~~Table~~Commission ofFile ~~Contents~~No. 1-08346

~~UNITED~~FORM ~~STATES~~6-K ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~6-K~~D.C. 20549

~~REPORT~~Report OFof ~~FOREIGN~~Foreign ~~PRIVATE~~Private ~~ISSUER~~Issuer ~~PURSUANT~~Pursuant TOto ~~RULE~~ Rule 13a-16 ORor 15d-16 ~~UNDER~~ ~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

For the month of ~~February~~March 2009 ~~Commission File Number 1-08346~~

TDK CORPORATION

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan (Address of principal executive ~~office~~offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark ifwhether the registrant isby ~~submitting~~furnishing the ~~Form~~information ~~6-K~~contained in ~~paper~~this Form asis ~~permitted~~also ~~by Regulation S-T~~thereby furnishing the information to the Commission pursuant to Rule ~~101~~12g3-2(b)~~(1):~~ under the Securities Exchange Act of 1934.

~~Indicate~~Yes byo ~~check~~No ~~mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):~~ þ

~~Indicate~~If by“Yes” ~~check~~is ~~mark~~marked, ~~whether~~indicate bybelow ~~furnishing~~ the ~~information~~file ~~contained~~number inassigned ~~this Form, the registrant is also thereby furnishing the information~~ to the ~~Commission~~registrant ~~pursuant~~in toconnection with Rule 12g3-2(b) ~~under~~: ~~the Securities Exchange Act of 1934.~~ 82-

~~Yes~~Contacts: Yoichi ~~o No~~Osuga TDK þCorporation Corporate Communications Dept. Tel: (81)-3-5201-7102 E-mail; pr@jp.tdk.com

IfNotice ~~“Yes”~~Regarding isRevision ~~marked,~~of ~~indicate~~Dividend ~~below~~Projection ~~the~~for ~~file~~Fiscal ~~number assigned to the registrant in connection~~2009 ~~with Rule 12g3-2(b): 82- .~~

-TOKYO 1JAPAN, -March 24, 2009 — TDK Corporation (the “Company”) hereby announces that at a meeting of the Board of Directors held today, the Company resolved to revise the projection for dividends per common share for fiscal 2009, the year ending March 31, 2009, as follows:

~~TABLE~~1. OFReasons ~~CONTENTS~~ for Revision:

~~SIGNATURES~~When ~~Consolidated~~TDK ~~Financial~~released ~~Statements~~its ~~for~~fiscal ~~the~~2009 ~~nine~~third-~~month-period~~quarter ~~and~~operating ~~the~~results ~~three~~on February 9, it announced plans to pay a year-~~month-period~~end ~~ended~~dividend ~~December~~per 31common share of 70.0 yen. However, ~~2008~~TDK ~~(in~~has ~~English)~~closely re-examined 1)the ~~Consolidated~~impact ~~balance~~on ~~sheets~~fiscal ~~(Unaudited)~~2009 2)consolidated ~~Consolidated~~operating ~~statement~~results of ~~income~~the ~~(Unaudited)~~pronounced 3)decline ~~Consolidated~~in capacity ~~statement~~utilization ofcaused ~~cash~~by ~~flows~~a ~~(Unaudited)~~sudden 4)change ~~Notes~~in the operating environment, structural reforms and other factors. Consequently, TDK has decided to ~~Consolidated~~lower ~~Financial~~the ~~Statements~~projected ~~(Unaudited)~~year-end dividend per common share to 60.0 yen.

- 2. - Details of Revision:


	Dividends per Common Share for Fiscal 2009
Record date	Q1-end	Q2-end	Q3-end	Year-end	Annual
Previous projections (announced February 9, 2009)	—	70.0 yen	—	70.0 yen	140.0 yen
Revised projections	—	70.0 yen	—	60.0 yen	130.0 yen
Interim dividend paid	—	70.0 yen	—	—	—
(Reference) Dividends per common share for the previous fiscal year (FY2008)	—	60.0 yen	—	70.0 yen	130.0 yen

