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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2008
Commission File Number: 001-31221
Total number of pages: 76
NTT DoCoMo, Inc.
(Translation of registrant’s name into English)
Sanno Park Tower 11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
(Address of principal executive offices)
Chiyoda-ku, Tokyo 100-6150
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 if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
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-
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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.
| NTT DoCoMo, Inc. |
||||
| Date: May 29, 2008 | By: | /S/ YOSHIKIYO SAKAI | ||
| Yoshikiyo Sakai | ||||
| Head of Investor Relations | ||||
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[Translation]
| TSE Code: 9437 | ||
| May 29, 2008 | ||
| To Shareholders | ||
| NTT DoCoMo, Inc. | ||
| 11-1, Nagata-cho 2-chome | ||
| Chiyoda-ku, Tokyo | ||
| Japan | ||
| Masao Nakamura | ||
| President and CEO |
NOTICE OF CONVOCATION OF
THE 17th ORDINARY GENERAL MEETING OF SHAREHOLDERS
THE 17th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 17th Ordinary General Meeting of Shareholders of the Company
(“Meeting”) will be held as described below.
If on the appointed day you cannot be present, you may exercise your voting rights in writing
or through the Internet. Please review the “Reference Materials for Ordinary General Meeting of
Shareholders” enclosed herein, and then (1) indicate your votes for or against the matters set
forth on the enclosed proxy voting form, and return to us the form via postal mail, or (2) if you
use a cellular handset compatible with “i-mode” or other means to access the Internet, or a
personal computer, you may access our proxy voting site on the Internet by following the procedures
described on pages 13-18 herein and indicate your vote of approval or disapproval, by 6:00 pm, on
Thursday, June 19, 2008.
Details
1.
|
Date and Time: | Friday, June 20, 2008 at 10:00 a.m. | ||
2.
|
Place of the Meeting: | Tsuru-no-ma, The Main Banquet Floor Hotel New Otani 4-1, Kioi-cho, Chiyoda-ku, Tokyo Japan |
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| 3. | Matters to be dealt with at the Meeting: | |||
Matters to be reported:
| 1) | Report on Business Report, Consolidated and Non-Consolidated Financial
Statements for the 17th Fiscal Year (from April 1, 2007 to March 31, 2008). |
||
| 2) | Report on Results of Audit of Consolidated Financial Statements by
Registered Public Accountants and Board of Corporate Auditors. |
Matters to be resolved:
First Item of Business:
|
Appropriation of Retained Earnings | |
Second Item of Business:
|
Repurchase of Shares | |
Third Item of Business:
|
Partial Amendment to Articles of Incorporation | |
Fourth Item of Business:
|
Election of thirteen (13) Directors | |
Fifth Item of Business:
|
Election of two (2) Corporate Auditors |
| 4. | Items Decided for the Convocation of Meeting |
| (1) | In the event multiple votes are cast electronically via the Internet, the last vote received
shall be deemed effective. |
|
| (2) | In the event of the duplication of votes on the proxy form and electronic voting via the
Internet, electronic voting via the Internet shall be deemed effective. |
A copy of our consolidated and non-consolidated financial statements and a certified copy of
the Independent Auditor’s Report and the Audit Report of Board of Corporate Auditors required to be
attached to this Notice are as stated in the “Report for the 17th Fiscal Year” (pages 4-50)
attached hereto.
If you attend the Meeting in person, please present the enclosed voting form to the receptionist at
the Meeting.
Should any revision be needed with regard to the Reference Materials for Ordinary General Meeting
of Shareholders, Business Report or Consolidated Financial Statements, etc., the Company will
publish such revision on its website (http://www.nttdocomo.co.jp/).
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Reference Materials for Ordinary General Meeting of Shareholders
| 1. | Items of Business and Matters for Reference: |
First Item of Business:
|
Appropriation of Retained Earnings |
Items relating to year-end dividends
Taking into account the consolidated results of operations and consolidated dividend payout
ratio, the Company distributes dividends with the aim of providing continuous stable dividends
while trying to enhance its financial condition and secure internal reserves. The Company proposes
to pay the year-end dividend for the 17th fiscal year as follows:
| (1) | Type of Dividend Asset Cash |
||
| (2) | Proposed Appropriation of Dividend Assets to Shareholders and Total Amount of
Dividend Payment ¥2,400 per share of one common stock of the Company Total Amount of Dividend Payment: ¥102,307,025,160 |
||
(The Company paid an interim dividend of ¥2,400 per share in November 2007, and
accordingly, the aggregate amount of annual dividends for this fiscal year will be ¥4,800
per share.) |
|||
| (3) | Effective Date of the Appropriation of Dividends from Retained Earnings June 23, 2008 |
Second Item of Business:
|
Repurchase of Shares |
In order to improve capital efficiency, and to implement a capital strategy that can respond
flexibly to changes in the management environment, it is proposed that the Company repurchase up to
900,000 shares of its common stock in exchange for cash, up to an aggregate repurchase price of
¥150,000 million, in accordance with the provisions set forth in Article 156, Clause 1 of the
Corporate Law of Japan, within one year after the day on which this Ordinary General Meeting of
Shareholders has closed.
