Tokyo, Japan, July 29, 2004 (PRIMEZONE) -- TDK Corporation today announced its consolidated business results prepared in conformity with accounting principles generally accepted in the United States of America (the "U.S. GAAP") for the 1st quarter ("Qtr.") of fiscal year ("FY") 2005 and 2004, the three months ended June 30, 2004 and 2003 are as follows:
1) Summary Consolidated results (April 1, 2004 - June 30, 2004)
Term The 1st Qtr. of The 1st Qtr. of Change FY2005 FY2004 (April 1, 2004 - June 30, (April 1, 2003 - June 30, 2004) 2003) Item (Yen % (U.S.$ (Yen % (Yen % millions) thousands) millions) millions) Net sales 157,891 100.0 1,461,954 153,216 100.0 4,675 3.1 Operating income 14,025 8.9 129,861 10,180 6.6 3,845 37.8 Income 14,950 9.5 138,426 11,164 7.3 3,786 33.9 before income taxes Net income 10,163 6.4 94,102 8,025 5.2 2,138 26.6 Per common share : Net income /Basic Yen 76.75 U.S.$ 0.71 Yen 60.51 Net income /Diluted Yen 76.69 U.S.$ 0.71 Yen 60.51 (Sales breakdown) Term The 1st Qtr. of The 1st Qtr. of Change FY2005 FY2004 (April 1, 2004 - June 30, (April 1, 2003 - June 30, 2004) 2003) Product (Yen % (U.S.$ (Yen % (Yen % millions) thousands) millions) millions) Electronic 130,468 82.6 1,208,037 123,789 80.8 6,679 5.4 materials and components Electronic materials 44,763 28.3 414,472 40,420 26.4 4,343 10.7 Electronic devices 28,248 17.9 261,556 25,817 16.9 2,431 9.4 Recording devices 52,163 33.0 482,991 53,840 35.1 (1,677) -3.1 Semi 5,294 3.4 49,018 3,712 2.4 1,582 42.6 conductors & others Recording media 27,423 17.4 253,917 29,427 19.2 (2,004) -6.8 & systems Total sales 157,891 100.0 1,461,954 153,216 100.0 4,675 3.1 Overseas sales 115,113 72.9 1,065,861 112,783 73.6 2,330 2.1
Notes:
1. Consolidated results for the 1st quarter of FY2005 and FY2004 are unaudited by independent accountant.
2. U.S.$1 = Yen108
2) Business Results and Financial Position
1. Summary
Consolidated results for the first quarter of fiscal year 2005, or the three-month period from April 1, 2004 through June 30, 2004, were as follows:
Consolidated net sales were Y157,891 million (U.S.$1,461,954 thousand), 3.1% higher than the Y153,216 million recorded in the corresponding period of the previous fiscal year. Operating income rose 37.8% to Y14,025 million (U.S.$129,861 thousand), from Y10,180 million. Income before income taxes increased 33.9% to Y14,950 million (U.S.$138,426 thousand), from Y11,164 million. Net income was Y10,163 million (U.S.$94,102 thousand), 26.6% higher than the Y8,025 million recorded in the first quarter of the previous fiscal year. Consequently, basic net income per common share was Y76.75 (U.S.$0.71), up from Y60.51.
Average first-quarter yen exchange rates for the U.S. dollar and euro were Y109.63 and Y132.15, respectively, as the yen appreciated 7.5% from Y118.50 versus the U.S. dollar and 1.9% from Y134.66 against the euro, compared with the first quarter of the previous fiscal year. This resulted in lowering net sales by approximately Y8.0 billion and operating income by approximately Y3.4 billion.
(Sales by Segment) TDK's businesses are broadly classified into two business segments: electronic materials and components segment and recording media & systems segment. The following is an explanation of sales by segment.
(1) Electronic materials and components segment This segment is made up of four product sectors: (1-1) electronic materials, (1-2) electronic devices, (1-3) recording devices, and (1-4) semiconductors & others.
