Commission File No. 1-08346

                                   FORM 6-K                                    

                      SECURITIES AND EXCHANGE COMMISSION                       

                            Washington, D.C. 20549                             

                       Report of Foreign Private Issuer                        
                     Pursuant to Rule 13a-16 or 15d-16 of                      
                      the Securities Exchange Act of 1934                      

                           For the month of May 2003                           

                                TDK CORPORATION                                

                (Translation of registrant's name into English)                

           13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan            
                   (Address of principal executive 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       x        Form 40-F         
                                              
                                              
                                              

     Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act
of 1934.

        Yes                  No        x 
                                         
                                         
                                         

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2 (b). 82-____________

                                                                               

                                  SIGNATURES                                   

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

                     TDK Corporation                                           
                                                                               
                     (Registrant)                                              
                                                                               
                                                                               
                                                                               
May 7, 2003                                                                    
                                                                               
                                                                               
                                                                               
               BY:   /s/ Seiji Enami                                           
                     Seiji Enami                                               
                     General Manager                                           
                     Finance and Accounting Department                         
                     Administration Group                                      
                                                                               

                                                                               

                                                      TDK Corporation   
                                                      1-13-1, Nihonbashi
                                                      Chuo-ku, Tokyo    
                                                      103-8272 Japan    
                                                                        
                                                                        
                                                                        
Contacts;                                                               
                                                                        
  TDK Corporation Corporate Communications Department                   
  (Tokyo)         Michinori Katayama                  +81(3)5201-7102   
                                                                        
  TDK U.S.A.      Francis J. Sweeney                  +1(516)535-2600   
  Corporation                                                           
                                                                        
  TDK UK Limited  Ron Matier                          +44(1737)773773   
                                                                        

                             FOR IMMEDIATE RELEASE                             

TOKYO - May 7, 2003 TDK Corporation today announced its Consolidated business
results prepared in conformity with accounting principles generally accepted in
the United States of America (the "U.S. GAAP") for fiscal year ("FY") 2003 and
NON-Consolidated business results for FY 2003.

1) Summary                                                     
                                                               
                                                               
                                                               
   Consolidated results (April 1, 2002 - March 31, 2003)       
                                                               

                                                                               

           FY2003                       FY2002           
                                                         
Term (April 1, 2002 - March 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                            
Item      (Yen millions) %  (U.S.$ thousands) (Yen millions) % (Yen millions)  % 
                                                                                 
Net sales     608,880 100.0        5,074,000   570,511  100.0          38,369 6.7
                                                                                 
Operating                                                                        
income                                                                           
(loss)         22,080   3.6          184,000  (43,722)   -7.7          65,802   -
                                                                                 
Income                                                                           
(loss)                                                                           
 before                                                                          
income                                                                           
taxes          18,081   3.0          150,675  (43,697)   -7.7          61,778   -
                                                                                 
Net                                                                              
income                                                                           
(loss)         12,019   2.0          100,158  (25,771)   -4.5          37,790   -
                                                                                 
Net income (loss)                                                      
                                                                       
 per common share           Yen 90.56       U.S.$0.75   Yen (193.91)   
                                                                       
            (Sales breakdown)
                             

 

                                                                               

                           FY2003                                   FY2002                  
                                                                                            
Term           (April 1, 2002 - March 31, 2003)     (April 1, 2001 - Mar. 31, 2002)   Change
                                                                                            
Product      (Yen millions)  %   (U.S.$ thousands) (Yen millions)   %  (Yen millions)    %  
                                                                                            
Electronic                                                                                  
materials                                                                                   
and                                                                                         
components          472,529 77.6         3,937,742        432,886 75.9         39,643    9.2
                                                                                            
  Electronic                                                                                
  materials         168,949 27.8         1,407,909        161,846 28.4          7,103    4.4
                                                                                            
  Electronic                                                                                
  devices           112,729 18.5           939,408        105,937 18.6          6,792    6.4
                                                                                            
  Recording                                                                                 
  devices           175,986 28.9         1,466,550        147,004 25.7         28,982   19.7
                                                                                            
  Semiconductors &                                                   
  others                 14,865 2.4 123,875 18,099 3.2 (3,234) -17.9 
                                                                     
Recording media                                                    
& systems        136,351  22.4 1,136,258 137,625  24.1 (1,274) -0.9
                                                                   
                                                                   
                                                                   
   Total sales   608,880 100.0 5,074,000 570,511 100.0  38,369  6.7
                                                                   
                                                                   
                                                                   
   Overseas                                                        
   sales         443,377  72.8 3,694,808 405,707  71.1  37,670  9.3
                                                                   

Notes:

1. The figures for net income (loss) per common share are calculated based  
   upon the weighted average number of shares of common stock (the total    
   outstanding number).                                                     
                                                                            
2. TDK adopted the Emerging Issues Task Force Issue 01-9 ("EITF 01-9"),     
   "Accounting for Consideration Given by a Vendor to a Customer (Including 
   a Reseller of the Vendor's Products)" from the fiscal year beginning     
   April 1, 2002 and the prior year's consolidated financial statements have
   been restated for the change, accordingly.                               
                                                                            
3. U.S.$1=Yen 120                                                           
                                                                            

                                                                               

                                                               NON-consolidated

NON-Consolidated results (April 1, 2002 - March 31, 2003)

                 FY2003                        FY2002            
                                                                 
            Term (April 1, 2002 - Mar. 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                                       
Item (Yen millions)  % (U.S.$ thousands) (Yen millions)  % (Yen millions) %
                                                                           
Net sales              320,697 100.0 2,672,475 317,811 100.0  2,886  0.9
                                                                        
Operating income                                                        
(loss)                   3,182   1.0    26,516 (8,507)  -2.7 11,689    -
                                                                        
Current income           9,078   2.8    75,650   7,580   2.4  1,498 19.8
                                                                        
Net income (loss)          133   0.0     1,108 (3,794)  -1.2  3,927    -
                                                                        
Net income (loss) per common share    Yen 0.53   U.S.$0.00 Yen (28.55) 
                                                                       
Dividends per share                  Yen 25.00   U.S.$0.20  Yen 20.00  
                                                                       

Notes:

1. Any portion less than Yen one million is disregarded, the same being     
   applicable hereinafter. U.S.$1=Yen 120 (U.S. dollar translation is added 
   herein solely for convenience of readers outside Japan.)                 
                                                                            
2. The figures for net income (loss) per common share are calculated based  
   upon the weighted average number of shares of common stock (the total    
   outstanding number).                                                     
                                                                            
                                                                            
                                                                            

(Sales breakdown)

      FY2003             FY2002      
                                     
Term (April 1, 2002 - Mar. 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                           
Product (Yen millions) % (U.S.$ thousands) (Yen millions)  % (Yen millions) %
                                                                             
Electronic                                              
materials                                               
and                                                     
components 278,006 86.7 2,316,716 271,775 85.5 6,231 2.3
                                                        
Electronic                                              
materials  133,325 41.6 1,111,041 125,456 39.5 7,869 6.3
                                                        
Electronic                                              
devices     86,274 26.9   718,950  78,623 24.7 7,651 9.7
                                                        
Recording                                                   
devices        46,437 14.5 386,975 51,749 16.3 (5,312) -10.3
                                                            
Semiconductors                                              
& others       11,968  3.7  99,733 15,946  5.0 (3,978) -24.9
                                                            
Recording                                               
media &                                                 
systems     42,690 13.3 355,750 46,036 14.5 (3,346) -7.3
                                                        
                                                            
                                                            
Total                                                       
sales 320,697 100.0 2,672,475 317,811 100.0 2,886  0.9      
                                                            
                                                              
                                                              
Overseas                                                      
sales    176,461 55.0 1,470,508 163,839 51.6 12,622 7.7       
                                                              

Note: U.S.$1=Yen 120 

2)         Management Policies                                                 
                                                                               
                                                                               
                                                                               
(1)        Fundamental Management Policy                                       
                                                                               

TDK was established in 1935 as the world's first company to commercialize a
magnetic material called ferrite. In the ensuing years, TDK has also conducted
research and development programs in respect of electronic materials,
components and devices, as well as recording media. This drive was based on the
company's founding spirit: "Contributes to culture and industry through
creativity."

To preserve its identity as a dynamic company, TDK is dedicated to creating
value for all stakeholders by drawing on innovative thinking and a willingness
to tackle new challenges. TDK firmly believes that it must remain an
organization that is a constant source of exciting ideas in good quality.

(2)     Fundamental Policy for Distribution of Earnings                        
                                                                               

Returning earnings to shareholders is one of TDK's highest management
priorities. As such, TDK allocates earnings based on a broad range of factors
including the return on equity (ROE), dividends as a percentage of equity (DOE)
and the company's results of operation. Retained earnings are used in many ways
to make TDK more competitive. Funds are required to support research and
development programs for new technologies and products to respond precisely to
the rapid technological advances in the electronics industry. TDK must create
new technologies and products in such fields as optical and magnetic recording
media, mobile communications, large-capacity recording devices,
semiconductor-related products and data communications. At the same time, TDK
works to advance its operations on the international stage.

