8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 8, 2010

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-09764	11-2534306
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Atlantic Street, Suite 1500

Stamford, CT 06901

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 328-3500

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On February 8, 2010, Harman International Industries, Incorporated issued a press release announcing its financial results for the second quarter ended December 31, 2009. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

See Item 2.02 “Results of Operations and Financial Condition” above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Harman International Industries, Incorporated press release dated February 8, 2010.

SIGNATURE

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

Harman International Industries, Incorporated
By:	/s/    TODD A. SUKO
	Todd A. Suko
	Vice President, General Counsel and Secretary

Date: February 8, 2010

EX-99.1

Exhibit 99.1

February 8, 2010 – FOR IMMEDIATE RELEASE	Contact: Robert V. Lardon
	Vice President, Investor Relations
	203.328.3517
	robert.lardon@harman.com

HARMAN INTERNATIONAL REPORTS SIGNIFICANT NET INCOME IMPROVEMENT ON STRONGER SALES

• Sales and margins higher on successful execution of innovation and cost-reduction programs

• Positive cash from operations and solid cash position allows repayment of credit revolver balance

• Harman will announce mid-term targets (FY 2013) at an investor and analyst day on April 29, 2010

Stamford, CT, February 8, 2010 – Harman International Industries, Incorporated (NYSE: HAR) today announced results for the Second Quarter FY 2010 ending December 31, 2009. Net sales for the quarter were $937 million, an increase of 24 percent compared to the same period last year. Excluding foreign currency translation, net sales increased by 15 percent. Sequentially, sales increased 24 percent compared to the previous quarter. Excluding non-recurring items, the second quarter generated a non-GAAP operating profit of $53 million, compared to a non-GAAP operating loss of ($16) million for the same period last year. On the same non-GAAP basis, earnings per diluted share were $0.40 for the quarter compared to a loss per diluted share of ($0.21) for the same period last year. On a GAAP basis, earnings per diluted share were $0.23 for the quarter compared to a loss per diluted share of ($5.45) during the same period last year.

“We are encouraged by the double-digit sales increase from the same period a year ago and by the fact that we are delivering this improvement to the earnings line,” said Dinesh C. Paliwal, the Company’s Chairman, President and CEO. “Our continued drive for innovation, productivity improvement and permanent cost savings under our STEP Change program has become part of our culture, and these will enable Harman to execute more profitably on its large portfolio of awarded business. With our technology leadership, we are gaining market share in our Automotive Division, and our customers continue to reward us with new orders. Our note holders have recently shown an additional vote of confidence by amending a debt covenant that now allows us to revolve our credit facility. By paying down the revolver, we will reduce interest costs while maintaining the flexibility to adjust our cash position as necessary.”

FY 2010 Key Figures – Total Company	Three Months Ended December 31								Six Months Ended December 31
					Increase (Decrease)								Increase (Decrease)
$ millions (except per share data)	Q2 FY10		Q2 FY09		Including Currency Changes		Excluding Currency Changes2		1H FY10		1H FY09		Including Currency Changes		Excluding Currency Changes2
Net sales	937		756		24	%	15	%	1,695		1,625		4	%	2	%
Gross profit	259		177		46	%	36	%	458		419		10	%	7	%
Percent of net sales	27.6	%	23.4	%					27.0	%	25.8	%
Operating income (loss)	39		(367	)	n.m.		n.m.		38		(334	)	n.m.		n.m.
Percent of net sales	4.2	%	(48.5	)%					2.2	%	(20.6	)%
Net Income (loss)	16		(319	)	n.m.		n.m.		7		(298	)	n.m.		n.m.
Diluted earnings (loss) per share	0.23		(5.45	)					0.09		(5.09	)
Restructuring-related costs	4		25						8		36
Goodwill impairment charge	9		325						12		325
Non-GAAP
Gross profit1	262		179		46	%	36	%	462		427		8	%	6	%
Percent of net sales1	27.9	%	23.7	%					27.2	%	26.3	%
Operating income (loss)1	53		(16	)	n.m.		n.m.		58		27		115	%	95	%
Percent of net sales1	5.6	%	(2.1	)%					3.4	%	1.7	%
Net Income (loss)1	28		(13	)	n.m.		n.m.		25		15		61	%	28	%
Diluted earnings (loss) per share1	0.40		(0.21	)					0.35		0.26
Shares outstanding - diluted (in millions)	71		59						71		59

1,2 A non-GAAP measure, see reconciliations of non-GAAP measures later in this release. n.m. = Not Meaningful

Summary of Operations Fiscal 2010 – Second Quarter

Net sales in the second quarter were $937 million, an increase of 24 percent or 15 percent when adjusted for constant currency compared to the prior year. Net sales increased in all three divisions primarily due to improved global economic conditions combined with market share gain. Sequentially, sales were up 24 percent compared to the previous quarter.

