BOSTON, On June 16th Governor Mitt Romney, Lt. Basic net income per common share was Yen 339.8 %, from Yen 166,818 million to Yen 174,800 million. As a result of this, overall sales of other products
were higher than in the previous fiscal year.

(HDD heads) Sales increased year on year. However , a decline in
sales caused by the sale in the previous fiscal year of a U.9
devices
Semiconductors Office equipment, 19,449 2.8
& others communications equipment,
etc. export 193,241 58. 1,
2001 2002 2003 2004
to Mar.80 339. to Mar."

(5) Key Issues for TDK Group
The world economy is grappling with a host of risk factors such as
surging crude oil prices and raw materials costs, and fluctuations
in the foreign exchange rates of major currencies. It is also
being influenced by the effects of developments in the U.

- Expand the Chinese market
TDK views China as a very important market for the group.A.14 -- --
Barclays
Capital Securities
-- --
The Chase 2,730 2.
The Company reserves the right to instruct
the exercise of voting rights of the shares
held by the Company under the
trust deeds.A. Consolidated net sales
for the fiscal year under review amounted to Yen 657,853 million
(an increase of 0. Yasuhiro Hagihara,
Director of the Company, serves as Partner,
changed its name to "Squire Sanders
(Gaikokuho Kyodo Jigyo Horitsu Jimusho)"
as of April 1, 2005.S. 87, "Employers' Accounting
for Pensions". Accumulated amount of depreciation of property,
plant and equipment: Yen 445,551
million
3.


(Notes with respect to Statement of Income)

Net income per share: Yen 339.

Supplementary Information (4)

CERTIFIED COPY OF PUBLIC ACCOUNTANTS' REPORT
for Consolidated statutory reports

(English Translation of the Auditors ' Report Originally
Issued in Japanese
Language)

Independent Auditors' Report

May 23, 2005
To: The Board of Directors of TDK Corporation

KPMG AZSA & CO. Our responsibility
is to express an opinion on the statutory report and supporting
schedules based on our audit as independent auditors . Our audit
procedures also include those considered necessary for the
Company's subsidiaries .


- End -

Supplementary Information (10)

CERTIFIED COPY OF REPORT OF BOARD OF CORPORATE AUDITORS

AUDIT REPORT

This Board of Corporate Auditors prepared and report
upon the following audit report regarding the performance of
duties of the Directors of the Company during the 109th fiscal
year from April 1, 2004 to March 31, 2005, upon deliberation,
based on the reports from each Corporate Auditor regarding the
method and the result of audit.

1.
(3) With respect to the item concerning the proposal for
appropriation of retained earnings, nothing unusual
is to be pointed out in accordance with the financial
condition of the Company and other circumstances. The aim of the plan is to further raise
motivation and enhance morale to improve the business results
and the rise of stock price of the Company, by formulating a
system that the Directors and Corporate Officers will share
benefits and risks arising from the rise and fall of
stock price with its stockholders.
(2) The holder of stock acquisition rights may only
exercise such rights within the specified period set
out in (a) or (b) below, in case of any event set out
in (a) or (b), respectively. In addition , in the case of any unavoidable
event, such as the Company's merger or corporate
partition that requires adjustments to be effected to
the number of shares attached, the number of shares
shall be adjusted to the reasonable extent, taking into
account the terms and conditions of the merger or
corporate partition or the like, and any number of share
less than one share arising out of such adjustment shall
be disregarded. "His practice
covers a broad array of complex commercial litigation , including media and
entertainment, IP and white collar matters.
Supreme Court Justice Stephen G.

oxenberg ouellet

The event will include bowling with an all-star
celebrity cast to raise money for the Massachusetts Governor's Committee on
Physical Fitness + Sports. Governor Kerry Healey
* Senate President Robert E.m.m. Purposes of the Meeting:

Matters to be Reported:

1.

Regarding discontinued operations, figures for the year ended March
31, 2004 relating to discontinued operations have been reclassified
and restated, in accordance with Statement of Financial Accounting
Standards No. Sales in the electronic
devices sector rose 7.
Recording PCs and PC peripherals 234,578 35.
Recording PCs and PC peripherals 35,828 10.9
Incl. to Mar.
31, 31, 31, 31,
2002) 2003) 2004) 2005)

Net sales 317,811 320,697 316,050 328,452

Net income (3,794) 133 4,458 39,513
(loss)

Net income (28.
Accordingly, consolidated net sales for the 106th
term have been restated to conform to the subsequent
presentation.), Inakura Plant (Akita Pref.S.)
TDK Corporation of America(The State of
Illinois, U.A.
(The State of Negri Sembilan, Malaysia)
TDK Xiamen Company Limited. With respect to the number of shares held
and the percentage of shares above, any
number of shares less than one thousand
has been disregarded.S.) media
& systems
products

TDK Corporation of USD3,800 thousand 100., Ltd.A.
2.L.

(9) Contents of specially favorable terms and conditions:

Stock acquisition rights have been issued free
of charge to Directors, Corporate Officers and
key employees of the Company and directors,
officers and key employees of associated
companies . Amounts less than Yen 0. Accordingly, a gain of
Yen 30,225 million arising from the substitutional
portion of the benefit obligation that transferred
to the government during the fiscal year under
review is stated as an extra ordinary profit.00%
investment:
(3) Distribution method of estimated Period fixed
amount of retirement and severance amount standard
benefits during the period:
(4 ) Amortization of prior service Average remaining
obligations years of service
of the employees
when it occurs

(5) Years to amortize actuarial gain Average remaining
/loss: years of
service of the
employees when
it occurs


Supplementary Information (8)


PROPOSAL FOR APPROPRIATION OF Retained EARNINGS

Appropriation of Unappropriated Retained Earnings for the Fiscal
Year ended March 31, 2005

Unappropriated retained earnings for the year (yen)
45,660,555,459
Reversal of general reserve
Reversal of special depreciation reserve 284,026,401
Total 45,944,581,860

We propose that the above income will be disposed as follows:

Appropriated retained earnings
Dividends 5,289,783,480
(Yen 40 per share)
Directors' bonuses 99,590,000
General reserve
Special depreciation reserve 160,393,000
Total 5,549,766,480
Balance Carried Forward 40,394,815,380

(Notes ) 1. An audit is performed on a test basis, and
includes assessing the accounting principles used , the
method of their application and estimates made by management,
as well as evaluating the overall presentation of the statutory
report and supporting schedules.

As a result of the audit, our opinion is as follows:
(1) The balance sheet and the statement of income present
fairly the financial position and the results of
operations of the Company in conformity with related
laws and regulations and the Articles of Incorporation of the
Company.
Consequently , with respect to the proposed appropriation of
retained earnings as at the end of the fiscal year under review,
it is proposed that the year-end dividend during the fiscal year
under review be Yen 40.

(2) Aggregate number of stock acquisition rights to be issued:
The maximum number shall be 410.05."
"The group will be a great fit for us," said Theodore Boutrous , Co-Chair
of the Media Practice Group. Breyer and for Judge Laurence H. He received his
law degree in 1998, magna cum laude from Harvard Law School, where he was
Notes Editor of Harvard Law Review and recipient of the Joshua Montgomery
Sears Prize. Zealand
served as a law clerk to the U.

keeffe thure

972 . Report on the Business Report,
Non-Consolidated
Balance Sheet and Non-consolidated
Statement of Income for the 109th
Fiscal Year (from April 1, 2004 to
March 31, 2005). Business Conditions
(1) Business Conditions and Results of TDK Group

Looking at economies in Japan and overseas, despite rising crude oil
prices and other factors that restricted growth, the U. European economies, while resilient in the first half of
fiscal 2005, suffered a slowdown in the second half due to the effects
of a strengthening euro , rising crude oil prices and other negative
factors. Income from continuing
operations before income taxes increased 11. Operating income increased 392. However, the second half saw sales
prices of components drop as demand cooled due to inventory
cutbacks of digital home appliances. The result was a year-on-year increase in
sales of recording devices. Sales in the electronic materials
sector rose 4.4 6.
Total 328,452 100. TDK has elected
one outside director to the seven-member Board of Directors and
three of the company's five corporate auditors are from outside
the company.A.S.0% Sale of
Corporation (Japan) recording
media & systems
products

(Notes) 1.
2.S.

Retirement and severance benefits:
It is stated an amount calculated by the fair value
of benefit obligations and plan assets as of
March 31, 2005 for the future payment of retirement
and severance benefits payable to employees , in
accordance with SFAS No. At the
present stage, the Company has not yet received any final and
conclusive results., Independent Public
Accountants, are appropriate. Valuation standards and methods of inventories are as follows:

(1) Products and work in progress:
They are valued at the lower of cost using a
periodic average method .
The estimated useful lives of assets are as follows:
Buildings: 3 to 50 years
Machine and equipment 4 to 22 years

(2) Intangible fixed assets:
Depreciation of intangible fixed assets is computed
using the straight-line method.
This is the allowance as prescribed in Article
43 of the Commercial Code Enforcement Regulations. Components of retirement and severance benefits:

109th Business year
(As of March 31, 2005)

(1) Retirement and severance benefit (Yen million)
obligation: - 164,031
(2 ) Plan assets: 137,241
(3) Unfunded obligations for benefit - 26,789
obligation (1) + (2):
(4) Unrecognized actuarial loss 38,543
(gain)
(5) Unrecognized prior service costs - 22,816
(6) Prepaid pension costs 3,644
(7) Accrued retirement and severance - 14,706
benefits
(3) + (4) + (5) (6):

2. At the present
stage, the Company has not yet received any final and
conclusive results and is not in a position to estimate
the contingent income tax payable that the Company may
incur as a result of the tax audit. of
Japan (Law No. In case of disposal of
treasury stock, "Number of shares newly issued" shall
instead read as "Number of treasury stock to be disposed
of".
(2) The Company may, at any time, cancel without any
charge such outstanding and unexercised stock
acquisition rights as is acquired and owned by
itself. and its reporter Matthew Cooper in the special counsel
investigation of whether White House officials illegally leaked the
name of CIA official Valerie Plame to the press.

About the Firm
Gibson, Dunn + Crutcher LLP is a leading international law firm.

meara outram

org for more information.

When you attend the meeting in person, please submit
the enclosed voting right exercise form to the receptionist at
the place of the meeting. on June 29,
2005 (Wednesday )

2.