(3)      Medium- and Long-Term Management Strategy                             
                                                                               

Information technology, notably the Internet, is bringing about dramatic
increases in the speed at which companies must act. At the same time, market
participants are now able to quickly distinguish between products of value and
those offering no value. We are now in an age when only companies able to
provide genuine value will survive. TDK is taking a fresh look at its unique
attributes and strengths. By further refining its core competencies, TDK
intends to become a company capable of increasing its value in the 21st
century.

To meet the challenges of this operating environment, TDK launched its Exciting
108 medium-term management plan in April 2000. Scheduled to end in March 2004,
the plan is structured to transform TDK into an exciting company and increase
TDK's value. There are three fundamental elements:

I.      Become an e-material solution provider                                 
                                                                               

TDK must be a speedy and dynamic company able to anticipate the needs of its
customers. By drawing on its core expertise in electronic materials, TDK will
then quickly formulate the value-added products required to solve customers'
problems. This process is the essence of providing e-material solutions.

II.       Build a world-class management system                                
                                                                               

Management systems just as businesses themselves are becoming increasingly
borderless. Personnel management practices are also on the verge of dramatic
change. TDK needs to move swiftly to implement the necessary management
systems.

III.            Aim for zero emissions                                         
                                                                               

TDK's goal is to operate "eco-factories" with zero emissions. Doing so mandates
that factories generate less waste, use more recycled materials and expand
their own recycling. Eventually, TDK intends to reach the point where its
plants rely completely on recycled materials and generate no emissions at all.

By accomplishing these three objectives, TDK intends to maximize its corporate
value, bring its activities in closer step with the environment and make
greater contributions to society.

(4)              Corporate Ethics                                              
                                                                               

TDK has formulated a corporate code of ethics to guide the activities of all
members of TDK in their efforts to create an even better company. The corporate
code of ethics, which is based on TDK's corporate motto and principles,
specifies the rules that the company, management and employees must observe in
the conduct of business. The corporate code of ethics demonstrates TDK's
commitment to constantly upholding corporate ethical standards and improving
risk management.

(5)      Strategy to Improve Corporate Governance                              
                                                                               

Companies must conduct their activities and manage their operations in a fair,
impartial and transparent manner, abiding by laws and regulations, and with the
recognition that their existence is supported by shareholders, customers,
society and employees. TDK put in place internal controls with this fundamental
recognition in mind. It has also implemented a number of other measures in the
same vein, such as appointing external directors, involving people outside the
company in setting directors' remuneration, and ensuring that corporate ethics
are strictly observed.

(5-1)   Management structure and other corporate governance systems concerning 
        decision-making, strategy execution and supervision                    
                                                                               

One of TDK's 7 directors is an outside director, who also serves as the
chairperson of the Remuneration Committee, which was set up to ensure the
fairness of directors' remuneration. Another committee, the Corporate Ethics
Committee, was established to ensure that TDK upholds corporate ethical
standards. Independent of this committee, TDK has a "hotline" that encourages
employees to report matters and offer suggestions relating to corporate ethics.
Moreover, having introduced the post of corporate officer, TDK has clearly
demarcated responsibilities: directors are responsible for decision-making and
oversight, while corporate officers have responsibility for executing
day-to-day operations. Corporate officers execute policies set by the Board of
Directors in their respective areas of responsibility.

While TDK applies the Corporate Auditor System in accordance with the
Commercial Code of Japan, 2 of its 4 corporate auditors come from outside the
company. The role of corporate auditor is not restricted to the supervision of
directors' activities. As required, they also audit business activities, as
does the Management Review & Support Department.

Another defining aspect of TDK's corporate governance system is that it
receives advice and warnings from outside legal counsel and independent
auditors regarding risks associated with TDK's corporate activities.

(5-2)   Personal, financial and trading relationships between the company and  
        the outside director and outside corporate auditors, and other         
        beneficial relationships                                               
                                                                               

There are no personal or financial relationships between TDK and the outside
director or the two outside corporate auditors.

(5-3)    Measures taken to enhance corporate governance in fiscal 2003         
                                                                               

TDK established the Remuneration Committee, which is chaired by the outside
director, with the aim of establishing a new remuneration structure for
directors and to ensure that TDK's remuneration policy is fairly managed. The
committee held 5 meetings during fiscal 2003 that were also attended by
specialists from outside the company. As a result of the committee's
activities, TDK has ceased providing for retirement allowances for directors,
but has introduced stock options and established a new bonus system linked to
business results for directors. Another governance development was the
establishment of the Corporate Ethics Committee to create a framework for
corporate ethics and to ensure that ethical standards are being upheld at TDK.
A framework has been completed and a corporate ethics system established that
encompasses overseas subsidiaries. The chairperson of the Corporate Ethics
Committee himself has educated staff at all bases and subsidiaries throughout
Japan on TDK's corporate ethics framework.

(6)    Policy Regarding Reduction of TDK's Share Trading Unit                  
                                                                               

On August 1, 2000, TDK reduced the trading unit of its common shares from 1,000
to 100 shares to broaden the shareholder base and increase the liquidity of the
company's shares. TDK now considers that its shares have sufficient liquidity.
TDK will consider a further reduction of the trading unit based on its stock
price and market needs as well as on cost-benefit analysis.

3) Business Results and Financial Position

(1)                           Summary                                          
                                                                               

Consolidated results for fiscal 2003, the year ended March 31, 2003, are as
follows:

TDK's operating environment in fiscal 2003 remained as very severe as it was
the previous year. The U.S. economy, key to world economic fortunes, seemed to
gradually move back onto a recovery footing after taking a step backwards at
the start of 2002. But Japanese and European economies, which are highly
reliant on external demand, were sluggish. They began to languish in the
closing months of 2002 as consumer and corporate sentiment nosedived due to
stagnant demand, tumbling share prices and reverberations from the soft U.S.
economy. Asia, including China, fared relatively well, but this region is
nowhere near becoming a leading force in the world economy just yet.

In this difficult operating environment, TDK recorded higher sales on the back
of a recovery in the company's share of the HDD-head market and an upturn in
demand for electronic components, which is being fueled by the digitalization
of audio and visual equipment and the increasing use of electronics in
automotive applications. The benefits of structural reforms implemented over
the past two years also contributed to TDK's overall performance. TDK's
consolidated net sales rose 6.7% year on year to �608,880 million (US$5,074,000
thousand) and the company recorded operating income of �22,080 million
(US$184,000 thousand), reversing an earlier-year loss of �43,722 million.
Income before income taxes was also positive at �18,081 million (US$150,675
thousand), after TDK posted a loss before income taxes of �43,697 million a
year earlier. On the bottom line, net income was �12,019 million (US$100,158
thousand), a turnaround from the loss of �25,771 million in fiscal 2002.
Consequently, net income per common share was �90.56 (US$0.75), compared with a
net loss per common share of �193.91 a year earlier.

During the year, the average exchange rate was �122 for the U.S. dollar and �
121 for the euro, representing a 2.4% appreciation in the yen's value against
the dollar and a 9.5% depreciation against the euro. Overall, exchange rate
movements had the effect of decreasing net sales by approximately �2.8 billion
and operating income by approximately �3.0 billion. Due to an operating loss in
Europe, which was caused by actions associated with the structural reforms
(refer to "Geographic segment information" on page 18), foreign exchange
movements reduced operating income more than sales as the stronger euro
increased the loss when translated into yen.

(Sales by Segment)

The following is an explanation of sales by segment.

Electronic materials and components segment

In the electronic materials and components segment, net sales increased 9.2% to
�472,529 million (US$3,937,742 thousand). This reflected higher sales in
recording devices, where growth was spurred by a recovery in the market share
of TDK's HDD heads, and higher demand for capacitors and inductive devices,
which is being fueled by the digitalization of audio and visual equipment and
the increasing use of electronics in automotive applications.

Electronic materials

Sales in the electronic materials sector rose 4.4% to �168,949 million
(US$1,407,909 thousand).

(Capacitors) Sales of multilayer chip capacitors, which account for the
majority of capacitor sector sales, increased on the strength of the
digitalization of audio and visual equipment and increasing use of electronics
in automotive applications mentioned above. Hampering further growth were calls
for discounts from customers.

(Ferrite cores and magnets) In ferrite cores and magnets, overall sales of
ferrite cores slipped year on year, despite strong demand for cores used in LCD
backlights and power supplies for audio and visual products. The drop in sales
was the result of the failure of demand to recover for cores used in IT-related
information and communications applications, and lower sales of deflection yoke
cores, a key component of TVs and computer monitors, as well as other products
due to stiff competition. Magnet sales increased as firm demand from the
automobile and parts fields carried over from the previous fiscal year.
Overall, sales of ferrite cores and magnets edged down slightly year on year.

Electronic devices

In the electronic devices sector, sales increased 6.4% to �112,729 million
(US$939,408 thousand).

(Inductive devices) Inductive devices, the largest product category in this
sector, recorded higher sales, reflecting the growing use of automotive
electronics as well as growth in demand for digital audio and visual products
such as DVD players and digital still cameras. These are the same factors that
are driving growth in the capacitor sector. This allowed TDK to absorb the
effects of price discounts and production cutbacks, mainly by manufacturers of
audio and visual products, in the fourth quarter.