Segment net sales rose 5.4% to Y130,468 million (U.S.$1,208,037 thousand), from Y123,789 million, while segment operating income climbed 36.3% to Y14,931 million (U.S.$138,250 thousand), from Y10,958 million. The electronics market in the first quarter of fiscal year 2005 saw demand continue to grow for mobile phones and digital home electronics appliances such as flat-screen TVs, digital still cameras and DVD recorders. These robust market conditions supported firm demand for electronic components as a whole. Sector results were as follows.
(1-1) Electronic materials This sector is broken down into two product categories: capacitors and ferrite cores and magnets.
Sales in the electronic materials sector increased 10.7% to Y44,763 million (U.S.$414,472 thousand), from Y40,420 million. (Capacitors) Sales of capacitors increased year on year. Multilayer ceramic chip capacitors, the main products in the capacitor sector, recorded growth in sales due to demand for use in digital home electronics appliances and mobile phones, a rising proportion of which have color displays and cameras. This growth absorbed the effect of downward pressure on sales prices and the higher yen. (Ferrite cores and magnets) Sales of ferrite cores and magnets increased year on year. In ferrite cores, sales were buoyed by healthy demand for use in coils and transformers in digital home electronics appliances and information and communications equipment. Magnet sales rose too on the back of higher shipment volumes.
(1-2) Electronic devices This sector has three product categories: inductive devices, high-frequency components and other products.
Sales in the electronic devices sector increased 9.4% to Y28,248 million (U.S.$261,556 thousand), compared with Y25,817 million in the first quarter of the previous fiscal year. (Inductive devices) Sales of inductive devices, the largest product category in the electronic devices sector, rose year on year on higher sales to the communications equipment field, which offset the effect of downward pressure on sales prices and the higher yen. (High-frequency components) Sales of high-frequency components edged up over the previous fiscal year. There was an upswing in shipment volumes that resulted from strong demand for components used in mobile phones, the main market for these components, and successful activities to win new orders. This growth was largely negated, however, by a continuing overall glut in the supply of high-frequency components, which prompted customers to demand price reductions that were higher than in other electronic component categories. (Other products) Sales of other products rose year on year, with sensors and actuators and power systems both recording higher sales to the communications equipment market.
(1-3) Recording devices This sector has two product categories: HDD heads and other heads.
Sector sales declined 3.1% to Y52,163 million (U.S.$482,991 thousand), from Y 53,840 million. (HDD heads) Sales of HDD heads declined from the first quarter of the previous fiscal year due to a decline in orders for TDK's HDD heads, which reflected the effect of a customer producing heads in-house and lower production levels of major HDD manufacturers. (Other heads) Sales of other heads declined year on year.
(1-4) Semiconductors & others This sector has two product categories: semiconductors and others.
Sector sales climbed 42.6% to Y5,294 million (U.S.$49,018 thousand), from Y3,712 million. (Semiconductors) Sales of semiconductors declined due to lower sales to the communications equipment market. (Others) Others sales increased year on year mainly on higher sales of anechoic chambers for electromagnetic noise control.
(2) Recording media & systems segment This segment is made up of four product categories: audiotapes, videotapes, optical media and other products.
Segment sales declined 6.8% to Y27,423 million (U.S.$253,917 thousand), from Y 29,427 million. The segment recorded an operating loss of Y906 million (U.S.$8,389 thousand), which was 16.5% higher than last year'fs operating loss of Y778 million.
(Audiotapes and Videotapes) Sales of audiotapes and videotapes declined year on year. This was because, while TDK maintained a high market share, demand continued to decrease due to structural changes in the market. (Optical media) Sales of optical media increased, as strong sales of DVDs due to expanding demand absorbed the effect of downward pressure on sales prices. (Other products) Sales of other products decreased year on year, the result mainly of the sale in the previous fiscal year of a U.S. software development subsidiary and sluggish sales of recording equipment. On a brighter note, sales of LTO-standard* (Linear Tape-Open) tape-based data storage media for computers continued to increase.
* Linear Tape-Open, LTO, LTO logo, Ultrium and Ultrium logo are trademarks of HP, IBM and Certance LLC in the U.S., other countries or both.