~~SIGNATURES~~Cautionary Statements with Respect to Forward-Looking Statements

~~Pursuant~~This tomaterial contains forward-looking statements, including projections, plans, policies, management strategies, targets, schedules, understandings and evaluations, about TDK and its group companies (TDK Group). These forward-looking statements are based on the ~~requirements~~current forecasts, estimates, assumptions, plans, beliefs and evaluations of ~~the~~TDK ~~Securities~~Group ~~Exchange~~in ~~Act~~light of ~~1934~~information currently available to it, ~~the~~and ~~registrant~~contain ~~has~~known ~~duly~~and unknown risks, uncertainties and other factors. ~~caused~~TDK ~~this~~Group ~~report~~therefore wishes to caution readers that, being subject to risks, uncertainties and other factors, TDK Group’s actual results, performance, achievements or financial position could be materially ~~signed~~different onfrom ~~its~~any ~~behalf~~future results, performance, achievements or financial position expressed or implied by ~~the~~these ~~undersigned~~forward-looking statements, ~~thereunto~~and ~~duly~~TDK ~~authorized~~Group undertakes no obligation to publicly update or revise any forward-looking statements after the issue of this material except as provided for in applicable laws and ordinances.

	TDK Corporation (Registrant)
Date: February 23, 2009
	By:	/s/ Seiji Enami
	Name:	Seiji Enami
	Title:	Director, Executive Vice President and CFO

The electronics markets in which TDK Group operates are highly susceptible to rapid changes. Risks, uncertainties and other factors that can have significant effects on TDK Group include, but are not limited to, shifts in technology, fluctuations in demand, prices, interest and foreign exchange rates, and changes in economic environments, conditions of competition, laws and regulations.

-# 3# -#

~~Table of Contents~~SIGNATURES

~~Consolidated~~Pursuant ~~Financial~~to ~~Statements~~the ~~for~~requirements of the ~~nine-month-period~~Securities ~~and~~Exchange Act of 1934,the registrant has duly ~~three-month-period~~caused ~~ended~~this ~~December 31,~~report ~~2008(in~~to ~~English)~~be signed on its behalf by the undersigned thereunto duly authorized.

On February 16, 2009, this report in the Japanese version was filed with the Director of the Kanto Local Finance Bureau of the Ministry of Finance pursuant to the Financial Instruments and Exchange Law of Japan.


	TDK Corporation (Registrant)
March 24, 2009	BY:	/s/ Tatsuhiko Atsumi
		Tatsuhiko Atsumi
		General Manager of Corporate Communications Department

- 4 -

1) Consolidated balance sheets (Unaudited)

	Yen (Millions)
ASSETS	December 31, 2008		March 31, 2008
Current assets:
Cash and cash equivalents		¥177,207	¥	166,105
Net trade receivables		143,482		157,118
Inventories (Note 2)		128,059		88,816
Other current assets		66,272		50,781
Total current assets		515,020		462,820
Investments in securities		55,653		68,714
Net Property, plant and equipment		355,881		267,149
Goodwill and other intangible assets		160,793		93,342
Other assets		48,901		43,508
	¥	1,136,248	¥	935,533

See accompanying notes to consolidated financial statements.

- 5 -

	Yen (Millions)
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY	December 31, 2008			March 31, 2008
Current liabilities:
Short-term debt		¥233,217			¥8,898
Current installments of long-term debt		17,473			294
Trade payables		70,833			76,391
Accrued expenses		71,581			63,834
Income taxes payables		2,532			7,660
Other current liabilities		11,644			4,884
Total current liabilities		407,280			161,961
Long-term debt, excluding current installments		7,163			152
Retirement and severance benefits		57,531			33,990
Deferred income taxes		6,278			5,998
Other noncurrent liabilities		14,084			13,171
Total liabilities		492,336			215,272
Minority interests		8,469			3,684
Stockholders’ equity:
Common stock
Authorized 480,000,000 shares; issued 129,590,659 shares at December 31, 2008 and March 31, 2008		32,641			32,641
Additional paid-in capital		64,172			63,887
Legal reserve		20,519			19,510
Retained earnings		667,054			688,719
Accumulated other comprehensive income (loss)		(142,609	)		(81,583	)
Treasury stock at cost;
610,832 shares at December 31, 2008 and 634,923 shares at March 31, 2008		(6,334	)		(6,597	)
Total stockholders’ equity		635,443			716,577
	¥	1,136,248		¥	935,533

