[Cover] Document to be filed: Annual Securities Report Provision to base upon: Article 24, paragraph 1 of the Financial Instruments and Exchange Act Filing to: Director-General of the Kanto Local Finance Bureau Date of filing: June 29, 2017 Fiscal year: 121st term (from April 1, 2016 to March 31, 2017) Company name (Japanese): TDK Kabushiki-Kaisha Company name (English): TDK CORPORATION Title and name of representative: Shigenao Ishiguro, President and Representative Director Location of head office: 3-9-1, Shibaura, Minato-ku, Tokyo, Japan Telephone number: +81-3-6852-7116 Contact person: Tetsuji Yamanishi, Senior Vice President and Director Place of contact: 3-9-1, Shibaura, Minato-ku, Tokyo, Japan Telephone number: +81-3-6852-7116 Contact person: Tetsuji Yamanishi, Senior Vice President and Director Place where the document to be filed is Tokyo Stock Exchange, Inc. available for public inspection (2-1, Nihonbashi-kabutocho, Chuo-ku, Tokyo, Japan) 1 A. COMPANY INFORMATION I. Overview of the Company 1. Trends in principal management benchmarks (1) Management benchmarks (consolidated) Term 117th term 118th term 119th term 120th term 121st term Accounting period From April 1, 2012 From April 1, 2013 From April 1, 2014 From April 1, 2015 From April 1, 2016 to March 31, 2013 to March 31, 2014 to March 31, 2015 to March 31, 2016 to March 31, 2017 Net sales (Millions of yen) 841,847 984,525 1,082,560 1,152,255 1,178,257 Income from continuing operations before income taxes 19,765 39,772 74,517 91,839 211,717 (Millions of yen) Net income attributable to TDK 1,195 16,288 49,440 64,828 145,099 (Millions of yen) Comprehensive income (loss) attributable to TDK 73,028 87,439 129,761 (34,469) 138,952 (Millions of yen) TDK stockholders’ equity (Millions of yen) 561,169 635,327 738,861 675,361 793,614 Net assets (Millions of yen) 580,616 652,243 758,007 684,633 802,118 Total assets (Millions of yen) 1,169,575 1,239,553 1,404,253 1,450,564 1,664,333 TDK stockholders’ equity per share 4,460.79 5,049.72 5,864.56 5,354.79 6,288.55 (Yen) Net income attributable to TDK per share 9.50 129.47 392.78 514.23 1,150.16 (Yen) Diluted net income attributable to TDK per share 5.36 120.97 377.98 504.66 1,147.57 (Yen) Stockholders’ equity ratio 4 51.3 52.6 46.6 47.7 (%) 8.0 Return on stockholders’ equity 0.2 2.7 7.2 9.2 19.8 (%) Price earnings ratio (PER) (Times) 344.2 33.3 21.7 12.2 6.1 Net cash provided by operating activities 108,942 127,308 142,850 151,563 160,136 (Millions of yen) Net cash used in investing activities (90,156) (55,438) (127,312) (140,585) (71,111) (Millions of yen) Net cash provided by (used in) financing activities 4,395 (56,118) (35,243) 29,305 (37,753) (Millions of yen) Cash and cash equivalents at end of term 213,687 250,848 265,104 285,468 330,388 (Millions of yen) Number of employees (Person) 79,863 83,581 88,076 91,648 99,693 Notes: 1. Net sales do not include consumption taxes, etc. 2. Net assets per share, equity ratio and return on equity have been replaced with stockholders’ equity per share, stockholders’ equity ratio and return on stockholders’ equity because TDK Corporation prepared consolidated financial statements based on U.S. GAAP. 3. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 205-20, “Presentation of Financial Statements-Discontinued Operations”, the operating results relating to the data tape business and Blu-ray business are separately presented as discontinued 2 operations in the consolidated statement of income for the 118th term. Reclassifications are also made to the figures for the terms before the 118th term to conform to the presentation used for the 118th term. 4. TDK adopted Accounting Standards Update (“ASU”) 2015-03 “Simplifying the Presentation of Debt Issuance Costs” issued by the Financial Accounting Standards Board (“FASB”) after the year ended March 31, 2017. As a result, the bond issuance cost that used to be a part of Total assets is presented as a deduction from Total assets in the prior years. (2) Filing company’s management benchmarks (non-consolidated) Term 117th term 118th term 119th term 120th term 121st term Accounting period From April 1, 2012 From April 1, 2013 From April 1, 2014 From April 1, 2015 From April 1, 2016 to March 31, 2013 to March 31, 2014 to March 31, 2015 to March 31, 2016 to March 31, 2017 Net sales (Millions of yen) 115,674 92,621 99,005 264,304 244,361 Current income (loss) (Millions of yen) (11,658) (12,064) (8,379) (14,376) 78,686 Net income (loss) (Millions of yen) 2,074 19,603 (5,045) (26,447) 72,377 Capital stock (Millions of yen) 32,641 32,641 32,641 32,641 32,641 Total number of issued shares 129,591 129,591 129,591 129,591 129,591 (Thousands