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 February 2009

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		þ		Form 40-F		o

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		o		No		þ

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 report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TDK Corporation (Registrant)
February 9, 2009	BY:	/s/ Seiji Enami
		Seiji Enami
		Director and CFO, Executive Vice President , General Manager of Administration Group

TABLE OF CONTENTS


• SIGNATURES

• Press release regarding TDK’s Consolidated results for the 3rd quarter of FY March 2009
Summary
1. Summary Information Regarding Consolidated Business Results
2. Summary Information Regarding Consolidated Financial Position
3. Summary Information Regarding Consolidated Projections
4. Others
5. Balance sheets
6. Statements of income
7. Statements of cash flows
8. Segment Information
9. Subsequent Events
10. Supplementary Information

TDK Corporation
February 9, 2009


Contact;
TDK Corporation(Tokyo)	Corporate Communications Department
	Tatsuhiko Atsumi	+81(3)5201-7102

Consolidated results (U.S. GAAP) for the 9-month-period of FY March 2009

Summary (April 1, 2008 - December 31, 2008)



Term	The 9-month-period of FY2008					The 9-month-period of FY2009								Change
	(April 1, 2007 - Dec. 31, 2007)					(April 1, 2008 - December 31, 2008)								Change
Item	(Yen millions)			%		(Yen millions)			%		(U.S.$ thousands)			(Yen millions)			Change(%)



Net sales		658,430			100.0		588,316			100.0		6,465,011			(70,114	)		-10.6
Operating income		73,862			11.2		9,272			1.6		101,890			(64,590	)		-87.4
Income (loss) before income taxes		77,002			11.7		(303	)		-0.1		(3,330	)		(77,305	)		—
Net income (loss)		56,339			8.6		(2,449	)		-0.4		(26,912	)		(58,788	)		—



Per common share:
Net income (loss) / Basic	Yen 433.55					Yen (18.99)						U.S.$ (0.21)
Net income (loss) / Diluted	Yen 433.06					Yen (18.99)						U.S.$ (0.21)



Capital expenditures		58,842			—		86,783			—		953,659			27,941			47.5
Depreciation and amortization		50,696			7.7		61,189			10.4		672,407			10,493			20.7
Research and development		40,993			6.2		42,952			7.3		472,000			1,959			4.8
Result of financial income		6,833			—		2,131			—		23,418			(4,702	)		-68.8
Ratio of overseas production		70.0	%		—		75.3	%		—		—
Number of employees		58,718			—		74,071			—		—


		3rd quarter consolidated results (October 1, 2008 - December 31, 2008)



Term	3Q of FY2008					3Q of FY2009								Change
	(Oct. 1, 2007 - Dec. 31, 2007)					(October 1, 2008 - December 31, 2008)								Change
Item	(Yen millions)			%		(Yen millions)			%		(U.S.$ thousands)			(Yen millions)			Change(%)



Net sales		225,342			100.0		191,779			100.0		2,107,462			(33,563	)		-14.9
Operating income (loss)		26,717			11.9		(5,109	)		-2.7		(56,143	)		(31,826	)		—
Income (loss) before income taxes		28,640			12.7		(15,129	)		-7.9		(166,253	)		(43,769	)		—
Net income (loss)		21,713			9.6		(14,317	)		-7.5		(157,330	)		(36,030	)		—



Per common share:
Net income (loss) / Basic	Yen 167.39					Yen (111.00)						U.S.$ (1.22)
Net income (loss) / Diluted	Yen 167.25					Yen (111.00)						U.S.$ (1.22)



Capital expenditures		20,600			—		19,067			—		209,527			(1,533	)		-7.4
Depreciation and amortization		17,584			7.8		22,365			11.7		245,769			4,781			27.2
Research and development		13,942			6.2		15,803			8.2		173,659			1,861			13.3
Result of financial income		2,160			—		232			—		2,549			(1,928	)		-89.3
Ratio of overseas production		73.0	%		—		77.6	%		—		—

Note:

U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

[Summary Information and Financial Statements]

1. Summary Information Regarding Consolidated Business Results

Consolidated results for the first nine months of fiscal 2009, the period from April 1 to December 31, 2008, were as follows:

The first three quarters of fiscal 2009 in the electronics market, which has a large bearing on the Company’s consolidated performance, saw demand languish, particularly for high-performance electronic devices such as video-related equipment, PCs and mobile phones. In the third quarter in particular, which is normally a period of high demand, manufacturers of these electronic devices began cutting back production because of softer demand as the financial crisis jolted the real economy. As a result, demand for electronic components also dropped sharply. Moreover, a deteriorating supply-demand environment pushed down product prices further and the yen’s rapid appreciation against the U.S. dollar also affected TDK’s operating results.