(Sales by Region) Detailed geographic segment information can be found in the segment information on page 10. By region, sales in Japan increased in all sectors with the exception of electronic devices. The decline in sales in electronic devices was mainly the result of customers shifting production to Asia as their main base. In the Americas, sales decreased, except in electronic devices and semiconductors & others. The major causes of these declines were lower sales to the automotive sector and the effect of the higher yen versus the U.S. dollar. In Europe, sales fell, except in electronic devices and recording devices. In Asia (excluding Japan) and other areas, sales increased in all sectors, except recording devices.
2. Financial Position (2-1) The following table summarizes TDKfs balance sheet at June 30, 2004, compared with March 31, 2004.
Total assets Y792,179 million 2.8% increase Total stockholders' equity Y593,086 million 2.9% increase Equity ratio 74.9% 0.1 percentage point increase
At the end of the first quarter of fiscal year 2005, cash and cash equivalents were Y3,462 million higher than at March 31, 2004, net trade receivables were Y2,737 million higher and inventories were Y4,842 million higher. Net property, plant and equipment rose Y4,570 million. As a result of these and other changes, total assets increased Y21,860 million.
Total liabilities increased Y4,839 million. While retirement and severance benefits declined Y7,448 million, other current liabilities increased Y7,910 million and deferred income taxes rose Y2,859 million. Total stockholders' equity increased Y16,867 million. This reflected a Y5,849 million increase in retained earnings and a Y10,616 million decrease in accumulated other comprehensive loss.
(2-2) Cash Flows
(Y millions) FY 2005 FY 2004 Change 1Q 1Q Net cash provided by operating 18,825 25,685 (6,860) activities Net cash used in investing (14,060) (8,238) (5,822) activities Net cash used in financing (3,856) (3,378) (478) activities Effect of exchange rate changes on 2,553 631 1,922 cash and cash equivalents Net increase in cash and cash 3,462 14,700 (11,238) equivalents Cash and cash equivalents at 227,155 170,551 56,604 beginning of period Cash and cash equivalents at end 230,617 185,251 45,366 of period
Operating activities provided net cash of Y18,825 million (U.S.$174,306 thousand), Y6,860 million less than a year earlier. Net income rose Y2,138 million to Y10,163 million (U.S.$94,102 thousand) and depreciation and amortization increased Y591 million to Y12,308 million (U.S.$113,963 thousand). In changes in assets and liabilities, trade receivables increased Y2,353 million, inventories rose Y1,262 million and accrued expenses increased Y1,321 million.
Investing activities used net cash of Y14,060 million (U.S.$130,185 thousand), Y5,822 million more than a year earlier. Capital expenditures increased Y5,790 million to Y14,345 million (U.S.$132,824 thousand).
Financing activities used net cash of Y3,856 million (U.S.$35,704 thousand), Y478 million more than in the first quarter of the previous fiscal year. Dividends paid increased Y656 million.
3. Fiscal 2005 Projections TDK's consolidated projections for fiscal year 2005, or the year ending March 31, 2005, are as follows.
(Consolidated Projections for Fiscal 2005)
Year ending % change Year ended March 2005 from FY2004 March 2004 (Y million) (Y million) Net sales 680,000 3.2 658,862 Operating 60,000 10.5 54,322 income Income before 62,000 11.5 55,603 income taxes Net income 46,500 10.4 42,101 Notes: 1. The above projections for fiscal year 2005 are the same as those announced on April 28, 2004. 2. The projections are based principally on the following assumptions: - An average exchange rate of Y105=US$1 for fiscal year 2005 from the second quarter onward. - Orders for passive components (electronic materials and electronic devices) as a whole are expected to remain at a comparatively high level, supported by firm demand in the first half of the year. However, this demand may wane by the end of 2004. - Orders for recording devices are expected to decline in the first half of fiscal year 2005, but second-half sales of these products should be supported by growth in demand for HDDs used in PCs and consumer electronics. - In the recording media & systems segment, lower sales of audiotapes and videotapes are forecast. However, sales may rise year on year in the segment as a whole, with higher sales of optical media products absorbing this decline.