(High-frequency components) Sales of high-frequency components, a large
proportion of which are used in communications applications, particularly
mobile phones, were hamstrung by a soft mobile phone market. While sales
volumes have been trending upward since the summer of 2002, following a period
of parts inventory reductions by customers, demands for price reductions from
customers have been more severe than in other electronic components sectors due
to the continuing supply glut. Overall, sales increased, but they did not
increase to the same extent as volumes.

(Other products) Overall, sales in this sector increased. Sales of DC-DC
converters for video game systems were higher for the year despite cutbacks to
production levels beginning in the latter half of the third quarter. Power
supplies for LCD projectors and other PCs and peripherals also benefited from
strong demand. The sector was further boosted by brisk sales of actuators and
chip varistors used in PCs and peripherals and in communications products.

Recording devices

Recording devices sales climbed 19.7% to �175,986 million (US$1,466,550
thousand). One factor was a recovery in TDK's share of the HDD head market as
40 gigabyte/disk HDD heads won back customers. Additionally, the average number
of heads used per HDD did not decline as rapidly as had been expected. Total
demand remained high as a result, and sales climbed. Sales of other heads fell
due to a drop-off in demand and other factors.

Semiconductors & others

Sales in the semiconductors & others sector declined 17.9% to �14,865 million
(US$123,875 thousand), reflecting a sharp drop in sales of semiconductors for
LAN/WAN applications and set-top box modems due to the continuing low levels of
investment in communications infrastructure equipment. Another factor was lower
sales of anechoic chambers for noise control due to a string of project
cancellations and postponements prompted by the global economic downturn and
uncertain economic outlook.

Recording media & systems segment

In the recording media & systems segment, sales edged down slightly by 0.9% to
�136,351 million (US$1,136,258 thousand). There were several reasons. Audiotape
sales shrank further from the previous fiscal year as the long-term decline in
demand continued due to the market shift to optical media. While there is a
similar long-term decline in demand for videotapes due to the rising popularity
of optical media and DVD software, sales rose slightly during the year, boosted
by demand stemming from the 2002 FIFA World Cup(tm). In optical media, demand for
CD-Rs and DVDs was buoyant, but this strength was negated by falling MD demand
and lower sales prices of CD-Rs, resulting in largely flat sales overall.
Tape-based data storage media for computers, which obtained new-standard LTO
(Linear Tape-Open) verification in the previous fiscal year, and software also
recorded sales gains. This segment moved back into the black for the first time
in three fiscal years as the results of major structural reforms began to show
through. Looking ahead, TDK will build on this momentum by gaining
certification for new tape-based data storage media standards and working on
the commercialization of Blu-ray discs, which are widely expected to be the
next generation in optical discs.

Linear Tape-Open, LTO, the LTO logo, Ultrium and the Ultrium logo are
registered trademarks of Hewlett-Packard Company, IBM Corporation and Seagate
Removable Storage Solutions in the United States and other countries.

(Sales by Region)

By region, sales in Japan increased 0.4% to �165,503 million (US$1,379,192
thousand). While robust demand was recorded for capacitors and DC-DC converters
for video game systems, sales in Japan were largely unchanged due to lower
sales in the recording media & systems segment as audiotape demand declined. In
the Americas, sales decreased 3.1% to �106,060 million (US$883,833 thousand).
This reflects lower sales in the electronic materials and components segment,
which outweighed higher sales in other areas, particularly for tape-based data
storage media for computers. In Europe, sales declined 1.1% to �78,740 million
(US$656,167 thousand). Sales were strong of automotive components in the
electronics materials and components segment. However, total sales in this
region were brought down by waning demand for high-frequency components for
mobile phones, particularly GSM-format phones, and falling demand for
audiotapes and MDs in the recording media & systems segment. In Asia (excluding
Japan) and Others, sales jumped 19.4% to �258,577 million (US$2,154,808
thousand) thanks to higher sales in recording devices, as TDK regained market
share, and higher sales in electronic materials and electronic devices.

The overall result was a 9.3% increase in overseas sales year on year to �
443,377 million (US$3,694,808 thousand). Overseas sales accounted for 72.8% of
consolidated net sales, a 1.7 percentage point increase from 71.1% in fiscal
2002.

On a parent-company basis, net sales increased 0.9% to �320,697 million
(US$2,672,475 thousand) and current income rose 19.8% to �9,078 million
(US$75,650 thousand). Net income was �133 million (US$1,108 thousand), compared
with a net loss of �3,794 million in fiscal 2002. Net income per share was �
0.53 (US$0.00).

Sales in the electronic materials and components segment increased 2.3% to �
278,006 million (US$2,316,716 thousand) mainly on higher sales of capacitors
and inductive devices, product areas that are benefiting from rising demand
fueled by the digitalization of audio and visual product and the increasing use
of electronics in automotive applications. In the recording media & systems
segment, sales declined 7.3% to �42,690 million (US$355,750 thousand), owing to
falling demand for audiotapes and MDs and other factors.

In line with its Fundamental Policy for Distribution of Earnings, TDK plans to
pay a year-end dividend of �25 per common share. Together with the interim
dividend of �25 per common share paid in December 2002, the dividend per common
share applicable to the year is �50. On a parent-company basis, fiscal 2003 ROE
was 0.0% and DOE was 1.6%. On a consolidated basis, ROE was 2.1% and DOE was
1.0%.

                                                                               

(2)   Financial Position              
                                      
                                      
                                      
(2-1) The following table shows key   
      items from TDK's balance sheet  
      at March 31, 2003:              
                                      
                                      
                                      

                                                                               

Total assets        �               0.3% decrease        
                    747,337 million                      
                                                         
Total stockholders' �               5.1% decrease        
equity              553,885 million                      
                                                         
Equity ratio        74.1%           3.8 percentage point 
                                    decrease             
                                                         

At the end of the year, cash and cash equivalents were �44,790 million higher
than on March 31, 2002, net trade receivables were down �2,804 million and
inventories decreased �17,232 million. Furthermore, net property, plant and
equipment decreased �39,683 million due to a review of capital expenditures. As
a result of the above items and other changes, total assets decreased �2,573
million from March 31, 2002.

Total liabilities increased �28,702 million from the previous fiscal year-end.
Other current liabilities decreased �9,891 million due to the payment during
the year of retirement allowances to employees who applied for a special
voluntary retirement package offered as part of profit structure reforms
implemented in fiscal 2002. Meanwhile, trade payables increased �4,351 million
and retirement and severance benefits increased �34,979 million.

Total stockholders' equity decreased �30,042 million in comparison with the end
of fiscal 2002. This partly reflected an increase of �34,825 million in
accumulated other comprehensive loss due to foreign currency translation
adjustments of �18,747 million and minimum pension liability adjustments of �
15,809 million. Offsetting this to some extent was a �5,776 million increase in
retained earnings.

(2-2)                  Cash Flows                        
                                                         

                                                                               

                                             (� millions)
                                                         
                 Fiscal 2003  Fiscal 2002       Change   
                                                         
                                                         
                                                         
Net cash                                                 
provided by                                              
operating                                                
activities          104,358       41,504         62,854  
                                                         
Net cash used in                                         
investing                                                
activities         (46,645)     (57,903)         11,258  
                                                         
Net cash used in                                         
financing                                                
activities          (7,925)     (13,202)          5,277  
                                                         
Effect of                                                
exchange rate                                            
changes on cash                                          
and cash                                                 
equivalents         (4,998)        4,445        (9,443)  
                                                         
Net increase                                             
(decrease) in                                            
cash and cash                                            
equivalents          44,790     (25,156)         69,946  
                                                         
Cash and cash                                            
equivalents at                                           
beginning of                                             
period              125,761      150,917       (25,156)  
                                                         
Cash and cash                                            
equivalents at                                           
end of period       170,551      125,761         44,790  
                                                         

Operating activities provided net cash of �104,358 million (US$869,650
thousand), a year-on-year increase of �62,854 million. This reflected a �37,790
million increase in net income to �12,019 million (US$100,158 thousand); a
decrease of �4,131 million in depreciation and amortization to �57,789 million
(US$481,575 thousand); a decrease in inventories of �14,277 million (US$118,975
thousand); and an increase in trade payables of �6,691 million (US$55,758
thousand).

Investing activities used net cash of �46,645 million (US$388,708 thousand), a
decrease of �11,258 million. A �17,326 million decrease in capital expenditures
to �41,451 million (US$345,425 thousand) was the main reason.

Financing activities used net cash of �7,925 million (US$66,042 thousand), �
5,277 million less year on year. Repayments of short-term debt decreased �
3,314 million and dividends paid were down �2,004 million year on year.

                                                                               

(2-3)        Trends in Cash Flow Indicators                       
                                                                  

                                                                               

              Fiscal 1999 Fiscal 2000 Fiscal 2001 Fiscal 2002 Fiscal 2003
                                                                         
                                                                         
                                                                         
Capital                                                                  
adequacy                                                                 
ratio on a                                                               
market value                                                             
basis (%)         171.8       239.9       133.8       121.7        80.4  
                                                                         
Interest                                                                 
coverage                                                                 
ratio             107.3       165.3       138.0        32.8       180.9  
                                                                         
No. of years                                                             
to redeem                                                                
debt               0.04        0.02        0.10        0.07        0.02  
                                                                         
Stockholders'                                                            
equity ratio                                                             
(%)                72.0        73.6        77.8        77.9        74.1  
                                                                         

[Notes]

Capital adequacy ratio on a market value basis = Market capitalization* / Total
assets
*Market capitalization = Closing price of TDK's common shares on the Tokyo
Stock Exchange on March 31, 2003 x
Shares issued and outstanding at year-end after deducting treasury stock.