On a parent-company basis, net sales increased 3.

(High-frequency components ) Sales of high-frequency components
declined marginally year on year because higher sales volume and
an improved product mix failed to completely offset persistently
strong discounting pressure from mobile phone handset manufacturers,
the main customer for these components.

Sales by main product sector were as follows:

(Consolidated)
(Yen millions)
Division Main Applications Amount Share of YoY
Sales Change

Electronic 545,214 82.9 30.9
devices
Semiconductors Office equipment, 21,909 6. TDK is determined to enhance each of these systems and
organizations to manage the company in a way that earns the
trust of stockholders and other stakeholders.S. is acting as a
trustee of the Company, who is a
transfer agent of the Company.

(6) Matters Concerning Principal Business Combination of TDK Group

(1) Matters Concerning Principal Consolidated Subsidiaries:

Name of companies Common Stock Percentage of Outline
shares held of
by the Principal
Company Business

TDK U.P. GAAP)

(As of March 31 , 2005)

Item Amount Item Amount
(ASSETS) (Millions (LIABILITIES) (Millions
of of
yen) yen)

Current assets 510,291 Current liabilities 118,897
Cash and cash 251,508 Short-term debt 103
equivalents
Marketable securities 1,609 Trade payables 62,092
Net trade receivables 147,999 Accrued expenses 42,636
Inventories Income taxes payables 8,667
Other current assets 74,924 Other current 5,399
liabilities
Noncurrent assets Noncurrent liabilities 15,246
Investments in 34,251 Long-term debt, 81
securities excluding current
installments
Net property, plant and 279,729 Retirement and 11,170
equipment severance benefits
Goodwill and other 22,698 Deferred income taxes 751
intangible assets
Other assets Other noncurrent 3,244
liabilities
216,969 (Total liabilities) 134,143
Minority interests 5,162
22,457 (STOCKHOLDERS' EQUITY) 32,641
17,605 Common stock 63,051
Additional paid-in 16,918
capital
Legal reserve 597,205
Retained earnings - 51 ,657
Accumulated other - 7,443
comprehensive income
(loss)
Treasury stock 650,715
(Total stockholders '
equity)
Total assets: 790,020 Total liabilities and 790,020
stockholders' equity:

(Notes) 1. are stated
separately. GAAP)

From: April l, 2004
To: March 31, 2005

Item Amount
Net sales (Millions
of yen)

Cost of sales 657,853
Gross profit 484,323
Selling, general and administrative expenses 173,530
Transfer to the government of substitute potion of 119,886
the Employees ' Pension Fund
Subsidy from the government
Loss on settlement - 33,533
Operating income 27,347
Other income (deductions ) 59,830
Interest and dividend income
Interest expense 1,692
Foreign exchange gain (loss) - 324
Other - net - 856
Total other income (deductions) 1,730
Income from continuing operations before income 2,242
taxes
Income taxes 62,072
Income before minority interests 12,980
Minority interests 49,092
Income from continuing operations 479
Loss from discontinued operations, net of taxes 48,613
Income from continuing operations 3,665
Net income 44,948

(Notes) 1.115, "Accounting for Certain Investments in Debt and
Equity Securities" is adopted. There is no pecuniary credit or debt to Directors or
Corporate Auditors of the Company. Contingent liabilities including guaranteed liabilities:
Outstanding guaranteed liabilities Yen 6,235 million

6. The average number of shares of common
stock issued during the fiscal year under review, which was
used for the calculation basis of the net income
per share, totals 132,292 thousand shares.

Our firm and engagement partners have no interest in the
Company which should be disclosed pursuant to the
provisions of the Certified Public Accountants Law of
Japan.

As for the transactions between Directors acting on
their own behaves and the companies which businesses are
competitive to the Company, transactions between Directors
and the Company in which interests in both parties are
contradictory , the provision, free of charge, of profits
conducted by the Company, transactions not in the ordinary
course of business between its subsidiaries and the Company
or between its stockholders and the Company and acquisition
and disposal of its own shares and the like, we each examined
such transactions in detail by receiving reports from the
Directors, as necessary, in addition to the method of audit
mentioned above. Result of audit:

(1) The method and results of auditing carried out by
KPMG AZSA & Co.

Second Item: Issuance of Stock Acquisition Rights as Stock
Option Scheme for Stock-Linked Compensation Plan

You are requested to approve the issuance of stock
acquisition rights in accordance with the following terms and
conditions , pursuant to Article 280-20 and Article 280-21 of the
Commercial Code of Japan, in order to allow the Company to implement
a stock option scheme for stock-linked compensation plan
for Directors and Corporate Officers of the Company.

2. below. 9, 1942) May 1991: General Manager of
European Div.
of the Company
June 1998: Managing Director of
the Company
General Manager of
Recording
Media & Systems
Business
Group of the Company
June 2002: Director & Senior
Vice President of
the Company
(present post)
General Manager of
Administration Group
of the
Company (present
post)
in charge of Safety
and Environment
(present post)
3.

Gibson Dunn Adds Five Media and Entertainment Litigators

Arato joins Gibson Dunn's New York office as of counsel
and focuses her practice on intellectual property, commercial and civil
litigation, also with an emphasis on media and entertainment. Attorney in the U.S.

* Peerless Importers, New York State's largest wholesale liquor and wine
distributor, in a major constitutional litigation over state
restrictions on wine imports.

ouellet okocha

m.

Please study the reference documents with respect to each
item of the agenda of the meeting and exercise your voting rights
through your standing proxy in Japan.3%, from Yen 10,277 million to Yen 30,550 million. Segment net sales increased 4.

(Capacitors) Sales rose year on year.9%, from Yen 230,105 million to
Yen 234,578 million.7% 5.
31, 31, 31, 31,
2002) 2003) 2004) 2005)

Net sales 564,286 604,865 655,792 657,853

Net income (25,771) 12,019 42,101 44,948
(loss)

Basic net (193. 1, (Apr.

In the 106th term, sales and earnings declined on both a
consolidated and non-consolidated basis .
These trends are expected to result in continued expansion in
demand for the electronic components that the TDK Group develops,
manufactures and sells. TDK is therefore reaffirming the importance of
coexisting with society as a responsible corporate citizen by
conducting its own social activities based on two key corporate
philosophies: "Creativity" and "Culture. (Bascharage,
Luxembourg)
TDK (Malaysia) Sdn.
(Trust account)
Matsushita Electric 6,249 4.
3.

(8) Restriction on transfer of stock acquisition rights:

The transfer of stock acquisition rights requires
the approval of the Board of Directors.

(10) Name and number of stock acquisition rights allotted:
(Directors of the Company)

Name Number of stock acquisition
rights

Hajime Sawabe 187
Jiro Iwasaki 99
Shinji Yoko 92
Takeshi Nomura 92
Mitsuaki Konno 52
Yasuhiro Hagihara 10
Takehiro Kamigama 137
Total 7 Directors 669

(Corporate Officers of the Company)

Name Number of stock acquisition
rights

Kiyoshi Ito 129
Hirokazu Nakanishi 92
Katsuhiro Fujino 52
Takeshi Ohwada 52
Kunihiro Fukushima 45
Yukio Hirokawa 45
Masatoshi Shikanai 45
Yukio Harada 45
Michinori Katayama 52
Kenryo Namba 45
Takaya Ishigaki 59
Minoru Takahashi 52
Seiji Enami 45
Raymond Leung 10
Total 14 Officers 768

(Key employees of the Company, Directors and key
employees of associated companies (Top 10))

Name Number of stock Note
acquisition
rights

Hiroshi Ikejima 10 Key employee of the Company
NG.5 million have been rounded
downward and amounts not less than Yen 0.


Supplementary Information (3)

Consolidated STATEMENT OF INCOME
(prepared in accordance with the U.

Held-to-maturity securities:
They are carried at amortized cost.

With respect to unrealized actuarial net losses,
the certain part (equivalent to 10% of the fair
value of retirement and severance benefits or
plan assets whichever is the higher basis) are
amortized using the straight-line method over
certain periods within the estimated average
remaining service years of employees.A.
SAE Magnetics
(Hong Kong) Limited
TDK-MCC Corporation

2. of Kabushiki Kaisha.

5.

3. Summary of the issuance of stock acquisition rights:
(1) Class and number of shares to be issued upon exercise of
stock acquisition rights:
The maximum number shall be 41,000 shares of common
stock of the Company.

1.
"We are delighted to have Orin join the firm," said Ken Doran, Managing
Partner of Gibson Dunn. We are also pleased to
welcome Cynthia, Ashlie, Marc and Elise, who have played an integral role in
that practice. She has taught legal ethics at Columbia University School of Law and
copyright law seminars for continuing legal education programs and clients.
She received her law degree in 1991 from Columbia University, where she was a
Harlan Fiske Stone Scholar and Managing Editor of Columbia Journal of
Transnational Law.
Isserles focuses his practice on civil litigation , with an emphasis on
appellate and constitutional litigation.S. Conner,
Senior District Judge , Southern District of New York. The Group represents major newspapers, magazines,
broadcasters, book publishers and other media entities engaged in domestic and
international publication and broadcast .

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- Stars + Strikes Bowling Tournament Begins
8:00p.

CREDENTIALS: To apply for Press Credentials please call Becky Collet at
(617) 840-6127


PLEASE RETURN YOUR COMPLETE FORM VIA FAX TO:
MASSACHUSETTS GOVERNOR'S COMMITTEE ON PHYSICAL FITNESS + SPORTS
CONTACT: BECKY COLLET
PHONE: 617.


June 2, 2005

To: Our Overseas Stockholders

TDK Corporation
13-1, Nihonbashi 1-chome,
Chuo -ku, Tokyo

TDK Corporation (the "Company")
Notice of the Convocation of the 109th
Ordinary General Meeting of Stockholders

Dear Sirs:

Enclosed please find the notice of the convocation of the
109th ordinary general meeting of stockholders of the Company
together with the reference documents.

TDK Corporation

Tokyo, Japan

(Translation )
To: Stockholders

Local Code 6762

June 2, 2005

TDK Corporation (the "Company")
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
Hajime Sawabe
President and CEO


NOTICE OF CONVOCATION OF
THE 109TH ORDINARY GENERAL MEETING OF STOCKHOLDERS


Dear Sirs:

You are hereby notified that the 109th Ordinary General
Meeting of Stockholders will be held as stated below.