- 6 -

2) Consolidated statement of income (Unaudited)

	Yen (Millions)
	Nine months ended
	December 31, 2008
Net sales		¥588,316
Cost of sales		461,983
Gross profit		126,333
Selling, general and administrative expenses		113,454
Restructuring cost (Note 8)		3,607
Operating income		9,272
Other income (deductions):
Interest and dividend income		3,470
Interest expense		(1,339	)
Loss (gain) on securities, net		(6,293	)
Foreign exchange gain (loss)		(6,293	)
Other — net		880
		(9,575	)
Income (loss) before income taxes		(303	)
Income taxes		2,571
Income (loss) before minority interests		(2,874	)
Minority interests, net of tax		(425	)
Net income (loss)		¥(2,449	)
Amounts per share:
	Yen
Net income (loss) per share (Note 6):
Basic		¥(18.99	)
Diluted		(18.99	)
Cash dividends paid during the period		¥140.00

See accompanying notes to consolidated financial statements.

- 7 -

	Yen (Millions)
	Three months ended
	December 31, 2008
Net sales		¥191,779
Cost of sales		154,427
Gross profit		37,352
Selling, general and administrative expenses		38,854
Restructuring cost (Note 8)		3,607
Operating income (loss)		(5,109	)
Other income (deductions):
Interest and dividend income		1,293
Interest expense		(1,061	)
Loss (gain) on securities, net		(5,251	)
Foreign exchange gain (loss)		(4,535	)
Other — net		(466	)
		(10,020	)
Income (loss) before income taxes		(15,129	)
Income taxes		(667	)
Income (loss) before minority interests		(14,462	)
Minority interests, net of tax		(145	)
Net income (loss)		¥(14,317	)
Amounts per share:
	Yen
Net income (loss) per share (Note 6):
Basic		¥(111.00	)
Diluted		(111.00	)
Cash dividends paid during the period		¥70.00

See accompanying notes to consolidated financial statements.

- 8 -

3) Consolidated statement of cash flows (Unaudited)

	Yen (Millions)
	Nine months ended
	December 31, 2008
Cash flows from operating activities:
Net income (loss)		¥(2,449	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		61,189
Loss (gain) on securities, net		6,293
Changes in assets and liabilities, net of effects of acquisition of businesses:
Decrease (increase) in trade receivables		28,985
Decrease (increase) in inventories		(12,057	)
Increase (decrease) in trade payables		(15,851	)
Increase (decrease) in accrued expenses		(5,666	)
Increase (decrease) in changes in other assets and liabilities, net		(14,671	)
Other — net		5,699
Net cash provided by operating activities		51,472
Cash flows from investing activities:
Capital expenditures		(86,783	)
Proceeds from sale and maturity of short-term investments		5,330
Payment for purchase of short-term investments		(13,365	)
Proceeds from sale and maturity of investments in securities		4,319
Payment for purchase of investments in securities		(826	)
Acquisition of subsidiaries, net of cash acquired		(131,301	)
Acquisition of minority interests		(166	)
Other — net		2,026
Net cash used in investing activities		(220,766	)
Cash flows from financing activities:
Repayment of long-term debt		(1,590	)
Increase (decrease) in short-term debt, net		218,040
Cash paid to acquire treasury stock		(13	)
Dividends paid		(18,056	)
Other — net		483
Net cash provided by financing activities		198,864
Effect of exchange rate changes on cash and cash equivalents		(18,468	)
Net increase in cash and cash equivalents		11,102
Cash and cash equivalents at beginning of period		166,105
Cash and cash equivalents at end of period		¥177,207

See accompanying notes to consolidated financial statements.