Gross margin on a non-GAAP basis in the second quarter increased 4.2 percentage points to 27.9 percent compared to the same period last year. The gross margin improvement was primarily due to higher factory utilization associated with increased sales and improved productivity as a result of the STEP Change program. SG&A expense on a non-GAAP basis in the second quarter was $209 million compared to $195 million in the same period last year and essentially the same when adjusted for constant currency. As a percentage of sales, SG&A declined 3.5 percentage points from 25.8% to 22.3%.

Operating income on a non-GAAP basis in the second quarter was $53 million compared to an operating loss of ($16) million in the same period last year. On a GAAP basis, operating profit was $39 million compared to an operating loss of ($367) million during the same period of the prior year.

Harman continues to execute ahead of schedule on its $400 million STEP Change permanent cost-savings program. The Company has achieved $285 million in permanent savings through December 31, 2009, compared to a target of $245 million. The Company has undertaken several new restructuring initiatives since its last reporting period, including the decision to close its Portable Navigation Device (PND) business.

At December 31, 2009, the Company’s cash and short-term investments totaled $630 million compared to $535 million in the prior quarter. The increase in cash was primarily the result of improved operating income and a reduction of working capital.

In mid January 2010, the Company’s note holders agreed to amend a covenant to allow the Company to revolve the debt under its existing credit facility. By paying down the revolver, the Company will reduce interest costs while maintaining the flexibility to adjust its cash position as necessary.

The Company conducted several significant technology and marketing initiatives during the quarter. These included the successful global launch of its scalable, next-generation infotainment system at customer events in Asia, concurrent with the formal inauguration of new regional operations and technology facilities in China and India. New interactive Web sites for Harman International, JBL and Harman Kardon were launched during the quarter as part of a strategic initiative to energize the Company’s popular brands.

Harman is sponsoring a new music and travel TV series, Music Voyager, which began broadcasting earlier this month on PBS and National Geographic channels in some 100 countries. Harman also served as Official Sound Partner to last month’s 52nd annual GRAMMY^® Awards, with high-profile branding activities at events in Los Angeles and New York. The Company’s microphones and headphones were honored with a prestigious GRAMMY Award for Technical Excellence.

“We are on track to realize the full benefits of our $400 million STEP Change program, bringing permanent improvements to every corner of our operations,” said Paliwal. “We will continue to maintain a careful balance across our tight cost management, cutting edge innovation and strategic marketing initiatives. While acknowledging the challenges posed by a fragile global marketplace, we will aggressively position our leading brands in both traditional and emerging markets”.

Investor Call on February 8, 2010

NOTE: For reference during its analyst and investor conference call, the Company has posted a set of informational slides on its web site at www.harman.com and accompanying this press release on www.businesswire.com.

At 4:40 p.m. EST today, Harman’s management will host an analyst and investor conference call to discuss the second quarter results. Those who wish to participate in the call should dial (800) 230-1096 (US) or +1 (612) 332-0107 (International), and reference Harman International.

A replay of the call will also be available following the completion of the call at approximately 6:40 p.m. EST. The replay will be available through March 8, 2010. To listen to the replay, dial (800) 475-6701 (US) or +1 (320) 365-3844 (International), Access Code: 140451.

AT&T will also be web-casting the presentation. The web-cast can be accessed at http://65.197.1.15/att/confcast, enter the Conference ID: 140451 and click Go. There will also be a link to the web-cast at www.harman.com. Participation through the web-cast will be in listen-only mode. If you need technical assistance, call the toll-free AT&T Conference Casting Support Help Line at (888) 793-6118 (US) or +1 (678) 749-8002 (International).

2

General Information

Harman International (www.harman.com) designs, manufactures and markets a wide range of audio and infotainment products for the automotive, consumer and professional markets. The Company maintains a strong presence in the Americas, Europe and Asia and employs approximately 10,000 people worldwide. The Harman International family of brands spans some 15 leading names including AKG^®, Harman Kardon^®, Infinity^®, JBL^®, Lexicon^®, and Mark Levinson.^® The Company’s stock is traded on the New York Stock Exchange under the symbol HAR.