In the electronics industry in the first half of fiscal 2005, demand
for digital home appliances, such as LCD and plasma flat-screen TVs
and DVD recorders, was boosted by the Summer Olympic Games in Athens,
and other events.76,
up from Yen 317. The overall result, however,
was a year-on-year increase in sales of both electronic materials
and electronic devices .

(2)Electronic Devices
This sector has three product categories: inductive devices,
high -frequency components and other products.
However, demand for HDD heads rose in the second half of the fiscal
year following the end of these cutbacks, leading to higher
year-on-year sales.

(Other heads) Sales of other heads declined year on year, due to
sluggish sales of optical pickups .6
& others communications equipment,
etc. 1, (Apr.5 million have
been rounded downward and amounts not less than
Yen 0.

In the 107th term, sales and earnings increased on both a
consolidated and non-consolidated basis due to higher demand for
electronic components and a higher return on assets. However, sales fell while earnings increased on
a non-consolidated basis due to a change in the form of
transactions with business partners and other factors. Outline of TDK Group and the Company

(The following sets forth the conditions of TDK Group and
the Company as of March 31, 2005 unless otherwise
specifically indicated.), Akita Plant
(Akita Pref.),
Narita Plant (Chiba Pref.)
Facilities Chikumagawa 1st Technical Center
(Nagano Pref.

(2) Consolidated Subsidiaries:

Classification Name of Company (Location of Headquarters)

Administration and TDK U.S.
4. of Joint-Stock Corporations
(Kabushiki Kaisha) and the amount of remunerations
pursuant to the Securities and Exchange Law are not
divided in the Auditing Agreement, which was concluded
between the Company and the independent public
accountants. Wai. are stated
separately. Therefore, any income tax payable that may be
arising therefrom is not stated in the accompanying the consolidated
statutory report.

Principal Accounting Principles, etc.

(Separate notes)

Principal Accounting Principles

The principal accounting principles, procedures and
methods of representation adopted for the preparation of
the Balance Sheet and the Statement of Income are as
follows:

1. Method of accounting consumption tax, etc.
In addition, in the case of any unavoidable event, such
as the Company's merger or corporate partition that
requires adjustments to be effected to the number of
shares attached, the number of shares shall be adjusted
to the reasonable extent, taking into account the
terms and conditions of the merger or corporate partition
or the like , and any number of share less than one share
arising out of such adjustment shall be disregarded.

(3) Issue price of stock acquisition rights:
Free of charge

(4) Amounts to be paid for the exercise of each stock
acquisition right:
Amounts to be paid for the exercise of each stock
acquisition right shall be 1 yen per share,
multiplied by the number of shares attached.

(4 ) Each stock acquisition right shall not be partially
exercised. Summary of the allotment of stock acquisition rights:
When granting stock acquisition rights to each grantee
(the "Grantee"), the Company shall enter into the "Granting
of Stock Acquisition Right Agreement" with each of the
Grantees, which shall provide for the additional conditions
deemed reasonable by the Board of Directors for the
purpose of the issuance of stock acquisition rights.

(7) Events and conditions of cancellation of stock
acquisition rights:
(1) If a proposal for approval of a merger agreement,
where the Company is dissolved, is approved at a
general meeting of stockholders of the Company, or
if a proposal for approval of a stock exchange
agreement or a proposal for share transfer is
approved at a general meeting of stockholders of
the Company, the Company may cancel stock
acquisition rights without any charge. We are also pleased
to welcome Cynthia, Ashlie, Marc and Elise, who have worked with Orin very
closely and will give us additional litigation capacity in New York.S.S. Her clients include Warner Music Group,
Atlantic Records, Sony BMG Music Entertainment, Elektra Entertainment , America
Media Inc.

* Bear Stearns in consolidated securities class actions involving the
allocation of shares in "hot" IPOs, as well as shareholder derivative
litigation alleging research analyst conflicts of interest.

* Two Deloitte + Touche entities in various securities class actions and
related Securities Exchange Commission and Department of Justice
investigations regarding alleged improprieties at Royal Ahold, the
world's third -largest supermarket group. The Media Law Practice Group has
extensive experience handling First Amendment issues in virtually all areas of
free speech and press.

oresme oxenberg

Proceeds will benefit EveryBody Move!, a state-
wide initiative developed to provide opportunities and increase awareness
about the importance of participating in physical fitness and sports
activities.3%, from Yen 4,458 million to Yen 39,513 million. These
factors led to higher year-on-year sales.

(Other products) Sales of other products rose year on year.1 -17.2
devices and other types of
equipment; automobiles,
etc.6
sales

(Note) Amounts less than Yen 1 million have been rounded downward. Non-consolidated amounts less than Yen 1 million have
been rounded downward. 144,
"Accounting for the Impairment or Disposal of Long-
Lived Assets.
6.

Besides strengthening its business in this way, TDK also recognizes
corporate social responsibility and corporate governance as important
management themes. But there are also various systems and
organizations for promoting corporate governance.S.S.,
Seiichi Sasa (Seal)
Designated and
Engagement Partner
Certified Public
Accountant

Hideaki Koyama (Seal)
Designated and
Engagement Partner
Certified Public
Accountant

We have audited the consolidated statutory report, that is
the consolidated balance sheet and the consolidated statement of
income, of TDK Corporation for the 109th business year from April
1, 2004 to March 31, 2005 in accordance with Article 19-2(3) of
the "Law for Special Exceptions to the Commercial Code Concerning
Audit, etc. Those auditing standards require us to
obtain reasonable assurance about whether the consolidated
statutory report is free of material misstatement. We received from the Independent
Accountants reports on audit and examined the accounting
statements and attached schedules.
(4) The attached schedules fairly set forth the matters
to be stated and nothing unusual is to be pointed out. of Kabushiki Kaisha.
In case of adjustment of the number of shares
attached to each stock acquisition rights (defined as
below) in accordance with (2) below, the number of
shares to be issued upon exercise of stock acquisition
rights shall be adjusted to a number obtained by
multiplying the number of shares attached to each
stock acquisition right after adjustment by the
aggregate number of stock acquisition rights. Provided,
however, that if such price is less than the
closing price as of the issue date, then such closing
price reported on the issue date shall instead be the
Exercise Price (if no closing price is reported on
such day, then the closing price reported on
the day immediately preceding that day)."
"I've known Orin for many years; he is engaging, energetic and
articulate," said New York litigation partner Randy Mastro. He
also represents clients in white-collar criminal matters and internal
corporate investigations. Snyder also served
as Assistant U. Gibson Dunn attorneys have served
for many years as principal outside counsel on First Amendment issues to Dow
Jones + Company, publisher of The Wall Street Journal.

* Volkswagen in the creation of a global promotional and marketing
alliance with NBC Universal valued at over $200 million.gibsondunn.

orwig osbaldeston

PRESS RELEASE TDK Corporation announces Notice of the Convocation of the 109th Ordinary General Meeting of Stockholders

In the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail. Net income rose 6 .8%, from Yen 42,101 million to
Yen 44,948 million.8%, from Yen 14,870 million to Yen 19,449
million .

(Other products) Sales of other products decreased year on year.S.5 million have been rounded downward
and amounts not less than Yen 0.91) 90. 1, (Apr."
4. 2) and
"Implementation Guidance for Accounting Standard for
Earnings Per Share" (Financial Accounting Standards
Implementation Guidance No.A.A.0% Manufacture of
Corporation electronic
(Japan) materials
& components

TDK Marketing Yen 1,050 million 100. Any portion less than one-tenth of one percent of
the percentage of shares held by the Company is
disregarded.

(2) Condition of Business Combination:

The total number of consolidated subsidiaries for the previous
fiscal year totaled 72 (domestic 20, overseas 52).3% compared with the preceding fiscal year)
and consolidated net income amounted to Yen 44,948 million (an
increase of 0. Yasuhiro Hagihara is an outside Director
prescribed in Paragraph 7-2, Section 2, Article
188 of the Commercial Code. of
KabushikiKaisha". Changes in Directors and Corporate Auditors
during the fiscal year under review are as
follows:

(Assumption of office of Director and Corporate Auditor)

Position Name Remarks

Director Takehiro Kamigama Assumed on June
29, 2004
Corporate Auditor Ryoichi Ohno Assumed on June
29, 2004

(Retirement of Director and Corporate Auditor)

Position Name Remarks

Director Hirokazu Nakanishi Retired on June
29, 2004
Corporate Auditor Osamu Nakamoto Retired on June
29, 2004


(9) Remunerations for Independent Certified Public Accountants

(Yen
millions)
Item Amounts
payable

1.

(1) Total number of stock acquisition rights issued:
2,343 shares (100 shares per one stock
acquisition right)

(2) Class and number of shares to be granted for stock
acquisition rights:
234,300 shares of common stock

(3) Issue price of stock acquisition rights:
Free of charge

(4) Amounts to be paid upon the exercise of each stock
acquisition right:
Yen 814,700 (Yen 8,147 per share)

(5) Exercise period of stock acquisition rights:
From August 1, 2006 to July 31, 2010

(6) Conditions of exercise of stock acquisition rights:
Partial exercise of stock acquisition rights
may not be permitted.

(2) Valuation standards and methods of inventories are as
follows:

Products and work in progress are valued at the lower of
cost using a periodic average method, and raw materials
and supplies are value at the lower of cost using a
monthly moving average cost method. Result of audit:

We confirm that the method and results of the audit
carried out by KPMG AZSA & CO.
2. is included in the
statutory reports.
(2) The business report (limited to accounting matters)
presents fairly the status of the Company in conformity
with related laws and regulations and the Articles of
Incorporation of the Company."

About Cynthia Arato , Ashlie Beringer, Marc Isserles and Elise Zealand
Arato has represented major companies and individuals in litigation
involving copyright, trademark, defamation, right of publicity, employment,
contract , fraud, fiduciary duty and royalty issues.

