har11k123107.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 11-K
 
      (Mark One)
 
 [x]   
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended:      December 31, 2007             
 
OR
 
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
      For the transition period from __________ to _____________

 
Commission file number:    001-09764
     
 
          A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
Harman International Industries, Incorporated
Retirement Savings Plan
 
          B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
Harman International Industries, Incorporated
1101 Pennsylvania Avenue, NW
Washington, DC 20004



 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Financial Statements and Supplemental Schedule
 
December 31, 2007 and 2006
 
(With Report of Independent Registered Public Accounting Firm Thereon)
 


 
 

 

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
 
Table of Contents
 
 
 
 
 
   Page
 
Report of Independent Registered Public Accounting Firm
 1
 
Statements of Net Assets Available for Plan Benefits – December 31, 2007 and 2006
 2
 
Statements of Changes in Net Assets Available for Plan Benefits – Years ended December 31, 2007 and 2006
 3
 
Notes to Financial Statements
 4
 
Schedule 
 
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2007
  
 9
 
 
All other supplemental schedules omitted are not applicable or are not required based on disclosure requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor.
 

 
 

 


 
Report of Independent Registered Public Accounting Firm
 
The Plan Administrator
Harman International Industries, Incorporated
   Retirement Savings Plan:
 
We have audited the accompanying statements of net assets available for plan benefits of the Harman International Industries, Incorporated Retirement Savings Plan (the Plan) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for plan benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
 
 
 
/s/ KPMG LLP
 
Los Angeles, California
June 27, 2008
 
1

 
 

 
 
 
 

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
 
RETIREMENT SAVINGS PLAN
 
Statements of Net Assets Available for Plan Benefits
 
December 31, 2007 and 2006
 
   
2007
   
2006
 
Assets:
           
Investments, at fair value:
           
Money market fund
  440,573        454,483   
Mutual funds
    170,540,455        157,539,655   
Collective trusts
    73,464,997        66,595,934   
Common stock
    35,890,874        56,794,767   
Total investments
    280,336,899        281,384,839   
                 
Contributions receivable:
               
Participant
    27,885        436,285   
Employer
    6,644,112        6,434,712   
Total contributions receivable
    6,671,997        6,870,997   
Cash
    136,790        77,309   
                 
Total assets
    287,145,686        288,333,145   
Liabilities:
               
Accrued expenses
    34,000         
Total liabilities
    34,000         
Net assets available for plan benefits at fair value
    287,111,686        288,333,145   
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,295,593 )       74,424   
Net assets available for plan benefits
285,816,093       288,407,569   
See accompanying notes to financial statements.
               
 
 
 

2
 
 

 

 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
 
RETIREMENT SAVINGS PLAN
 
Statements of Changes in Net Assets Available for Plan Benefits
 
Years ended December 31, 2007 and 2006
 
   
2007
   
2006
 
Additions to net assets attributed to:
           
Investment income (loss):
           
Net (depreciation) appreciation in fair value of investments
  (17,606,053 )     12,131,879   
Interest and dividends
    18,727,739       12,819,070   
Total investment income
    1,121,686       24,950,949   
Contributions:
               
Employer
  13,305,209       13,718,502   
Participant
    13,236,145       12,720,937   
Rollovers
    720,304       788,721   
Total contributions
    27,261,658       27,228,160   
Total additions
    28,383,344       52,179,109   
Deductions from net assets attributed to:
               
Benefit payments
    30,932,387       19,643,767   
Administrative expenses
    42,433       36,205   
Total deductions
    30,974,820       19,679,972   
                 
Net (decrease) increase
    (2,591,476 )       32,499,137   
                 
Net assets available for Plan benefits:
               
Beginning of year
    288,407,569       255,908,432   
End of year
  285,816,093       288,407,569   
See accompanying notes to financial statements.
               
 
 
 
 
 
3

 

 
 
 
 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
 
December 31, 2007 and 2006
 
 

(1)  
Description of the Plan
 
The following description of the Harman International Industries, Incorporated (the Company) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
(a)  
General
 
The Plan is a defined contribution savings and profit-sharing plan sponsored by the Company. The Plan covers all eligible employees, as defined by the Plan, provided they have completed six months of consecutive service and have worked 500 hours. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
(b)  
Contributions
 
Participants in the Plan may contribute on a tax-deferred basis from 1% to 50% of their compensation, as defined by the Plan. Participants may change their deferral percentage as of the first payroll period following receipt of notice to the Plan Administrator. The Company has made annual basic contributions equal to 3% of the compensation paid to all eligible participants, and a matching contribution equal to 50% of the eligible participant’s tax-deferred contribution percentage for each payroll period up to a maximum election of 6% per payroll period. In addition, the Company may make discretionary profit-sharing contributions to the Plan in an amount determined by the Company’s board of directors. For the years ended December 31, 2007 and 2006, the Board of Directors approved a profit-sharing contribution of 2% of each eligible participant’s compensation.
 