- 9 -

4) Notes to Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

(a) Consolidation Policy

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (the “U.S. GAAP”). The consolidated financial statements include the accounts of TDK, its subsidiaries and those variable interest entities where TDK is the primary beneficiary under Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003) (“FIN 46R”), “Consolidation of Variable Interest Entities”. All significant intercompany accounts and transactions have been eliminated in consolidation.

The investments in affiliates in which TDK’s ownership is 20 percent to 50 percent and where TDK exercises significant influence over their operating and financial policies are accounted for by the equity method. All significant intercompany profits from these affiliates have been eliminated.

The segment information is presented in accordance with the accounting principles generally accepted in Japan. The segment information required to be disclosed in financial statements under the U.S. GAAP is not presented in the accompanying consolidated financial statements.

(b) Adoption of new accounting standards

“Fair Value Measurements”

TDK adopted Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements” on April 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Although the definition of fair value retains the exchange price notion in earlier definitions of fair value, SFAS 157 clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market and emphasizes that fair value is a market-based measurement, rather than an entity-specific measurement. SFAS 157 also expands disclosures about the use of fair value to measure assets and liabilities subsequent to initial recognition through fair value hierarchy as a framework for measurement. The adoption of SFAS 157 did not have a material effect on TDK’s consolidated financial position and results of operations. The disclosure required by SFAS 157 was omitted.

“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R)”. SFAS 158 requires TDK to measure the fair value of plan assets and benefit obligations as of the date of its fiscal year-end. TDK adopted SFAS 158 on April 1, 2008. TDK will change a measurement date in TDK’s fiscal year 2009 annual closing.

In December 2007, the United States Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends the SEC’s views discussed in Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the use of the simplified method in developing estimates of the expected lives of share options in accordance with SFAS 123(R). TDK will continue to use the simplified method until TDK has the historical data necessary to provide reasonable estimates of expected lives in accordance with SAB 107, as amended by SAB 110.

- 10 -

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (“SFAS 141(R)”), “Business Combinations”. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. TDK is currently evaluating the effect that the adoption of SFAS 141(R) will have on TDK’s consolidated financial position and results of operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. TDK is currently evaluating the effect that the adoption of SFAS 160 will have on TDK’s consolidated financial position and results of operations.

(d) Reclassifications

Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the presentation used for the nine-month-period and the three-month-period ended December 31, 2008.

2. Inventories

Inventories at December 31, 2008 and March 31, 2008, are summarized as follows:

	Yen (Millions)
	December 31, 2008		March 31, 2008
Finished goods		¥60,984		¥34,856
Work in process		31,197		23,070
Raw materials		35,878		30,890
		¥128,059		¥88,816

3. Cost for Retirement and Severance Benefits

Net periodic benefit cost for TDK’s employee retirement and severance defined benefit plans for the nine-month-period and the three-month-period ended December 31, 2008 consisted of the following components:

	Yen (Millions)
	Nine months ended			Three months ended
	December 31, 2008			December 31, 2008
Service cost-benefits earned during the period		¥4,999			¥1,747
Interest cost on projected benefit obligation		3,730			1,485
Expected return on plan assets		(3,946	)		(1,352	)
Recognized actuarial loss		940			306
Amortization of unrecognized prior service benefit		(1,518	)		(507	)
		¥4,205			¥1,679

- 11 -

4. Comprehensive Income (Loss)

Comprehensive income (loss) for the nine-month-period and the three-month-period ended December 31, 2008, are as follows:

	Yen (Millions)
	Nine months ended			Three months ended
	December 31, 2008			December 31, 2008
Net income (loss)		¥(2,449	)		¥(14,317	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(59,261	)		(68,289	)
Net unrealized gains (losses) on securities		229			511
Pension liability adjustments		(1,994	)		(1,682	)
Comprehensive income (loss)		¥(63,475	)		¥(83,777	)

5. Contingent Liabilities

TDK and certain of its subsidiaries provide guarantees to third parties on bank loans of its employees. The guarantees on behalf of the employees are made for their housing loans. For each guarantee issued, in the event the employee defaults on payment, TDK would be required to make payments under its guarantee.