* Intertainment AG, a German film and TV show distributor in a fraud and
breach of contract suit against Franchise pictures and Elie Samaha ,
Franchise's chief executive, resulting in an award of $106 million in
compensatory and punitive damages for Intertainment.

onassis oresme

6127 - FAX: 617.1138

MEDIA CREDENTIAL FORM
NAME:____________________________________________________________________
NAME OF MEDIA ORGANIZATION:______________________________________________
ASSIGNING EDITOR/ PRODUCER:______________________________________________
PHONE:__________________________ CELL PHONE:_____________________________
EMAIL:___________________________________________________________________
WOULD YOU LIKE TO RECEIVE OUR PRESS RELEASES VIA EMAIL? YES NO
ORGANIZATION'S ADDRESS:__________________________________________________
CITY:____________________________ STATE:__________ ZIP:__________________
WORK NUMBER:____________________ FAX NUMBER:_____________________________
HOME NUMBER:____________________
TYPE OF CREDENTIAL DESIRED (CIRCLE AS NEEDED):
DAILY NEWSPAPER STILL PHOTOGRAPHER MAGAZINE
WEEKLY NEWS TELEVISION PHOTOGRAPHER RADIO
WIRE SERVICE TELEVISION REPORTER INTERNET MEDIA
OTHER
(PLEASE DESCRIBE)________________________________________________________

The translation is
prepared solely for the convenience of foreign shareholders .

2. Net income
increased 786., other
countries or both. to Mar.53 32.
5. Nevertheless, the TDK Group is determined to be a
company that can surmount these challenges and grow.04
Industrial
Co.
subsidiaries

TDK Electronics USD62,849 thousand 100.0% Manufacture
Company Limited. The Company owns indirectly 85.

(8) Name, Position and Duty , or Major Occupation of Each Director
and Corporate Auditor

Position Name Duty and Major
Occupation

Representative Director Hajime Sawabe

Director Jiro Iwasaki General Manager
of Administration
Group, in charge
of Safety &
Environment

Director Shinji Yoko General Manager
of Electronic
Components Sales
& Marketing
Group

Director Takeshi Nomura General Manager
of Ferrite &
Magnet Products
Business Group

Director Mitsuaki Konno General Manager
of Management
Review and Support
Department

Director Yasuhiro Hagihara Attorney-at-Law,
Partner of the
Law Firm of
Squire Sanders &
Dempsey L.142, "Goodwill and Other
Intangible Assets" goodwill is no longer
amortized but instead is tested for
impairment at least annually. are stated
separately. Amounts less than Yen 1 million have been
rounded downward.

(2) Raw materials and supplies:
They are value at the lower of cost using a monthly
moving average cost method. Calculation basis of for retirement and severance benefits
obligations:

109th Business year
(As of March 31, 2005)

(1) Discount rates: 2. of
the Company
June 1998: Director of the
Company
Jan. Beringer joins
the firm's Denver office as of counsel and will continue her entertainment and
media law, intellectual property and general commercial litigation practice.

* Merrill Lynch in litigation arising out of the collapse of Enron
Corporation, including its defense in a consolidated federal
securities class action and in bankruptcy proceedings.com.

siadhail ostriker

- Media Check-In
5:30 - 6:15p.8%,
from Yen 1,756 million to Yen 8,653 million.87 a
year earlier.9%,
from Yen 519,792 million to Yen 545,214 million. While TDK maintained a high market share,
demand is declining for these products as a whole.55) 0.5 million have been rounded upward. Moreover, TDK will take on the
challenge of advancing along a growth trajectory while making
investments that are prudent yet aggressive. Sarbanes-Oxley Act of 2002 and all other
applicable laws and regulations as it strengthens corporate
governance.

(The State of
California , U.0% Sale of
Corporation recording
(U.0% Manufacture
Limited. This was
attributable to the fact that three sales subsidiaries of the
recording media & system products in Europe were change to the
branch under the subsidiary for the said products in Germany,
one manufacturing subsidiary in Japan and one manufacturing
subsidiary in Asia were liquidated, respectively, as well as
one logistics subsidiary in Japan was liquidated upon merger. Therefore , the amount stated in 3 above
represents the total amount of the remunerations
paid by the Company.
3. However,
in compliance with the article, certain disclosure that
is required on the basis of U. set up by the Board of
Corporate Auditors and the duties assigned to each Corporate
Auditor, audited the consolidated statutory reports upon
receipt of reports and explanations from Directors and the
Certified Public Accountants regarding the consolidated
statutory reports

2.)

Non-marketable securities:
They are valued at cost using a moving average
cost method . Valuation standards and methods of derivatives are as follows:
They are valued at market price.
The difference arises from the proposed payment of
directors' bonuses .
3.
In case of adjustment of the number of shares attached
to each stock acquisition rights (defined as below) in
accordance with (2) below, the number of shares to be
issued upon exercise of stock acquisition rights shall
be adjusted to a number obtained by multiplying the
number of shares attached to each stock acquisition
right after adjustment by the aggregate number of stock
acquisition rights.

(2) Aggregate number of stock acquisition rights to be issued:
The maximum number shall be 1,190.
In addition, in the case of any unavoidable event,
such as the Company's merger or corporate partition
that requires adjustments to be effected to the
number of shares attached, the number of shares
shall be adjusted to the reasonable extent, taking
into account the terms and conditions of the
merger or corporate partition or the like, and
any number of share less than one share arising
out of such adjustment shall be disregarded .6 billion, pursuant to
Article 210 of the Commercial Code of Japan during the
period from the closing of this Ordinary General Meeting of
Stockholders to the closing of next Ordinary General Meeting of
Stockholders in 2006, in order to enable the Company to
implement the stock option plan described in the Second
Item and the Third Item of the proposal. The Entertainment Practice Group represents
institutional clients in virtually all aspects of business, including mergers
and acquisitions, financing, acquisition, licensing, development and the
distribution of film, television and home video. The firm's entertainment
lawyers also litigate in state and federal courts and arbitrate before guilds
and other institutional forums.

oresme ouellet

everybodymove.masportsandfitness. You are
respectfully requested to attend the meeting. Operating income rose 5.

(2) Segment Information of TDK Group
TDK's businesses are broadly classified into two business segments:
the electronic materials and components segment and the recording
media & systems segment.6 4.

(3) Capital Expenditures and Fund Procurement of TDK Group
Consolidated capital expenditures were Yen 61,005 million, the
result of active investments in fields TDK regards as strategically
important for growth. In addition, it has appointed corporate officers and
has established various committees, namely the Compensation Advisory
Committee, the Corporate Ethics Committee and the Disclosure
Committee . Major products by division
are as follows:

Division Major Products

Electronic materials and
components
Electronic materials ferrite cores, ferrite and
rare-earth magnets, multilayer chip
capacitors
Electronic devices high-frequency components, EMC
components, piezoelectric products,
sensors , inductors, transformers,
switching power supplies,
DC-DC converters
Recording devices HDD heads, thermal heads , optical
pickups
Semiconductors & others organic electroluminescent (EL),
anechoic chambers
Recording media & systems audiotapes , videotapes, CD-Rs,
MDs, DVDs, "BS"/"CS" antenna, PC
software, tape-based date storage
media for computers

(2) Major Business Offices and Plants of TDK Group

(1) The Company:

Types of offices Location

Head Office 13-1, Nihonbashi 1 -chome, Chuo-ku,
Tokyo
Business Offices Sendai, Tokyo, Yokohama , Nagoya, Matsumoto,
Osaka, Hiroshima, Matsuyama, Fukuoka
Plants Chokai Plant (Akita Pref.),
Kofu Plant (Yamanashi Pref.A., to
which the Company
has entrusted trust assets. Mitsui Asset
Trust & Banking Co.9 years

(Notes) 1.S.5% shares of TDK
Xiamen Co.S.
(Gaikokuhou Jimu
Bengoshi Jimusho)

Director Takehiro Kamigama General Manager
of Head
Business Group

Corporate Auditor Masaaki Miyoshi Full-time

Corporate Auditor Takuma Otsuka Full-time

Corporate Auditor Kazutaka Kubota

Corporate Auditor Kaoru Matsumoto C. Hong 10 Director of associated company
Koichi Nakano 8 Key employee of the Company
Masao Ishihara 8 Key employee of the Company
Ryohei Tatsuta 8 Key employee of the Company
Shiro Nomi 8 Key employee of the Company
Noboru Hara 8 Key employee of the Company
Kenichi Hiruma 8 Key employee of the Company
Toshinobu Shiokawa 8 Key employee of the Company
Shinya Yoshihara 8 Key employee of the Company

(Breakdown of total number of stock acquisition rights, which
were granted to Corporate Officers, key employees of the Company,
Directors and key employees of associated companies)

Classification Number of stock Type and number of Total number
acquisition shares issued upon of Grantees
rights exercise of stock
acquisition rights

Corporate Officers 768 Common stock 14
of the Company 76,800

Key employee 878 Common stock 162
87,800

Directors of 23 Common stock 3
associated
companies 2,300

Key employee of 5 Common stock 1
associated
companies 500

(11) Any events materially affecting the conditions of TDK Group
occurred after the settlement of accounts.S.)

(5) Accounting basis of principal allowances:

Allowance for doubtful receivables:
In order to prepare for losses from bad debts, it is
stated an estimated incollectible amount, in
consideration of the past experience for bad debt
ratio with respect to doubtful receivables in general,
and the individual estimate on possibility of
collection with respect to doubtful receivables.55

(Important subsequent events )

Not applicable. Amounts less than Yen 1 million have been rounded
downward.

2. Method of depreciation of cost of fixed assets:

(1) Property , plant and equipment:
Depreciation of buildings (other than facilities
attaching to the buildings) is principally
computed using the straight-line method, and property
other than buildings is principally computed
using the declining balance method. Prior service
costs of employees are amortized in the year in
which such costs occurred using the straight-line
method over certain periods within the estimated
average remaining service years of employees.

7.00%
(2) Expected rates of return on 2. The
statutory report and supporting schedules are the
responsibility of the Company's management. Summary of method of audit:

Each Corporate Auditor, subject to, inter alia, the
audit policy and the business assignment, etc.