(c)  
Participant Account Balances
 
Separate accounts are maintained for each participant’s salary deferral, rollover, employer profit sharing, basic, and matching contribution balances. Earnings or losses of the Plan are allocated to participant account balances by investment fund on a daily basis according to the number of shares in the participant account balances. Company profit-sharing and basic contributions are allocated based on participant compensation. Company matching contributions are allocated based upon each participant’s tax-deferred contribution percentage.
 
(d)  
Vesting
 
Participants are 100% vested in their salary deferral contribution, employer’s basic contribution, and rollover contribution accounts, and become vested in profit-sharing and matching contributions at the rate of 25% per year after the completion of two years of service, or 100% after reaching age 65, death, or disability.
 
(e)  
Investment Options
 
Plan participants direct contributions in any increment in any of the investment options. The options consist of the Company’s common stock, the Putnam Stable Value Fund, the Putnam S&P 500 Index Fund, the Putnam Money Market Fund, and 13 mutual funds.
 
 
 
 
 
 
 
4
 
 

 
 
 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
 
December 31, 2007 and 2006
 
 
 
 
(f)  
Benefits
 
On separation from service or termination of service due to death, disability, or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in a lump-sum distribution.
 
(g)  
Forfeitures
 
All distributions from the Plan shall commence as soon as practicable after the participant’s termination date, and all unvested amounts shall be forfeited as of the date of distribution. Amounts provisionally forfeited will be restored if the participant returns to service prior to the occurrence of a 60-consecutive-month period of separation. Amounts forfeited by Plan participants are used to reduce employer match contributions and pay expenses of the Plan. At December 31, 2007 and 2006, forfeited nonvested accounts totaled $440,573 and $454,483, respectively. During 2007 and 2006, employer contributions were reduced by $1,398,769 and $271,103, respectively, from forfeited nonvested accounts. During 2006, administrative expenses were reduced by $35,000 from forfeited nonvested accounts.
 
(2)  
Summary of Significant Accounting Policies
 
(a)  
Basis of Accounting
 
The accompanying financial statements of the Plan have been presented on an accrual basis and present the net assets available for Plan benefits as of December 31, 2007 and 2006, and changes in those net assets for the years then ended.
 
(b)  
Investment Valuation and Income Recognition
 
The Plan’s investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. The S&P 500 Index Fund, a collective trust, is valued by the issuer based on quoted prices of the underlying securities, if available.
 
The Putnam Stable Value Fund invests in a variety of investment contracts such as traditional guaranteed investment contracts (GICs) issued by insurance companies and other financial institutions and other investment products with similar characteristics. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and Statement of Position No. 94-4-1, Reporting of Fully Benefit - Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP), investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan. The Plan invests in fully benefit-responsive investment contracts held in the Putnam Stable Value Fund.  The statement of net assets available for plan benefits presents the fair value of these
 
 
 
 
 
 
5
 
 

 
 
 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
 
December 31, 2007 and 2006
 
 
investment contracts as well as their adjustment from fair value to contract value. The statement of changes in net assets available for plan benefits is prepared on a contract value basis.
 
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
(c)  
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the statements of net assets available for plan benefits and the additions and deductions in the statements of changes in net assets available for plan benefits, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
(d)  
Payment of Benefits
 
Benefits are recorded when paid.
 
(e)  
Administrative Expenses
 
Administrative expenses are paid by the Plan, unless paid by Harman International Industries, Incorporated, the Plan Sponsor.
 
(f)  
Risks and Uncertainties
 
The Plan provides for various investment options in a money market fund, mutual funds, common stock, and collective trusts. Investment securities are exposed to various risk factors such as interest rate, market, and credit risks. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the various risk factors, in the near term, could materially affect participants’ account balances and the amounts reported in the financial statements.
 
(g)  
Concentration of Credit Risk
 
Investment in the common stock of Harman International Industries, Incorporated comprises approximately 13% and 20% of the Plan’s investments as of December 31, 2007 and 2006, respectively.  Subsequent to December 31, 2007, the value of the Harman International Industries, Incorporated common stock declined in value from $73.71 per share with 468,920 shares held at December 31, 2007 to $43.87 per share with 540,273 shares held at June 25, 2008.
 
 
 
 
 
 
 
 
6
 
 

 
 
 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
 
December 31, 2007 and 2006
 
 
 
(3)  
Investments
 
Investments that represent 5% or more of the fair value of the Plan’s net assets are as follows:
 

Description
 
2007
 
2006
 
Putnam Stable Value Fund
63,824,199      58,380,923   
Harman International Industries, Incorporated common stock
  35,890,874      56,794,767   
Putnam Voyager Fund
  28,189,246      29,279,405   
The Putnam Fund for Growth and Income
  23,777,727      27,732,356   
Putnam International Equity Fund
  16,858,169      15,035,032   
Lord Abbett Small Cap Value Fund
  16,624,484      14,805,505   
American Europacific Growth Fund
  17,520,486      12,467,048  *
All other investments less than 5%
  77,651,714      66,889,803   
    280,336,899     281,384,839   
*
Less than 5%, included for comparative purposes.
           

