revocation of the independent auditors of the Company or any of its subsidiaries;

(18)      Any amendments with regard to the appearance or the use of trademarks, trade names, company names or other symbols;

(19)      The conclusion, amendment or termination of substantial agreements with state authorities or offices, in particular with the tax authorities;

(20)      The institution, bringing about, participation in or termination of judicial, extrajudicial or official disputes and processes insofar as the underlying, obligations, payments or otherwise concern amounts of more than DM 500,000.00; and

(21)      Any measures by the Company or any of its subsidiaries which involve Managing Director, a relative of Managing Director or an enterprise in which Managing Director or a relative of Managing Director directly or indirectly participates.

Article 4

Remuneration

(1)        Commencing January 1,2000 as remuneration for his activity Managing Director is to receive a gross annual salary of DM 1,000,000.00 (in words: one million German marks), payable in 12 equal installments with each installment being payable at the end of each month. Commencing January 1, 2000, Managing Director shall not be entitled to any further remuneration under Managing Director Employment
Agreement 3.

(2)        The contractual parties will hold negotiations on September 30 of each year - for the first time on September 30, 2000 - regarding amendment or adjustment of the annual remuneration. The general economic development of the OEM Group in Europe, and in particular the development of its turnover and earnings, are to be taken into consideration in these negotiations.  Neither party to the Agreement is legally obliged to carry out any adjustment .

(3)        The fixed remuneration and the bonus provided for in Article 5 cover all the activities of Managing Director, including any possible overtime or additional work on Sundays and public holidays. The same applies to any further activity on the part of Managing Director in accordance with Article 1 Subsection (5), unless a written agreement is made to the contrary.

Article 5

Bonus

For so long as Managing Director holds the position of Managing Director of the Company, he may be entitled to a bonus based on certain performance parameters and in accordance with the so-called "U.S. Executive Bonus Plan" both as decided each year in the sole discretion of Harman International Industries Incorporated. At full realization of all performance parameters, the bonus is targeted at 45 % of the then base salary as provided for in Article 4 Subsection 1. The parties acknowledge that the annual gross salary already reflects the parties' mutual risk should the Company release Managing Director from his obligations to work and therefore the Managing Director shall have no right to claim any bonus or pro-rata bonus should the Company (with or without termination of this Agreement) release Managing Director from his obligation to work. It is understood and agreed by the parties that any bonus payment by the Company shall be voluntary one time remunerations and will not result in any future obligations by the Company.

Article 6

Continued payment in the event of disability

(1)        In the event of disability due to illness not caused by negligence, or during a medical treatment prescribed by a doctor, or in the event of any other disability as a result of circumstances beyond Managing Director's control, he will retain his entitlement to his fixed salary in accordance with Article 4 for a period of six months following the

onset of such disability. After this period, Managing Director shall receive the difference between the amount of sickness benefit paid by any health insurance company - this sum will be at least the maximum amount paid by the statutory health insurance companies - and 75% of his net fixed salary in accordance with Article 4 as a gross subsidy for a maximum period of a further 6 months.

(2)        If Managing Director is entitled to claims against a third party for having brought about his disability, he is obliged to assign these claims up to the amount of the continued salary payment to the Company and to make available all the information, documents etc necessary to assert any such claims against third parties.

Article 7

Company vehicle - Travel and subsistence expenses

(1)        For the duration of his activity in accordance with this Agreement, Managing Director . is entitled to the provision of a company car of the make Daimler Benz, which in terms of its class corresponds to that of an Audi A 8.

Managing Director is also entitled to use the company vehicle for private purposes, The liability for the payment and transfer of income tax arising from the private use of the company car on the basis of the lump sum amount of 1 % of the list price usually set by the fiscal authorities is assumed by the Company. The gross salary will be amended accordingly. Liability for the payment and transfer of income tax for the rental value of journeys between the place of residence and the place of employment is not assumed by the Company. The Company bears all costs associated with the maintenance and use of the vehicle, including any possible repairs. In the event that repairs are necessary as a result of the action of a third party Article 6 Subsection (2) applies accordingly.

(2)        Managing Director is entitled to reimbursement of expenses incurred on business trips on behalf of the Company in accordance with the guidelines drawn up by the management and approved by the shareholders. Managing Director is entitled to international first class travel.

(3)        Costs and other expenses incurred in the entertainment of business partners will be reimbursed in accordance with receipts and such guidelines. All necessary records are to be kept so as to meet with fiscal requirements.