The number of shares attached to one stock acquisition
right (hereinafter referred to as the "number of shares
attached") shall be 100 shares.
a) In case the holder of stock acquisition rights
loses the position as both Corporate Officer and
employee (including full-time advisor and full-time
counselor, but excluding part-time adviser and
part-time counselor; the same shall be
applicable hereinafter);

For three years from the date immediately
following the date that such holder loses the
position as both Corporate Officer and employee
of the Company

b) In case a proposal for a merger agreement where the
Company will be dissolved, or a proposal for a
stock exchange agreement or stock transfer agreement
where the Company will become a wholly owned
subsidiary is approved at the general meeting of
shareholders of the Company;

During a 15 day-period commencing from the date
immediately following the date when the proposal
is approved

(3) In case that the holder of stock acquisition rights
loses the position as both Corporate Officer and
employee of the Company on or after July 1, 2008,
the holder may only exercise the rights for three
years on or after the date immediately following the
date when such holder loses the position as Corporate
Officer and Director, but not beyond the exercise
period of stock acquisition rights. (Date of Birth) Company's Representative, if any of
Shares
of the
Company
Owned

1. Shinji Yoko April 1970: entered into the 1,000
Company shares
(Jan. "He has a thriving, high-profile practice that will
be very complementary with our practice in New York, as well as our
entertainment and media practice on the West Coast.

orwig seiji

m.


Very truly yours,

TDK Corporation

BY:/s/ Noboru Hara
Noboru Hara
General Manager
General Affairs Department
Administration Group

(Translation )


NOTICE OF THE CONVOCATION

OF

THE 109TH ORDINARY GENERAL MEETING OF STOCKHOLDERS


Notice: This is a translation from Japanese language of a notice
distributed to stockholders in Japan. Place of the Meeting: Technical Center of the Company,
9th Floor
15-7, Higashi-Ohwada 2-chome,
Ichikawa-shi,
Chiba Prefecture

3. China, meanwhile, maintained a high economic growth rate. This resulted in strong demand for the TDK Group's
electronic components in the first half. Net
income per common share was Yen 297 .

(3)Recording Devices
This sector has two product categories: HDD heads and other heads.7
sales

(Note) Amounts less than Yen 0.7 16.,
which is burdened with current-account and budget deficits, and in
China, which continues to achieve a high rate of growth. Furthermore , in the digital era of the
electronics industry, falling prices due to stiffer competition
with new products, greater inventory risk and other challenges are
unavoidable.

- Bolster manufacturing capabilities matched to the market
TDK will strengthen integration between the development and
manufacturing groups to upgrade technological capabilities
and add value to products . TDK
employs the corporate auditor system within the meaning of the
Commercial Code of Japan.

A.)
TDK Electronics Europe GmbH(Dusseldorf,
Germany )
TDK Marketing Europe GmbH(Rattingen, Germany)
TDK Hong Kong Company Limited(Hong Kong,
China)
TDK Marketing Corporation(Chiyoda-ku, Tokyo)
Production Headway Technologies, Inc. Bhd.
3.

Supplementary Information (2)

Consolidated BALANCE SHEET
(prepared in accordance with the U. Principal Accounting Principles, etc .

(4) Method of depreciation of cost of fixed assets is as
follows:

Property, plant and equipment:
Depreciation of property, plant and equipment of the
Company, its domestic consolidated subsidiaries and
certain overseas consolidated subsidiaries is
principally computed by the declining-balance method,
and by the straight-line method for assets of other
foreign subsidiaries.

Our firm and engagement partners have no interest in the Company
which should be disclosed pursuant to the provisions of the
Certified Public Accountants Law of Japan.


- End -

Supplementary Information (5)

CERTIFIED COPY OF REPORT OF BOARD OF CORPORATE AUDITORS
For Consolidated statutory reports

AUDIT REPORT for Consolidated statutory reports

This Board of Corporate Auditors prepared and report the
following audit report of the consolidated statutory reports
(the consolidated balance sheet and the consolidated statement
of income) during the 109th fiscal year from April 1 , 2004 to
March 31, 2005, upon deliberation, based on the reports
from each Corporate Auditor regarding the method and the
result of audit. Principal Accounting Principles, etc.

4. Components of retirement benefit costs:

109th Business year
(April 1, 2004 -
March 31, 2005)

Retirement benefit costs (Yen million)
8,940
(1) Service cost 5,823
(2) Interest cost 3,758
(3) Expected return on plan assets - 2,591
(4) Amortization of prior service - 2,070
costs
(5) Amortization of actuarial loss 3,573
(gain)
(6) Extra benefits paid: 446

3. of Kabushiki Kaisha". Therefore , it was not
possible to state any income tax payable in the accompanying
the consolidated statutory report and the non-consolidated
statutory report for the 109th fiscal year (from April 1, 2004
to March 31, 2005). on each day (other than any day on
which no sale is reported) of the month immediately
preceding the issue date, multiplied by 1. 79, 2001)), the Exercise
Price shall be adjusted in accordance with the following
formula and any amount less than one yen arising out of
such adjustment shall be rounded upward to the nearest
yen:

Number of Amount
shares paid
Number of + newly x per
shares issued share
issued _________________________
Market price
___________________________________
Exercise Exercise Price Number of Number of shares
Price after = before x Shares issued + newly issued
adjustment adjustment

"Number of shares issued" in the above formula means
the number of shares obtained by deducting the number
of treasury stock held by the Company from the number
of outstanding shares .

Fifth Item: Election of seven (7) Directors

The terms of offices of all seven (7) Directors will expire at
the closing of this Ordinary General Meeting of Stockholders.

She has represented
several entertainment and media clients in disputes concerning contracts,
copyright , trademark, defamation and privacy issues. She received her law
degree in 1998 from Columbia University where she was a James Kent Scholar and
Harlan Fiske Stone Scholar, as well as the Writing and Research Editor of the
Columbia Journal of Law and Social Problems.

Recent selected matters include representing:

* Madison Square Garden in a lawsuit against New York City concerning a
proposed football stadium project in Manhattan.

olsson siadhail

(Electronic Materials and Components Segment )
This segment is made up of four product sectors: (1)electronic
materials, (2) electronic devices , (3)recording devices, and
(4)semiconductors & others. However, demand for HDD
heads picked up in the second half of fiscal 2005 once this
adjustment phase ended.
There was an increase in sales of LTO-standard* (Linear Tape-Open)
tape-based data storage media for computers.9% 4.8
devices and other types of
equipment; automobiles,
etc.
Electronic AV, office, communications 87,736 26. The bulk of the capital
expenditures were for facilities to develop and produce HDD heads
with higher areal density and for facilities to increase production
and rationalize operations for multilayer chip capacitors.

(4) Operating Results and Financial Position of TDK Group and the
Company

(Consolidated Results)
(Yen millions)

Term 106th 107th 108th 109th

Item (Apr.
2. Consolidated basic net income (loss) per common share
and non-consolidated net income (loss) per common
share are computed based on the weighted average
number of shares of common stock outstanding during
the period.96 -- --
Trust Bank of
Japan, Ltd. Any portion of the average age or average working
years is presented by rounding down the two places
of decimals.A.
TDK Electronics Europe GmbH
TDK Marketing Europe GmbH
3.

Intangible fixed assets:
Depreciation of intangible fixed assets is carried
at the straight-line method.

(6) Method of accounting consumption tax, etc. Valuation standards and methods of securities are as
follows:

(1) Shares of subsidiaries and affiliates:
They are valued at cost using a moving
average cost method.

(2) Other securities:

Marketable securities:
Market price method on the fair market price
as of the end of fiscal year (any balance
resulting from valuation of securities shall
directly be entered into stockholders'
equity, while any cost of sales of marketable
securities shall be calculated using a moving
average cost method.

(3) Directors' and Corporate Auditors ' retirement
allowance:
In order to prepare for future payment of
retirement grants for Directors and Corporate
Auditors to resign , it is stated an
amount to be required at the end of the fiscal
year concerned in accordance with the internal
regulations of the Company.
Directors' prior retirement grants shall be
paid when a Director resigns upon resolution
of the General Meeting of Stockholders. Accumulated amount of depreciation
of property, plant and equipment: Yen 270,819 million

7. Net sales to subsidiaries: Yen 195,950 million
2. With
respect to the aforementioned business report and
supporting schedules, our audit was limited to those matters
derived from the accounting books and records.

(5) With respect to the performance of their duties by the
Directors including the duties regarding subsidiaries,
no illegal act nor any fact which is in violation of
the laws and ordinances and the Articles of
Incorporation is ascertainable .
We confirm that there are no violations of obligation
by Directors, such as transactions competitive to the
Company's business as prescribed in Article 133,
paragraph 1 of the Commercial Code
Enforcement Regulations.

The number of shares attached to one stock acquisition
right (hereinafter referred to as the "number of shares
attached") shall be 100 shares.
Also joining the firm are Cynthia Arato, Ashlie Beringer, Marc Isserles
and Elise Zealand. He graduated from the University of Pennsylvania Law
School cum laude in 1986.
Consistently ranking among the world's top law firms in industry surveys and
major publications, Gibson Dunn is distinctively positioned in today's global
marketplace with more than 800 lawyers and 13 offices, including Los Angeles,
New York, Washington , D.

ozolinsh oakenfold

840.


Particulars

1.S.

As a result, TDK posted consolidated net sales of Yen 657,853 million,
up 0. In the second half,
amid lackluster demand, TDK was able to absorb sales price declines
and the effect of forex movements by improving the sales mix. In ferrite cores, sales declined from the
previous fiscal year despite higher demand for general-purpose power
supply cores for digital home appliances and cores for communications
equipment . In HDD heads, the main
product in this sector, TDK had to overcome the loss of business
from a major customer that started producing heads in house in
2004, as well as the impact of falling sales prices and
unfavorable forex movements.

(4)Semiconductors & Others
Sector sales climbed 30.

(Audiotapes and videotapes) Sales of audiotapes and videotapes
declined year on year.

1%
materials and
components
Electronic AV, office, communications 139,326 42.0
systems professional broadcasting,
etc.87 297.
3. Non -consolidated net income per common share is
based on "Accounting Standard for Earnings Per Share"
(Financial Accounting Standard No.S.)

(Note) Chikumagawa 2nd Technical Center changed its
name to Asama Techno Factory as of April 1, 2005.(Shanghai, China )
Sales TDK Electronics Corporation
(The State of New York , U.S. The number of employees represents the personnel in
office.0% Sale of
America (U.A.0% Sale of
Europe GmbH recording
(Germany) media & systems
products

TDK-MCC Yen 1,000 million 100.

(3) Results of Business Combination:

The number of consolidated subsidiaries including the twelve
principal subsidiaries stated above is 71 and that of
affiliates as to investment in which the equity method of
accounting has been carried out is six.