Interest coverage ratio = Cash flows from operating activities / Interest
payments
No. of years to redeem debt = Interest-bearing liabilities / Cash flows from
operating activities
Stockholders' equity ratio = Total stockholders' equity / Total assets

(3)          Fiscal 2004 Projections                                           
                                                                               

TDK's consolidated and non-consolidated projections for fiscal 2004, the year
ending March 31, 2004, are as follows. The projections are based principally on
the following assumptions:

*   An average exchange rate of �120=US$1 for the fiscal 2004.                 
                                                                               
                                                                               
                                                                               
*   Demand for electronic components for DVD players, digital still cameras and
    products in electronic materials and components for the automotive field   
    due to the growing use of electronics in automobiles, is expected to remain
    firm in fiscal 2004. However, with the exception of these fields, TDK does 
    not expect to see sharp growth in demand for electronic components         
    generally.                                                                 
                                                                               
                                                                               
                                                                               
*   In HDD heads, the mainstay product in the recording devices sector, TDK    
    expects to see a continuation of brisk sales on steady demand in fiscal    
    2004, with demand appearing to have bottomed out and its products having   
    won high marks from customers.                                             
                                                                               
                                                                               
                                                                               
*   In the recording media & systems segment, TDK is forecasting sales largely 
    on a par with fiscal 2003. This forecast is premised on lower sales of     
    audiotapes and videotapes due to falling demand, which should be offset by 
    higher demand for optical discs, including CD-Rs and DVDs, and increased   
    sales of tape-based data storage media for computers, a field on which TDK 
    is placing special emphasis at present.                                    
                                                                               

Consolidated Projections for Fiscal 2004

                                   Year ending      % change      Year ended  
                                                                              
                                    March 2004     from FY03      March 2003  
                                                                              
                                                                              
                                                                              
                                    � millions                    � millions  
                                                                              
Net sales                             �635,000         4.3%         �608,880  
                                                                              
Operating income                        41,000         85.7           22,080  
                                                                              
Income before income taxes              42,000        132.3           18,081  
                                                                              
Net income                              30,000        149.6           12,019  
                                                                              

                                                                               

Non-Consolidated Projections for Fiscal 2004

                            Year ending       % change        Year ended   
                                                                           
                             March 2004       from FY03       March 2003   
                                                                           
                                                                           
                                                                           
                             � millions                       � millions   
                                                                           
Net sales                       �321,000          0.1%           �320,697  
                                                                           
Operating income                   8,000         151.4              3,182  
                                                                           
Current income                    13,000          43.2              9,078  
                                                                           
Net income                         7,000             -                133  
                                                                           

Cautionary Statement About Projections

This earnings release contains forward-looking statements, including
projections, plans, policies, management strategies, targets, schedules,
understandings and evaluations, about TDK and its group companies that are not
historical facts. These forward-looking statements are based on current
forecasts, estimates, assumptions, plans, beliefs and evaluations in light of
information available to management on the date of this earnings release.

In preparing forecasts and estimates, TDK and its group companies have used as
their basis, certain assumptions as necessary, in addition to confirmed
historical facts. However, due to their nature, there is no guarantee that
these statements and assumptions will prove to be accurate in the future. TDK
therefore wishes to caution readers that these statements, facts and certain
assumptions contained in this earnings release are subject to a number of risks
and uncertainties and may prove to be inaccurate.

The electronics markets in which TDK and its group companies operate are highly
susceptible to rapid changes. Furthermore, TDK and its group companies operate
not only in Japan, but in many other countries. As such, factors that can have
significant effects on its results include, but are not limited to, shifts in
technology, demand, prices, competition, economic environments and foreign
exchange rates.

The premises and assumptions used in computing the projections in this earnings
release include, but are not limited to, those explained above.

 

                                                                   Consolidated

4) Statements of income

           FY2003                       FY2002           
                                                         
Term (April 1, 2002 - March 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                            
Item (Yen millions)  % (U.S.$ thousands) (Yen millions) % (Yen millions)  %
                                                                           
Net sales    608,880 100.0 5,074,000 570,511 100.0  38,369  6.7
                                                               
Cost of                                                        
sales        459,616  75.5 3,830,133 464,620  81.4 (5,004) -1.1
                                                               
  Gross profit 149,264 24.5 1,243,867  105,891 18.6   43,373  41.0
                                                                  
Selling,                                                          
general and                                                       
administrative                                                    
expenses       121,839 20.0 1,015,325  123,741 21.7  (1,902)  -1.5
                                                                  
Restructuring                                                     
cost             5,345  0.9    44,542   25,872  4.6 (20,527) -79.3
                                                                  
  Operating                                                       
  income                                                          
  (loss)        22,080  3.6   184,000 (43,722) -7.7   65,802     -
                                                                  
Other income                                                      
(deductions):                                                     
                                                                  
  Interest and                                                    
  dividend                                                        
  income         1,379         11,491    2,033         (654)      
                                                                  
  Interest                                                        
  expense        (577)        (4,808)  (1,264)           687      
                                                                  
  Foreign                                                         
  exchange                                                        
  gain (loss)  (1,482)       (12,350)      618       (2,100)      
                                                                  
  Other-net    (3,319)       (27,658)  (1,362)       (1,957)      
                                                                  
Total other                                                       
income                                                            
(deductions)   (3,999) -0.6  (33,325)       25  0.0  (4,024)     -
                                                                  
  Income                                                          
  (loss)                                                          
   before                                                         
  income taxes  18,081  3.0   150,675 (43,697) -7.7   61,778     -
                                                                  
Income taxes     5,296  0.9    44,133 (16,994) -3.0   22,290     -
                                                                  
  Income                                                          
  (loss)                                                          
   before                                                         
  minority                                                        
  interests     12,785  2.1   106,542 (26,703) -4.7   39,488     -
                                                                  
Minority                                                          
interests        (766) -0.1   (6,384)      932  0.2  (1,698)     -
                                                                  
  Net income                                                      
  (loss)        12,019  2.0   100,158 (25,771) -4.5   37,790     -
                                                                  
Net income (loss) per   Yen               Yen   
common share           90.56  U.S.$0.75 (193.91)
                                                
  Average common shares            132,716                                
  outstanding                     thousands           132,900 thousands   
                                                                          

Notes:

1.   The figures for net income (loss) per common share are calculated based   
     upon the weighted average number of shares of common stock (the total     
     outstanding number).                                                      
                                                                               
2.   TDK adopted the Emerging Issues Task Force Issue 01-9 ("EITF 01-9"),      
     "Accounting for Consideration Given by a Vendor to a Customer (Including a
     Reseller of the Vendor's Products)" from the fiscal year beginning        
     April 1, 2002 and the prior year's consolidated financial statements have 
     been restated for the change, accordingly.                                
                                                                               
3.   U.S.$1=Yen 120                                                            
                                                                               

U.S.$1=Yen 120

                                                                               

                                                                   Consolidated

5) Balance sheets

                                    ASSETS                                                                      
                                                                                                                
         Term                As of March 31, 2003                     As of Mar. 31, 2002            Change     
                                                                                                                
Item            (Yen millions)        %       (U.S.$ thousands)   (Yen millions)        %        (Yen millions) 
                                                                                                                
Current                                                                                                         
assets              420,962          56.3          3,508,017          399,206          53.2           21,756    
                                                                                                                
  Cash and                                                                                                      
  cash                                                                                                          
  equivalents       170,551                        1,421,258          125,761                         44,790    
                                                                                                                
  Net trade                                                                                                     
  receivables       140,023                        1,166,859          142,827                        (2,804)    
                                                                                                                
  Inventories        73,917                          615,975           91,149                       (17,232)    
                                                                                                                
  Other                                                                                                         
  current                                                                                                       
  assets             36,471                          303,925           39,469                        (2,998)    
                                                                                                                
Noncurrent                                                                                                      
assets              326,375          43.7          2,719,791          350,704          46.8         (24,329)    
                                                                                                                
  Investments                                                                                                   
  and                                                                                                           
  advances           22,578                          188,150           24,265                        (1,687)    
                                                                                                                
  Net                                                                                                           
  property,                                                                                                     
  plant and                                                                                                     
  equipment         225,907                        1,882,558          265,590                       (39,683)    
                                                                                                                
  Other                                                                                                         
  assets             77,890                          649,083           60,849                         17,041    
                                                                                                                
     TOTAL          747,337         100.0          6,227,808          749,910         100.0          (2,573)    
                                                                                                                
                                                                                                                
                                                                                                                

                                                                               

          LIABILITIES AND STOCKHOLDERS' EQUITY           
                                                         
Term As of March 31, 2003  As of Mar. 31, 2002  Change
                                                      
Item (Yen millions) % (U.S.$ thousands) (Yen millions) % (Yen millions)
                                                                       
Current                                                       
liabilities      105,014 14.0   875,117  110,341 14.7  (5,327)
                                                              