Article 8

Accident insurance

(1)        The Company will maintain an accident insurance policy with the following insurance coverage with an insurance company of its choosing -possibly within the framework of a group accident insurance policy - on behalf of Managing Director:

in the event of accidental death  DM 400,000.00
in the event of invalidity                         DM 800,00000

(2)        The accident insurance will be maintained by the Company for its own benefit. In the event of the occurrence of the insurance contingency the insurance benefit received  will be transferred to Managing Director, in the event of his death to his widow, as an alternative to his legitimate offspring in equal parts, unless Managing Director has informed the Company in writing instructing it to transfer the monies to another beneficiary.

(3)        The payment of the accident insurance will be deducted from the payment obligations of the Company in Article 4 and any possible payments in Article 5.

(4)        If Managing Director dies, his widow, and as an alternative his legitimate offspring in equal parts, will receive the fixed salary in full (Article 4 Subsection (1)) for the month in which the death occurred and for the following three months. If, in the event of accidental death, the widow or the heirs are entitled to claims from insurance benefits in accordance with Article 8 Subsections (1) -(3), they are obliged to repay these sums to the Company up to the amount of the continued payment of salary.

Article 9

Old-age pension scheme

(1)        The Company has concluded a capital-sum life insurance to the value ofDM 750,000 due upon attainment of the age of 60, for the benefit of Managing Director. The Company assumes the liability for the payment and transfer of the income tax arising from the premium payments; the gross salary will be adjusted accordingly. The Company will transfer this insurance agreement to Managing Director if he leaves the services of the Company before attaining the age of 60. In this case Managing Director will continue the insurance agreement in his own name and for his own account.

(2)        In addition to the capital-sum life insurance, Managing Director shall be entitled to an old-age company pension to be calculated as follows:

The annual gross pension payment ("Annual Pension") shall correspond to 5% of Managing Director's Eligible Salary and shall be increased by further 5% of Managing Director's Eligible Salary for each year of service under this Agreement completed after February 28,2000. However, the total Annual Pension shall under no circumstances exceed 30% of Managing Director's Eligible Salary.

If Managing Director ceases to be employed by the Company before having attained age 60 and if the Company has not terminated the Managing Director for cause (Section 626 German Civil Code), the then existing pension entitlement shall be deemed to have vested.

For purpose of this Article 9, Eligible Salary shall mean the average of the annual base salary in accordance with Article 4 Subsection (I) earned (i) during the term of this Agreement, or (ii) during the last five years of service under this Agreement if Managing Director has completed five years of service or more under this Agreement.

The Annual Pension shall be paid in 12 equal monthly installments, commencing the month following the month during which Managing Director attained age 60.

(3)        In case of Managing Director's death, his widow shall be entitled to a widow's pension, the amount and payment terms of which shall correspond to the then vested pension entitlement of Managing Director and to be paid during the following period:

(i)         In case of Managing Director's death before having attained age 60, for a period often years; or

(ii)        In case of Managing Director's death during or after the month in. which he attained age 60, for the period between the death and the month during which  Managing Director would have attained age 70.

Article 10

Holiday entitlement

(1)        Managing Director is entitled to an annual holiday period of 42 working days (excluding Saturdays).

(2)        The date(s) of vacation as well as the respective vacation period(s) are to be agreed upon with the shareholders. In doing so, the business interests of the Harman and Becker companies are to be given priority

(3)        Compensation will not be granted for vacation entitlement that has not been taken. Moreover, the relevant provisions of the Bundesurlaubsgesetz (Federal Holiday with Pay Act) apply accordingly.

Article 11

Professional confidentiality - Documents

(1)        Managing Director is obliged to maintain absolute secrecy vis-a-vis third parties with regard to all matters and relationships pertaining to the Harman and Becker companies, and above all matters pertaining to business and trade secrets. Legal disclosure requirements are not affected. This obligation remains in force even after the termination of this Agreement.

(2)        In addition, Managing Director is, at any time upon request of the Company, and without a request to do so upon termination of the contractual relationship, obliged to return all property of the Company and records of business and trade matters regarding the Harman and Becker companies, irrespective of whether such documents had been given to him or he had produced these himself, together with an assurance that all the relevant documents have been returned and that no copies are in his possession.

Article 12

Employee’s inventions

(1)        Managing Director undertakes to relinquish to the Company any invention which he has made without extra remuneration, or to the respective Harman or Becker company for whom he was active in connection with his invention.

(2)        Managing Director may, however, demand an employee invention remuneration in accordance with the relevant legal regulations insofar as and to the extent that this  remuneration would exceed the sum of annual remuneration due to him in accordance with Article 4 of this Agreement and the bonus paid for the year in which the invention was made. The Company is entitled to pay the remuneration due in the form of partial payments or in a lump sum with a single payment.

Article 13

Indemnity

The Company indemnifies Managing Director from all statutory court and lawyer's fees, as well as all compensation set by law for witnesses and expert witnesses, which he incurs in his capacity as managing director. This indemnity does not apply insofar as the action is based on willfulness or gross negligence.