(7) Major Lenders , Amount of Loans and Number of the Shares of the
Company Owned

Not applicable .P. Other comprehensive income includes changes in
foreign currency translation adjustments , minimum
pension liability adjustments and net unrealized
gains (losses) on securities . Corporation
TDK Europe S., Ltd.

Software for the in-house use is computed using the
straight-line method based on the utilizable period
(5 years) within the Company.

(Notes with respect to Balance Sheet)

1. Those auditing standards require
us to obtain reasonable assurance about whether the statutory
report and supporting schedules are free of material
misstatement.00 per share, a Yen 15. Provided, however, that
on or after the date on which stock acquisition rights
are issued (hereinafter referred to as the "issue date"),
in case the Company makes a stock split or
stock consolidation of shares of common stock, the
number of shares attached shall be adjusted proportional
to the percentages of such stock split or stock
consolidation of shares.

3. Summary of the issuance of stock acquisition rights:
(1) Class and number of shares to be issued upon exercise
of stock acquisition rights:
The maximum number shall be 119,000 shares of common
stock of the Company. Any
amount less than one yen arising out of such adjustment
shall be rounded upward to the nearest yen. to the Commercial Code, etc.
You are requested to elect seven (7) Directors. "Their client base complements the firm's, and
their addition enhances our profile in New York and strengthens even more our
ability to handle major media and entertainment litigation from coast to
coast. New York and Los Angeles
are the media and entertainment capitals of the world, and I'm delighted to be
joining the leading law firm in these areas.

sandis ozolinsh

Governor Kerry Healey, Senate President Robert E.

WHO:
* Governor Mitt Romney
* Lt., an in particular the recently launched EveryBody Move! Campaign,
which combines a state -wide public awareness campaign with a membership-driven
outreach program targeting 8-14 year olds in the Commonwealth of
Massachusetts.

(Inductive devices) Sales increased year on year.
Electronic AV, office, communications 116,387 17.0 0.4
materials and other types of
equipment; automobiles,
etc. In this vein, the TDK Group will refine
its core technologies (materials, process and evaluation &
simulation technologies ) while concentrating on three
fast-growing key fields: IT home electronics; high-speed,
large -capacity networks; and car electronics.),
Chikumagawa Plant (Nagano Pref .)
Chikumagawa 2nd Technical Center
(Nagano Pref .A.41 -- --
Services Bank,
Ltd.9 17. USD283,550 thousand 100 . (China) and sale
of electronic
materials &
components

TDK Recording Euro 82 ,846 thousand 100.L. Kazutaka Kubota, Kaoru Matsumoto and
Ryoichi Ohno are outside Corporate Auditors
prescribed in Section 1, Article 18 of
the "Law Concerning Special Exceptions to the
Commercial Code Concerning Audit, etc. Out of the aggregate amount stated in 2 94
above, the amount of remunerations payable to
independent certified public accountants by the Company:

(Note) The amount of remunerations for auditing pursuant to
the Law Concerning Special Exceptions to the Commercial
Code concerning Audit, etc.

(7) Events and conditions of cancellation of stock acquisition
rights:
(a) If a proposal for approval of a merger agreement,
where the Company is the dissolving company, is
approved at a meeting of stockholders of the Company,
or if a proposal for approval of a stock exchange
agreement or a proposal for share transfer under
which the Company becomes a wholly owned subsidiary
of another company, is approved at a meeting of
stockholders of the Company, stock acquisition
rights may be cancelled without any charge. Any amount arising from the discontinued
business during the 109th fiscal year in
accordance with the Statement of Financial
Accounting Standards ("SFAS") No. Number of associated companies accounted
for by the equity method: 6
Name of major associated companies accounted
for by the equity method:
BT Magnet Technologie
GmbH
Semiconductor Energy
Laboratory Co. Our audit
procedures also include those considered necessary for the
Company's consolidated subsidiaries .

Supplementary Information (7)

Non-Consolidated STATEMENT OF INCOME

From: April l, 2004
To: March 31, 2005

Item Amount
CURRENT INCOME AND LOSS (Millions
of yen)

Operating Income and Loss 328,452
Operating income 328,452
Net sales 319,798
Operating expenses 258,007
Cost of sales 61,791
Selling, general and administrative expenses 8,653
Operating income 31,436
Non-operating Income and Loss 12,898
Non-operating income 8,706
Interest and dividend income 8,431
Technology commission 1,399
Rental received 9,539
Other non-operating income 42
Non-operating expenses 655
Interest paid 7,605
Exchange loss 1,236
Depreciation of leased assets 30,550
Other non-operating expenses
Current Income 30,628
EXTRAORDINARY PROFIT AND LOSS 53
Extraordinary Profit 30,225
Gain on sales of fixed assets 349
Gain on transfer to the government of the 1,334
substituted portion of Employees' Pension Plan
Other profit 1,309
Extraordinary Loss 24
Loss on disposal of fixed assets
Loss on devaluation of investment securities 59,843
Income before income taxes 10 ,942
Income taxes current 9,388
Income taxes - deferred 39,513
Net income 10,252
Retained earnings brought forward from the preceding 139
year
Loss on disposition of treasury stock 3,966
Interim dividends 45,660
Unappropriated retained earnings for the year

(Notes) 1. Non-operating transactions with
subsidiaries: Yen 31,192 million
4.


May 6, 2005

Board of Corporate Auditors of
TDK Corporation

Corporate Auditor (full-time)
Masaaki Miyoshi (Seal )
Corporate Auditor (full-time)
Takuma Otsuka (Seal)
Corporate Auditor
Kazutaka Kubota (Seal)
Corporate Auditor
Kaoru Matsumoto (Seal)
Corporate Auditor
Ryoichi Ohno (Seal)

(Note) Messrs. On the other hand, there is no statement concerning
the tax audit in the Public Accountants' Report for
the non-consolidated statutory reports. 6, 1945) June 1992: General Manager of
Corporate Planning
Office of the
Company
June 1996: Director and General
Manager
of Human Resources
Dept. Orin Snyder has joined the firm's New York office as a partner from
Manatt Phelps + Phillips. Formerly the head of the Manatt's Litigation Unit
in New York and the East Coast , Snyder will continue his intellectual property
and commercial litigation practice with an emphasis on media and entertainment
industries, as well as his white-collar practice."

About Orin Snyder
Snyder represents major corporations and prominent individuals in media
and entertainment , intellectual property and other commercial litigation. She is a 1996 graduate of Yale University
School of Law, where she was Editor of Yale Law Journal and the recipient of
the John Gallagher Prize for Best Trial Performance in Yale's Mock Trial
Competition.

thure seiji

- Event Closed to the Working Media

WHERE: KINGS, 10 Scotia Street, Boston, Massachusetts

Contacts: Becky Collet, 617 -840-6127
Jodi Charles, 617-725-4025

FACTS:
"Stars + Strikes" was created by and designed to benefit the initiatives
of the Massachusetts Governor's Committee on Physical Fitness + Sports
(MGCPFS).org or
http://www. In
power systems, sales of DC-DC converters and DC-AC inverters were
healthy.2%, from Yen 136,000 million to Yen 112,639 million.S.76
income (loss)
per common
share (Yen )

Stockholders' 583,927 553,885 576,219 650,715
equity

Total assets 749,910 747,337 770,319 790,020


(Non-Consolidated Results)
(Yen millions )

Term 106th 107th 108th 109th

Item (Apr .93
(loss) per
common share
(Yen )

Stockholders' 426,439 419,241 415 ,878 447,480
equity

Total assets 522,140 509,561 526,143 538 ,877


(Notes) 1.

- Expedite development
TDK will focus on speeding up development by raising
efficiency through measures such as a more robust technology
strategy and improvements to processes." Furthermore, TDK will
comply with the U.

As always, TDK requests the continued support and guidance of
stockholders

2.)
TDK Europe S.S.) of U., Accounting
Firm of
Kaoru Matsumoto

Corporate Auditor Ryoichi Ohno Senior Vice
President and Chief
Financial Officer
of The
Gibraltar Life
Insurance Co.P.144, "Accounting
for the Impairment of Long-Lived Assets" is
stated above. Significant Accounting
(1) Standards for preparation of consolidated statutory
reports:

The consolidated statutory report including consolidated
balance sheets and consolidated statements of income has
been prepared on the basis of accounting principles
generally accepted in the United States of America ("U.:
No consumption tax, etc .

(Notes with respect to Balance Sheet)

1. Number of consolidated subsidiaries: 71
Name of major consolidated subsidiaries:
TDK U.A. A special depreciation reserve and advanced
depreciation reserve are reversed or set up
in accordance with the Special Taxation
Measurement Law. In addition, we requested reports on business from
the Company's subsidiaries.


- End -
(Reference)

Tax Office Investigation on Transfer Price System

The Company has been subject to the tax audit by the Tokyo
Regional Taxation Bureau with respect to transfer pricing
between the Company and its overseas subsidiaries during
the five year periods between the 103rd fiscal year (from
April 1, 1998 to March 31, 1999) and the 107th fiscal year
(from April 1, 2002 to March 31, 2003).

2.

(3) Issue price of stock acquisition rights:
Free of charge

(4) Amounts to be paid for the exercise of each stock
acquisition right:
Amounts to be paid for the exercise of each stock
acquisition right shall be the amount to be paid per
share (hereinafter referred to as the "Exercise Price ")
of shares to be issued or transferred upon exercise of
the stock acquisition right, multiplied by the number of
shares attached. of
Recording
Media Business Group
of the Company
June 1996: Director & General
Manager of Data
Storage Components
Business Group of
the Company
June 1998: President &
Representative
Director of the
Company
(present post)

2., Cablevision, William Morris Agency,
Bob Dylan, Marc Anthony, Julie Andrews and Ozzy and Sharon Osbourne. Silberman,
of the U. For more
information, visit http://www.

orbach orwig

Travaglini
* Boston Red Sox President/CEO Larry Lucchino + Chairman, Tom Werner
* New England Patriots + New England Revolution Vice Chairman Jonathan
Kraft
* Boston Celtics CEO + Managing Partner Wyc Grousbeck + Managing Partner,
Stephen Pagliuca
* Boston Bruins Executive Vice President Charlie Jacobs
* Tom Brady, Doug Flutie, Dan Koppen, Patrick Pass, Lonie Paxton , Andre
Tipett of the World Champion New England Patriots
* David Ortiz, Manny Ramirez , Edgar Renteria, Jay Payton of the World
Champion Boston Red Sox
* Paul Pierce, Al Jefferson and Jo Jo White of the Boston Celtics
* Boston Bruins Legends: Cam Neely, Bobby Orr
* Taylor Twellman, Jay Heaps, Joe Franchino, Pat Noonan, Steve Ralston and
Matt Reis of the New England Revolution
* Actors: Denis Leary, Lenny Clark, Michael Lombardi, Steve Pasquale,
Daniel Sunjata and Mike O'Mally
* Reality TV Stars: Rob + Amber Mariano and Shawn Manning

And many more national and local celebrities to be confirmed. Date and Time: 10:00 a.m.