  Short-term                                                  
  debt             1,919         15,992    2,312         (393)
                                                              
  Trade                                                       
  payables        56,960        474,667   52,609         4,351
                                                              
  Accrued                                                     
  expenses        25,852        215,433   23,757         2,095
                                                              
  Income taxes     1,057          8,808    2,546       (1,489)
                                                              
  Other current                                               
  liabilities     19,226        160,217   29,117       (9,891)
                                                              
Noncurrent                                                    
liabilities       85,078 11.4   708,983   51,049  6.8   34,029
                                                              
  Long-term                                                   
  debt,                                                       
  excluding                                                   
  current                                                     
  installments        94            783      459         (365)
                                                              
  Retirement                                                  
  and severance                                               
  benefits        84,971        708,092   49,992        34,979
                                                              
  Deferred                                                    
  income taxes        13            108      598         (585)
                                                              
    Total                                                     
    liabilities  190,092 25.4 1,584,100  161,390 21.5   28,702
                                                              
Minority                                                      
interests          3,360  0.5    28,000    4,593  0.6  (1,233)
                                                              
  Common stock    32,641        272,008   32,641             -
                                                              
  Additional                                                  
  paid-in                                                     
  capital         63,051        525,425   63,051             -
                                                              
  Legal reserve   15,953        132,942   15,683           270
                                                              
  Retained                                                    
  earnings       525,919      4,382,658  520,143         5,776
                                                              
  Accumulated                                                 
  other                                                       
  comprehensive                                               
  income (loss) (78,824)      (656,867) (43,999)      (34,825)
                                                              
  Treasury                                                    
  stock          (4,855)       (40,458)  (3,592)       (1,263)
                                                              
    Total                                                       
    stockholders'                                               
    equity        553,885  74.1 4,615,708 583,927  77.9 (30,042)
                                                                
        TOTAL     747,337 100.0 6,227,808 749,910 100.0  (2,573)
                                                                
  Total common shares      132,625                             132,860     
  outstanding             thousands  thousands                             
                                                                           

Note: U.S.$1 = Yen 120

                                                                   Consolidated

6) Statements of stockholders' equity

                 FY2003                          FY2002             
                                                                    
Term (April 1, 2002 - Mar. 31, 2003) (April 1, 2001 - Mar. 31, 2002)
                                                                    
Item    (Yen millions)     (U.S.$ thousands)     (Yen millions)  
                                                                 
Common stock:                                                   
                                                                
  Balance at beginning of period       32,641   272,008   32,641
                                                                
  Balance at end of period             32,641   272,008   32,641
                                                                
Additional paid-in capital:                                     
                                                                
  Balance at beginning of period       63,051   525,425   63,051
                                                                
  Balance at end of period             63,051   525,425   63,051
                                                                
Legal reserve:                                                  
                                                                
  Balance at beginning of period       15,683   130,692   13,409
                                                                
  Transferred from retained earnings      270     2,250    2,274
                                                                
  Balance at end of period             15,953   132,942   15,683
                                                                
Retained earnings:                                              
                                                                
  Balance at beginning of period      520,143 4,334,525  556,165
                                                                
  Net income (loss)                    12,019   100,158 (25,771)
                                                                
  Cash dividends                      (5,973)  (49,775)  (7,977)
                                                                
  Transferred to legal reserve          (270)   (2,250)  (2,274)
                                                                
  Balance at end of period            525,919 4,382,658  520,143
                                                                
Accumulated other comprehensive                                 
income (loss):                                                  
                                                                
  Balance at beginning of period     (43,999) (366,659) (24,851)
                                                                
  Other comprehensive income (loss)                             
  for the period, net of tax         (34,825) (290,208) (19,148)
                                                                
  Balance at end of period           (78,824) (656,867) (43,999)
                                                                
Treasury stock:                                                 
                                                                
  Balance at beginning of period      (3,592)  (29,933)  (2,666)
                                                                
  Acquisition of treasury stock       (1,263)  (10,525)    (926)
                                                                
  Balance at end of period            (4,855)  (40,458)  (3,592)
                                                                
Total stockholders' equity            553,885 4,615,708  583,927
                                                                
Disclosure of comprehensive income                              
(loss):                                                         
                                                                
  Net income (loss) for the period     12,019   100,158 (25,771)
                                                                
  Other comprehensive income (loss)                             
   for the period, net of tax        (34,825) (290,208) (19,148)
                                                                
Total comprehensive income (loss)                               
 for the period                      (22,806) (190,050) (44,919)
                                                                

Note: U.S.$1 = Yen 120  

                                                                   Consolidated

7) Statements of cash flows

                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        
                    FY2003                           FY2002             
                                                                        
Term  (April 1, 2002 - March 31, 2003)  (April 1, 2001 - Mar. 31, 2002) 
                                                                        
         (Yen millions)                                                
                                                                       
Item                          (U.S.$ thousands)       (Yen millions)   
                                                                       
Cash flows from operating activities:                                  
                                                                       
  Net income (loss)                           12,019   100,158 (25,771)
                                                                       
  Adjustments to reconcile net income                                  
  (loss) to net cash provided by operating                             
  activities:                                                          
                                                                       
    Depreciation and amortization             57,789   481,575   61,920
                                                                       
    Loss on disposal of property and                                   
    equipment                                  4,845    40,375    6,436
                                                                       
    Deferred income taxes                      2,435    20,292 (13,797)
                                                                       
    Loss on securities                         3,298    27,483      207
                                                                       
    Changes in assets and liabilities:                                 
                                                                       
      Decrease (increase) in trade                                     
      receivables                            (2,256)  (18,800)   18,517
                                                                       
      Decrease in inventories                 14,277   118,975   28,776
                                                                       
      Increase (decrease) in trade payables    6,691    55,758 (14,806)
                                                                       
      Decrease in income taxes               (1,393)  (11,608) (17,181)
                                                                       
    Other-net                                  6,653    55,442  (2,797)
                                                                       
Net cash provided by operating activities    104,358   869,650   41,504
                                                                       
Cash flows from investing activities:                                  
                                                                       
    Capital expenditures                    (41,451) (345,425) (58,777)
                                                                       
    Proceeds from sale of investments          1,511    12,592      323
                                                                       
    Payment for purchase of investments      (7,306)  (60,883)  (3,116)
                                                                       
    Other-net                                    601     5,008    3,667
                                                                       
Net cash used in investing activities       (46,645) (388,708) (57,903)
                                                                       
Cash flows from financing activities:                                  
                                                                       
    Proceeds from long-term debt                 211     1,758       46
                                                                       
    Repayment of long-term debt                (646)   (5,383)    (777)
                                                                       
    Decrease in short-term debt                (254)   (2,117)  (3,568)
                                                                       
    Payment to acquire treasury stock        (1,263)  (10,525)    (926)
                                                                       
    Dividends paid                           (5,973)  (49,775)  (7,977)
                                                                       
Net cash used in financing activities        (7,925)  (66,042) (13,202)
                                                                       
Effect of exchange rate changes on cash and                            
cash equivalents                             (4,998)  (41,650)    4,445
                                                                       
Net increase (decrease) in cash and cash                               
equivalents                                   44,790   373,250 (25,156)
                                                                       
Cash and cash equivalents at beginning of                              
period                                       125,761 1,048,008  150,917
                                                                       
Cash and cash equivalents at end of period   170,551 1,421,258  125,761
                                                                       

Note: U.S.$1 = Yen 120  

                                                                   Consolidated

8) Summary of Significant Accounting Policies

1.     The consolidated financial statements are prepared in conformity with
U.S. GAAP.

(1) Marketable Securities                                                   
         Statement of Financial Accounting Standards ("SFAS") No.115,       
    "Accounting for Certain Investments in Debt and Equity Securities" is   
    adopted.                                                                
                                                                            
                                                                            
                                                                            
(2) Inventories                                                             
         Inventories are stated at the lower of cost or market. Cost is     
    determined principally by the average method.                           
                                                                            
                                                                            
                                                                            
(3) Depreciation                                                            
         Depreciation of property, plant and equipment is principally       
    computed by the declining-balance method for assets located in Japan and
    of certain foreign subsidiaries, and by the straight-line method for    
    assets of other foreign subsidiaries based on estimated useful lives.   
                                                                            
                                                                            
                                                                            
(4) Income Taxes                                                            
         Income taxes are accounted for under the asset and liability       
    method. Deferred tax assets and liabilities are recognized for the      
    estimated future tax consequences attributable to differences between   
    the financial statement carrying amounts of existing assets and         
    liabilities and their respective tax base and operating loss and tax    
    credit carryforwards.                                                   
                                                                            
                                                                            
                                                                            
(5) Derivatives Financial Instruments                                       
         SFAS No.133, "Accounting for Derivative Instruments and Hedging    
    Activities" and SFAS No.138, "Accounting for Certain Derivative         
    Instruments and Certain Hedging Activities, an amendment of FASB        
    Statement No.133" are adopted.                                          
                                                                            
                                                                            
                                                                            
(6) Goodwill and Other Intangible Assets                                    
         SFAS No.141, "Business Combinations" and SFAS No.142, "Goodwill and
    Other Intangible Assets" are adopted.                                   
                                                                            

2.     During this consolidated accounting period, TDK had 72 subsidiaries (20
in Japan and 52 overseas). TDK also had 8 affiliates (5 in Japan and 3
overseas) whose financial statements are accounted for by the equity method.
     The principal alterations were coordination and dissolution of certain
subsidiaries in Japan, an acquisition of a communication equipment power switch
manufacturing and marketing company in the United States and establishment of a
subsidiary in Shanghai, China.