Article 14

Commencement and duration of the contractual relationship - Termination

(1)        This Agreement comes into effect on March 1,2000.

(2)        The contractual relationship is established for a fixed term of five years and may be terminated by either party in accordance with Section 624 BGB. The earliest effective date of termination of this Agreement is therefore August 31, 2005.

The employment relationship expires without notice of termination, however, at the end of the month in which Managing Director attains the age of60.

The Company and Managing Director may terminate or modify this Agreement by mutual written agreement.

(2)        The right of either party to terminate this Agreement for cause and the right of the Company to dismiss Managing Director in accordance with Article 38 GmbHG [Law Concerning Limited Liability Companies] remain unaffected.

(4)        The notice of termination must be in writing.

(5)        Following a normal or extraordinary termination of this Agreement, by whichever party, the Company is at all times entitled to immediately release Managing Director from his obligation to work for the Company.

(6)        In accordance with Article 1 Subsection (7) Managing Director is to refrain from any other activity until termination of this Agreement becomes effective, regardless of whether the Company has released him from his obligation to work for the Company.

(7)        For purposes of the company pension provided for in Article 9 Subsection (2), the years of service shall be deemed to have commenced on March 1, 2000.

Article 15

Concluding Provisions

(1)        his Agreement replaces and overrides the Managing Director Employment  Agreement 1, the Managing Director Employment Agreement 2, the Managing Director Employment Agreement 3 as well as all other supplements, amendments and  other additional agreements consequently concluded thereto, except for the bonus regulation dated August 28/29, 1997 and the bonus agreement dated January 27, 1998.

(2)        Oral supplementary agreements have not been made.

(3)        Amendments and supplements to this Agreement must be made in writing in order to be valid. The written form requirement may not -even orally -be waived.

(4)        Should one or more of the provisions contained in this Agreement be or become invalid, the validity of the remaining provisions of this Agreement is not affected. The parties to this Agreement are obliged to replace the invalid provision with a permissible and valid provision which comes closest in economic or legal content to the invalid provision.

Harman International Industries Incorporated:

By:       /s/ Gregory P. Stapleton                                    /s/ Dr. Erich A. Geiger
Gregory P. Stapleton                                        Dr. Erich A. Geiger

Date:    March 28, 2000                                               Date: March 28, 2000

ON BEHALF OF BECKER GMBH

Harman International Industries Incorporated:    Becker Holding GmbH:

/s/ Bernard A. Girod                                                     /s/ William S. Palin
Bernard A. Girod                                                         William S. Palin

Date:March 28, 2000                                       Date: March 28, 2000

EX-10.2

harman international

Harman International Industries. Incorporated 8500 Balboa Blvd., P.O. Box 2200, Northrldge. CA 91329 (818) 893-841

January 2, 2001                                        C O N F I D E N T I A L

Dr. Erich A. Geiger
8323 Octillo Court
Naples, FL 34113

Re: Emplovment with Harman International Industries. Inc. Dear Dr. Geiger:

We are pleased to offer you the position of Chief Technical Officer, Consumer Systems Group with Harman International Industries, Inc. (the "Company").

Your salary through September 30,2001 will be at an annualized rate of $252,000 (Two hundred fifty-two thousand U.S. Dollars), payable in equal semi-monthly installments of $11,500 (Twenty-one thousand U.S. Dollars) on the 15th and the last days of each month. Commencing October 1, 2001, your annualized salary rate will rise to $300,000 (Three hundred thousand U.S. Dollars) payable in equal semi- monthly installments of $12,500 (Twelve thousand five hundred U.S. Dollars) on the 15th and the last days of each month.  In addition to your salary, you will be eligible for an annual bonus in connection with your service to the Company hereunder as Chief Technical Officer, Consumer Systems Group, based on certain performance parameters and in accordance with the Harman International Industries, Inc. "U.S. Executive Bonus Plan," both as decided each year in the sole discretion of the Company.  You will also be eligible to participate in the Harman International Industries, Inc. Executive Deferred Compensation Plan in accordance with its terms.  However, you will not be entitled to any additional bonus, for which you may already be eligible or which has already been granted to you in connection with your employment with Harman Becker Automotive Systems (Becker Division) GmbH, solely by virtue of this employment agreement. You will also receive the standard package of medical and other benefits that is offered to full-time employees of the Company as of the date that your employment commences, but only if and to the extent that these benefits are not already provided to you in connection with your employment with Harman Becker Automotive Systems (Becker Division) GmbH.

You will receive a formal review of your performance at least annually, which generally will occur on or around the anniversary of your employment.