Matters to be Resolved:

First Item: Approval of Proposal for Appropriation
of Retained Earnings for the 109th
Fiscal Year

Second Item: Issuance of Stock Acquisition Rights as
Stock Option Scheme for Stock-Linked
Compensation Plan
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(from Page 37 to page 39)

Third Item: Issuance of Stock Acquisition Rights
as Stock Option Scheme
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(from Page 39 to page 41)

Fourth Item: Acquisition of Own Shares of the
Company
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(Page 41)

Fifth Item: Election of seven (7) Directors

- End -

(Documents Attached to the Notice of Convocation
of the Ordinary General Meeting of Stockholders)

Supplementary Information (1)

Business Report
From: April 1, 2004
To: March 31, 2005

1. TDK also actively made investments to drive growth ,
such as by ramping up production capacity of multiplayer chip
capacitors and forging a strategic alliance regarding HDD heads.

(Optical media) Sales of optical media increased, with higher
DVD sales volumes offsetting a sharp fall in prices of DVDs and
lower CD-R sales.

*Linear Tape -Open, LTO, LTO logo, Ultrium and Ultrium logo are
trademarks of HP, IBM and Certance LLC in the U . export 473,828 72.

Funds for these capital expenditures were provided by cash on hand. 1, (Apr. With 2005
also the trough of the current semiconductor cycle , there is a
persistent sense of uncertainty about the economic outlook.

(4) Acquisition, Disposal and Holding of the Company's Own Shares

(1) Shares acquired:
Shares of common stock: 237,887 shares
Aggregate amount of acquisition cost: Yen 1,682,902,724

(2) Shares disposed:
Shares of common stock: 73,022 shares
Aggregate amount of disposal cost: Yen 578,365,235

(3) Number of shares held for the fiscal year under review:
945,072 shares of
common stock

(5) Matters Concerning Employees of TDK Group and the Company

(1) Employees of TDK Group:

Business Division Number of Changes from
Employees preceding fiscal
year

Electronic materials and components 33,050 699 (increased)
Recording media & systems 2,593 314 (decreased)
Other companies (all segment) 1,472 74 (decreased)
TOTAL 37,115 311 (increased)

(2) Employees of the Company:

Number of Changes from Average Age Average Working
Employees preceding fiscal Years
year

5,190 133 (decreased) 39.) electronic
materials &
components

TDK Taiwan NTD424,125 thousand 83. recording
(Luxembourg) media &
systems
products

TDK Electronics Euro 46,544 thousand 100., Ltd. Summary of method of audit:

Each Corporate Auditor, subject to, inter alia, the audit
policy and the business assignment, etc.
2. are
stated separately. Accounting basis of principal allowances:

(1) Allowance for doubtful receivables:
In order to prepare for losses from bad debts, it is
stated an estimated incollectible amount , in
consideration of the past experience for bad debt
ratio with respect to doubtful
receivables in general, and the individual estimate
on possibility of collection with respect to doubtful
receivables.
Actuarial gains and losses are amortized from the
next year following the year in which such gains and
losses occurred using the straight-line method over
certain periods within the estimated average
remaining service years of employees. Purchases from subsidiaries: Yen 144,949 million
3. Dividends are calculated excluding treasury
stock of 945,072 shares.

Supplementary Information (9)

CERTIFIED COPY OF PUBLIC ACCOUNTANTS' REPORT

(English Translation of the Auditors' Report Originally
Issued in Japanese Language)

Independent Auditors' Report


May 2, 2005
To: The Board of Directors of TDK Corporation
KPMG AZSA & Co.
(4) With respect to the supporting schedules (limited to
accounting matters) there are no items to be noted
that are not in conformity with the provisions of the
Commercial Code.0 increase per share over the
previous fiscal year.

(5) Exercise period of stock acquisition rights:
The exercise period shall be determined by the
Board of Directors and shall be within a period
from July 1, 2005 to June 30, 2025.
The exercise price shall be an amount which is the
average of the closing prices (regular way) of the
Company's shares of common stock on the Tokyo Stock
Exchange, Ltd. On or after the issue date, in case of a stock
split or stock consolidation of the Company's shares of
common stock, the Exercise Price shall be adjusted
proportional to the percentages of stock
split or stock consolidation of shares." He has taught trial advocacy as an adjunct professor and
lecturer at various law schools and also teaches courses on copyright law,
entertainment law, criminal law and litigation for continuing legal education
programs and clients.
Beringer practices in the areas of entertainment and media, general
commercial litigation and intellectual property law. The Group's clients include Sony (Sony
Corporation of America, Sony Pictures Entertainment, Columbia Tri-Star Home
Entertainment , Fox Entertainment Group), Universal Pictures and NBC.

ouellet ofarim

93, compared with Yen 32.

Sector results were as follows. Sales of multilayer chip
capacitors, the main product in the capacitors sector, were strong
in the first half, as previously mentioned. The increase was attributable to higher demand
spurred by acceleration in the pace at which automobiles are
incorporating electronics and the increasing sophistication of
mobile phones, as well as new product launches.

(Non-Consolidated )
(Yen millions)
Division Main Applications Amount Share of YoY
Sales Change

Electronic 284,799 86.0 3. to Mar . Increasing TDK's
ability to generate earnings by supplying products and
technologies imbuing value that these markets demand on a
timely basis is a key issue.
Barclays Bank PLC 2,849 2.A. Out of companies stated above, the Company
indirectly owns 100% of:
TDK Electronics Corporation
TDK Corporation of America
SAE Magnetics (Hong Kong) Limited
TDK Recording Media Europe S.5 million
have been rounded upward.
2.5 million have been
rounded downward and amounts not less than
Yen 0.

(Separate Note)

(Basic Matters for Preparation of Consolidated statutory reports)

1. The cost of
securities sold is primarily calculated by the moving
average method. Assets pledged or collateral:
Securities Yen 699
million
Investment securities Yen 994
million
5.76
Diluted net income per share: Yen 339.
Tokyo Magnetic
Printing Co.

2. Matters to be Resolved and Matters for Reference:

First Item: Approval of Proposal for Appropriation of
Retained Earnings for the 109th Fiscal Year

The appropriation of retained earnings for the fiscal year
under review is proposed as stated in Supplementary Information (8)
(in the page 32). The Company's
fundamental dividend policy is to steadily increase the dividend
taking into consideration the level of consolidated return on equity,
dividends on equity and business results, among other factors.00 per share.00 per share, which were paid in December
6, 2004, the total dividends for the fiscal year under review will
be Yen 70. Reason for the issuance of stock acquisition rights with
specially favorable terms and conditions to persons other
than stockholders:

The Company intends to issue stock acquisition rights
without any charge to Directors and Corporate Officers as a
stock option scheme for stock-linked compensation plan in
accordance with the conditions of the issuance as
stated in 2 below.

(8) Restrictions on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be
subject to approval of the Board of Directors of the
Company. He is a terrific addition to the
firm and to our already deep New York litigation bench., American Media, Inc. Before that, he practiced with Parcher, Hayes + Snyder from
1994 to 2003 (which merged with Manatt in December 2003).

About Gibson Dunn's New York Litigation Practice
New York is host to a team of highly regarded and experienced litigators
who handle complex litigation matters in securities , antitrust, commercial
disputes, unfair trade practices, government contracting, First Amendment ,
media litigation and compliance-related investigations.

About Gibson Dunn's Media and Entertainment Practice Groups
Gibson, Dunn + Crutcher is unique among law firms in the depth and breadth
of its media and communications practice.

meara sandis

m. Please be aware that the
voting right exercise form should arrive at us through your
standing proxy in Japan on or prior to June 29, 2005 . In
comparison, the Japanese economy slowed due to a drop-off in exports,
the result of second -half production cutbacks by manufacturers of
digital products, despite strength in capital expenditures that was
supported by strong corporate earnings.However, demand for these
components began to cool in the second half in line with production
cutbacks of finished products that use them.4%, from Yen 55,712 million
to Yen 62,072 million.9%, from Yen 316,050
million to Yen 328,452 million .8
materials and other types of
equipment; automobiles,
etc.7 8.3 -3.

TDK will unite as a company to take up the challenge of executing
the following initiatives in the year ending March 31, 2006.

TDK believes that enhancing corporate governance is vital to
improving management fairness, impartiality and transparency.), Kisakata Plant (Akita
Pref.)

(3) Matters Concerning Shares

(1) Total Number of Shares:
Number of Shares Authorized
to be Issued
by the Company: 480,000,000 shares

Number of
Shares Issued: 133,189,659 shares
(2) Number of
Stockholders: 23,295 stockholders
(a decrease of 2,655 from the end of the
preceding fiscal year)

(3) State of Stock Acquisition Rights:

Stock acquisition rights already issued:

Number of stock Types and Issue price
acquisition number of
rights shares
issued upon
exercise
of stock
acquisition
rights

1st stock acquisition 1,716 Common Stock Free of
rights charge
(Pursuant to resolution 171,600
adopted at the Ordinary
General Meeting of
Stockholders held on
June 27, 2002)
2nd stock acquisition 2,537 Common Stock Free of
rights charge
(Pursuant to resolution 253,700
adopted at the Ordinary
General Meeting of
Stockholders held on
June 27, 2003)
3rd stock acquisition 2,343 Common Stock Free of
rights charge
(Pursuant to resolution 234,300
adopted at the Ordinary
General Meeting of
Stockholders held on
June 29, 2004)

(4) Principal Stockholders (ten largest stockholders):

Investment to the Investment to the
Company Principal Stockholders
of the Company

Name of stockholder Number of Percentage Number of Percentage
shares held of shares shares held of shares
held held
(thousands ( %) (thousands (%)
of shares) of shares)

The Master 17,271 12., Ltd., Ltd.S. and Asia,
respectively, and one manufacturing subsidiary , one sales
subsidiary and one regional superintended subsidiary were
respectively established in the Asian area.

