Tdk Corp - Report of Foreign Issuer (6-K)
2008年8月26日 - 7:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2008
Commission File Number 1-08346
TDK CORPORATION
(Translation of registrants name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272 Japan
(Address of principal executive office)
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 if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant 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-
.
- 1 -
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.
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TDK Corporation
(Registrant)
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Date: August 26, 2008
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By:
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/s/ Seiji Enami
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Name:
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Seiji Enami
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Title:
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Director, Executive Vice President and CFO
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- 3 -
Consolidated Financial Statements for the three-month-period ended June 30, 2008
(in English)
On August 14, 2008, this report in the Japanese version was filed with the Director of the Kanto
Local Finance Bureau of the Ministry of Finance pursuant to the Financial Instruments and Exchange
Law of Japan.
- 4 -
1)
Consolidated balance sheets (Unaudited)
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Yen (Millions)
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ASSETS
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June 30, 2008
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March 31, 2008
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Current assets:
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Cash and cash equivalents
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¥185,814
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¥166,105
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Net trade receivables
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159,495
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157,118
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Inventories (Note 2)
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93,897
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88,816
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Other current assets
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48,767
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50,781
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Total current assets
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487,973
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462,820
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Investments in securities
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68,464
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68,714
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Net Property, plant and equipment
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297,621
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267,149
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Goodwill and other intangible assets
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92,860
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93,342
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Other assets
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44,807
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43,508
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¥991,725
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¥935,533
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See accompanying notes to consolidated financial statements.
- 5 -
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Yen (Millions)
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LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS EQUITY
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June 30, 2008
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March 31, 2008
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Current liabilities:
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Short-term debt
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¥40,344
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¥8,898
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Current installments of long-term debt
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291
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294
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Trade payables
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78,445
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76,391
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Accrued expenses
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69,346
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63,834
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Income taxes payables
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1,600
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7,660
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Other current liabilities
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9,498
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4,884
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Total current liabilities
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199,524
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161,961
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Long-term debt, excluding current installments
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182
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152
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Retirement and severance benefits
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34,543
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33,990
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Deferred income taxes
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6,148
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5,998
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Other noncurrent liabilities
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13,548
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13,171
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Total liabilities
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253,945
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215,272
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Minority interests
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3,541
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3,684
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Stockholders equity:
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Common stock
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Authorized
480,000,000 shares;
issued 129,590,659 shares
at June 30, 2008 and March 31, 2008
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32,641
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32,641
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Additional paid-in capital
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63,935
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63,887
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Legal reserve
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19,644
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19,510
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Retained earnings
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683,939
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688,719
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Accumulated other comprehensive income (loss)
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(59,472
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(81,583
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Treasury
stock at cost;
620,654 shares at June 30, 2008
and 634,923 shares at March 31, 2008
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(6,448
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(6,597
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Total stockholders equity
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734,239
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716,577
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¥991,725
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¥935,533
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- 6 -
2) Consolidated statement of income (Unaudited)
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Yen (Millions)
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Three months ended
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June 30, 2008
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Net sales
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¥190,623
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Cost of sales
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148,415
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Gross profit
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42,208
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Selling, general and administrative expenses
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36,815
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Operating income
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5,393
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Other income (deductions):
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Interest and dividend income
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1,118
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Interest expense
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(79
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Foreign exchange gain (loss)
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(698
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Other net
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(157
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184
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Income before income taxes
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5,577
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Income taxes
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1,340
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Income before minority interests
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4,237
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Minority interests, net of tax
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(209
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Net income
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¥4,446
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Amounts per share:
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Yen
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Net income per share (Note 6):
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Basic
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¥34.48
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Diluted
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34.46
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Cash dividends paid during the period
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¥70.00
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See accompanying notes to consolidated financial statements.