It is understood that, simultaneous with your employment with the Company, you will also be employed by Harman Becker Automotive Systems (Becker Division) GmbH.  You will be expected to devote your best efforts and all time that is necessary to fulfilling effectively your duties as the Company's Chief Technical Officer, Consumer Systems Group, consistent with your simultaneous obligations to Harman Becker Automotive Systems (Becker Division) GmbH.  Over the course of each year, you will devote approximately 50% of your working capacity to each of the Company and Harman Becker Automotive Systems (Becker Division) GmbH. You will report to Gregory P. Stapleton or such other person as is designated by the Company, and the allocation of your time as between the Company and Harman Becker Automotive Systems (Becker Division) GmbH shall be determined by Mr. Stapleton or such other designee to whom you report.  Your total number of annual vacation days shared between the Company and Harman Becker Automotive Systems (Becker Division) GmbH shall be the number of days set forth in Article 10(1) of the Managing Director Employment Agreement (and any amendments thereto) that was concluded between you and Becker GmbH on March 28, 2000.

Dr. Erich A. Geiger
January 2, 2001
Page 2

days set forth in Article 10(1) of the Managing Director Employment Agreement (and any amendments thereto) that was concluded between you and Becker GmbH on March 28, 2000.

Your employment with the Company is at-will, and may be terminated by you or the Company at any time for any reason or no reason.

This agreement, any disputes relating to it, and your employment with the Company will be governed by the laws of Michigan.

Please acknowledge your understanding of and agreement to the foregoing terms by signing one copy of this letter in the space provided below and returning that signed copy to me.

Very truly yours,
HARMAN INTERNATIONAL INDUSTRIES, INC.

By:  /s/ Gregory P. Stapleton
       Gregory P. Stapleton
       President and Chief Operating Officer

I UNDERSTAND AND AGREE TO THE TERMS SET FORTH ABOVE:

/s/  Dr. Erich A. Geiger
      Dr. Erich A. Geiger

EX-10.3

BONUS AGREEMENT

THIS BONUS AGREEMENT (the "Agreement") dated as of January 27, 1998 (the "Date of Grant") by and between BECKER GMBH (the "Company"), and Dr. ERICH A. GEIGER (the "Grantee"), a managing director of the Company:

WITNESSETH:

WHEREAS, the Company is willing to grant to the Grantee a gross bonus (the "Bonus") in the form of rights (the "Rights") to the appreciation on 20,000 shares of the Common Stock of Harman International Industries, Incorporated, par value $0.01 per share (the "Common Stock"), on the terms and conditions set forth in this Agreement;

WHEREAS, the Grantee is willing to accept the grant of the Bonus, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set forth in this Agreement, the Company and Grantee agree as follows:

1.            Grant of Rights: Bonus Payment.  The Company hereby grants to Grantee the Rights in accordance with Section 2.  Following the exercise of any of the Rights pursuant to Section 2 and 4, the Grantee shall be entitled to Bonus payments from the Company in accordance with Section 5.

2.            Exercise of Rights. (a) The Rights shall be exercisable by the Grantee only during the term hereof and only during the time periods and to the extent as follows:

(i) neither the Rights, nor any part thereof, may be exercised prior to January 1, 2001;

(ii) the first tranch of the Rights with respect to 6,666 of the shares of Common Stock
covered by the Rights may only be exercised on or after January 1, 2001;

(iii) the second tranch of the Rights with respect to 6,667 of the shares of Common Stock covered by the Rights, plus any Rights which could have been exercised but have not yet been exercised, may only be exercised on or after January 1, 2002;

(iv) the third tranch of the Rights with respect to 6,667 of the shares of Common Stock covered by the Rights, plus any Rights which could have been exercised but have not yet been exercised, may only be exercised during the period from January 1, 2003 until the tenth anniversary of the Date of Grant;

(b) Subject to the restrictions set forth in Subsection 2(a) above and Section 7 below, the Rights may be exercised by Grantee at any time, or from time to time, in whole or in part, during the term hereof, but only in multiples of Rights with respect to 50 shares of Common Stock.

3.            No Future Obligations/Entitlements. It is understood and agreed by the parties that the grant of the Rights shall be a voluntary one-time remuneration, and that this Agreement will not result in any future obligations by the Company or any of its affiliates or future entitlements of the Grantee except as otherwise expressly provided herein.

4.            Manner of Exercise: Exercise Date. (a) The Grantee shall exercise the Rights by delivering a signed written notice to the Company.

(b)            For purposes of this Agreement, the "Exercise Date" shall be the date of  receipt of such written notice by the Company.

5.            Bonus Amount: Payment. (a) The amount of the Bonus for each exercise of Rights shall correspond to (i) the positive difference, if any, between $35 and the stock  market price of one share of Common Stock, par value $0.01 per share, on the Exercise Date as published in the Wall Street Journal times (ii) the number of shares of Common Stock covered by the Rights being exercised.