The maximum amounts of undiscounted payments TDK would have to make in the event of default at December 31, 2008 and March 31, 2008, are as follows:

	Yen (Millions)
	December 31, 2008		March 31, 2008
Contingent liabilities for guarantees of loans of TDK’s employees		¥4,444		¥4,764

As of December 31, 2008, the liability recognized for the estimated fair value of TDK’s obligation under the guarantee arrangement is not material.

Several claims against TDK and certain subsidiaries are pending. Provision has been made for the estimated liabilities for the items. In the opinion of management, based upon discussion with counsel, any additional liability not currently provided for will not materially affect the consolidated financial position and results of operations of TDK.

- 12 -

6. Net Income (loss) per Share

A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations are as follows:

	Yen (Millions)
	Nine months ended			Three months ended
	December 31, 2008			December 31, 2008
Net income (loss) available to common stockholders		¥(2,449	)		¥(14,317	)

	Number of shares (Thousands)
	Nine months ended		Three months ended
	December 31, 2008		December 31, 2008
Weighted average common shares outstanding — Basic		128,972		128,980
Effect of dilutive stock options		—		—
Weighted average common shares outstanding — Diluted		128,972		128,980

	Yen
	Nine months ended			Three months ended
	December 31, 2008			December 31, 2008
Net income (loss) per share:
Basic		¥(18.99	)		¥(111.00	)
Diluted		¥(18.99	)		¥(111.00	)

7. Acquisition

On October 17, 2008 (“acquisition date”), TDK acquired approximately 36 percent of the issued and outstanding common shares of EPCOS AG (“EPCOS”) by a public tender offer (“Offer”) in accordance with Business Combination Agreement (“BCA”) that TDK and EPCOS concluded on July 31, 2008.

As a result of the Offer and the acquisitions of shares outside the Offer, TDK obtained approximately 84 percent equity interest in EPCOS at the acquisition date, and EPCOS became a consolidated subsidiary of TDK.

EPCOS is headquartered in Munich, Germany, and is a leading manufacturer of electronic components, modules and systems. With its broad portfolio, EPCOS offers a comprehensive range of products and focuses on fast-growing and technologically demanding markets, in particular in the areas of information and communication technology, as well as automotive, industrial and consumer electronics. EPCOS and its subsidiaries have design and manufacturing locations and sales offices in Europe, Asia, and in North and South America.

TDK and EPCOS are both engaged in the electronic components business, but there is little overlap in terms of product fields or markets. TDK expects to capture powerful synergies.

TDK acquired 23,890 thousand shares (approximately 36 percent equity interest) at a cost of ¥63,560 million through the Offer. Prior to the conclusion of the Offer, TDK had acquired 32,103 thousand shares of EPCOS in the market, giving it approximately 48 percent equity interest at a cost of ¥79,466 million. As of the acquisition date, TDK held 55,993 thousand shares (approximately 84 percent equity interest) in EPCOS for ¥143,026 million.

As a result of the successful Offer, TDK conducted an additional public tender offer from October 14, 2008 through October 27, 2008 (“Additional Offer”) in accordance with the German regulations. TDK acquired an additional 7,352 thousand shares (approximately 11 percent equity interest) for ¥16,640 million including shares acquired outside of the Additional Offer.

- 13 -

As of December 31, 2008, TDK held 63,345 thousand shares (approximately 95 percent equity interest) in EPCOS, at a total cost of ¥162,465 million, which was paid in cash. The total cost includes direct costs of ¥2,799 million.

TDK has included the results of operations of EPCOS and its subsidiaries in its consolidated financial statements since the acquisition date. TDK applied equity method of accounting prior to the acquisition date.

The purchase price allocation has not been finalized pending further information that may impact the valuation of certain assets or liabilities. The excess of the purchase price over the preliminary fair value of the assets acquired and the liabilities assumed is allocated to goodwill.

Pro Forma Results

The following unaudited Pro Forma result presents the combined results of operations of TDK and EPCOS as if the acquisition had occurred at the beginning of the reporting period being presented. The unaudited Pro Forma result is not intended to represent or be indicative of TDK’s consolidated results of operations that would have been reported had the acquisition been completed as of the beginning of the period presented and should not be taken as indicative of the TDK’s future consolidated results of operations.