A reconciliation of the non-GAAP measures included in this press release to the most comparable GAAP measures is provided in the tables contained at the end of this press release. Harman does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

Forward-Looking Information

Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. One should not place undue reliance on these statements. 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 market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements, including but not limited to (1) our ability to successfully implement our STEP Change cost reduction initiatives and to achieve the intended benefits and anticipated savings of those initiatives; (2) our ability to achieve profitability in our automotive division; (3) the loss of one or more significant customers, or the loss of a significant platform with an automotive customer; (4) warranty obligations for defects in our products; (5) our ability to successfully implement our global footprint initiative, including achieving cost reductions and other benefits in connection with the restructuring of our manufacturing, engineering, procurement and administrative organizations; (6) the inability of our suppliers to deliver products at the scheduled rate and disruptions arising in connection therewith; (7) our ability to attract and retain qualified senior management and to prepare and implement an appropriate succession plan for our critical organizational positions; (8) our failure to implement a comprehensive disaster recovery program; (9) our failure to comply with governmental rules and regulations, including FCPA and U.S. export control laws, and the cost of compliance with such laws; (10) our ability to maintain a competitive technological advantage through innovation and leading product designs; (11) acceptance by OEMs and customers of our mid-platform infotainment system; (12) the outcome of pending or future litigation and other claims, including, but not limited to the current stockholder and ERISA lawsuits; (13) our ability to enforce or defend our ownership and use of intellectual property; and (14) other risks detailed in Harman International’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and other filings made by Harman International with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement.

3

APPENDIX

Automotive Division

FY 2010 Key Figures – Automotive	Three Months Ended December 31								Six Months Ended December 31
					Increase (Decrease)								Increase (Decrease)
$ millions	Q2 FY10		Q2 FY09		Including Currency Changes		Excluding Currency Changes2		1H FY10		1H FY09		Including Currency Changes		Excluding Currency Changes2
Net sales	668		517		29	%	18	%	1,211		1,134		7	%	4	%
Gross profit	168		101		65	%	50	%	293		255		15	%	12	%
Percent of net sales	25.1	%	19.6	%					24.2	%	22.5	%
Operating income (loss)	30		(320	)	n.m.		n.m.		25		(300	)	n.m.		n.m.
Percent of net sales	4.4	%	(61.9	)%					2.0	%	(26.4	)%
Restructuring-related costs	1		7						4		16
Goodwill impairment charge	9		290						12		290
Non-GAAP
Gross profit1	170		103		65	%	50	%	295		262		13	%	10	%
Percent of net sales1	25.4	%	19.9	%					24.4	%	23.1	%
Operating income (loss)1	40		(23	)	n.m.		n.m.		41		6		n.m.		n.m.
Percent of net sales1	5.9	%	(4.5	)%					3.4	%	0.6	%

1,2 A non-GAAP measure, see reconciliations of non-GAAP measures later in this release. n.m. = Not Meaningful

Automotive net sales for the quarter ended December 31, 2009 were $668 million, an increase of 29 percent or 18 percent when adjusted for constant currency compared to the prior year. Sequentially, the sales were up 23 percent compared to the previous quarter. Gross margin on a non-GAAP basis in the second quarter increased 5.5 percentage points to 25.4 percent. The gross profit margin improvement was due to improved leverage of fixed manufacturing expenses as a result of higher sales volume and STEP Change program benefits.

SG&A expense on a non-GAAP basis in the second quarter was $130 million compared to $126 million in the prior year and $137 million on a constant currency basis. SG&A as a percentage of sales declined by 4.9 percentage points from 24.3% to 19.4%. This change is primarily the result of STEP Change savings.

The Company entered into a strategic partnership with Neusoft Corporation, China’s largest IT solution provider. This will enhance access to advanced embedded systems and navigation technologies and accelerate development. As a consequence, the Company will downsize and eventually eliminate two engineering sites in Germany.

During the quarter, the Company launched several automotive projects, including Mark Levinson Premium Surround Sound for the 2010 Lexus GX 460; JBL Premium Sound for the 2011 Toyota Sienna in the US; and Harman Kardon Logic 7 HD system with Range Rover for 2010 mid model year introduction. Harman was awarded the Infinity branded audio systems for Chrysler’s next-generation SRT vehicles beginning with the 2012 model year.

The Harman Automotive Division joined its OEM and technology partners for a number of key marketing events during the quarter, including Harman Kardon customer promotion for Mercedes; Harman Kardon sound lounges at BMW Brand Centers; promotional activities for the Ferrari 458 Italia equipped with Harman audio and infotainment, and dealer incentives on Harman Kardon systems for MINI.