(b)            The Bonus foreach exercised Right shall be payable by the Company within 10 days after the Exercise Date, and, at the Company's discretion, in cash (U.S. Dollars or, at the exchange rate listed in the Financial Times on the day prior to payment, Deutsche Marks, or Euro, if the Deutsche Mark no longer exists and has been replaced by the Euro), or by check or other cash equivalent.

(c)            The Company shall be entitled to withhold from and before payment of the Bonus any taxes and social security charges in connection with this Agreement and the payment of the Bonus.

6.             Term.  The term ofthis Agreement shall commence on the Date ofGrant and shall continue until the tenth anniversary of the Date of Grant, unless sooner terminated in accordance with Section 7.

7.             Termination. This Agreement and all Rights shall automatically terminate as follows:

(a)            This Agreement and all Rights shall automatically terminate on the effective date of termination or expiration of Grantee's managing director employment agreement with the Company dated December 29,1995 (the "MD-Agreement").

(b)            This Agreement and all Rights shall automatically terminate upon the death of the Grantee; provided, however, that if the Grantee dies while serving as managing director

of the Company, the personal representative of Grantee's estate or the person or persons who shall have acquired the right to exercise the Rights by bequest or inheritance shall have the right to exercise the Rights, to the extent exercisable on the date of Grantee's death, during the six (6) month period following Grantee's death, and, if the Rights are not then immediately exercisable in full, the Company's shareholders may, in their sole discretion, accelerate the time at which the Rights or any part thereof may be exercised.

(c)            If the MD-Agreement terminates by reason of Grantee's disability, the Company's shareholders may, in their sole discretion, accelerate the time at which the Rights or any part thereof may be exercised.

(d)            Notwithstanding the foregoing provisions regarding post-termination or post-death exercise, in no event may any Rights be exercised by Grantee or the personal representative of Grantee's estate or the person or persons who shall have acquired the right to exercise the Rights by bequest or inheritance, after the tenth anniversary of the Date of Grant.

8.            Transfer. This Agreement and the Rights shall not be transferable by Grantee other than by will or the laws of descent and distribution.  The Rights shall be exercisable during the Grantee's lifetime only by him (or by his guardian or legal representative). Any other attempted transfer of this Agreement or the Rights by Grantee (voluntarily or by operation of law) shall be null and void.

9.            Communications. All notices, demands and other communications required or permitted hereunder or designated to be given with respect to the rights or interests covered by the Agreement shall be deemed to have been properly given or delivered when delivered personally or sent by certified or registered mail, return receipt requested, with full postage prepaid and addressed to the parties as follows:

If to the Company, at:            8500 Balboa Boulevard
Northridge, California 91329
USA

Attention: Frank Meredith

and

33 Golden Square
London W1R 3PA
United Kingdom

Attention: William S. Palin

If to the Grantee:            Grantee's address provided by
Grantee on the last page of this Agreement

Either the Company or Grantee may change the above designated address by written notice to the other specifying such new address.

10.            Amendment in Writing. This Agreement may be amended, but only in writing which specifically references this Section and is signed by each of the parties. This written form requirement may not -even orally -be waived.

11.            Integration. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter, hereof, and supersedes any prior understandings and agreements with respect to the subject matter hereof.

12.            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Germany without giving effect to the conflict of law provisions thereof.

13.            Disputes. All disputes arising from this Agreement, including its validity, shall be finally settled by an arbitral tribunal without recourse to the ordinary courts of law, as set out in the separate arbitration agreement which is attached to this Agreement as Attachment 1.

14.            Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15.            Severability.  Should one or more of the provisions contained in this Agreement be or become invalid or unenforceable, the validity of the remaining provisions is not affected. The parties are obligated to replace the invalid or unenforceable provision by a permissible provision that best reflects the economic or legal purpose aimed at by the parties. The same applies in case of an omission.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written.

On behalf of BECKER GMBH

/s/ Dr. Erich A. Geiger                          /s/                                

Dr. Erich A. Geiger                                      Harman International

Industries,Incorporated

/s/                                   

Becker Holding GmbH

Grantee: Please complete the following information:

Name: /s/ Erich A. Geiger

            Erich A. Geiger

Home Address: Attenbergweg 11
                          D-75236 Kampfelbach

ATTACHMENT 1

  to the

  BONUS AGREEMENT

ARBITRATION AGREEMENT

dated January 27, 1998

between

BECKER GMBH

  and

DR. ERICH A. GEIGER

The parties agree hereby as follows: All disputes arising from the bonus agreement dated January 27, 1998 (between Dr. Erich A. Geiger and Becker GmbH) including its validity shall be finally settled by three arbitrators according to the Arbitration Rules of the German
Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law. The arbitration tribunal may also decide on the validity of this arbitration agreement. The arbitral tribunal shall apply German substantive law. The language of the arbitration proceedings
shall be English. If one party desires consideration of a document or of witness testimony in another language, that party must undertake the prior translation or simultaneous translation, respectively, of the same and alone carry such as an separate, non-refundable expense. The
place of arbitration shall be Frankfurt am Main, Federal Republic of Germany. With exception of possible translation expenses as described above, the winning party is entitled to the
award of all costs and expenses in connection with the proceedings (including attorneys'
fees).