3.     Comprehensive income comprises net income and other comprehensive
income. Other comprehensive income includes changes in foreign currency
translation adjustments, minimum pension liability adjustments and net
unrealized gains (losses) on securities. The net income (loss), other
comprehensive income (loss) and total comprehensive income (loss) for the
fiscal year ended Mar. 31, 2003 and 2002 were as follows;

                              FY2003                             FY2002             
                                                                                    
         Term    (April 1, 2002 - March 31, 2003)    (April 1, 2001 - Mar. 31, 2002)
                                                                                    
Item            (Yen millions)   (U.S.$ thousands)           (Yen millions)         
                                                                                    
Net income                                                                          
(loss)               12,019            100,158                    (25,771)          
                                                                                    
Other                                                                               
comprehensive                                                                       
income                                                                              
(loss), net                                                                         
of tax:                                                                             
                                                                                    
  Foreign                                                                           
  currency                                                                          
  translation                                                                       
  adjustments      (18,747)          (156,225)                      16,025          
                                                                                    
  Minimum                                                                           
  pension                                                                           
  liability                                                                         
  adjustments      (15,809)          (131,741)                    (35,881)          
                                                                                    
  Net                                                                               
  unrealized                                                                        
  gains                                                                             
  (losses) on                                                                       
  securities          (269)            (2,242)                         708          
                                                                                    
                                                                                    
                                                                                    
Total                                                                               
comprehensive                                                                       
income (loss)      (22,806)          (190,050)                    (44,919)          
                                                                                    

Note: U.S.$1 = Yen 120  

                                                                   Consolidated

4.     Adoption of new accounting standards

(1)   Accounting for Consideration Given by a Vendor to a Customer (Including a
      Reseller of the Vendor's Products)                                       
           In May 2000, the Emerging Issues Task Force reached a final         
      consensus on Issue 00-14 ("EITF 00-14"), "Accounting for Certain Sales   
      Incentives". EITF 00-14 addresses accounting and reporting standards for 
      sales incentives such as coupons or rebates that are provided by vendors 
      or manufacturers and are exercisable by customers at the point of sale.  
           In April 2001, the Emerging Issues Task Force also reached a final  
      consensus on a portion of Issue 00-25 ("EITF 00-25"), "Vendor Income     
      Statement Characterization of Consideration to a Purchaser of the        
      Vendor's Products or Services". EITF 00-25 addresses the income statement
      characterization of consideration, other than that directly addressed in 
      EITF 00-14, from a vendor (typically a manufacturer or distributor) to a 
      customer (typically a retailer or wholesaler) in connection with the sale
      to the customer of the vendor's products or promotion of sales of the    
      vendor's products by the customer.                                       
           In November 2001, EITF 00-14 and EITF 00-25 were subsequently       
      codified in and superseded by Issue 01-9 ("EITF 01-9"), "Accounting for  
      Consideration Given by a Vendor to a Customer (Including a Reseller of   
      the Vendor's Products)" on which the Emerging Issues Task Force reached a
      final consensus. TDK adopted EITF 01-9 on April 1, 2002. The adoption of 
      EITF 01-9 did not have a material effect on TDK's consolidated financial 
      position or results of operations.                                       
                                                                               
                                                                               
                                                                               
(2)   Accounting for the Impairment or Disposal of Long-Lived Assets           
           In August 2001, the Financial Accounting Standards Board issued     
      Statement of Financial Accounting Standards No. 144 ("SFAS 144"),        
      "Accounting for the Impairment or Disposal of Long-Lived Assets" which   
      supersedes both Statement of Financial Accounting Standards No. 121      
      ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of" and the accounting and reporting    
      provisions of APB Opinion No. 30 ("Opinion 30"), "Reporting the Results  
      of Operations - Reporting the Effects of Disposal of a Segment of a      
      Business, and Extraordinary, Unusual and Infrequently Occurring Events   
      and Transactions", for the disposal of a segment of a business (as       
      previously defined in that Opinion).                                     
           SFAS 144 retains the fundamental provisions in SFAS 121 for         
      recognizing and measuring impairment losses on long-lived assets held for
      use and long-lived assets to be disposed of by sale, while also resolving
      significant implementation issues associated with SFAS 121. TDK adopted  
      SFAS 144 on April 1, 2002. The adoption of SFAS 144 did not have a       
      material effect on TDK's consolidated financial position or results of   
      operations.                                                              
                                                                               
                                                                               
                                                                               
(3)   Accounting for Costs Associated with Exit or Disposal Activities         
           In June 2002, the Financial Accounting Standards Board issued       
      Statement of Financial Accounting Standards No. 146 ("SFAS 146"),        
      "Accounting for Costs Associated with Exit or Disposal Activities". SFAS 
      146 addresses financial accounting and reporting for costs associated    
      with exit or disposal activities and nullifies Emerging Issues Task Force
      Issue 94-3, "Liability Recognition for Certain Employee Termination      
      Benefits and Other Costs to Exit an Activity (including Certain Costs    
      Incurred in a Restructuring)." The provisions of SFAS 146 are effective  
      for exit or disposal activities that are initiated after December 31,    
      2002. The adoption of SFAS 146 did not have a material effect on TDK's   
      consolidated financial position and results of operations.               
                                                                               
                                                                               
                                                                               
(4)   Guarantor's Accounting and Disclosure Requirements for Guarantees        
           In November 2002, the Financial Accounting Standards Board issued   
      FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and       
      Disclosure Requirements for Guarantees, Including Indirect Guarantees of 
      Indebtedness of Others". FIN 45 requires that a liability be recorded in 
      the guarantor's balance sheet upon issuance of a guarantee. In addition, 
      FIN 45 requires disclosures about the guarantees that an entity has      
      issued, including a rollforward of the entity's product warranty         
      liabilities. TDK adopted the recognition provisions of FIN 45            
      prospectively to guarantees issued after December 31, 2002. The          
      disclosure provisions of FIN 45 are effective for consolidated financial 
      statements as of March 31, 2003. The adoption of FIN 45 did not have a   
      material effect on TDK's consolidated financial position and results of  
      operations.                                                              
                                                                               
                                                                               
                                                                               
(5)   Accounting for Stock-Based Compensation - Transition and Disclosure      
           In December 2002, the Financial Accounting Standards Board issued   
      Statement of Financial Accounting Standards No. 148 ("SFAS 148"),        
      "Accounting for Stock-Based Compensation - Transition and Disclosure",   
      which amends FASB Statement No. 123 ("SFAS 123"), "Accounting for        
      Stock-Based Compensation". SFAS 148 provides alternative methods of      
      transition for a voluntary change to the fair value based method of      
      accounting for stock-based employee compensation. In addition, SFAS 148  
      amends the disclosure requirements of SFAS 123 to require more prominent 
      and more frequent disclosures in financial statements about the effects  
      of stock-based compensation. The transition guidance and annual          
      disclosure provisions of SFAS 148 are effective for fiscal years ending  
      after December 15, 2002. The adoption of SFAS 148 did not have a material
      effect on TDK's consolidated financial position and results of           
      operations.                                                              
                                                                               

                                                                               

                                                                   Consolidated

9) Segment Information

     The following industry and geographic segment information are required by
the Japanese Securities Exchange Law. Segment information is unaudited.
     TDK adopted the Emerging Issues Task Force Issue 01-9 ("EITF 01-9"),
"Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products)" from the fiscal year beginning April 1,
2002 and the prior year's consolidated financial statements have been restated
for the change, accordingly.