(10) Stock Acquisition Rights with Specially Favorable Terms
and Conditions Issued to Persons other than Stockholders
During the Fiscal Year Under Review

On August 6, 2004, the stock acquisition rights were issued
as stock option scheme pursuant to the resolution of the
Ordinary General Meeting of Stockholders held on June 29,
2004 and the approval of the meeting of the Board of
Directors held on July 29, 2004. Principal Accounting Principles, etc. is included in the
statutory reports. Allowance for doubtful receivables: Yen 2,560
million

2. of Kabushiki Kaisha".

6.
(3) The proposal for appropriation of unappropriated
retained earnings has been prepared in conformity with
related laws and regulations and the Articles of
Incorporation of the Company.

Third Item: Issuance of Stock Acquisition Rights as Stock Option
Scheme

You are requested to approve the issuance by the Company of stock
acquisition rights in accordance with the following terms and
conditions, pursuant to Article 280-20 and Article 280-21 of the
Commercial Code of Japan, in order to grant such rights as a stock
option to key employees of the Company and Directors and key
employees of each of the associated companies.
On or after the issue date, in case the Company issues
new shares of its common stock or disposes of its
Treasury stock at a price less than the current market
price (except for issue or transfer upon exercise of
stock acquisition rights or transfer of its
treasury stock pursuant to the provisions of Section 2,
Article 5 of the Supplement of the "Law regarding the
Partial Amendments, etc. Summary of the allotment of stock acquisition rights:
In addition, when granting stock acquisition rights to each
grantee, the Company shall enter into the "Granting of Stock
Acquisition Right Agreement" with each of the grantees , which
shall provide for the additional conditions deemed reasonable
by the Board of Directors for the purpose of the issuance of
stock acquisition rights. 1999: Director , Deputy
General
Manager of Electronic
Components Sales &
Marketing
Division of the
Company
General Manager of
Europe
Sales Office of
the Company
and General Manager
of Europe
Sales Division of the
Company
June 2002: Director &
Senior Vice

New York Partner Orin Snyder Anchors the Five-Member Team Joining the Firm

NEW YORK, Gibson, Dunn + Crutcher LLP is pleased
to announce the addition of a five-lawyer media and entertainment litigation
team.
Isserles and Zealand join the firm in New York as associates. I also look forward to expanding
my white-collar practice, working with the outstanding lawyers in Gibson
Dunn's Business Crimes and Investigations Practice Group.

ozick thure

In this business environment , TDK continued to implement profit
structure reforms.3% from Yen 655,792 million. Current income rose
197. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," for comparative purposes.

Looking at electronic materials and electronic devices, demand
for components was strong in the fiscal year's first half on the
back of higher demand for digital home appliances driven by the
Athens Summer Olympic Games.
However, sales of magnets increased year on year, the result of
steadily rising demand for use in automotive and HDD applications.
Total 657,853 100.3
Incl. In the
recording media & systems segment, capital expenditures totaled
Yen 3,813 million, mainly for facilities to increase DVD production. 1, (Apr.56 317. Consolidated net sales for the 106th, 107th and
108th terms have been restated in relation to
operations that were classified as discontinued
operations in the 109th term in accordance with
Statement of Financial Accounting Standards No.

Against this economic backdrop, from a medium-term perspective, the
electronics industry is expected to see the growth of digital home
appliances, the convergence of information and communications, as
typified by the increasingly diverse functions offered by mobile
phones , and the greater use of electronics in motor vehicles.

- Strengthen human resources
TDK regards the development of employees as the starting point
for creating new products with value, making businesses more
competitive and taking on other challenges that will drive the
growth of the company.
(Trust account)
Japan Trustee 13,869 10.69 999 0., Ltd.86 -- --
Bank and Trust
Company
Nippon Life 2,415 1.8% Manufacture
Corporation and sale
(Taiwan) of electronic
materials &
components

SAE Magnetics HKD50 thousand 100. During the
fiscal year under review, six companies decreased. As a result, a
total of five companies were included in consolidation . The
number of consolidated subsidiaries is 71 (domestic 18,
overseas 53). While affiliates as to investment in which the
equity method of accounting has been carried out was previously
8 (domestic 5, overseas 3), they are 6 (domestic 4, overseas 2)
for the fiscal year under review. The aggregate amount of remunerations payable 170
to independent certified public accountants by the
Company and its subsidiaries:

2.

We conducted our audit in accordance with auditing standards
generally accepted in Japan. Kazutaka Kubota, Kaoru Matsumoto and Ryoichi
Ohno are outside Corporate Auditors prescribed in
Section 1, Article 18 of the Law Concerning Special
Exceptions to the Commercial Code Concerning Audit,
etc.

4.

(Notes with respect to Retirement and Severance Benefits)

1.

The Company gives a priority to returning income to its
stockholders as an important management issue.

1.

(5) Exercise period of stock acquisition rights:
From August 1, 2007 to July 31, 2011

(6) Conditions of exercise of stock acquisition rights:
Each stock acquisition right shall not be partially
exercised .
Snyder said, "Gibson Dunn is a powerhouse firm that uniquely can service
my clients on a full-service basis around the world.C.

outram olsson

- Celebrity Introductions, Speaking Program and
Presentation
7:00p. In the event that you are unable to
attend the meeting , please study the reference documents below
and indicate on the enclosed voting right exercise form your
approval or disapproval of the items on the agenda, since you
may exercise your voting right by written form by returning
the form to the Company after affixing your seal impression. This decrease was due to a reduction in output of
deflection yoke cores and flyback transformers cores used in CRT TVs. TDK recorded slightly higher sales of anechoic chambers
for electronmagnetic noise control and growth in external sales of
manufacturing equipment due to higher investments in semiconductor
facilities and equipment by customers.

(Recording Media & Systems Segment)
This segment is made up of four product categories: audiotapes,
videotapes, optical media and other products.

Segment sales
declined 17.
Recording media & Entertainment, education, 112,639 17.0 -2.8 5. 1, (Apr. 1,
2001 2002 2003 2004
to Mar.

In the 108th term, sales and earnings increased on a consolidated
basis due to strong performances in the recording devices sector
and other areas. And, to
remain an attractive and exciting company, TDK aims to grow by
creating greater value.)
Mikumagawa Plant (Oita Pref.S.88 -- --
Securities (Japan)
Ltd., Ltd . Temporary or part-time employees are not included in
the list above.3% compared with the preceding fiscal year). Mr. Out of the aggregate amount stated in 1 143
above , the amount of remunerations payable to
independent certified public accountants by the Company
and its subsidiaries in consideration of the duties
specified in Article 2, Section 1 of the Certified
Public Accountants Law of Japan (duties of audit
certification):

3.
(b) In the event that the Company acquires and
holds stock acquisition rights, it may, at any
time, cancel without any charge any and all of
such stock acquisition rights.5 million have been rounded upward.
GAAP"), in compliance with Article 179, Section 1 of
the Commercial Code Enforcement Regulations.
Securities for sale:
They are carried at fair value as of the balance
sheet date with changes in unrealized holding gain or
loss, net of the applicable income taxes, included
directly in shareholders' equity.

Unrealized prior service costs of employees are
amortized in the year in which such costs occurred
using the straight-line method over certain periods
within the estimated average remaining service
years of employees. Contingent liabilities including guaranteed
liabilities:
Outstanding guaranteed liabilities Yen 6,296
million
6. We believe that
our audit provides a reasonable basis for our opinion.

1.

3. Method of accounting for lease transactions:
Finance leases, except for those in which ownership is
deemed to be transferred to the lessee, are accounted
for as operating leases, that is, the rental of
property. Pecuniary credits and debts to subsidiaries:
(1) Short-term credits Yen 67,768 million
(2) Long-term credits Yen 110 million
(3) Short-term debts Yen 25,644 million

2. set up by the
Board of Corporate Auditors and the duties assigned to each
Corporate Auditor, has attended meetings of the Board of
Directors and other meetings as deemed important, heard
the performance of the duties, perused the documents whereby
the important decisions were made, and examined business and
financial conditions at the head office and the principal
offices. Together with the interim
dividends of Yen 30.

(7) Events and conditions of cancellation of stock
acquisition rights:
If the holder of stock acquisition rights is unable to
exercise the stock acquisition rights, stock acquisition
rights may be cancelled without any charge.

Fourth Item: Acquisition of own shares of the Company

You are requested to approve that the Company will acquire up to
160,000 shares of common stock of the Company, with a maximum
aggregate acquisition cost of Yen 1. 2, 1948) Jan. 1994: General Manager of
European Sales
Headquarters
of Electronic
Materials
Sales & Marketing
Dept.
Before joining Gibson Dunn, Snyder was a litigation partner in the New
York office of Manatt, where he led that firm's New York and East Coast
Litigation Unit.
Snyder was named one of the top young lawyers in the country by The
American Lawyer in its 2003 article, "45 Under 45: The Rising Stars of the
Private Bar. Records, Scholastic and Frank
McCourt.S Court of Appeals, District of Columbia Circuit.

ostriker onassis

- Celebrities, Dignitaries and Guests scheduled to
arrive
5:45p. The goal is to educate children about the benefits of being
physically fit and encourage participation in activities that are fun and
provide them with positive results.80.

(1)Electronic Materials
This sector is broken down into two product categories: capacitors,
and ferrite cores and magnets.

(Ferrite cores and magnets) Sales of ferrite cores and magnets
increased year on year.8%, from Yen 107,999 million to Yen 116,387
million. Inductive devices,
the main product category in the electronic devices sector, posted
higher sales despite lower sales prices and the negative effect of
forex movements.2
systems professional broadcasting,
etc.
Recording media & Entertainment, education, 43,652 13. to Mar. 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)" effective from the 107th term. Results in the 106th term
partly reflect the inclusion of restructuring costs for reforms
to the profit structure. The TDK Group has
continuously reformed and improved the structure of its businesses,
but it believes that responding to the