On behalf of BECKER GMBH

/s/ Dr. Erich A. Geiger                         /s/ Harman International

Dr. Erich A. Geiger                                      Harman International

                                                                        Industries, Incorporated

/s/ Becker Holding GmbH
Becker Holding GmbH

ATTACHMENT 1

  to the

  BONUS AGREEMENT

ARBITRATION AGREEMENT

dated January 27,1998

between

BECKER GMBH

and

DR. ERICH A. GEIGER

The parties agree hereby as follows: All disputes arising from the bonus agreement dated January 27, 1998 (between Dr. Erich A. Geiger and Becker GmbH) including its validity shall be finally settled by three arbitrators according to the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law.  The arbitration tribunal may also decide on the validity of this arbitration agreement. The arbitral tribunal shall apply German substantive law. The language of the arbitration proceedings shall be English. If one party desires consideration of a document or of witness testimony in another language, that party must undertake the prior translation or simultaneous translation, respectively, of the same and alone carry such as an separate, non-refundable expense. The place of arbitration shall be Frankfurt am Main, Federal Republic of Germany. With exception of possible translation expenses as described above, the winning party is entitled to the award of all costs and expenses in connection with the proceedings (including attorneys' fees).

On behalf of BECKER GMBH

/s/ Dr. Erich A. Geiger                                      /s/ Harman International Industries, Inc.
Dr. Erich A. Geiger                                                  Harman International
                                                                                    Industries, Inc.

/s/ Becker Holding GmbH
Becker Holding GmbH

EX-10.4

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated effective as of August 15, 2001, by and between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware Corporation (the “Company”), and ERICH A. GEIGER (the “Grantee”):

WHEREAS, the Grantee is an employee of the Company; and

WHEREAS, on August 15, 2001, the Executive Committee of the Company’s Board of Directors (the “Board”) authorized a grant of restricted shares of the Company’s common stock to the Grantee on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of these premises, and the mutual covenants and agreements set forth herein, the Company and the Grantee agree as follows:

1.            Grant of Restricted Shares. The Company hereby grants to Grantee 10,000 shares (the “Restricted Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to the terms and conditions set forth herein. The Restricted Shares are duly authorized, fully paid and nonassessable.

2.            Restriction on Transfer of Restricted Shares. Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee unless and until that date when such Restricted Shares become nonforfeitable in accordance with Section 3 hereof (the “Vesting Date”).  Any purported transfer, encumbrance or other disposition of the Restricted Shares in violation of this Section 2 shall be null and void, and the other party to any such purported transaction shall not obtain any rights or interest in the Restricted Shares.

Vesting of Restricted Shares.

(a) 2,500 Restricted Shares shall become nonforfeitable on each of August 15, 2002, August 15, 2003, August 15, 2004, and August 15, 2005; provided, that on the applicable date the Grantee has remained in the continuous employment of the Company or a Subsidiary (as defined in Section 12 hereof). For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of his employment among the Company and its Subsidiaries, or (ii) a leave of absence approved by the Board.

(b) Notwithstanding the provisions of Section 3(a) hereof, all of the Restricted Shares shall immediately become nonforfeitable upon the occurrence of a Change in Control of the Company. For purposes of this Section 3(b) a “Change in Control of the Company” means the first occurrence of any of the following events:

(i)            The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Voting Stock”); provided, however, that for purposes of this Section 3(b)(i), the following acquisitions shall not constitute a Change in Control: (A) any issuance of Voting Stock directly from the Company that is approved by the Incumbent Board (as defined in Section 3(b)(ii), below), (B) any acquisition by the Company or a Subsidiary of Voting Stock, (C) any acquisition of Voting Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (D) any acquisition of Voting Stock by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii), below; or

(ii)            The individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director after the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)            consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of the Company, or similar transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)            approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii).

(c)            Notwithstanding the provisions of Section 3(a) hereof, the Board may, in its sole discretion, determine that all or any portion of the Restricted Shares that are otherwise forfeitable shall immediately become nonforfeitable if the Grantee (i) should die or become permanently disabled while in the employ of the Company or a Subsidiary or (ii) should retire under a retirement plan of the Company or a Subsidiary at or after the earliest voluntary retirement age provided for in such retirement plan or at an earlier age with the consent of the Board.