Amid these conditions, TDK posted consolidated net sales of ¥588,316 million (U.S.$6,465,011 thousand), down 10.6% from ¥658,430 million in the corresponding period of fiscal 2008. Operating income dropped 87.4% from ¥73,862 million to ¥9,272 million (U.S.$101,890 thousand). TDK posted a loss before income taxes of ¥303 million (U.S.$3,330 thousand), compared with income before income taxes of ¥77,002 million in the first nine months of fiscal 2008. TDK also recorded a net loss of ¥2,449 million (U.S.$26,912 thousand), compared with net income of ¥56,339 million in the corresponding period of fiscal 2008. Basic net loss per common share was ¥18.99 (U.S.$0.21), compared with basic net income per common share of ¥433.55 in the first nine months of fiscal 2008.

On October 17, 2008, TDK made EPCOS AG (Headquarters: Germany; President and CEO: Gerhard Pegam) and its subsidiaries (the EPCOS Group) consolidated subsidiaries. Accordingly, the EPCOS Group’s results have been included in TDK’s consolidated results for the nine months ended December 31, 2008.

Average nine-month exchange rates for the U.S. dollar and euro were ¥102.92 and ¥151.07, respectively, as the yen appreciated 12.3% versus the U.S. dollar and 7.2% against the euro, compared to the corresponding period of fiscal 2008. This lowered net sales by approximately ¥62.3 billion and operating income by approximately ¥19.8 billion.

(Sales by Sector)

TDK’s net sales are made up of four product sectors: (1) electronic materials, (2) electronic devices, (3) recording devices, and (4) others. Net sales of the EPCOS Group, which was consolidated from the third quarter of fiscal 2009, are included in “others” because the EPCOS Group’s product segmentation doesn’t correspond to the segmentation used by TDK. Furthermore, recording media sales dropped sharply due to the August 2007 transfer of the TDK brand recording media sales business. Because recording media sales accounted for less than 10% of total net sales in the first nine months of fiscal 2009, these sales were included in the “others” sector. Sector sales were as follows.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

(1)Electronic materials

This sector is broken down into two product categories: capacitors, and ferrite cores and magnets.

Sales in the electronic materials sector dropped 19.4% from ¥154,187 million to ¥124,210 million (U.S.$1,364,945 thousand).

[Capacitors] Sales decreased year on year. This reflected lower sales of multilayer ceramic chip capacitors, the main product in the capacitors category, for use in key applications, namely PCs, AV and game equipment, mobile phones and car electronics. Flagging demand, falling prices and an appreciating yen against the U.S. dollar were the other main factors behind the decrease in overall sales.

[Ferrite cores and magnets] Sales of ferrite cores and magnets declined year on year, the result of lower sales for use in main applications in respect of both products.

(2) Electronic devices

This sector has three product categories: inductive devices, high-frequency components and other products.

Sales in the electronic devices sector declined 13.1% from ¥157,732 million to ¥137,127 million (U.S.$1,506,890 thousand).

[Inductive devices] Sales of inductive devices decreased year on year, the result mainly of lower sales of coils for the auto market, EMC products for mobile phones, and transformers for power supplies.

[High-frequency components] Sales of high-frequency components decreased year on year, reflecting mainly falling sales for use in PCs.

[Other products] Sales of other products were down year on year, with higher sensor and actuator sales unable to offset lower sales due to the termination of some power supply products and falling sales to the semiconductor and other manufacturing facilities markets.

(3) Recording devices

This sector has two product categories: HDD heads and other.

Sector sales decreased 15.6% from ¥246,830 million to ¥208,420 million (U.S.$2,290,330 thousand).

[HDD heads] Sales decreased year on year. HDD head demand declined from the beginning of the third quarter in tandem with softening demand for HDDs from the beginning of the third quarter. Falling prices and the yen’s appreciation against the U.S. dollar also affected HDD head sales, although HDD head sales volume increased year on year for the nine-month period.

[Other] Category sales increased year on year, mainly because sales of an HDD suspension assembly business that became a subsidiary in November 2007 contributed to period results for the first time.

(4) Others

This sector includes all TDK products not included in the three sectors above. Sector sales increased 18.9% from ¥99,681 million to ¥118,559 million (U.S.$1,302,846 thousand). This included net sales of the EPCOS Group of ¥35,878 million. The main products in the others sector, excluding products handled by the EPCOS Group, are recording media, anechoic chambers, mechatronics (production equipment) and energy devices (rechargeable batteries). While sales of energy devices rose, sales of recording media, anechoic chambers and mechatronics decreased.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

(Overseas Sales)

Detailed sales by region can be found in the segment information on page 12.

[Japan] Overall sales declined, with sales declining in all product sectors except electronic materials.

[Americas] Overall sales declined, with sales declining in all product sectors except recording devices.