The purchase price allocation has not been finalized and not included in this Pro Forma results.

(Unaudited)

	Yen (Millions)
	Nine months endedDecember 31, 2008
Net sales		¥710,166
Net income (loss)		(247	)

	Yen
	Nine months endedDecember 31, 2008
Net income (loss) per share:
Basic		¥(1.92	)
Diluted		(1.92	)

Unaudited Pro Forma result for the three months ended December 31, 2008 is not presented above as the difference between unaudited Pro Forma result for the three months ended December 31, 2008 and the consolidated statement of operation for the three months ended December 31, 2008 is insignificant.

8. Restructuring Cost

TDK is currently experiencing a sharp deterioration in earnings due to falling orders and a lower capacity utilization rate. Under these conditions, TDK established in November 2008 an internal Earnings Structure Reform Committee as an urgent countermeasure. The committee has put together urgent actions to reform TDK’s earnings structure and has steadily implemented them after obtaining the required approval.

One theme the committee has looked closely at is the realignment and rationalization of operating and production frameworks in response to falling orders. At the consolidated level, TDK recognized impairment losses on facilities and began reducing personnel mainly at subsidiaries in the Asian region for the three months ended December 31, 2008. In line with these actions, TDK booked for the three months ended December 31, 2008 an impairment loss on facilities of ¥1,982 million and expenses of ¥1,028 million related to personnel changes and reductions on a consolidated basis. Of the latter, TDK had already paid ¥763 million by December 31, 2008.

- 14 -

In Japan, TDK has booked an impairment loss on facilities of ¥344 million due to the transfer of production of certain products overseas and elsewhere.

The impact of the restructuring activities for the three-month-period ended December 31, 2008 is as follows:

	Yen (Millions)
			Impairment
	Workforce		on property,
	reduction		plant and		Other
	obligations		equipment		liabilities		Total
September 30, 2008		—		—		—		—
Costs and expenses		1,028		2,326		253		3,607
Payments		763		—		73		836
Non-cash adjustments		—		2,326		—		2,326
December 31, 2008		¥265		—		¥180		¥445

Restructuring liabilities are included in Accrued expenses in the consolidated balance sheets as of December 31, 2008.

TDK expects that the entire accrued liabilities of ¥445 million recognized at December 31, 2008 will be paid by March 31, 2009.

9. Subsequent event

(a) Issue of Straight Bonds

TDK has issued Straight Bonds under the following conditions.

The 2nd Series

The 3rd Series

The 4th Series

Unsecured Straight

Bonds

(1) Date of issue

January 30, 2009

(2) Total amount of bond issuance

¥23 billion

¥48 billion

¥13 billion

(3) Issue price

¥ 100 per face value of ¥ 100

(4) Coupon rate

1.085% per annum

1.413% per annum

2.038% per annum

(5) Redemption on maturity

January 30, 2012

January 30, 2014

January 30, 2019

(6) Purpose for funds

Repayment of borrowing

(b) Premature redemption of EPCOS AG ’s convertible bond

“EPCOS AG”, which became a consolidated subsidiary of TDK, serves as guarantor for a convertible bond with a total value of EUR 126.4 million issued on July 16, 2003, by its subsidiary EPCOS Netherlands B.V. and contractually due to mature in 2010.

Bonds worth EUR 4.0 million were converted into EPCOS AG shares, and bonds worth EUR 121.0 million were opted for premature redemption and the payment was made on January 8, 2009. Thereafter, the issuer of the bond redeemed the outstanding amount of the convertible bond worth EUR 1.4 million on January 28, 2009. It was financed via a syndicated loan.