4. Forfeiture of Restricted Shares.

(a) Any Restricted Shares that have yet to become nonforfeitable in accordance with Section 3 hereof shall automatically and without any further action be forfeited to the Company if the Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to August 15, 2005, unless the Board determines to provide otherwise in accordance with Section 3(c) hereof.

(b) In the event that the Grantee commits an act that the Board determines to have been intentionally committed and materially inimical to the interests of the Company, any Restricted Shares that are forfeitable in accordance with this Agreement as of the time of the commission of that act shall as of such time be automatically and without any further action forfeited to the Company, notwithstanding any other provision of this Agreement. In the event of a forfeiture, the certificates representing the Restricted Shares that have not become nonforfeitable in accordance with Section 3 hereof shall be cancelled.

5.            Dividend, Voting and Other Rights. The Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereon; provided, however, that any additional shares of Common Stock or other securities that the Grantee may become entitled to receive pursuant to any stock dividend, stock split, combination of shares, merger consolidation, recapitalization, reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the Restricted Shares.

6.            Repurchase of the Restricted Shares by the Company.

(a) The Grantee may request in writing (a “Repurchase Request”) that the Company repurchase from the Grantee any nonforfeitable Restricted Shares during the applicable Repurchase Period (as defined in this Section 6). The per share purchase price to be paid by the Company for any nonforfeitable Restricted Shares subject to a Repurchase Request shall be the closing sales price of the Common Stock as reported on the New York Stock Exchange on the date the Company receives the Repurchase Request. The Company shall pay the applicable repurchase price for such Restricted Shares to the Grantee in cash within 10 business days from the date the Company receives the Repurchase Request. For purposes of this Section 6, the term “Repurchase Period” shall mean the period from the Vesting Date of such Restricted Shares to the earlier of (a) the first date upon which such Restricted Shares may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, or any successor regulation (the “Securities Act”) and all applicable state securities laws (“Blue Sky Laws” and, collectively with the Securities Act, the “Securities Laws”), and (b) the first anniversary of the Vesting Date with respect to such Restricted Shares.

(b) Notwithstanding anything in Section 6(a) to the contrary, the Company may decline to repurchase of any Restricted Shares in the event that the Company reasonably determines that any such repurchase would (i) violate any applicable federal or state securities or other laws, or (ii) result in any breach or other default under any agreement (including any bank credit agreement, indenture, note or similar agreement) to which the Company is a party.

7.            Retention of Stock Certificates by the Company.

(a) The Restricted Shares shall be represented by four stock certificates issued by the Company (each, a “Certificate”) and registered in the name of the Grantee, with each Certificate representing 2,500 Restricted Shares.

(b) Each Certificate shall conspicuously bear a restrictive legend as follows:

(i)            During the period from the date hereof to the Vesting Date applicable to the Restricted Shares represented by a Certificate, that Certificate shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE BLUE SKY LAWS, UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS ON SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION SET FORTH IN THAT CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN ERICH A. GEIGER AND THE ISSUER, DATED EFFECTIVE AS OF AUGUST 15, 2001.

(ii)            At any time after the Vesting Date applicable to the Restricted Shares represented by a Certificate, the Grantee may request that the Company cancel that Certificate and replace that Certificate with a Certificate bearing the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE BLUE SKY LAWS OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER.

(c) Each Certificate shall be held in custody by the Company, together with stock powers endorsed in blank by the Grantee with respect thereto, until the Vesting Date applicable to the Restricted Shares represented by that Certificate.

(d) At such time as the Company determines, with the advice of counsel, that any Restricted Shares are transferable by the Grantee pursuant to this Agreement and without violation of any federal or state securities or other laws, the Grantee may request that the Company cancel the Certificate representing such Restricted Shares and replace that Certificate with a Certificate free of any legend.

Compliance with Law. The Grantee hereby represents and warrants to the Company that as of the date hereof:

5

(i) The Grantee is an “accredited investor” for purposes of the Securities Act;

(ii) The Grantee is acquiring the Restricted Shares for his own account and not with a view to, or for resale in connection with, any distribution or public offering of the Restricted Shares; and

(iii) The Grantee understands that the Restricted Shares may only be disposed of in accordance with the terms and conditions of this Agreement and pursuant to an effective registration statement filed under the Securities Act, or pursuant to a transaction that is exempt from or not subject to the registration requirements of the Securities Laws.