[Europe] Overall sales rose. Sales declined in all product sectors except others, where the inclusion of the EPCOS Group net sales lifted sales.

[Asia (excluding Japan) and other areas] Overall sales declined, with sales decreasing in all product sectors except others, where the inclusion of the EPCOS Group’s net sales and higher sales of other products lifted sales.

As a result, overseas sales declined 8.7% from ¥543,314 million to ¥496,026 million (U.S.$5,450,835 thousand). Overseas sales accounted for 84.3% of consolidated net sales, a 1.8 percentage point increase from 82.5% one year earlier.

2. Summary Information Regarding Consolidated Financial Position

(2-1) The following table summarizes TDK’s consolidated balance sheet as at December 31, 2008, compared with March 31, 2008.


Total assets	¥1,136,248 million	(21.5% increase)
Total stockholders’ equity	¥635,443 million	(11.3% decrease)
Stockholders’ equity ratio	55.9%	(20.7 percentage point decrease)

At December 31, 2008, cash and cash equivalents were ¥11,102 million higher than at March 31, 2008. Inventories were ¥39,243 million higher, net property, plant and equipment rose ¥88,732 million, and other assets increased ¥72,844 million. In contrast, net trade receivables decreased ¥13,636 million and investments in securities declined ¥13,061 million. Overall, total assets increased by ¥200,715 million compared with March 31, 2008.

Total liabilities increased by ¥277,064 million compared with March 31, 2008, mainly reflecting increases of ¥224,319 million in short-term debt, ¥17,179 million in current installments of long-term debt and ¥7,011 million in long-term debt, excluding current installments. Retirement and severance benefits also increased by ¥23,541 million. The increase in short-term debt was mainly due to the procurement of funds for purchasing EPCOS AG shares.

Total stockholders’ equity decreased by ¥81,134 million compared with March 31, 2008 due mainly to a ¥21,665 million decrease in retained earnings and a ¥61,026 million increase in accumulated other comprehensive income (loss).

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

(2-2) Cash Flows

(¥ millions)



	Fiscal 2008 3Q			Fiscal 2009 3Q			Change
Net cash provided by operating activities		69,071			51,472			(17,599	)
Net cash used in investing activities		(99,546	)		(220,766	)		(121,220	)
Net cash provided by (used in) financing activities		(55,800	)		198,864			254,664
Effect of exchange rate changes on cash and cash equivalents		(4,039	)		(18,468	)		(14,429	)
Net increase (decrease) in cash and cash equivalents		(90,314	)		11,102			101,416
Cash and cash equivalents at beginning of period		289,169			166,105			(123,064	)
Cash and cash equivalents at end of period		198,855			177,207			(21,648	)

Operating activities provided net cash of ¥51,472 million (U.S.$565,626 thousand), a year-on-year decrease of ¥17,599 million. The main reason for this decrease was a net loss of ¥2,449 million (U.S.$26,912 thousand) due to deteriorating market conditions and other factors. Depreciation and amortization increased ¥10,493 million to ¥61,189 million (U.S.$672,407 thousand). In changes in assets and liabilities, trade receivables decreased ¥53,171 million, inventories decreased ¥2,424 million, trade payables decreased ¥35,737 million and accrued expenses decreased ¥7,273 million.

Investing activities used net cash of ¥220,766 million (U.S.$2,426,000 thousand), ¥121,220 million more year on year. Capital expenditures increased by ¥27,941 million, proceeds from sale and maturity of short-term investments declined by ¥24,053 million and acquisition of subsidiaries’ shares increased by ¥113,428 million. On the other hand, there was a ¥17,854 million decrease in payment for purchase of short-term investments, a ¥3,310 million increase in proceeds from sale and maturity of investments in securities, and a ¥7,187 million decrease in payment for purchase of investments in securities.

Financing activities provided net cash of ¥198,864 million (U.S.$2,185,319 thousand), a ¥254,664 million change from the net cash used in the same period of the previous fiscal year. In the first nine months of fiscal 2008, the Company used ¥39,247 million to acquire its treasury shares and ¥15,683 million to pay dividends, among other outflows that resulted in the use of net cash of ¥55,800 million. In the first nine months of fiscal 2009, on the other hand, there was a net increase in short-term debt of ¥218,040 million mainly due to the procurement of funds to purchase EPCOS AG shares, while ¥18,056 million was used to pay dividends.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

3. Summary Information Regarding Consolidated Projections

[Fiscal 2009 Consolidated Projections]

TDK’s projections for consolidated operating results, capital expenditures, depreciation and amortization, and research and development expenses for fiscal 2009, the year ending March 31, 2009, are as follows.