Cautionary Statement About Projections
This earnings release contains forward-looking statements, including projections, plans, policies, management strategies, targets, schedules, understandings and evaluations, about TDK and its group companies that are not historical facts. These forward-looking statements are based on current forecasts, estimates, assumptions, plans, beliefs and evaluations in light of information available to management on the date of this earnings release.
In preparing forecasts and estimates, TDK and its group companies have used, as their bases, certain assumptions as necessary, in addition to confirmed historical facts. However, due to their nature, there is no guarantee that these statements and assumptions will prove to be accurate in the future. TDK therefore wishes to caution readers that these statements, facts and certain assumptions contained in this earnings release are subject to a number of risks and uncertainties and may prove to be inaccurate.
The electronics markets in which TDK and its group companies operate are highly susceptible to rapid changes. Furthermore, TDK and its group companies operate not only in Japan, but in many other countries. As such, factors that can have significant effects on its results include, but are not limited to, shifts in technology, demand, prices, competition, economic environments and foreign exchange rates.
The premises and assumptions used in computing the projections in this earnings release include, but are not limited to, those explained above.
Consolidated 3) Statements of income Term The 1st Qtr. of The 1st Qtr. of Change FY2005 FY2004 (April 1, 2004 - (April 1, 2003 - June 30, 2004) June 30, 2003) (Yen % (U.S.$ (Yen % (Yen % millions) thousands) millions) millions) Item Net sales 157,891 100.0 1,461,954 153,216 100.0 4,675 3.1 Cost of sales 112,549 71.3 1,042,121 111,359 72.7 1,190 1.1 Gross profit 45,342 28.7 419,833 41,857 27.3 3,485 8.3 Selling, general and administrative expenses 31,317 19.8 289,972 31,677 20.7 (360) -1.1 Operating income 14,025 8.9 129,861 10,180 6.6 3,845 37.8 Other income (deductions) : Interest and dividend income 267 2,472 316 (49) Interest expense (51) (472) (56) 5 Foreign exchange gain 119 1,102 297 (178) Other-net 590 5,463 427 163 Total other income (deductions) 925 0.6 8,565 984 0.7 (59) -6.0 Income before income taxes 14,950 9.5 138,426 11,164 7.3 3,786 33.9 Income taxes 4,647 3.0 43,028 3,034 2.0 1,613 53.2 Income before minority interests 10,303 6.5 95,398 8,130 5.3 2,173 26.7 Minority interests 140 0.1 1,296 105 0.1 35 33.3 Net income 10,163 6.4 94,102 8,025 5.2 2,138 26.6 Notes: 1. Statements of income for the 1st quarter of FY2005 and FY2004 are unaudited by independent accountant. 2. U.S.$1=Yen108 Consolidated 4) Balance sheets ASSETS Term As of June 30, 2004 As of Mar. 31, 2004 (Yen (U.S.$ (Yen millions) % thousands) millions) % Item Current assets 491,546 62.0 4,551,352 475,773 61.8 Cash and cash equivalents 230,617 2,135,343 227,155 Marketable securities 403 3,732 402 Net trade receivables 141,068 1,306,185 138,331 Inventories 82,143 760,583 77,301 Other current assets 37,315 345,509 32,584 Noncurrent assets 300,633 38.0 2,783,639 294,546 38.2 Investments in securities 18,284 169,296 18,381 Net property, plant and equipment 213,515 1,976,991 208,945 Other assets 68,834 637,352 67,220 TOTAL 792,179 100.0 7,334,991 770,319 100.0 Consolidated ASSETS Term Change As of June 30, 2003 (Yen (Yen millions) millions) % Item Current assets 15,773 437,085 57.5 Cash and cash equivalents 3,462 185,251 Marketable securities 1 Net trade receivables 2,737 138,814 Inventories 4,842 76,942 Other current assets 4,731 36,078 Noncurrent assets 6,087 323,402 42.5 Investments in securities (97) 18,493 Net property, plant and equipment 4,570 222,772 Other assets 1,614 82,137 TOTAL 21,860 760,487 100.0 LIABILITIES AND STOCKHOLDERS' EQUITY Term As of June 30, 2004 As of Mar. 31, 2004 (Yen (U.S.