9.            Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of the Restricted Shares or other securities pursuant to this Agreement, it shall be a condition to the issuance or vesting that the Grantee pay to the Company the tax required to be withheld or make provisions that are satisfactory to the Company for the payment thereof. The Grantee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the nonforfeitable Restricted Shares that are issued to the Grantee hereunder, and such Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the market value per share of such Restricted Shares on the date of such surrender.

10.            Right to Terminate Employment. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time.

11.            Definition of Subsidiary. For the purposes of this Agreement, the term “Subsidiary” means any corporation in which the Company directly or indirectly owns or controls more than 50% of the total combined voting power of all classes of stock issued by the corporation.

12. Communications.

(a) All notices, demands and other communications required or permitted hereunder, or designated to be given with respect to the rights or interests covered by this Agreement, shall be deemed to have been properly given or delivered when delivered personally or sent by certified or registered mail, return receipt requested, U.S. mail or reputable overnight carrier with full postage prepaid and addressed to the parties as follows:

(i)            If to the Company, to:               1101 Pennsylvania Avenue, N.W.

Suite 1010

Washington, D.C. 20004

Attention: Vice President - Financial Operations.

(ii)            If to the Grantee, to Grantee’s address shown beneath his signature on the signature page of this Agreement.

(b) Either the Company or the Grantee may change its above designated address by written notice to the other, consistent with this Section 12, specifying such new address.

13. Amendment. this Agreement may be amended, but only in a writing signed by each of the Company and the Grantee.

14. Integration. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the Restricted Shares, and supersedes any prior understandings or agreements, whether written or oral, with respect to the Restricted Shares.

15. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof and the remaining provisions hereof shall continue to be valid and fully enforceable.

16. Governing Law. This agreement is made under, and shall be construed in accordance with, the laws of the State of Delaware.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement is executed by the Company and the Grantee effective as of the day and year first above written.

	HARMAN INTERNATIONAL INDUSTRIES,
	INCORPORATED
By: /s/ Harman International Industries, Inccorporated

The undersigned Grantee hereby acknowledges receipt of an executed original of this Restricted Stock Agreement and accepts the Restricted Shares subject to the applicable terms and conditions hereinabove set forth.

/s/ Erich A. Geiger
Erich A. Geiger

Name:              Dr. Erich A. Geiger
Address: 8323 Octillo Court
Naples, Florida 34113

EX-10.5

Amendment No. 1 to the
Harman International Industries, Incorporated
Supplemental Executive Retirement Plan

Pursuant to action by the Board of Directors, the Harman International Industries, Incorporated Supplemental Executive Retirement Plan, as amended and restated as of October 1, 1999 (the “Plan”), is hereby amended in the following respects (the "Amendment").  The Amendment is effective as of ________________, 2002.

The first sentence of Section 5.01 of the Plan is amended to add the following language immediately after "(50%)":

or thirty percent (30%) (each, the "Annual Benefit Percentage")

Section 5.01 of the Plan is amended to add the following new sentence immediately after the first sentence:

The Annual Benefit Percentage for a Participant will be designated in the Participant's Benefit Agreement; provided, however, that each Participant listed on the attached Schedule will have an Annual Benefit Percentage equal to fifty percent (50%).

The table set forth in Section 5.02 of the Plan is deleted, and the following table substituted in its place:

Years of Service	Applicable Percentage (50% Annual Benefit Percentage)	Applicable Percentage (30% Annual Benefit Percentage)
15	30	15
16	34	18
17	38	21
18	42	24
19	46	27
20 or more	50	30

The phrase "fifty percent (50%) of" is deleted in each of Section 5.03 and 5.04 of the Plan, and the following phrase substituted in its place:

the Participant's Annual Benefit Percentage multiplied by

The phrase "three hundred percent (300%) of" is deleted in Section 6.02 of the Plan, and the following language substituted in its place:

three hundred percent (300%) (if the Participant's Annual Benefit Percentage is equal to fifty percent (50%)) or two hundred percent (200%) (if the Participant's Annual Benefit Percentage is equal to thirty percent (30%)), in either case, multiplied by

This Amendment will be governed by and construed in accordance with the laws of the State of Delaware to the extent not superseded by applicable federal statutes or regulations.

Executed this _____ day of ______________, 2002, but effective as provided above.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED


By: /s/ Frank Meredith

Frank Meredith

Title:      Executive Vice President and
            Chief Financial Officer

Schedule of Participants with an Annual Benefit Percentage Equal to Fifty Percent (50%)

Dr. Sidney Harman

Bernard A. Girod

Gregory P. Stapleton

Frank Meredith

Sandra B. Robinson

EX-99.1 CHARTER

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 Quarterly Report of Harman International Industries, Incorporated (the "Company") on Form 10-Q for the period ended December 31, 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:
	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: February 14, 2003

/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 this Report or as a separate disclosure document.