[Consolidated Projections for Fiscal 2009]



Term	February 2009										January 2009
	Announcement			FY2008		Change from			% change		Announcement
	FY2009			(Actual)		FY2008			from		FY2009
	(Forecasts)			(¥ millions)		(¥ millions)			FY2008		(Forecasts)
Item	(¥ millions)										(¥ millions)
Net sales		741,000			866,285		(125,285	)		-14.5		673,000
Operating income		(38,000	)		87,175		(125,175	)		—		(26,000	)
Income before income taxes		(46,000	)		91,505		(137,505	)		—		(32,000	)
Net income		(42,000	)		71,461		(113,461	)		—		(28,000	)

[Projections for Capital Expenditures, Depreciation and Amortization, and Research and Development Expenses]



(¥ millions)
Term	FY2009				FY2008
	(Forecasts)				(Actual)
Item	Amount		% of sales		Amount		% of sales
Capital expenditures		95,000		—		84,312		—
Depreciation and amortization		83,000		11.2		71,297		8.2
Research and development expenses		57,000		7.7		57,387		6.6

(Notes)

The full-year projections announced on January 8, 2009 did not include the expected contribution to results from the acquisition of the EPCOS Group. However, this expected contribution has been factored into the latest projections above.

(Projections for main products are as follows:)
Electronic Materials and Electronic Devices

Looking at markets for electronic materials and electronic devices, supply-demand conditions are worse than initially expected and are expected to remain so in the fourth quarter of fiscal 2009. For these reasons, TDK has revised its sales plans assuming that severe price declines will continue going forward and that the market for the full year will contract compared with the previous fiscal year.

Recording Devices

Sales are forecast to decline on a volume basis year on year because demand conditions for HDDs differ from initial assumptions. Accordingly, TDK has revised its sales plans assuming that sales will track the fall in HDD head demand.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

Others

The electronic components markets to which the EPCOS Group sells its products offer similar prospects to markets for electronic materials and electronic devices. Consequently, difficult supply-demand conditions are expected to continue in the fourth quarter.

(Exchange Rate Forecast)

An average yen-U.S. dollar exchange rate of ¥90 and an average yen-euro exchange rate of ¥120 are assumed for the fourth quarter of fiscal 2009.

Cautionary Statements with Respect to Forward-Looking Statements

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

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

4. Others

(4-1) Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“Fair Value Measurements”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. TDK adopted SFAS 157 on April 1, 2008. The adoption of SFAS 157 has no material effect on TDK’s consolidated financial position and results of operations.

(4-2) Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans

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

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

5) Balance sheets



ASSETS
Term	As of December 31, 2008					As of March 31, 2008			Change from			As of Sep. 30, 2008			Change from
Term	As of December 31, 2008					As of March 31, 2008			March 31, 2008			As of Sep. 30, 2008			Sep. 30, 2008
	(Yen		%	(U.S.$		(Yen		%	(Yen			(Yen		%	(Yen
Item	millions)			thousands)		millions)			millions)			millions)			millions)

Current assets		515,020	45.3		5,659,561		462,820	49.5		52,200			480,963	45.2		34,057
Cash and cash equivalents		177,207			1,947,330		166,105			11,102			173,617			3,590
Net trade receivables		143,482			1,576,725		157,118			(13,636	)		160,913			(17,431	)
Inventories		128,059			1,407,242		88,816			39,243			94,245			33,814
Other current assets		66,272			728,264		50,781			15,491			52,188			14,084

Noncurrent assets		621,228	54.7		6,826,681		472,713	50.5		148,515			582,332	54.8		38,896
Investments in securities		55,653			611,571		68,714			(13,061	)		144,507			(88,854	)
Net property, plant and equipment		355,881			3,910,780		267,149			88,732			299,348			56,533
Other assets		209,694			2,304,330		136,850			72,844			138,477			71,217
TOTAL		1,136,248	100.0		12,486,242		935,533	100.0		200,715			1,063,295	100.0		72,953



LIABILITIES AND STOCKHOLDERS’ EQUITY
Term	As of December 31, 2008							As of March 31, 2008				Change from			As of Sep. 30, 2008				Change from
Term	As of December 31, 2008							As of March 31, 2008				March 31, 2008			As of Sep. 30, 2008				Sep. 30, 2008
	(Yen			%	(U.S.$			(Yen			%	(Yen			(Yen			%	(Yen
Item	millions)				thousands)			millions)				millions)			millions)				millions)

Current liabilities		407,280		35.8		4,475,605			161,961		17.3		245,319			278,502		26.2		128,778
Short-term debt		233,217				2,562,824			8,898				224,319			117,446				115,771
Current installments of long-term debt		17,473				192,011			294				17,179			200				17,273
Trade payables		70,833				778,385			76,391				(5,558	)		83,153				(12,320	)
Accrued expenses		71,581				786,605			63,834				7,747			68,205				3,376
Income taxes payables		2,532				27,824			7,660				(5,128	)		2,365				167
Other current liabilities		11,644				127,956			4,884				6,760			7,133				4,511