$ (Yen millions) % thousands) millions) % Item Current liabilities 124,594 15.7 1,153,648 115,218 15.0 Short- term debt 440 4,074 416 Trade payables 59,917 554,787 59,917 Accrued expenses 46,250 428,241 45,534 Income taxes payables 5,415 50,139 4,689 Other current liabilities 12,572 116,407 4,662 Noncurrent liabilities 71,069 9.0 658,047 75,606 9.8 Long 68 630 27 term debt, excluding current installments Retirement and severance benefits 66,073 611,787 73,521 Deferred income taxes 3,074 28,463 215 Other noncurrent liabilities 1,854 17,167 1,843 Total liabilities 195,663 24.7 1,811,695 190,824 24.8 Minority interests 3,430 0.4 31,759 3,276 0.4 Common stock 32,641 302,231 32,641 Additional paid in capital 63,051 583,805 63,051 Legal reserve 16,817 155,713 16,497 Retained earnings 566,605 5,246,343 560,756 Accumulated (79,771) (738,620) (90,387) other comprehensive income (loss) Treasury stock (6,257) (57,935) (6,339) Total stockholders' equity 593,086 74.9 5,491,537 576,219 74.8 TOTAL 792,179 100.0 7,334,991 770,319 100.0 LIABILITIES AND STOCKHOLDERS' EQUITY Term Change As of June 30, 2003 (Yen (Yen millions) millions) % Item Current liabilities 9,376 108,069 14.2 Short- term debt 24 1,865 Trade payables 55,548 Accrued expenses 716 38,071 Income taxes payables 726 3,707 Other current liabilities 7,910 8,878 Noncurrent liabilities (4,537) 90,826 12.0 Long 41 107 term debt, excluding current installments Retirement and severance benefits (7,448) 88,567 Deferred income taxes 2,859 2,152 Other noncurrent liabilities 11 Total liabilities 4,839 198,895 26.2 Minority interests 154 3,372 0.4 Common stock 32,641 Additional paid in capial 63,051 Legal reserve 320 16,352 Retained earnings 5,849 530,229 Accumulated 10,616 (79,197) other comprehensive income (loss) Treasury stock 82 (4,856) Total stockholders' equity 16,867 558,220 73.4 TOTAL 21,860 760,487 100.0 Notes: 1. Balanace sheets as of June 30, 2004 and 2003 are unaudited by independent accountant. 2. U.S.$1 = Yen108 Consolidated 5) Statements of cash flows Term The 1st Qtr. of The 1st Qtr. of FY2005 FY2004 (April 1, 2004 - (April 1, 2003 - June 30, 2004) June 30, 2003) (Yen millions) (U.S.$ thousands) (Yen millions) Item Cash flows from operating activities: Net income 10,163 94,102 8,025 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,308 113,963 11,717 Loss on disposal of property and equipment 207 1,917 718 Deferred income taxes (276) (2,555) 916 Loss (gain) on securities (95) (880) 1,180 Changes in assets and liabilities: Decrease (increase) in trade receivables (411) (3,806) 1,942 Increase in inventories (3,780) (35,000) (2,518) Decrease in trade payables (1,458) (13,500) (2,093) Increase (decrease) in accrued expenses 41 380 (1,280) Increase (decrease) in income taxes payables, net 1,300 12,037 2,641 Increase in retirement and severance benefits 2,009 18,602 2,522 Other-net (1,183) (10,954) 1,915 Net cash provided by operating activities 18,825 174,306 25,685 Cash flows from investing activities: Capital expenditures (14,345) (132,824) (8,555) Proceeds from sales and maturities of available-for-sale securities 190 1,759 89 Payment for purchase of available-for-sale securities (196) (1,815) - Payment for purchase of other investments 1 9 (10) Proceeds from sales of property, plant and equipment 291 2,695 340 Acquisition of minority interests - - (100) Other-net (1) (9) (2) Net cash used in investing activities (14,060) (130,185) (8,238) Cash flows from financing activities: Proceeds from long-term debt 132 1,222 33 Repayment of long-term debt (25) (232) (79) Increase (decrease) in short-term debt, net (51) (472) (15) Sale (purchase) of treasury stock, net 60 556 (1) Dividends paid (3,972) (36,778) (3,316) Net cash used in financing activities (3,856) (35,704) (3,378) Effect of exchange 2,553 23,639 631 rate changes on cash and cash equivalents Net increase in cash and cash equivalents 3,462 32,056 14,700 Cash and cash equivalents at beginning of period 227,155 2,103,287 170,551 Cash and cash equivalents at end of period 230,617 2,135,343 185,251 Notes: 1. Statements of cash flows for the 1st quarter of FY2005 and FY2004 are unaudited by independent accountant. 2. U.S.$1=Yen108 Consolidated 6) Segment Information The following industry and geographic segment information are required by the Japanese Securities Exchange Law. 1. Industry segment information Term The 1st Qtr. The 1st Qtr. of FY2005 of FY2004 (April 1, 2004 - (April 1, 2003 - Change June 30, 2004) June 30, 2003) Product (Yen % (U.S.$ (Yen % (Yen % millions) thousands) millions) millions) Electronic materials and components Net sales 130,468 100.0 1,208,037 123,789 100.0 6,679 5.4 Unaffiliated customers 130,468 1,208,037 123,789 6,679 5.4 Intersegment - - - - - Operating expenses 115,537 88.6 1,069,787 112,831 91.1 2,706 2.4 Operating income 14,931 11.4 138,250 10,958 8.9 3,973 36.3 Recording media & systems Net sales 27,423 100.0 253,917 29,427 100.0 (2,004) -6.8 Unaffiliated customers 27,423 253,917 29,427 (2,004) -6.8 Intersegment - - - - - Operating expenses 28,329 103.3 262,306 30,205 102.6 (1,876) -6.2 Operating income (loss) (906) -3.3 (8,389) (778) -2.6 (128) -16.5 TOTAL Net sales 157,891 100.0 1,461,954 153,216 100.0 4,675 3.1 Unaffiliated customers 157,891 1,461,954 153,216 4,675 3.1 Intersegment - - - - - Operating expenses 143,866 91.1 1,332,093 143,036 93.4 830 0.6 Operating income 14,025 8.9 129,861 10,180 6.6 3,845 37.8 Note: U.S.$1 = Yen108 2. Geographic segment information Term The 1st Qtr. of FY2005 (April 1, 2004 - June 30, 2004) Region (Yen % (U.S.$ millions) thousands) Japan Net sales 86,661 100.0 802,417 Operating income 5,783 6.7 53,546 Americas Net sales 22,654 100.0 209,759 Operating income 272 1.2 2,519 Europe Net sales 17,266 100.0 159,871 Operating income (loss) (269) -1.6 (2,491) Asia and Net sales 93,440 100.0 865,185 others Operating income 8,955 9.6 82,917 Intersegment Net sales 62,130 575,278 eliminations Operating income 716 6,630 Total Net sales 157,891 100.0 1,461,954 Operating income 14,025 8.9 129,861 The 1st Qtr.of FY2004 Change (April 1, 2003 - Change June 30, 2003) (Yen % (Yen % millions) millions) Japan Net sales 77,112 100.0 9,549 12.4 Operating income 1,510 2.0 4,273 283.0 Americas Net sales 24,752 100.0 (2,098) -8.5 Operating income 814 3.3 (542) -66.6 Europe Net sales 17,847 100.0 (581) -3.3 Operating income (loss) (215) -1.2 (54) -25.1 Asia and Net sales 88,203 100.0 5,237 5.9 others Operating income 8,108 9.2 847 10.4 Intersegment Net sales 54,698 7,432 eliminations Operating income 37 679 Total Net sales 153,216 100.0 4,675 3.1 Operating income 10,180 6.6 3,845 37.8 Notes: 1. The sales are classified by geographic areas of the seller and include transfers between geographic areas. 2. U.S.$1 = Yen108 3. Sales by region Term The 1st Qtr. The 1st Qtr. of FY2005 of FY2004 (April 1, 2004 - (April 1, 2003 - Change June 30, 2004) June 30, 2003) Region (Yen % (U.S.$ (Yen % (Yen % millions) thousands) millions) millions) Americas 20,577 13.0 190,528 22,498 14.7 (1,921) -8.5 Europe 17,328 11.0 160,444 18,025 11.8 (697) -3.9 Asia and others 77,208 48.9 714,889 72,260 47.1 4,948 6.8 Overseas sales total 115,113 72.9 1,065,861 112,783 73.6 2,330 2.1 Japan 42,778 27.1 396,093 40,433 26.4 2,345 5.8 Net sales 157,891 100.0 1,461,954 153,216 100.0 4,675 3.1
Notes:
1. Sales by region are classified by geographic areas of the buyer.
2. U.S.$1 = Yen108
Consolidated (Notes)
1. The consolidated financial statements are prepared in conformity with the U.S. GAAP.
2. During this consolidated accounting period, TDK had 71 subsidiaries (20 in Japan and 51 overseas). TDK also had 8 affiliates (5 in Japan and 3 overseas) whose financial statements are accounted for by the equity method.
3. Comprehensive income comprises net income and other comprehensive income. Other comprehensive income includes changes in foreign currency translation adjustments, minimum pension liability adjustments and net unrealized gains (losses) on securities. The net income, other comprehensive income (loss) and total comprehensive income for the three months ended June 30, 2004 and 2003 were as follows;
Term The 1st Qtr. The 1st Qtr. of FY2005 of FY2004 (April 1, 2004 - (April 1,2003 - June 30, 2004) June 30,2003) Item (Yen millions) (U.S.$ thousands) (Yen millions) Net income 10,163 94,102 8,025 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 5,464 50,593 717 Minimum pension liability adjustments 5,518 51,092 (1,485) Net unrealized gains (losses) on securities (366) (3,389) 395 Total comprehensive income 20,779 192,398 7,652
Note: U.S.$1=Yen 108
Contact in Japan : Nobuyuki Koike TDK Corporation Tel: 81-3-5201-7102 E-mail: nkoike@mb1.tdk.co.jp
Notice Regarding the Allotment of Stock Options Stock Acquisition Rights
TOKYO, JAPAN, July 29, 2004 ----- TDK Corporation (the "Company") announced that the Board of Directors today decided the details of stock acquisition rights to be issued as stock options (the "Stock Acquisition Right(s)") pursuant to Article 280-20, -21 of the Commercial Code of Japan and the resolution at the 108th ordinary annual general meeting of shareholders on June 29, 2004.
1. Class and number of shares to be issued upon exercise of Stock Acquisition Rights:
234,300 shares of common stock of the Company
2. Total number of Stock Acquisition Rights:
2,343
The number of shares to be allotted to each Stock Acquisition Right (hereinafter referred to as the "Number of shares to be allotted") shall be 100 shares. In the case that the Company splits or consolidates outstanding shares, the number of shares to be allotted shall be adjusted in accordance with the following formula with any amount less than one share arising out of such adjustment to be discarded.
Number of shares = Number of shares X Percentage of stock split after adjustment before adjustment or consolidation
In the case that the Company merges with another company, performs a division or makes a reduction of paid-in capital or in other similar cases where the number of shares to be allotted needs to be adjusted, the number of shares to be allotted shall be appropriately adjusted.
3. Issue price and issue date of Stock Acquisition Rights:
Free of charge On August 6, 2004
4. Amount to be paid upon the exercise of each Stock Acquisition Right:
To be determined on August 6, 2004 The amount to be paid upon the exercise of each Stock Acquisition Right shall be the amount to be paid per share, which is issued or transferred upon the exercise of the Stock Acquisition Rights (hereinafter referred to as the "Exercise Price") multiplied by the number of shares to be allotted. The Exercise Price shall be an amount which is the average of the closing prices of the Company's shares of common stock on the Tokyo Stock Exchange on each day (other than any day on which no sale is reported) of the month immediately preceding the month in which the date of the issue of the Stock Acquisition Rights falls, multiplied by 1.05 with any amount less than one Japanese Yen arising out of such calculation to be rounded upward to the nearest Yen; provided, however, that if such price is less than the closing price reported on the date of the issue of the Stock Acquisition Rights (the closing price of the immediately preceding day, in case no sale is reported on the day of the issue), then the closing price reported on the day of the issue of the Stock Acquisition Rights shall be the Exercise Price.