1.     Industry segment information

                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                   FY2003                           FY2002                              
                                                                                        
Term  (April 1, 2002 - March 31, 2003)  (April 1, 2001 - Mar. 31, 2002)      Change     
                                                                                        
                                                                                        
                                                                                        
                    %                                                                   
                                                                                        
Item (Yen millions)   (U.S.$ thousands)        (Yen millions)         % (Yen millions) %
                                                                                        
Electronic                                                           
materials and                                                        
components                                                           
                                                                     
  Net sales      472,529 100.0 3,937,742  432,886 100.0   39,643  9.2
                                                                     
    Unaffiliated                                                     
    customers    472,529       3,937,742  432,886         39,643  9.2
                                                                     
    Intersegment       -               -        -              -    -
                                                                     
  Operating                                                          
  expenses       451,993  95.7 3,766,608  469,232 108.4 (17,239) -3.7
                                                                     
  Operating                                                          
  income (loss)   20,536   4.3   171,134 (36,346)  -8.4   56,882    -
                                                                     
Recording media                                                      
& systems                                                            
                                                                     
  Net sales      136,351 100.0 1,136,258  137,625 100.0  (1,274) -0.9
                                                                     
    Unaffiliated                                                     
    customers    136,351       1,136,258  137,625        (1,274) -0.9
                                                                     
    Intersegment       -               -        -              -    -
                                                                     
  Operating                                                          
  expenses       134,807  98.9 1,123,392  145,001 105.4 (10,194) -7.0
                                                                     
  Operating                                                          
  income (loss)    1,544   1.1    12,866  (7,376)  -5.4    8,920    -
                                                                     
TOTAL                                                                
                                                                     
  Net sales      608,880 100.0 5,074,000  570,511 100.0   38,369  6.7
                                                                     
    Unaffiliated                                                     
    customers    608,880       5,074,000  570,511         38,369  6.7
                                                                     
    Intersegment       -               -        -              -    -
                                                                     
  Operating                                                          
  expenses       586,800  96.4 4,890,000  614,233 107.7 (27,433) -4.5
                                                                     
  Operating                                                          
  income (loss)   22,080   3.6   184,000 (43,722)  -7.7   65,802    -
                                                                     

Note: U.S.$1 = Yen 120

 

2.     Geographic segment information

                                                   
                                                   
                                                   
                                                   
                                                   
                                                   
              FY2003              FY2002           
                                                   
  Term (April 1, 2002 - March 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                              
Region (Yen millions) % (U.S.$ thousands) (Yen millions) % (Yen millions) %
                                                                           
Japan        Net sales        334,882 100.0 2,790,683  328,214 100.0  6,668   2.0
                                                                                 
             Operating income                                                    
             (loss)             5,193   1.6    43,275 (33,252) -10.1 38,445     -
                                                                                 
Americas     Net sales        101,784 100.0   848,200  101,910 100.0  (126)  -0.1
                                                                                 
             Operating income                                                    
             (loss)           (1,082)  -1.1   (9,017) (12,712) -12.5 11,630  91.5
                                                                                 
Europe       Net sales         78,462 100.0   653,850   78,941 100.0  (479)  -0.6
                                                                                 
             Operating income                                                    
             (loss)           (3,547)  -4.5  (29,558)  (3,184)  -4.0  (363) -11.4
                                                                                 
Asia and                                                                         
others       Net sales        314,918 100.0 2,624,317  268,364 100.0 46,554  17.3
                                                                                 
             Operating income  20,640   6.6   172,000    1,700   0.6 18,940     -
                                                                                 
Intersegment                                                                     
eliminations Net sales        221,166       1,843,050  206,918       14,248      
                                                                                 
             Operating income                                                    
             (loss)             (876)         (7,300)  (3,726)        2,850      
                                                                                 
Total        Net sales        608,880 100.0 5,074,000  570,511 100.0 38,369   6.7
                                                                                 
             Operating income                                                    
             (loss)            22,080   3.6   184,000 (43,722)  -7.7 65,802     -
                                                                                 

Notes:

1. The sales are classified by geographic areas of the seller and include   
   transfers between geographic areas.                                      
                                                                            
2. U.S.$1 = Yen 120                                                         
                                                                            

 

3.     Sales by region

                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                  FY2003                          FY2002                    
                                                                            
                                                                            
                                                                            
Term (April 1, 2002 - March 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                            
                                                                            
                                                                            
                                                          %                 
                                                                            
Region (Yen millions) % (U.S.$ thousands) (Yen millions)    (Yen millions) %
                                                                            
Americas      106,060  17.4   883,833 109,452  19.2 (3,392) -3.1
                                                                
Europe         78,740  12.9   656,167  79,639  13.9   (899) -1.1
                                                                
Asia and                                                        
others        258,577  42.5 2,154,808 216,616  38.0  41,961 19.4
                                                                
Overseas                                                        
sales total   443,377  72.8 3,694,808 405,707  71.1  37,670  9.3
                                                                
                                                                
                                                                
Japan         165,503  27.2 1,379,192 164,804  28.9     699  0.4
                                                                
                                                                
                                                                
Net sales     608,880 100.0 5,074,000 570,511 100.0  38,369  6.7
                                                                

Notes:

1.   Sales by region are classified by geographic areas of the buyer.          
                                                                               
2.   U.S.$1 = Yen 120                                                          
                                                                               

                                                                               

                                                                               

                                                                   Consolidated

10) Fair Value of Securities

                                        Gross            Gross                 
                                                                               
                                      Unrealized       Unrealized       Fair   
                                                                               
   (Yen millions)         Cost      Holding Gains    Holding Losses     Value  
                                                                               
As of March 31, 2003                                                           
                                                                               
    Equity securities     3,455             122              11         3,566  
                                                                               
    Debt securities       2,495               3               -         2,498  
                                                                               
  Total                   5,950             125              11         6,064  
                                                                               
As of March 31, 2002                                                           
                                                                               
    Equity securities     4,389             596               -         4,985  
                                                                               
    Debt securities       3,274              24               -         3,298  
                                                                               
  Total                   7,663             620               -         8,283  
                                                                               

                                                                               

                                                                               

                                        Gross           Gross                  
                                                                               
U.S.$1=Yen 120                       Unrealized       Unrealized        Fair   
                                                                               
(U.S.$ thousands)         Cost      Holding Gains   Holding Losses     Value   
                                                                               
As of March 31, 2003                                                           
                                                                               
    Equity                                                                     
    securities           28,791         1,017              92          29,716  
                                                                               
    Debt securities      20,792            25               -          20,817  
                                                                               
  Total                  49,583         1,042              92          50,533  
                                                                               

11) Fair Value of Derivatives

                                       Contract    Carrying    Estimated Fair  
                                                                               
(Yen millions)                          Amount      Amount         Value       
                                                                               
As of March 31, 2003                                                           
                                                                               
  Forward foreign exchange                                                     
  contracts                             19,016          39              39     
                                                                               
  Currency swap agreements and                                                 
  interest rate and currency swap                                              
  agreements for loans to its                                                  
  subsidiaries                          13,794       (287)           (287)     
                                                                               
As of March 31, 2002                                                           
                                                                               
  Forward foreign exchange                                                     
  contracts                              7,576        (59)            (59)     
                                                                               
  Currency swap agreements and                                                 
  interest rate and currency swap                                              
  agreements for loans to its                                                  
  subsidiaries                          13,268       (315)           (315)     
                                                                               
                                                                               
                                                                               

                                                                               

                                    Contract      Carrying     Estimated Fair   
                                                                                
(U.S.$ thousands) U.S.$1=Yen 120     Amount        Amount           Value       
                                                                                
As of March 31, 2003                                                            
                                                                                
  Forward foreign exchange                                                      
  contracts                          158,467           325              325     
                                                                                
  Currency swap agreements and                                                  
  interest rate and currency                                                    
  swap agreements for loans to                                                  
  its subsidiaries                   114,950       (2,392)          (2,392)     
                                                                                

 

                                                               NON-Consolidated

12) Statements of income

                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
               FY2003                     FY2002               
                                                               
Term (April 1, 2002 - Mar. 31, 2003) (April 1, 2001 - Mar. 31, 2002) Change
                                                                           
                                                                     
                                                                     
                    %                             %                  
                                          (Yen                       
Item (Yen millions)   (U.S.$ thousands) millions)   (Yen millions)  %
                                                                     
Income                                                       
                                                             
Sales         320,697 100.0 2,672,475 317,811 100.0 2,886 0.9
                                                             
Other income    9,473          78,941  17,897                
                                                             
                                                               
                                                               
         330,171             2,751,425          335,709        
                                                               
Costs and expenses                                           
                                                             
Cost of sales           262,053     2,183,775   267,053      
                                                             
S.G.A. expenses          55,461       462,175    59,265      
                                                             
Interest expenses            18           150       104      
                                                             
Other expenses            3,559        29,658     1,705      
                                                             
                321,092     2,675,766 328,128                 
                                                              
Current income    9,078 2.8    75,650   7,580  2.4  1,498 19.8
                                                              
Extraordinary                                                 
profit              351         2,925     365                 
                                                              
Extraordinary                                                 
loss              7,806        65,050  16,718                 
                                                              
Income (loss)                                                 
 before income                                                
taxes             1,623 0.5    13,525 (8,772) -2.8 10,395    -
                                                              
Income taxes                                                  
                                                              
Current          (987)          (8,225)        (939)         
                                                             
Deferred         2,477           20,641      (4,039)         
                                                             
Net income (loss)     133  0.0  1,108   (3,794)  -1.2  3,927 -
                                                              

Note: U.S.$1=Yen 120

                                                               NON-Consolidated

13) Balance sheets

                                    ASSETS                                     

Term    As of Mar. 31, 2003     As of Mar. 31, 2002   Change 
                                                             
                                                                       
                                                                       
                    %                                                  
                                                                       
Item (Yen millions)   (U.S.$ thousands) (Yen millions) % (Yen millions)
                                                                       
Current assets                                                
                                                              
  Cash           55,240         460,333  50,673          4,567
                                                              
  Marketable                                                  
  securities     11,399          94,991       -         11,399
                                                              
  Trade                                                       
  receivables                                                 
                                                              
    Notes         4,429          36,908   5,179          (750)
                                                              
    Accounts     70,136         584,466  74,825        (4,689)
                                                              
    Allowance                                                 
    for                                                       
    doubtful                                                  
    receivables   (112)           (933)   (270)            158
                                                              
  Net trade                                                   
  receivables    74,454         620,450  79,734        (5,280)
                                                              