Noncurrent liabilities		85,056		7.5		934,681			53,311		5.7		31,745			53,072		5.0		31,984
Long-term debt, excluding current installments		7,163				78,714			152				7,011			157				7,006
Retirement and severance benefits		57,531				632,209			33,990				23,541			34,254				23,277
Deferred income taxes		6,278				68,989			5,998				280			5,873				405
Other noncurrent liabilities		14,084				154,769			13,171				913			12,788				1,296
Total liabilities		492,336		43.3		5,410,286			215,272		23.0		277,064			331,574		31.2		160,762

Minority interests		8,469		0.8		93,066			3,684		0.4		4,785			3,532		0.3		4,937

Common stock		32,641				358,692			32,641				—			32,641				—
Additional paid-in capital		64,172				705,187			63,887				285			64,113				59
Legal reserve		20,519				225,483			19,510				1,009			20,060				459
Retained earnings		667,054				7,330,264			688,719				(21,665	)		690,867				(23,813	)
Accumulated other comprehensive income (loss)		(142,609	)			(1,567,132	)		(81,583	)			(61,026	)		(73,149	)			(69,460	)
Treasury stock		(6,334	)			(69,604	)		(6,597	)			263			(6,343	)			9
Total stockholders’ equity		635,443		55.9		6,982,890			716,577		76.6		(81,134	)		728,189		68.5		(92,746	)
TOTAL		1,136,248		100.0		12,486,242			935,533		100.0		200,715			1,063,295		100.0		72,953

Note:
U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

6) Statements of income

[9-month-period results]


Term	The 9-month-period of FY2008				The 9-month-period of FY2009							Change
	(April 1, 2007 -				(April 1, 2008 -
	Dec. 31, 2007)				December 31, 2008)
	(Yen			%	(Yen			%	(U.S.$			(Yen			Change(%)
Item	millions)			%	millions)			%	thousands)			millions)			Change(%)


Net sales		658,430		100.0		588,316		100.0		6,465,011			(70,114	)		-10.6
Cost of sales		479,304		72.8		461,983		78.5		5,076,736			(17,321	)		-3.6
Gross profit		179,126		27.2		126,333		21.5		1,388,275			(52,793	)		-29.5
Selling, general and administrative expenses		120,186		18.3		113,454		19.3		1,246,747			(6,732	)		-5.6
Gain on business transfer to Imation Corp.		(14,922	)	-2.3		—		—		—			14,922			—
Restructuring cost		—		—		3,607		0.6		39,638			3,607			—
Operating income		73,862		11.2		9,272		1.6		101,890			(64,590	)		-87.4
Other income (deductions):
Interest and dividend income		6,934				3,470				38,132			(3,464	)
Interest expense		(101	)			(1,339	)			(14,714	)		(1,238	)
Loss (gain) on securities, net		(1,504	)			(6,293	)			(69,154	)		(4,789	)
Foreign exchange gain (loss)		(2,186	)			(6,293	)			(69,154	)		(4,107	)
Other-net		(3	)			880				9,670			883
Total other income (deductions)		3,140		0.5		(9,575	)	-1.7		(105,220	)		(12,715	)		—
Income (loss) before income taxes		77,002		11.7		(303	)	-0.1		(3,330	)		(77,305	)		—
Income taxes		20,398		3.1		2,571		0.4		28,252			(17,827	)		-87.4
Income (loss) before minority interests		56,604		8.6		(2,874	)	-0.5		(31,582	)		(59,478	)		—
Minority interests		265		0.0		(425	)	-0.1		(4,670	)		(690	)		—
Net income (loss)		56,339		8.6		(2,449	)	-0.4		(26,912	)		(58,788	)		—

[3rd quarter results]


Term	3Q of FY2008				3Q of FY2009
	(Oct. 1, 2007 -				(October 1, 2008 -							Change
	Dec. 31, 2007)				December 31, 2008)
	(Yen			%	(Yen			%	(U.S.$			(Yen			Change(%)
Item	millions)			%	millions)			%	thousands)			millions)			Change(%)