During the years ended December 31, 2007 and 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
 
 
   
2007
   
2006
 
   Mutual funds
(7,017,064 )     8,279,498   
   Common stock
    (11,028,518 )       2,806,833   
   Collective trusts
    439,529       1,045,548   
 
Net (depreciation) appreciation in fair value of investments
               
  (17,606,053 )     12,131,879   

(4)  
Related-Party Transactions
 
Certain Plan investments are shares of mutual funds managed by Mercer Trust Company. Mercer Trust Company is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions.
 
(5)  
Plan Termination
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer profit-sharing and matching contributions.
 
 
 
 
 
 
 
7


 
 
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
 
December 31, 2007 and 2006
 

(6)  
Tax Status
 
The Internal Revenue Service has determined and informed the Company by a letter dated August 14, 2003 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 
(7)  
Reconciliation of Financial Statements to Form 5500
 
Reconciliation of net assets available for plan benefits reported in the financial statements to the net assets reported on line 1(l) of Form 5500 Schedule H, Part I, as of December 31, 2007 and 2006, is presented below:
 

   
2007
 
2006
 
Net assets available for plan benefits reported in
         
the financial statements
285,816,093    288,407,569  
Adjustment from fair value to contract value for fully
         
benefit-responsive investment contracts
  1,295,593    (74,424 )  
Net assets available for plan benefits reported on Form 5500
287,111,686    288,333,145  
 
 
Reconciliation of total investment income reported in the financial statements to earnings on investments reported on line 2(b) of Form 5500 Schedule H, Part II, as of December 31, 2007, is presented below:

 
   
2007
 
2006
 
Total investment income reported in the financial statements
 $  1,121,686      24,950,949   
Adjustment from fair value to contract value for fully
 
 
     
benefit-responsive investment contracts
   1,295,593     (74,424 )  
Total investment income reported on Form 5500
 $  2,417,279     24,876,525   
 
 
 
 
 
 
 
 
 

 8
 

 


   
Schedule
 
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
     
RETIREMENT SAVINGS PLAN
     
       
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
     
       
December 31, 2007
     
         
Identity of issuer,
Description of investment, including maturity date,
 
Current
 
borrower, or similar party
rate of interest, par, or maturity value
 
value
 
Putnam Management Company, Inc.*
Cash
  136,790   
           
Putnam Management Company, Inc.*
Money Market Fund (440,573 shares)
    440,573   
         
  Mutual funds:      
Putnam Management Company, Inc.*
    AIM Small Cap Growth Fund (425,213 shares)
    12,331,168   
Putnam Management Company, Inc.*
American Europacific Growth Fund (344,417 shares)
    17,520,486   
Putnam Management Company, Inc.*
Lord Abbett Small Cap Value Fund (596,073 shares)
    16,624,484   
Putnam Management Company, Inc.*
Pimco Total Return Fund (742,454 shares)
    7,936,837   
Putnam Management Company, Inc.*
T. Rowe Price Blue Chip Growth Fund (196,145 shares)
    7,890,908   
Putnam Management Company, Inc.*
Vanguard Windsor II Fund (302,362 shares)
    9,451,850   
Putnam Management Company, Inc.*
The George Putnam Fund of Boston (645,467 shares)
    10,398,473   
Putnam Management Company, Inc.*
The Putnam Fund for Growth and Income (1,510,656 shares)
    23,777,727   
Putnam Management Company, Inc.*
Putnam Voyager Fund (1,410,167 shares)
    28,189,246   
Putnam Management Company, Inc.*
Putnam Asset Allocation Growth Portfolio (776,087 shares)
    11,237,743   
Putnam Management Company, Inc.*
Putnam Asset Allocation Balanced Portfolio (485,429 shares)
    6,009,609   
Putnam Management Company, Inc.*
Putnam Asset Allocation Conservative Portfolio (238,531 shares)
    2,313,755   
Putnam Management Company, Inc.*
Putnam International Equity Fund (607,721 shares)
    16,858,169   
           
 
Collective trusts:
       
Putnam Management Company, Inc.*
Putnam S & P 500 Index Fund (246,379 shares)
    9,640,798   
Putnam Management Company, Inc.*
Putnam Stable Value Fund – invested in contracts with various companies, with various maturity dates and interest rates ranging from 4.14% to 6.23% (65,528,606 units)
    63,824,199    
         
Harman International Industries,
         
     Incorporated* Common stock (468,920 shares)     35,890,874    
    280,473,689  
*        Party-in-interest investment.        
         
See accompanying report of independent registered public accounting firm.
       
 
 
 
 
 
 
 
 
 

 9
 

 
 


SIGNATURES
 
 
             The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 

 
    
       
 
     
       
 
   
Harman International Industries, Incorporated Retirement Savings Plan
     
    
   
    
   
Date:  June 27, 2008
     
By: /s/ Sandra S. Buchanan
     
   
Sandra S. Buchanan
Vice-President Compensation & Benefits