4

Consumer Division

FY 2010 Key Figures – Consumer	Three Months Ended December 31								Six Months Ended December 31
					Increase (Decrease)								Increase (Decrease)
$ millions	Q2 FY10		Q2 FY09		Including Currency Changes		Excluding Currency Changes2		1H FY10		1H FY09		Including Currency Changes		Excluding Currency Changes2
Net sales	127		116		10	%	1	%	211		218		(3	)%	(6	)%
Gross profit	35		27		33	%	21	%	57		53		8	%	4	%
Percent of net sales	27.8	%	22.9	%					27.1	%	24.3	%
Operating income (loss)	6		(25	)	n.m.		n.m.		6		(27	)	n.m.		n.m.
Percent of net sales	4.5	%	(21.8	)%					3.1	%	(12.3	)%
Restructuring-related costs	3		5						3		5
Goodwill impairment charge	0		23						0		23
Non-GAAP
Gross profit1	35		27		33	%	21	%	57		53		8	%	4	%
Percent of net sales1	27.8	%	22.9	%					27.1	%	24.3	%
Operating income (loss)1	9		2		n.m.		n.m.		10		1		n.m.		n.m.
Percent of net sales1	7.1	%	2.0	%					4.7	%	0.6	%

1,2 A non-GAAP measure, see reconciliations of non-GAAP measures later in this release. n.m. = Not Meaningful

Consumer net sales for the quarter ended December 31, 2009 were $127 million, an increase of 10 percent or 1 percent when adjusted for constant currency compared to the prior year. Sequentially, sales were up 52 percent compared to the previous quarter. Gross margin on a non-GAAP basis in the second quarter increased 4.9 percentage points to 27.8 percent. The increase was primarily the result of cost savings initiatives related to the STEP Change program.

SG&A expense on a non-GAAP basis in the second quarter was $26 million compared to $24 million in the same period of the prior year. The increase was primarily to support marketing activities.

The Harman Consumer Division successfully launched some 15 new products during the quarter, including JBL Creature III Multimedia Speakers and the Harman Kardon GLA-55 Desktop Speaker System, each of which was prominently featured at Apple flagship stores worldwide. The division announced in January that it has partnered with entertainment leader Sony to launch a new JBL^® docking station for Sony’s Walkman^® digital media player in Japan and to feature selected JBL products in Sony Style stores throughout Canada. Other JBL products were featured during daytime television on the popular Ellen DeGeneres “12 Days of Christmas” segment, producing some 100 million audience impressions.

The division’s Sound for Vision initiative with Europe’s Media-Saturn-Holdings (MSH) retail group for bundling of premium 3-D sound systems with flat-screen television purchases through dedicated in-store demonstrations exceeded expectations during the quarter. Harman store-within-a-store installations also opened in Saturn flagship outlets in France, Belgium and Denmark.

5

Professional Division

FY 2010 Key Figures – Professional	Three Months Ended December 31								Six Months Ended December 31
					Increase (Decrease)								Increase (Decrease)
$ millions	Q2 FY10		Q2 FY09		Including Currency Changes		Excluding Currency Changes2		1H FY10		1H FY09		Including Currency Changes		Excluding Currency Changes2
Net sales	133		113		18	%	15	%	254		254		0	%	0	%
Gross profit	51		43		19	%	16	%	97		98		(1	)%	(2	)%
Percent of net sales	38.3	%	37.9	%					38.2	%	38.7	%
Operating income (loss)	21		7		n.m.		n.m.		37		28		34	%	32	%
Percent of net sales	15.5	%	6.0	%					14.7	%	11.0	%
Restructuring-related costs	0		6						0		6
Goodwill impairment charge	0		0						0		0
Non-GAAP
Gross profit1	52		44		19	%	16	%	99		99		(1	)%	(1	)%
Percent of net sales1	38.9	%	38.6	%					38.8	%	39.0	%
Operating income (loss)1	20		13		57	%	55	%	38		34		10	%	9	%
Percent of net sales1	15.2	%	11.4	%					14.8	%	13.5	%

1,2 A non-GAAP measure, see reconciliations of non-GAAP measures later in this release. n.m. = Not Meaningful

Professional net sales for the quarter ended December 31, 2009 were $133 million, an increase of 18 percent or 15 percent when adjusted for constant currency compared to the same period in the prior year. Sequentially, the sales increased 9 percent compared to the previous quarter. Gross margin on a non-GAAP basis in the second quarter increased 0.3 percentage points to 38.9 percent.