- 15 -

10. Segment Information

(a) Industry segment information

Three months ended December 31, 2008

	Yen (Millions)
	Electronic									Eliminations
	materials &			Recording						and
	components			media			Sub total			corporate		Total
Net sales
External sales		¥186,835			¥4,944			¥191,779			—		¥191,779
Intersegment		—			—			—			—		—
Total		186,835			4,944			191,779			—		191,779
Operating expenses		191,303			5,585			196,888			—		196,888
Operating income (loss)		¥(4,468	)		¥(641	)		¥(5,109	)		—		¥(5,109	)

Nine months ended December 31, 2008

	Yen (Millions)
	Electronic							Eliminations
	materials &		Recording					and
	components		media			Sub total		corporate		Total
Net sales
External sales		¥571,079		¥17,237			¥588,316		—		¥588,316
Intersegment		—		—			—		—		—
Total		571,079		17,237			588,316		—		588,316
Operating expenses		559,532		19,512			579,044		—		579,044
Operating income (loss)		¥11,547		¥(2,275	)		¥9,272		—		¥9,272

(Notes)	1.	Segment classification
		Segments are classified by the similarity of the products, the product’s character, the manufacturing method and the selling market.
	2.	Principal products in each segment
		Electronic materials and components:
		Ferrite cores, Rare-earth magnets, Multilayer ceramic chip capacitors, Inductive devices (Coils, Transformers), Switching power supplies, HDD heads and Rechargeable batteries
		Recording media:
		Audio tapes, Video tapes, CD-Rs, DVDs and Tape-based data storage media for computers
	3.	Total assets as of December 31, 2008 rose by approximately ¥200 billion from March 31, 2008 on a consolidated basis. This mainly reflected the acquisition of EPCOS AG and its subsidiaries in the electronic materials and components business.

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(b) Geographic segment information

Three months ended December 31, 2008

	Yen (Millions)
														Eliminations
														and
	Japan			Americas		Europe			Asia and others		Sub total			corporate			Total
Net sales
External sales		¥31,899			¥13,570		¥27,533			¥118,777		¥191,779			—			¥191,779
Intersegment		37,143			9,664		17,171			25,548		89,526			(89,526	)		—
Total		69,042			23,234		44,704			144,325		281,305			(89,526	)		191,779
Operating expenses		77,984			21,828		49,250			139,434		288,496			(91,608	)		196,888
Operating income (loss)		¥(8,942	)		¥1,406		¥(4,546	)		¥4,891		¥(7,191	)		¥2,082			¥(5,109	)
Nine months ended December 31, 2008
	Yen (Millions)
														Eliminations
														and
	Japan			Americas		Europe			Asia and others		Sub total			corporate			Total
Net sales
External sales		¥106,591			¥36,835		¥47,976			¥396,914		¥588,316			—			¥588,316
Intersegment		130,879			31,931		18,147			48,815		229,772			(229,772	)		—
Total		237,470			68,766		66,123			445,729		818,088			(229,772	)		588,316
Operating expenses		251,937			61,581		71,427			423,913		808,858			(229,814	)		579,044
Operating income (loss)		¥(14,467	)		¥7,185		¥(5,304	)		¥21,816		¥9,230			¥42			¥9,272

(Notes)	1.	Net sales in each geographic area are based on the location of TDK entities where the sales are generated.
	2.	Principal nations in each geographic segment excluding Japan:
		Americas: United States of America
		Europe: Germany
		Asia and others: Hong Kong, Philippines, China, Taiwan and Thailand

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Three months ended December 31, 2008

	Yen (Millions)
	Americas		Europe		Asia and others		Total
Sales by region		¥20,673		¥25,718		¥116,706		¥163,097
Net sales								191,779
Ratio of overseas sales to net sales (%)		10.8		13.4		60.8		85.0

Nine months ended December 31, 2008

	Yen (Millions)
	Americas		Europe		Asia and others		Total
Sales by region		¥65,262		¥49,716		¥381,048		¥496,026
Net sales								588,316
Ratio of overseas sales to net sales (%)		11.1		8.4		64.8		84.3

(Notes)	1.	Overseas sales are based on the location of the customers.
	2.	Principal nations in each region excluding Japan:
		Americas: United States of America
		Europe: Germany, Sweden, Hungary and Italy
		Asia and others: Hong Kong, China, Taiwan, Philippines and Singapore
	3.	Overseas sales are net sales of TDK and its consolidated subsidiaries in the countries and regions other than Japan.

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Filing Compare · TDK CORP