Net sales		225,342		100.0		191,779		100.0		2,107,462			(33,563	)		-14.9
Cost of sales		160,986		71.4		154,427		80.5		1,697,000			(6,559	)		-4.1
Gross profit		64,356		28.6		37,352		19.5		410,462			(27,004	)		-42.0
Selling, general and administrative expenses		37,639		16.7		38,854		20.3		426,967			1,215			3.2
Restructuring cost		—		—		3,607		1.9		39,638			3,607			—
Operating income (loss)		26,717		11.9		(5,109	)	-2.7		(56,143	)		(31,826	)		—
Other income (deductions):
Interest and dividend income		2,190				1,293				14,209			(897	)
Interest expense		(30	)			(1,061	)			(11,660	)		(1,031	)
Loss (gain) on securities, net		—				(5,251	)			(57,703	)		(5,251	)
Foreign exchange gain (loss)		(190	)			(4,535	)			(49,835	)		(4,345	)
Other-net		(47	)			(466	)			(5,121	)		(419	)
Total other income (deductions)		(1,923	)	0.8		(10,020	)	-5.2		(110,110	)		(11,943	)		—
Income (loss) before income taxes		28,640		12.7		(15,129	)	-7.9		(166,253	)		(43,769	)		—
Income taxes		7,025		3.1		(667	)	-0.3		(7,330	)		(7,692	)		—
Income (loss) before minority interests		21,615		9.6		(14,462	)	-7.6		(158,923	)		(36,077	)		—
Minority interests		(98	)	-0.0		(145	)	-0.1		(1,593	)		(47	)		—
Net income (loss)		21,713		9.6		(14,317	)	-7.5		(157,330	)		(36,030	)		—

Note:
U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

7) Statements of cash flows

[9-month-period results]


Term	The 9-month-period			The 9-month-period
	of FY2008			of FY2009

	(April 1, 2007 - Dec. 31, 2007)			(April 1, 2008 - December 31, 2008)
Item	(Yen millions)			(Yen millions)			(U.S.$ thousands)

Cash flows from operating activities:
Net income (loss)		56,339			(2,449	)		(26,912	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		50,696			61,189			672,407
Loss (gain) on securities, net		1,504			6,293			69,154
Gain on business transfer to Imation Corp.		(14,922	)		—			—
Changes in assets and liabilities, net of effects of acquisition of businesses:
Decrease (increase) in trade receivables		(24,186	)		28,985			318,516
Decrease (increase) in inventories		(14,481	)		(12,057	)		(132,494	)
Increase (decrease) in trade payables		19,886			(15,851	)		(174,187	)
Increase (decrease) in accrued expenses		1,607			(5,666	)		(62,264	)
Increase (decrease) in changes in other assets and liabilities, net		(4,638	)		(14,671	)		(161,220	)
Other-net		(2,734	)		5,699			62,626
Net cash provided by operating activities		69,071			51,472			565,626

Cash flows from investing activities:
Capital expenditures		(58,842	)		(86,783	)		(953,659	)
Proceeds from sale and maturity of short-term investments		29,383			5,330			58,571
Payment for purchase of short-term investments		(31,219	)		(13,365	)		(146,868	)
Proceeds from sale and maturity of investments in securities		1,009			4,319			47,461
Payment for purchase of investments in securities		(8,013	)		(826	)		(9,077	)
Acquisition of subsidiaries		(17,873	)		(131,301	)		(1,442,868	)
Acquisition of affiliates		(2,026	)		—			—
Acquisition of minority interests		(14,070	)		(166	)		(1,824	)
Other-net		2,105			2,026			22,264
Net cash used in investing activities		(99,546	)		(220,766	)		(2,426,000	)

Cash flows from financing activities:
Repayment of long-term debt		(348	)		(1,590	)		(17,472	)
Increase (decrease) in short-term debt, net		(1,022	)		218,040			2,396,044
Cash paid to acquire treasury stock		(39,247	)		(13	)		(143	)
Dividends paid		(15,683	)		(18,056	)		(198,418	)
Other-net		500			483			5,308
Net cash provided by (used in) financing activities		(55,800	)		198,864			2,185,319

Effect of exchange rate changes on cash and cash equivalents		(4,039	)		(18,468	)		(202,945	)
Net increase (decrease) in cash and cash equivalents		(90,314	)		11,102			122,000
Cash and cash equivalents at beginning of period		289,169			166,105			1,825,330
Cash and cash equivalents at end of period		198,855			177,207			1,947,330

Note:

U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

8) Segment Information

1. Geographic segment information

[9-month-period results]



Term		The 9-month-period					The 9-month-period of FY2009
		of FY2008
		(April 1, 2007 -					The 9-month-period of FY2009							(April 1, 2008 -						Change
		Dec. 31, 2007)					December 31, 2008)
Region		(Yen millions)			%		(Yen millions)			%		(U.S.$ thousands)			(Yen millions)			Change(%)
Japan	Net sales		304,155			100.0		237,470			100.0		2,609,561			(66,685	)		-21.9
Japan	Operating income (loss)		40,015			13.2		(14,467	)		-6.1		(158,978	)		(54,482	)		—
Americas	Net sales		82,256			100.0		68,766			100.0		755,670			(13,490	)		-16.4
Americas	Operating income		8,237			10.0		7,185			10.4		78,956			(1,052	)		-12.8
Europe	Net sales		43,097			100.0		66,123			100.0		726,626			23,026			53.4
Europe	Operating income (loss)		(5,018	)		-11.6		(5,304	)		-8.0		(58,286	)		(286	)		—
Asia and	Net sales		482,911			100.0		445,729			100.0		4,898,121			(37,182	)		-7.7
others	Operating income		30,729			6.4		21,816			4.9		239,736			(8,913	)		-29.0
Intersegment	Net sales		253,989					229,772					2,524,967			(24,217	)
eliminations	Operating income (loss)		101					(42	)				(462	)		(143	)
Total	Net sales		658,430			100.0		588,316			100.0		6,465,011			(70,114	)		-10.6
Total	Operating income		73,862			11.2		9,272			1.6		101,890			(64,590	)		-87.4