5. Adjustment of Exercise Price:
In case that any of the events stated in the following clause (1) or (2) arises, the Exercise Price shall be adjusted in accordance with the following formula (hereinafter referred to as the "adjustment formula for the Exercise Price") with any amount less than one Japanese Yen arising out of such calculation to be rounded upward to the nearest Yen.
(1) In case that the Company issues new shares or disposes of its treasury stock at a price less than the current market price (other than shares issued 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. to the Commercial Code, etc. (Law No.79 of Heisei 13 (2001) , or the transfer of its treasury stock pursuant to a request by a shareholder for a sale of shares constituting less than one unit which, when added to shares less than one unit currently owned by such shareholder, shall constitute a full unit).
No. of shares Amount paid No. of newly issued X per share shares issued + ---------------------------------- Exercise price = Exercise price Current market price after adjustment before adjustment X --------------------------------------- No. of shares issued + No. of shares increased after new issue
i. The "number of shares issued" used in the adjustment formula for the Exercise Price shall be the number of issued shares of the Company on the date of allotment of shares to shareholders, as the case may be, or the number of issued shares of the Company on the date in the previous month corresponding to the date on which the Exercise Price after adjustment is enforced after deducting the number of its treasury stock at that time.
ii. In the event that the Company disposes of its treasury stock, the "number of shares newly issued" used in the adjustment formula for the Exercise Price shall be read as meaning the "number of shares disposed of".
(2) In case that the Company shall make a stock split or stock consolidation of its outstanding shares.
Exercise Price = Exercise Price 1 after adjustment before adjustment X---------------------- Percentage of stock split or consolidation
In case that the Company merges, performs a division or makes a reduction of paid-in capital or in other similar cases where the Exercise Price for the Stock Acquisition Rights needs to be adjusted, the Exercise Price for the Stock Acquisition Rights shall be appropriately adjusted to reflect the conditions of merger or division, or the extent of a reduction of paid-in capital.
6. Exercise Period of the Stock Acquisition Rights: From August 1, 2006 to July 31, 2010
7. Other conditions for exercise of Stock Acquisition Rights: Partial exercise of each of the Stock Acquisition Rights is not exercisable.
8. Events and conditions of cancellation of Stock Acquisition Rights
(1) In case an agenda for approval of a merger agreement, under which the Company is dissolved, is approved at a general meeting of shareholders of the Company, or in case an agenda for approval of a stock exchange agreement or an agenda for share transfer is approved at a general meeting of shareholders of the Company, the Company may cancel the Stock Acquisition Rights without compensation. (2) The Company may, at any time, cancel free of charge, such outstanding Stock Acquisition Rights as have been acquired and owned by itself.
9. Transfer restrictions on Stock Acquisition Rights: Any transfer of the Stock Acquisition Rights shall be subject to approval of the Board of Directors of the Company.
10. Issuance of certificates of Stock Acquisition Rights: Certificates of Stock Acquisition Rights shall be issued only upon the request from the holders of the Stock Acquisition Rights.
11. Total paid-in value of the shares of the common stock of the Company to be issued or transferred upon exercise of all the stock Acquisition Rights: To be determined on August 6, 2004
12. Amount that is not transferred into paid-in capital from the issue price of shares, in case new shares of common stock of the Company are issued upon exercise of Stock Acquisition Rights:
This shall be an amount obtained by deducting an amount transferred to paid-in capital from the Exercise Price. The amount transferred to paid-in capital shall be the Exercise Price, multiplied by 0.5, and any amount less than one Japanese Yen arising out of such calculation shall be rounded upward to the nearest Yen.
13. Individuals who will be allotted the Stock Acquisition Rights:
The directors and employees of the Company and its affiliates, totally 187 persons.
* 1. Date of resolution of the Board of Directors that decided the proposal at the 108th ordinary annual general meeting of shareholders:
April 28, 2004
2. Date of resolution of the 108th ordinary annual general meeting of shareholders:
June 29, 2004
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