- 7 -
3) Consolidated statement of cash flows (Unaudited)
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Yen (Millions)
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Three months ended
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June 30, 2008
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Cash flows from operating activities:
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Net income
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¥4,446
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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18,398
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Changes in assets and liabilities, net of effects of acquisition of businesses:
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Decrease (increase) in trade receivables
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6,346
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Decrease (increase) in inventories
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(2,832
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Increase (decrease) in trade payables
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(4,243
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Increase (decrease) in accrued expenses
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(7,124
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Increase (decrease) in changes in other assets and liabilities, net
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(2,223
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Other net
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1,479
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Net cash provided by operating activities
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14,247
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Cash flows from investing activities:
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Capital expenditures
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(31,127
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Proceeds from sale and maturity of short-term investments
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1,165
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Payment for purchase of short-term investments
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(1,014
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Proceeds from sale and maturity of investments in securities
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4,155
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Payment for purchase of investments in securities
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(786
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Other net
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1,352
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Net cash used in investing activities
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(26,255
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Cash flows from financing activities:
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Repayment of long-term debt
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(81
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Increase (decrease) in short-term debt, net
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31,379
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Cash paid to acquire treasury stock
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(2
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Dividends paid
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(9,027
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Other net
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86
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Net cash provided by financing activities
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22,355
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Effect of exchange rate changes on cash and cash equivalents
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9,362
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Net increase in cash and cash equivalents
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19,709
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Cash and cash equivalents at beginning of period
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166,105
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Cash and cash equivalents at end of period
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¥185,814
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See accompanying notes to consolidated financial statements.
- 8 -
4) Notes to Consolidated Financial Statements (Unaudited)
1.
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Summary of Significant Accounting Policies
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The accompanying consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles (the U.S. GAAP). The consolidated financial statements
include the accounts of TDK, its subsidiaries and those variable interest entities where TDK is the
primary beneficiary under Financial Accounting Standards Board (FASB) Interpretation No. 46
(revised December 2003) (FIN 46R), Consolidation of Variable Interest Entities. All
significant intercompany accounts and transactions have been eliminated in consolidation.
The investments in affiliates in which TDKs ownership is 20 percent to 50 percent and where
TDK exercises significant influence over their operating and financial policies are accounted for
by the equity method. All significant intercompany profits from these affiliates have been
eliminated.
The segment information is presented in accordance with the accounting principles generally
accepted in Japan. The segment information required to be disclosed in financial statements under
the U.S. GAAP is not presented in the accompanying consolidated financial statements.
(b)
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Adoption of a new accounting standard
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Fair Value Measurements
TDK adopted Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements on April 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements. Although the definition of
fair value retains the exchange price notion in earlier definitions of fair value, SFAS 157
clarifies that the exchange price is the price in an orderly transaction between market
participants to sell the asset or transfer the liability in the market and emphasizes that fair
value is a market-based measurement, rather than an entity-specific measurement. SFAS 157 also
expands disclosures about the use of fair value to measure assets and liabilities subsequent to
initial recognition through fair value hierarchy as a framework for measurement. The adoption of
SFAS 157 did not have a material effect on TDKs consolidated financial position and results of
operations. The disclosure required by SFAS 157 was omitted.
(c)
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New Accounting Standards Not Yet Adopted
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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. The
measurement date provision will be effective for TDKs fiscal year ending March 31, 2009. TDK
currently uses a December 31 measurement date, and is evaluating the effect of changing measurement
date on TDKs consolidated financial position and results of operations.
In December 2007, the United States Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 110 (SAB 110). SAB 110 amends the SECs views discussed in Staff
Accounting Bulletin No. 107 (SAB 107) regarding the use of the simplified method in developing
estimates of the expected lives of share options in accordance with SFAS 123(R). TDK will continue
to use the simplified method until TDK has the historical data necessary to provide reasonable
estimates of expected lives in accordance with SAB 107, as amended by SAB 110.
- 9 -
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007) (SFAS 141(R)), Business Combinations. SFAS 141(R) establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree
and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the
evaluation of the nature and financial effects of the business combination. SFAS 141(R) is
effective for fiscal years beginning on or after December 15, 2008. TDK is currently evaluating
the effect that the adoption of SFAS 141(R) will have on TDKs consolidated financial position and
results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (SFAS
160), Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51.
SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries
held by parties other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parents ownership interest, and the
valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS
160 also establishes disclosure requirements that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for
fiscal years beginning on or after December 15, 2008. TDK is currently evaluating the effect that
the adoption of SFAS 160 will have on TDKs consolidated financial position and results of
operations.
Certain reclassifications have been made to the prior years consolidated financial statements to
conform to the presentation used for the three-month-period ended June 30, 2008.
Inventories at June 30, 2008 and March 31, 2008, are summarized as follows:
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Yen (Millions)
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June 30, 2008
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March 31, 2008
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Finished goods
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¥37,829
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¥34,856
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Work in process
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24,013
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23,070
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Raw materials
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32,055
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30,890
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¥93,897
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¥88,816
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3.
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Cost for Retirement and Severance Benefits
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Net periodic benefit cost for TDKs employee retirement and severance defined benefit plans
for the three-month-period ended June 30, 2008 consisted of the following components:
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Yen (Millions)
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Three months ended
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June 30, 2008
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Service cost-benefits earned during the period
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¥1,624
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Interest cost on projected benefit obligation
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1,120
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Expected return on plan assets
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(1,295
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Recognized actuarial loss
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322
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Amortization of unrecognized prior service benefit
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(504
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¥1,267
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- 10 -
4.
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Comprehensive Income (Loss)
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Comprehensive income (loss) for the three-month-period ended June 30, 2008, is as follows:
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Yen (Millions)
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June 30, 2008
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Net income
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¥4,446
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Other
comprehensive income (loss), net of tax:
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Foreign currency translation adjustments
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20,806
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Net unrealized gains (losses) on securities
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1,542
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Pension liability adjustments
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(237
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Comprehensive income
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¥26,557
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5.
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Contingent Liabilities
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TDK and certain of its subsidiaries provide guarantees to third parties on bank loans of its
employees. The guarantees on behalf of the employees are made for their housing loans. For each
guarantee issued, in the event the employee defaults on payment, TDK would be required to make
payments under its guarantee.
The maximum amounts of undiscounted payments TDK would have to make in the event of default at
June 30, 2008 and March 31, 2008, are as follows:
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Yen (Millions)
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June 30, 2008
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March 31, 2008
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Contingent liabilities for guarantees of
loans of TDKs employees
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¥4,609
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¥4,764
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As of June 30, 2008, the liability recognized for the estimated fair value of TDKs obligation
under the guarantee arrangement is not material.
A reconciliation of the numerators and denominators of the basic and diluted net income per
share computations is as follows:
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Yen (Millions)
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Three months ended June 30, 2008
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Net income available to common stockholders
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¥4,446
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Number of shares (Thousands)
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Three months ended June 30, 2008
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Weighted average common shares
outstanding Basic
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128,961
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Effect of dilutive stock options
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63
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Weighted average common shares
outstanding Diluted
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129,024
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Yen
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Three months ended June 30, 2008
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Net income per share:
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Basic
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¥34.48
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Diluted
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34.46
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- 11 -
On July 31, 2008, TDKs Board of Directors decided to conclude a Business Combination
Agreement (BCA) with EPCOS AG, a Germany-headquartered electronic components manufacturer. The BCA
was signed the same day.
TDK and EPCOS are both engaged in the electronic components business. Because there is almost
no overlap, however, in terms of product fields or markets, the two companies will have a
complementary relationship. The aim of the proposed business combination is to capture powerful
synergies from this relationship by forming a partnership with EPCOS.
TDK will launch a public tender offer for all of EPCOS outstanding shares after obtaining the
approval of the German Federal Financial Supervisory Authority. TDK will offer EPCOS shareholders
EUR 17.85 per share in cash and expects to complete the public tender offer by the end of October
2008. The offer price represents a 52 percent premium on the average closing price of EPCOS shares
for the 3-month period through the day before the conclusion of the BCA, or a 29 percent premium on
the closing share price on the day before the BCA. The offer is subject to certain conditions,
including a 50 percent plus one share minimum acceptance threshold on a fully diluted basis and
regulatory approval with regards to anti-trust regulations.