of shares) Net assets (Millions of yen) 320,124 336,543 331,036 284,544 342,249 Total assets (Millions of yen) 711,749 742,758 767,313 751,913 774,572 Net assets per share (Yen) 2,534.28 2,664.93 2,617.73 2,246.11 2,701.20 Cash dividends per share 70.00 70.00 90.00 120.00 120.00 (Yen) [Interim dividends per share] [40.00] [30.00] [40.00] [60.00] [60.00] (Yen) Net income (loss) per share 16.49 155.82 (40.08) (209.79) 573.72 (Yen) Diluted net income per share 16.46 155.56 － － 572.43 (Yen) Equity ratio [%] 44.8 45.1 43.0 37.7 44.0 Return on equity [ROE] 0.6 6.0 (1.5) (8.6) 23.2 [%] Price earnings ratio [PER] 198.3 27.7 － － 12.3 [Times] Dividend payout ratio － － [%] 424.6 44.9 20.9 Number of employees [Person] 3,600 3,652 3,763 4,542 4,644 Notes: 1. Net sales do not include consumption taxes, etc. 2. Diluted net income per share in the 119th and 120th terms are not presented because, although there were potentially dilutive shares, net losses per share were reported. 3 2. Description of business operations TDK Corporation prepares its consolidated financial statements according to U.S. generally accepted accounting principles (U.S. GAAP). It discloses information based on these consolidated financial statements pertaining to its subsidiaries and affiliates based on the definitions of U.S. GAAP. The same applies to “II. Review of operations” and “III. Facilities.” As of March 31, 2017, the TDK Group (“TDK”) is comprised of TDK Corporation (the “Company”), 138 consolidated subsidiaries and 9 equity-method affiliates. Segment categories are manufacturing and sales of “Passive Components,” “Magnetic Application Products,” “Film Application Products” and “Other” (not included in the other three segments). The following table presents a description of business operations and the respective placement of the Company and subsidiaries and affiliates with respect to these business operations. Category Main products Major companies Ceramic capacitors, Aluminum The Company electrolytic capacitors, Film TDK Europe GmbH capacitors, Inductive devices (Coils/Ferrite cores/Transformers), TDK Hong Kong Co., Ltd. Passive Components High-frequency components, EPCOS AG Piezoelectric materials and circuit TDK-MCC Corporation protection components, and Sensors 55 other companies (Domestic: 3, Overseas:52) (Total: 60 companies) HDD Heads, HDD suspension The Company assemblies, Magnetic Sensors, Power SAE Magnetics (H.K.) Ltd. supplies, Magnets Magnecomp Precision Technology Public Co., Ltd. Magnetic Application Headway Technologies, Inc. Products TDK-Lambda Corporation 48 other companies (Domestic: 2, Overseas: 46) (Total: 53 companies) Energy devices (Rechargeable The Company batteries) Film Application Amperex Technology Ltd. Products 13 other companies (Domestic:-, Overseas: 13) (Total: 15 companies) Mechatronics (production The Company equipment), other TDK Corporation of America Other 37 other companies (Domestic: 13, Overseas: 24) (Total: 39 companies) 4 3. Status of subsidiaries and affiliates Holding rate of Name Location Capital Principal business voting rights Business relationship (%) (Consolidated subsidiaries – Overseas) Manufacturing and sales of TDK SAE Magnetics (H.K.) Ltd. HK$ Magnetic 100 Hong Kong, China products *1, *2 50,000 Application Products (100) Interlocking directorate: Yes Manufacturing and sales of TDK RMB Film Application 100 Ningde Amperex Technology Ltd. *1 Ningde, China products Products 839,909,052 (100) Interlocking directorate: No Manufacturing and sales of TDK US$ Film Application 98.4 Amperex Technology Ltd.*1 Hong Kong, China products 277,588,100 Products (57.5) Interlocking directorate: Yes HK$ 100 Sales of TDK products EPCOS Ltd. Hong Kong, China Passive Components 2,000,000 (100) Interlocking directorate: Yes Manufacturing and sales of TDK HK$ Passive Components TDK Hong Kong Co., Ltd.*1 Hong Kong, China and Magnetic 100 products 25,500,000 Application Products Interlocking directorate: No Manufacturing and sales of TDK Film Application 100 Dongguan Amperex Technology Ltd. *1 Dongguan, China RMB products Products 485,509,727 (100) Interlocking directorate: No Manufacturing and sales of TDK RMB 100 TDK Xiamen Co., Ltd. *1 Xiamen, China Passive Components products 681,074,000 (100) Interlocking directorate: Yes RMB 100 Sales of TDK products TDK (Shanghai) International Trading Shanghai, China Passive Components Interlocking directorate: Yes Co., Ltd. 1,659,160 (100) Manufacturing and sales of TDK US$ Film Application 100 Navitasys Technology Ltd. *1 Hong Kong, China products Products 86,160,571 (100) Interlocking directorate: No Manufacturing and sales of TDK RMB 100 EPCOS (Zhuhai FTZ) Co., Ltd.