SG&A expense on a non-GAAP basis in the second quarter was $31 million, which was unchanged from the same period of the prior year.

Audio systems from the Harman Professional Division were utilized during the quarter by such leading names as Taylor Swift, Alice Cooper, Metallica, and the world champion New York Yankees. Harman installed audio systems were commissioned at venues such as New York’s Lincoln Center, the Norwegian Parliament, and China’s National Day Celebration. The City Center Las Vegas complex, one of the largest construction projects in the US, opened in December with audio systems by Harman Professional.

The Professional Division launched more than 25 new products during the quarter, leveraging the power of its advanced HiQnet protocol for systems integration. Nearly 200 Harman Professional channel partners gathered last month to introduce new technologies and products during the division’s International Business and Technology Conference and subsequent NAMM exhibition.

6

Other (QNX and Corporate)

FY 2010 Key Figures – Other	Three Months Ended December 31								Six Months Ended December 31
					Increase (Decrease)								Increase (Decrease)
$ millions	Q2 FY10		Q2 FY09		Including Currency Changes		Excluding Currency Changes2		1H FY10		1H FY09		Including Currency Changes		Excluding Currency Changes2
Net sales	9		10		(5	)%	(5	)%	18		19		(5	)%	(5	)%
Gross profit	5		6		(19	)%	(19	)%	10		13		(18	)%	(18	)%
Percent of net sales	54.4	%	63.3	%					56.8	%	66.0	%
Operating income (loss)	(16	)	(28	)	n.m.		n.m.		(31	)	(36	)	n.m.		n.m.
Percent of net sales	n.m.		n.m.						n.m.		n.m.
Restructuring-related costs	0		7						0		8
Goodwill impairment charge	0		13						0		13
Non-GAAP
Gross profit1	5		6		(19	)%	(19	)%	10		13		(18	)%	(18	)%
Percent of net sales1	54.4	%	63.3	%					56.8	%	66.0	%
Operating income (loss)1	(16	)	(8	)	n.m.		n.m.		(31	)	(15	)	n.m.		n.m.
Percent of net sales1	n.m.		n.m.						n.m.		n.m.

1,2 A non-GAAP measure, see reconciliations of non-GAAP measures later in this release. n.m. = Not Meaningful

SG&A expense on a non-GAAP basis in the second quarter was $21 million compared to $14 million in the same period of the prior year, representing an increase of $7 million. The unfavorable variance was primarily due to stock option forfeiture credits recorded in the prior year, higher variable compensation expense based on improved financial performance and an increased investment in Corporate R&D.

QNX Software Systems and Alcatel-Lucent launched their joint project, the LTE Connected Car, a concept vehicle based on the QNX CAR application platform. The vehicle was showcased at events in New York and Detroit, and drew extensive coverage from trade and business media. QNX received a million dollar custom support award from automotive tier one supplier Denso Corporation in Japan, as well as new software projects for next-generation medical systems from Abbot Laboratories and Enigma Diagnostics.

7

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($000s omitted except per share amounts; unaudited)

	Three Months Ended December 31,					Six Months Ended December 31,
	2009		2008			2009		2008
Net sales	$	937,489	$	755,875		$	1,694,857	$	1,625,065
Cost of sales		678,594		579,018			1,236,420		1,206,278
Gross profit		258,895		176,857			458,437		418,787
Selling, general and administrative expenses		197,075		217,955			395,100		427,428
Loss on deconsolidation of VIE		13,122		—			13,122		—
Goodwill impairment		9,276		325,445			12,292		325,445
Operating income (loss)		39,422		(366,543	)		37,923		(334,086	)
Other expenses:
Interest expense, net		8,608		2,740			18,165		6,142
Miscellaneous, net		921		39			2,240		1,028
Income (loss) before income taxes		29,893		(369,322	)		17,518		(341,256	)
Income tax expense (benefit)		10,180		(50,191	)		5,603		(43,079	)
Net income (loss)		19,713		(319,131	)		11,915		(298,177	)
Less: Net Income (loss) attributable to noncontrolling interest		3,614		—			5,289		(34	)
Net Income (loss) attributable to Harman International Industries Inc.		16,099		(319,131	)		6,626		(298,143	)
Basic earnings (loss) per share	$	0.23	$	(5.45	)	$	0.09	$	(5.09	)
Diluted earnings (loss) per share	$	0.23	$	(5.45	)	$	0.09	$	(5.09	)
Shares outstanding – Basic		70,474		58,555			70,324		58,539
Shares outstanding – Diluted		71,015		58,555			70,729		58,539