TDK has already purchased EPCOS shares on the market and as of August 8, 2008 held 29.4
percent of the companys outstanding shares, or approximately 19 million shares. TDK financed this
with cash and external finance. Assuming TDK purchases all of EPCOS shares through this public
tender offer, it will require cash of approximately EUR 1.1 billion, a figure which includes the
amount already paid. TDK plans to use cash reserves and external financing to pay for additional
the share purchases.
If the public tender offer is successful, TDK will begin the process of carving out the
electronic components businesses slated for combination. Subject to approval at TDKs Ordinary
General Meeting of Shareholders in June 2009, plans call for the integration of these businesses
with EPCOS electronic components businesses the following October under a new company,
provisionally named TDK EP Components KK.
- 12 -
(a)
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Industry segment information
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Recording media sales have dropped sharply due to the August 2007 transfer of the TDK brand
recording media sales business and as a result these sales now account for less than 10 percent of
total net sales. Because the electronic materials and components segment accounted for more than
90 percent of total net sales and operation income, segment information has been omitted.
(b)
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Geographic segment information
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Three months ended June 30, 2008
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Yen (Millions)
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|
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Eliminations
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and
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Japan
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Americas
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Europe
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Asia and others
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Sub total
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corporate
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Total
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Net sales
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|
|
|
|
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|
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|
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|
|
|
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|
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External sales
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|
¥38,133
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¥11,757
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|
¥10,379
|
|
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|
¥130,354
|
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|
¥190,623
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¥190,623
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|
Intersegment
|
|
|
45,929
|
|
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|
10,105
|
|
|
|
377
|
|
|
|
11,640
|
|
|
|
68,051
|
|
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|
(68,051
|
)
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Total
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|
84,062
|
|
|
|
21,862
|
|
|
|
10,756
|
|
|
|
141,994
|
|
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|
258,674
|
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|
(68,051
|
)
|
|
|
190,623
|
|
|
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|
Operating expenses
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|
|
85,834
|
|
|
|
20,735
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|
|
10,744
|
|
|
|
135,054
|
|
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|
252,367
|
|
|
|
(67,137
|
)
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|
|
185,230
|
|
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Operating income
(loss)
|
|
|
¥(1,772
|
)
|
|
|
¥1,127
|
|
|
|
¥12
|
|
|
|
¥6,940
|
|
|
|
¥6,307
|
|
|
|
¥(914
|
)
|
|
|
¥5,393
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|
|
|
|
|
|
|
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(Notes)
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|
1.
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|
Net sales in each geographic area are based on the location of TDK
entities where the sales are generated.
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2.
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Principal nations in each geographic segment excluding Japan:
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Americas: United States of America
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Europe: Germany
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Asia and others: Hong Kong, China, Philippines, Taiwan and Thailand
|
Three months ended June 30, 2008
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Yen (Millions)
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|
Americas
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Europe
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Asia and others
|
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Total
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|
Sales by region
|
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|
¥22,590
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|
|
|
¥12,151
|
|
|
|
¥123,417
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|
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¥158,158
|
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Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190,623
|
|
Ratio of overseas
sales to net sales (%)
|
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|
11.9
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|
|
|
6.4
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|
|
|
64.7
|
|
|
|
83.0
|
|
|
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Overseas sales are based on the location of the customers.
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|
|
2.
|
|
Principal nations in each region excluding Japan:
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Americas: United States of America
|
|
|
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Europe: Germany, Sweden, Hungary and United Kingdom
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|
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Asia and others: Hong Kong, China, Taiwan, Philippines and Singapore
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|
3.
|
|
Overseas sales are net sales of TDK and its consolidated
subsidiaries in the countries and regions other than Japan.
|
- 13 -
T D K (NYSE:TDK)
過去 株価チャート
から 4 2024 まで 5 2024
T D K (NYSE:TDK)
過去 株価チャート
から 5 2023 まで 5 2024