  Inventories    26,136         217,800  29,459        (3,323)
                                                              
  Prepaid                                                     
  expenses and                                                
  other current                                               
  assets         57,686         480,716  48,986          8,700
                                                              
Total current                                                 
assets          224,917  44.1 1,874,308 208,854  40.0   16,063
                                                              
Investments and                                               
advances                                                      
                                                              
  Investments                                                 
  in securities   8,885          74,041   8,267            618
                                                              
  Share of                                                    
  subsidiaries  103,085         859,041 106,472        (3,387)
                                                              
  Other          37,469         312,241  56,491       (19,022)
                                                              
  Allowance for                                               
  doubtful                                                    
  receivables     (632)         (5,266)   (741)            109
                                                              
Total                                                         
investments and                                               
advances        148,807  29.2 1,240,058 170,489  32.7 (21,682)
                                                              
Property, plant                                               
and equipment                                                 
                                                              
  Land           14,929         124,408  16,511        (1,582)
                                                              
  Buildings      43,811         365,091  46,899        (3,088)
                                                              
  Machinery and                                               
  equipment      57,451         478,758  65,887        (8,436)
                                                              
  Construction                                                
  in progress     7,545          62,875   9,811        (2,266)
                                                              
Total property,                                               
plant and                                                     
equipment       123,737  24.3 1,031,141 139,109  26.6 (15,372)
                                                              
Other assets     12,097   2.4   100,808   3,687   0.7    8,410
                                                              
       TOTAL    509,561 100.0 4,246,341 522,140 100.0 (12,579)
                                                              

Note:U.S.$1=Yen 120

                                                                               

                                                               NON-Consolidated

                     LIABILITIES AND STOCKHOLDERS' EQUITY                      

Term        As of Mar. 31, 2003         As of Mar. 31, 2002     Change    
                                                                          
                                                                          
                                                                          
                    %                                                     
                                                                          
Item (Yen millions)   (U.S.$ thousands)  (Yen millions)   % (Yen millions)
                                                                          
Current liabilities                                                 
                                                                    
  Trade payables                                                    
  accounts             32,843         273,691  35,999        (3,156)
                                                                    
  Accrued expenses      8,387          69,891   8,985          (598)
                                                                    
  Accrued income                                                    
  taxes                    52             433       -             52
                                                                    
  Other current                                                     
  liabilities          19,389         161,575  28,322        (8,933)
                                                                    
Total current                                                       
liabilities            60,672  11.9   505,600  73,308  14.0 (12,636)
                                                                    
Retirement and                                                      
severance benefits     29,337         244,475  21,803          7,534
                                                                    
Directors' retirement                                               
allowance                 309           2,575     589          (280)
                                                                    
Total liabilities      90,319  17.7   752,658  95,701  18.3  (5,382)
                                                                    
Stockholders' equity                                                
                                                                    
  Common stock         32,641   6.4   272,008  32,641   6.3        -
                                                                    
  Additional paid-in                                                
  capital              59,256         493,800  59,256              -
                                                                    
  Legal reserve         8,160          68,000   8,160              -
                                                                    
  Retained earnings   323,999  63.6 2,699,991 329,838  63.2  (5,839)
                                                                    
  Unrealized holding                                                
  gain (loss) on                                                    
  other securities         37             308     133           (96)
                                                                    
  Treasury stock      (4,854)        (40,450) (3,592)        (1,262)
                                                                    
Total stockholders'                                                 
equity                419,241  82.3 3,493,675 426,439  81.7  (7,198)
                                                                    
       TOTAL          509,561 100.0 4,246,341 522,140 100.0 (12,579)
                                                                    

Note:U.S.$1=Yen 120

 

14) Management Changes

1.  Candidates for election to the board of corporate auditors               
                                                                             

                                                                               

    Masaaki Miyoshi       (President, Korea TDK Co., Ltd.)                     
    Kazutaka Kubota*      (President, ASAHIGIN SYSTEMS Co., LTD.)              
    Kaoru Matsumoto*      (CERTIFIED PUBLIC ACCOUNTANT, MATSUMOTO & Co.)       
                                                                               

                               * External Corporate Auditor

2.  Retiring corporate auditors                                             
                                                                            
                                                                            
                                                                            
    Yutaka Mori                                                             
                                                                            
    Hiromi Kitagawa*                                                        
                                                                            
                     * External Corporate Auditor                           
                                                                            

                                                                               

Supplementary Information

     Ratio of results on a Consolidated basis to results on a NON-Consolidated
basis

                                         
                                         
                                         
                                         
                                         
                                         
           Ratio of the previous         
                                         
    Ratio of the FY2003     fiscal year  
                                         
                                         
                                         
Net sales                         1.9 1.8
                                         
Operating income                  6.9   -
                                         
Income before income taxes       11.1   -
                                         
Net income                       90.4   -
                                         

Exchange rates used for conversion

          Term April 1, 2002 - March 31, 2003  April 1, 2001 - March 31, 2002
                                                                             
Item              US$=Yen          Euro=Yen      US$=Yen         Euro=Yen    
                                                                             
Sales               121.98           120.88        124.98          110.44    
                                                                             
The end of the                                                               
period              120.20           129.83        133.25          116.14    
                                                                             

NON-Consolidated

          Term      April 1, 2002 - March 31, 2003        April 1, 2001 - March 31, 2002                
                                                                                                        
                     Amount            Ratio to sales     Amount              Ratio to sales    Change  
                                                                                                        
Item             (Yen millions)                 (%)   (Yen millions)                  (%)         (%)   
                                                                                                        
Investment in                                                                                           
facilities           24,959                   -           34,563                    -            -27.8  
                                                                                                        
Depreciation                                                                                            
expenses             26,529                 8.3           25,272                  8.0              5.0  
                                                                                                        
Research and                                                                                            
development                                                                                             
expenses             22,530                 7.0           26,776                  8.4            -15.9  
                                                                                                        
Result of                                                                                               
financial                                                                                               
operation                       2,829                                13,108                      -78.4  
                                                                                                        
Number of                                                                                               
employees                       6,212                                 7,168                             
                                                                                                        
(as at the end                                                                                          
of the period)                                                                                          
                                                                                                        

Consolidated

          Term      April 1, 2002 - March 31, 2003       April 1, 2001 - March 31, 2002               
                                                                                                      
                     Amount            Ratio to sales     Amount            Ratio to sales      Change
                                                                                                      
Item             (Yen millions)                 (%)   (Yen millions)                 (%)         (%)  
                                                                                                      
Investment in                                                                                         
facilities          41,451                   -           58,777                    -           -29.5  
                                                                                                      
Depreciation                                                                                          
expenses            57,789                 9.5           61,920                 10.9            -6.7  
                                                                                                      
Research and                                                                                          
development                                                                                           
expenses            31,862                 5.2           38,630                  6.8           -17.5  
                                                                                                      
Result of                                                                                             
financial                                                                                             
operation                          802                                  769                      4.3  
                                                                                                      
Number of                                                                                             
employees                       31,705                               32,249                           
                                                                                                      
(as at the end                                                                                        
of the period)                                                                                        
                                                                                                      
Ratio of                                                                                              
overseas                                                                                              
production                       56.0%                                53.8%                           
                                                                                                      
                                                                                                      
                                                                                                      

 

Note:   TDK adopted the Emerging Issues Task Force Issue 01-9 ("EITF 01-9"),   
        "Accounting for Consideration Given by a Vendor to a Customer          
        (Including A Reseller of the Vendor's Products)" from the fiscal year  
        beginning April 1, 2002. Ratio to sales has been calculated based on   
        sales which has been restated retroactively.                           
                                                                               

OVERSEAS SALES BY DIVISION

                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
Term                     April 1, 2002 - March 31, 2003            April 1, 2001 - March 31, 2002               
                                                                                                                
                                                                                                                
                                                                                                                
                            Amount            Ratio to sales          Amount            Ratio to sales   Change 
                                                                                                                
Product                 (Yen millions)                  (%)       (Yen millions)                 (%)       (%)  
                                                                                                                
Electronic                                                                                                      
materials and                                                                                                   
components                        341,615             56.1                  305,775             53.6      11.7  
                                                                                                                
     Electronic                                                                                                 
materials                         122,761             20.2                  116,275             20.4       5.6  
                                                                                                                
     Electronic                                                                                                 
devices                            58,671              9.6                   55,234              9.7       6.2  
                                                                                                                
     Recording                                                                                                  
devices                           152,476             25.0                  124,298             21.8      22.7  
                                                                                                                
     Semiconductors                                                                                             
& others                            7,707              1.3                    9,968              1.7     -22.7  
                                                                                                                
Recording media &                                                                                               
systems                           101,762             16.7                   99,932             17.5       1.8  
                                                                                                                
     Overseas sales               443,377             72.8                  405,707             71.1       9.3  
                                                                                                                
                                                                                                                
                                                                                                                

 

Note:   TDK adopted the Emerging Issues Task Force Issue 01-9 ("EITF 01-9"),   
        "Accounting for Consideration Given by a Vendor to a Customer          
        (Including a Reseller of the Vendor's Products)" from the fiscal year  
        beginning April 1, 2002 and the prior year's consolidated financial    
        statements have been restated for the change, accordingly.             
                                                                               

 

 



END