8

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

($000s omitted; unaudited)

	December 31, 2009		December 31, 2008
ASSETS
Current assets
Cash and cash equivalents	$	474,908	$	182,016
Short-term investments		154,927		—
Accounts receivable		503,297		395,226
Inventories		366,116		449,883
Other current assets		153,827		231,732
Total current assets		1,653,075		1,258,857
Property, plant and equipment		471,680		551,872
Goodwill		85,961		80,054
Deferred tax assets, long term		272,033		210,533
Other assets		102,017		88,876
Total assets	$	2,584,766	$	2,190,192
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	631	$	585
Accounts payable		318,582		231,345
Accrued liabilities		371,550		354,434
Accrued warranties		89,452		111,450
Income taxes payable		6,009		3,086
Total current liabilities		786,224		700,900
Borrowings under revolving credit facility		222,535		42,500
Convertible senior notes		355,326		340,869
Other senior debt		1,230		1,842
Other non-current liabilities		172,454		139,991
Total liabilities		1,537,769		1,226,102
Harman International shareholders’ equity		1,046,997		964,090
Noncontrolling interest		—		—
Total equity		1,046,997		964,090
Total liabilities and equity	$	2,584,766	$	2,190,192

9

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

($000s omitted except per share amounts; unaudited)

	Three Months Ended December 31, 2009
	GAAP		Adjustments			Non-GAAP
Net sales	$	937,489		—		$	937,489
Cost of sales		678,594	$	(2,838	)a		675,756
Gross profit		258,895		2,838			261,733
Selling, general and administrative expenses		197,075		(1,128	)b		195,947
Loss on deconsolidation of VIE		13,122		—			13,122
Goodwill impairment		9,276		(9,276	)c		0
Operating income (loss)		39,422		13,242			52,664
Other expenses:
Interest expense, net		8,608		—			8,608
Miscellaneous, net		921		—			921
Income (loss) before income taxes		29,893		13,242			43,135
Income tax expense (benefit)		10,180		1,011	d		11,191
Net income (loss)		19,713		12,231			31,944
Less: Net Income (loss) attributable to noncontrolling interest		3,614		—			3,614
Net Income (loss) attributable to Harman International Industries Inc.		16,099		12,231			28,330
Basic earnings (loss) per share	$	0.23				$	0.40
Diluted earnings (loss) per share	$	0.23				$	0.40
Shares outstanding – Basic		70,474					70,474
Shares outstanding – Diluted		71,015					71,015

(a) Restructuring charges in Cost of Sales in the amount of $2.8 million were recorded during the second quarter of fiscal 2010. These charges were primarily related to our decision to close the Portable Navigation Device (PND) business.

(b) Restructuring charges in SG&A in the amount of $1.1 million were recorded during the second quarter of fiscal 2010. These charges were taken to increase efficiency in manufacturing, engineering and administrative functions.

(c) A goodwill impairment charge of $9.3 million was incurred during the second quarter of fiscal 2010.

(d) The tax benefits are calculated by multiplying the actual restructuring charge in each individual country by the discrete tax rate within that specific country. This weighted average calculation yielded a tax benefit rate of 25.5%. Tax benefits, if any, applied to goodwill impairment expense are based on discrete transactions and disclosed in the goodwill impairment footnotes of our recent SEC filings.

Harman International has provided a reconciliation of non-GAAP measures in order to provide the users of these financial statements with a better understanding of our restructuring and goodwill impairment charges incurred during the second quarter of fiscal 2010. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. These measurements should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

10

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

($000s omitted except per share amounts; unaudited)

	Six Months Ended December 31, 2009
	GAAP		Adjustments			Non-GAAP
Net sales	$	1,694,857		—		$	1,694,857
Cost of sales		1,236,420	$	(3,374	)a		1,233,046
Gross profit		458,437		3,374			461,811
Selling, general and administrative expenses		395,100		(4,542	)b		390,558
Loss on deconsolidation of VIE		13,122		—			13,122
Goodwill impairment		12,292		(12,292	)c		—
Operating income (loss)		37,923		20,208			58,131
Other expenses:
Interest expense, net		18,165		—			18,165
Miscellaneous, net		2,240		—			2,240
Income (loss) before income taxes		17,518		20,208			37,726
Income tax expense (benefit)		5,603		2,097	d		7,700
Net income (loss)		11,915		18,111			30,026
Less: Net Income (loss) attributable to noncontrolling interest		5,289		—			5,289
Net Income (loss) attributable to Harman International Industries Inc.		6,626		18,111			24,737
Basic earnings (loss) per share	$	0.09				$	0.35
Diluted earnings (loss) per share	$	0.09				$	0.35
Shares outstanding – Basic		70,324					70,324
Shares outstanding – Diluted		70,729					70,729

(a) Restructuring charges in Cost of Sales in the amount of $3.4 million were recorded during the first six months of fiscal 2010. These charges were primarily related to our decision to close the Portable Navigation Device (PND) business.