[3rd quarter results]



Term		3Q of FY2008					3Q of FY2009
		(Oct. 1, 2007 -					(October 1, 2008 -								Change
		Dec. 31, 2007)					December 31, 2008)
Region		(Yen millions)			%		(Yen millions)			%		(U.S.$ thousands)			(Yen millions)			Change(%)
Japan	Net sales		102,895			100.0		69,042			100.0		758,703			(33,853	)		-32.9
Japan	Operating income (loss)		9,758			9.5		(8,942	)		-13.0		(98,264	)		(18,700	)		—
Americas	Net sales		26,194			100.0		23,234			100.0		255,319			(2,960	)		-11.3
Americas	Operating income		2,953			11.3		1,406			6.1		15,451			(1,547	)		-52.4
Europe	Net sales		11,130			100.0		44,704			100.0		491,253			33,574			301.7
Europe	Operating income (loss)		(1,352	)		-12.1		(4,546	)		-10.2		(49,956	)		(3,194	)		—
Asia and	Net sales		170,188			100.0		144,325			100.0		1,585,989			(25,863	)		-15.2
others	Operating income		14,486			8.5		4,891			3.4		53,747			(9,595	)		-66.2
Intersegment	Net sales		85,065					89,526					983,802			4,461
eliminations	Operating income (loss)		(872	)				(2,082	)				(22,879	)		(1,210	)
Total	Net sales		225,342			100.0		191,779			100.0		2,107,462			(33,563	)		-14.9
Total	Operating income (loss)		26,717			11.9		(5,109	)		-2.7		(56,143	)		(31,826	)		—

Notes:

1. Net sales in each geographic area are based on the location of TDK entities where the sales are generated.
2. U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

2. Overseas Sales

[9-month-period results]



Term	The 9-month-period of FY2008				The 9-month-period of FY2009						Change
	(April 1, 2007 -				(April 1, 2008 -
	Dec. 31, 2007)				December 31, 2008)
Region	(Yen millions)		%		(Yen millions)		%		(U.S.$ thousands)						(Yen millions)	Change(%)
Americas		75,073		11.4		65,262		11.1		717,165		(9,811	)	-13.1
Europe		46,225		7.0		49,716		8.4		546,330		3,491		7.6
Asia and others		422,016		64.1		381,048		64.8		4,187,340		(40,968	)	-9.7
Overseas sales total		543,314		82.5		496,026		84.3		5,450,835		(47,288	)	-8.7
Japan		115,116		17.5		92,290		15.7		1,014,176		(22,826	)	-19.8
Net sales		658,430		100.0		588,316		100.0		6,465,011		(70,114	)	-10.6

[3rd quarter results]



Term	3Q of FY2008				3Q of FY2009
	(Oct. 1, 2007 -				(October 1, 2008 -						Change
	Dec. 31, 2007)				December 31, 2008)
Region	(Yen millions)		%		(Yen millions)		%		(U.S.$ thousands)		(Yen millions)			Change(%)
Americas		24,126		10.7		20,673		10.8		227,176		(3,453	)		-14.3
Europe		13,346		5.9		25,718		13.4		282,615		12,372			92.7
Asia and others		149,021		66.2		116,706		60.8		1,282,484		(32,315	)		-21.7
Overseas sales total		186,493		82.8		163,097		85.0		1,792,275		(23,396	)		-12.5
Japan		38,849		17.2		28,682		15.0		315,187		(10,167	)		-26.2
Net sales		225,342		100.0		191,779		100.0		2,107,462		(33,563	)		-14.9

Notes:

1. Overseas sales are based on the location of the customers.
2. U.S.$1=Yen 91, for convenience only.

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

9) Subsequent Events

1. Issue of Straight Bonds

TDK has issued Straight Bonds under the following conditions.


	The 2nd Series	The 3rd Series	The 4th Series
	Unsecured Straight Bonds	Unsecured Straight Bonds	Unsecured Straight Bonds
(1)Date of issue	January 30, 2009
(2)Total amount of bond issuance	23.0 billion yen	48.0 billion yen	13.0 billion yen
(3)Issue price	100 yen per face value of 100 yen
(4)Coupon rate	1.085% per annum	1.413% per annum	2.038% per annum
(5)Redemption on maturity	January 30, 2012	January 30, 2014	January 30, 2019
(6)Purpose for funds	Repayment of borrowing

2. Premature redemption of EPCOS AG ’s convertible bond

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

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

TDK Corporation Consolidated 3Q of FY March 2009(U.S. GAAP)

10) Supplementary Information (Consolidated)

Exchange rates used for conversion

Term

As of Dec. 31, 2007

As of Dec. 31, 2008

Item

US$=Yen

Euro=Yen

US$=Yen

Euro=Yen

The end of the period

114.15

166.66

91.03

127.96

Sales breakdown

[9-month-period results]



Term	The 9-month-period of FY2008				The 9-month-period of FY2009						Change
	(April 1, 2007 - Dec. 31, 2007)				(April 1, 2008 - Dec. 31, 2008)						Change
	Amount		Ratio to		Amount		Ratio to		Amount
Product	(Yen millions)		sales (%)		(Yen millions)		sales (%)		(U.S.$ thousands)		(Yen millions)			Change(%)
Electronic materials		154,187		23.4		124,210		21.1		1,364,945		(29,977	)		-19.4
Electronic devices		157,732		24.0		137,127		23.3		1,506,890		(20,605	)		-13.1
Recording devices		246,830		37.5		208,420		35.4		2,290,330		(38,410	)		-15.6
Others		99,681		15.1		118,559		20.2		1,302,846		18,878			18.9
Total sales		658,430		100.0		588,316		100.0		6,465,011		(70,114	)		-10.6
Overseas sales		543,314		82.5		496,026		84.3		5,450,835		(47,288	)		-8.7

[3rd quarter results]



Term	3Q of FY2008				3Q of FY2009						Change
	(Oct. 1, 2007 - Dec. 31, 2007)				(Oct. 1, 2008 - Dec. 31, 2008)						Change
	Amount		Ratio to		Amount		Ratio to		Amount
Product	(Yen millions)		sales (%)		(Yen millions)		sales (%)		(U.S.$ thousands)		(Yen millions)			Change(%)
Electronic materials		51,421		22.8		32,022		16.7		351,890		(19,399	)		-37.7
Electronic devices		53,296		23.6		38,399		20.0		421,967		(14,897	)		-28.0
Recording devices		89,910		39.9		58,351		30.4		641,220		(31,559	)		-35.1
Others		30,715		13.7		63,007		32.9		692,385		32,292			105.1
Total sales		225,342		100.0		191,779		100.0		2,107,462		(33,563	)		-14.9
Overseas sales		186,493		82.8		163,097		85.0		1,792,275		(23,396	)		-12.5

Notes:

1. Recording media results are now included in the “others” sector.

2. U.S.$1=Yen 91, for convenience only.

Overseas sales by division

[9-month-period results]



Term	The 9-month-period				The 9-month-period				Change
	of FY2008				of FY2009
	(April 1, 2007 - Dec. 31, 2007)				(April 1, 2008 - Dec. 31, 2008)
	Amount		Ratio to		Amount		Ratio to
Product	(Yen millions)		sales (%)		(Yen millions)		sales (%)		(Yen millions)			Change(%)
Electronic materials		116,799		17.7		92,404		15.7		(24,395	)		-20.9
Electronic devices		106,605		16.2		93,270		15.9		(13,335	)		-12.5
Recording devices		243,867		37.0		206,081		35.0		(37,786	)		-15.5
Others		76,043		11.6		104,271		17.7		28,228			37.1
Overseas sales		543,314		82.5		496,026		84.3		(47,288	)		-8.7

[3rd quarter results]



Term	3Q of FY2008				3Q of FY2009				Change
	(Oct. 1, 2007 - Dec. 31, 2007)				(Oct. 1, 2008 - Dec. 31, 2008)				Change
	Amount		Ratio to		Amount		Ratio to
Product	(Yen millions)		sales (%)		(Yen millions)		sales (%)		(Yen millions)			Change(%)
Electronic materials		38,710		17.2		23,079		12.0		(15,631	)		-40.4
Electronic devices		35,574		15.8		24,212		12.6		(11,362	)		-31.9
Recording devices		88,760		39.4		57,369		29.9		(31,391	)		-35.4
Others		23,449		10.4		58,437		30.5		34,988			149.2
Overseas sales		186,493		82.8		163,097		85.0		(23,396	)		-12.5

Note:

Recording media results are now included in the “others” sector.

Company group

As of December 31, 2008, TDK had 135 subsidiaries (19 in Japan and 116 overseas). TDK also had 7 affiliates (4 in Japan and 3 overseas) whose financial statements are accounted for by the equity method.

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TDK CORP 6-K