(b) Restructuring charges in SG&A in the amount of $4.5 million were recorded during the first six months of fiscal 2010. These charges were taken to increase efficiency in manufacturing, engineering and administrative functions.

(c) A goodwill impairment charge of $12.3 million was incurred during the first six months of fiscal 2010.

(d) The tax benefits are calculated by multiplying the actual restructuring charge in each individual country by the discrete tax rate within that specific country. This weighted average calculation yielded a tax benefit rate of 26.5%. Tax benefits, if any, applied to goodwill impairment expense are based on discrete transactions and disclosed in the goodwill impairment footnotes of our recent SEC filings.

Harman International has provided a reconciliation of non-GAAP measures in order to provide the users of these financial statements with a better understanding of our restructuring and goodwill impairment charges incurred during the first six months of fiscal 2010. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. These measurements should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

11

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

($000s omitted except per share amounts; unaudited)

	Three Months Ended December 31, 2008
	GAAP			Adjustments			Non-GAAP
Net sales	$	755,875			—		$	755,875
Cost of sales		579,018		$	(2,184	)a		576,834
Gross profit		176,857			2,184			179,041
Selling, general and administrative expenses		217,955			(23,067	)b		194,888
Goodwill impairment		325,445			(325,445	)c		—
Operating income (loss)		(366,543	)		350,696			(15,847	)
Other expenses:
Interest expense, net		2,740			—			2,740
Miscellaneous, net		39			—			39
Income (loss) before income taxes		(369,322	)		350,696			(18,626	)
Income tax expense (benefit)		(50,191	)		44,083	d		(6,108	)
Net income (loss)		(319,131	)		306,613			(12,518	)
Less: Net Income (loss) attributable to noncontrolling interest		—			—			—
Net Income (loss) attributable to Harman International Industries Inc.		(319,131	)		306,613			(12,518	)
Basic earnings (loss) per share	$	(5.45	)				$	(0.21	)
Diluted earnings (loss) per share	$	(5.45	)				$	(0.21	)
Shares outstanding – Basic		58,555						58,555
Shares outstanding – Diluted		58,555						58,555

(a) Restructuring charges in Cost of Sales in the amount of $2.2 million were recorded during the second quarter of fiscal 2009. These charges were taken to increase efficiency in manufacturing.

(b) Restructuring charges in SG&A in the amount of $23.1 million were recorded during the second quarter of fiscal 2009. Charges were taken to increase efficiency in manufacturing, engineering and administrative functions.

(c) A goodwill impairment charge of $325.4 million was incurred during the second quarter of fiscal 2009.

(d) The tax benefits are calculated by multiplying the actual restructuring charge in each individual country by the discrete tax rate within that specific country. Tax benefits, if any, applied to goodwill impairment expense are based on discrete transactions and disclosed in the goodwill impairment footnotes of our recent SEC filings.

Harman International has provided a reconciliation of non-GAAP measures in order to provide the users of these financial statements with a better understanding of our restructuring and goodwill impairment charges incurred during the second quarter of fiscal 2009. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. These measurements should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

12

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

($000s omitted except per share amounts; unaudited)

	Six Months Ended December 31, 2008
	GAAP			Adjustments			Non-GAAP
Net sales	$	1,625,065			—		$	1,625,065
Cost of sales		1,206,278		$	(7,795	)a		1,198,483
Gross profit		418,787			7,795			426,582
Selling, general and administrative expenses		427,428			(27,936	)b		399,492
Goodwill impairment		325,445			(325,445	)c		—
Operating income (loss)		(334,086	)		361,176			27,090
Other expenses:
Interest expense, net		6,142			—			6,142
Miscellaneous, net		1,028			—			1,028
Income (loss) before income taxes		(341,256	)		361,176			19,920
Income tax expense (benefit)		(43,079	)		47,645	d		4,566
Net income (loss)		(298,177	)		313,531			15,354
Less: Net Income (loss) attributable to noncontrolling interest		(34	)		—			(34	)
Net Income (loss) attributable to Harman International Industries Inc.		(298,143	)		313,531			15,388
Basic earnings (loss) per share	$	(5.09	)				$	0.26
Diluted earnings (loss) per share	$	(5.09	)				$	0.26
Shares outstanding – Basic		58,539						58,847
Shares outstanding – Diluted		58,539						58,908

(a) Restructuring charges in Cost of Sales in the amount of $7.8 million were recorded during the first six months of fiscal 2009. These charges were taken to increase efficiency in manufacturing.

(b) Restructuring charges in SG&A in the amount of $27.9 million were recorded during the first six months of fiscal 2009. Charges were taken to increase efficiency in manufacturing, engineering and administrative functions.

(c) A goodwill impairment charge of $325.4 million was incurred during the first six months of fiscal 2009.

(d) The tax benefits are calculated by multiplying the actual restructuring charge in each individual country by the discrete tax rate within that specific country. Tax benefits, if any, applied to goodwill impairment expense are based on discrete transactions and disclosed in the goodwill impairment footnotes of our recent SEC filings.

Harman International has provided a reconciliation of non-GAAP measures in order to provide the users of these financial statements with a better understanding of our restructuring and goodwill impairment charges incurred during the first six months of fiscal 2009. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. These measurements should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

13

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

RECONCILIATION OF NON-GAAP MEASURES

EXCLUDING EFFECT OF FOREIGN CURRENCY TRANSLATION

($000s Omitted; unaudited)

	Three Months Ended December 31,					Increase (Decrease)
	2009		2008
Net sales	$	937,489	$	755,875		24	%
Effect of foreign currency translation1		—		59,776
Net sales, excluding effect of foreign currency translation		937,489		815,651		15	%
Operating income (loss)		39,422		(366,543	)	n.m.
Effect of foreign currency translation1		—		(15,056	)
Operating income (loss), excluding effect of foreign currency translation		39,422		(381,599	)	n.m.
Net income (loss) attributable to Harman International Industries Inc.		16,099		(319,131	)	n.m.
Effect of foreign currency translation1		—		(14,234	)
Net income (loss), excluding effect of foreign currency translation, attributable to Harman International Industries Inc.	$	16,099	$	(333,365	)	n.m.

¹ Impact of restating prior year results at current year foreign exchange rates. . Constant currency results are calculated by translating the prior year results from the local currencies into USD at the same average foreign currency exchange rates used to translate the current period results.

Harman International has provided a reconciliation of the non-GAAP measures in the table above to provide the users of the financial statements with a better understanding of the Company’s performance. Because changes in currency exchange rates affect our reported financial results, we show the rates of change both including and excluding the effect of these changes in exchange rates. We encourage readers of our financial statements to evaluate our financial performance excluding the impact of foreign currency translation. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. This measurement should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

14

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

RECONCILIATION OF NON-GAAP MEASURES

EXCLUDING EFFECT OF FOREIGN CURRENCY TRANSLATION

($000s Omitted; unaudited)

	Six Months Ended December 31,					Increase (Decrease)
	2009		2008
Net sales	$	1,694,857	$	1,625,065		4	%
Effect of foreign currency translation1		—		34,225
Net sales, excluding effect of foreign currency translation		1,694,857		1,659,290		2	%
Operating income (loss)		37,923		(334,086	)	n.m.
Effect of foreign currency translation1		—		(12,922	)
Operating income (loss), excluding effect of foreign currency translation		37,923		(347,008	)	n.m.
Net income (loss) attributable to Harman International Industries Inc.		6,626		(298,143	)	n.m.
Effect of foreign currency translation1		—		(11,651	)
Net income (loss), excluding effect of foreign currency translation, attributable to Harman International Industries Inc.	$	6,626	$	(309,794	)	n.m.

¹ Impact of restating prior year results at current year foreign exchange rates. Constant currency results are calculated by translating the prior year results from the local currencies into USD at the same average foreign currency exchange rates used to translate the current period results.

Harman International has provided a reconciliation of the non-GAAP measures in the table above to provide the users of the financial statements with a better understanding of the Company’s performance. Because changes in currency exchange rates affect our reported financial results, we show the rates of change both including and excluding the effect of these changes in exchange rates. We encourage readers of our financial statements to evaluate our financial performance excluding the impact of foreign currency translation. These non-GAAP measures are not measurements under accounting principles generally accepted in the United States. This measurement should be considered in addition to, but not as a substitute for, the information contained in our consolidated financial statements prepared in accordance with US GAAP.

15