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Third Item of Business:
|
Partial Amendment to Articles of Incorporation |
| 1. | Reasons for Amending the Articles of Incorporation of the Company |
| (1) | It is proposed to amend Article 11 to align the Japanese language and
editorial expressions with those used in the Corporate Law of Japan (Law No. 86 of
2005). |
||
| (2) | In view of the scheduled enforcement in January 2009 of the Law for Partial
Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds and Other
Securities for the Purpose of Streamlining the Settlement for Trades of Stock and
Other Securities (Law No. 88 of 2004), it is proposed to newly create Article 3 in the
Supplementary Provisions and make necessary numbering adjustments thereto, to abolish
the fractional share transaction system effective August 1, 2008, as fractional shares
will not be handled under the revised share transfer system following the
dematerialization of stock certificates. |
| 2. | Contents of Amendments to the Articles of Incorporation of the Company |
The contents of the proposed amendments to the Articles of Incorporation of the Company are as
follows:
(Provisions proposed to be amended are underlined.)
| Current Articles of Incorporation | Proposed Amendments | |
(Convocation)
|
(Convocation) | |
Article 11
|
Article 11 | |
1. The President shall convene, subject
to resolution of the Board of
Directors, an ordinary general meeting
of shareholders of the Company within
three months from the day next
following the last day of a business
(“eigyo”) year and an extraordinary
general meeting of shareholders from
time to time whenever necessary.
|
1. The President shall convene,
subject to resolution of the
Board of Directors, an ordinary
general meeting of shareholders
of the Company within three
months from the day next
following the last day of a
business (“jigyo”) year and an
extraordinary general meeting of
shareholders from time to time
whenever necessary. |
|
2. (Omitted)
|
2. (Omitted) | |
(Supplementary Provision)
|
(Supplementary Provision) | |
Article 1
|
Article 1 | |
1. The Company shall have a transfer
agent for its fractional shares.
|
1. (Same as present) | |
2. The transfer agent and the place of
its handling office shall be designated
by a resolution of the Board of
Directors.
|
2. (Same as present) | |
3. Preparation, maintenance and the
administrative services concerning the
register of fractional shares shall be
entrusted to the transfer agent, and
the Company shall not directly provide
those services.
|
3. (Same as present) |
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| Current Articles of Incorporation | Proposed Amendments | |
Article 2
|
Article 2 (Same as present) | |
The procedures relating to the
handling of the Company’s fractional
shares as well as the fees therefor
shall be governed by the laws and
regulations and these Articles of
Incorporation
and the Share Handling Regulations to
be established by the Board of
Directors. |
||
(Newly Created)
|
Article 3 | |
| The Company shall cease to register or record any fractional shares constituting less than one full unit of stock in its register of fractional shares effective August 1, 2008. | ||
Article 3
|
Article 4 | |
Articles 1 to 3 in these
Supplementary Provisions shall be
deleted at the point when the
Company’s fractional shares cease to
exist.
|
Articles 1 to 4 in these Supplementary Provisions shall be deleted at the point when the Company’s fractional shares cease to exist. |
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Fourth Item of Business:
|
Election of Thirteen (13) Directors |
As the terms of office of twelve (12) Directors will expire at the close of this Meeting, it
is proposed that thirteen (13) Directors be elected.
The candidates for positions as Directors are as follows:
| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 1 | Ryuji Yamada (May 5, 1948) |
April 1973 | Entered NTT Public Corporation
|
137 | ||||||||
| July 1999 | Executive Manager of Plant Planning Department of Nippon Telegraph and
Telephone West Corporation (“NTT West”) |
|||||||||||
| June 2001 | Senior Vice President, Member of the Board, and Executive Manager of Plant
Planning Department of NTT West |
|||||||||||
| June 2002 | Executive Vice President, Member of the Board, and Senior Executive Manager
of the Marketing and Support Solutions Headquarters of NTT West |
|||||||||||
| June 2004 | Representative Director, Senior Executive Vice President and Member of the
Board of Nippon Telegraph and Telephone Corporation (NTT) |
|||||||||||
| June 2007 | Senior Executive Vice President, Member of the Board and Managing Director
of Corporate Marketing Division of the Company |
|||||||||||
| 2 | Kiyoyuki Tsujimura (January 11, 1950) |
April 1975 | Entered NTT Public Corporation
|
143 | ||||||||
| January 1999 | Managing Director of Global Business Department of the Company |
|||||||||||
| June 2001 | Senior Vice President and Managing Director of Global Business Department
of the Company |
|||||||||||
| June 2002 | Senior Vice President and Managing Director of Corporate Strategy and
Planning Department of the Company |
|||||||||||
| June 2004 | Executive Vice President and Managing Director of Corporate Strategy and
Planning Department of the Company |
|||||||||||
| June 2005 | Executive Vice President, Member of the Board and Managing Director of
Products and Services Division of the Company |
|||||||||||
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| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 3 | Masatoshi Suzuki (October 30, 1951) |
April 1975 | Entered NTT Public Corporation |
|||||||||
| July 1999 | Senior Manager of Planning Department of Nippon Telegraph and Telephone
East Corporation (“NTT East”)
|
59 | ||||||||||
| July 2002 | General Manager of Miyagi Branch of NTT East |
|||||||||||
| June 2004 | Senior Vice President and Managing Director of Public Relations Department
of the Company |
|||||||||||
| June 2005 | Senior Vice President and Managing Director of Public Relations Department
of the Company |
|||||||||||
| June 2007 | Executive Vice President, Member of the Board and Managing Director of
Human Resources Management Department of the Company |
|||||||||||
| 4 | Hiroshi Matsui (August 6, 1946) |
July 1969 | Entered Ministry of Posts and Telecommunications
|
14 | ||||||||
| January 2002 | Director General of Postal Services Agency, Ministry of Public Management,
Home Affairs, Posts and Telecommunications |
|||||||||||
| January 2003 | Vice-Minister for Policy Coordination, Ministry of Public Management, Home
Affairs, Posts and Telecommunications |
|||||||||||
| August 2005 | President of Postal Savings Promotion Society |
|||||||||||
| September 2007 | Advisor to the Company |
|||||||||||
| 5 | Harunari Futatsugi (November 23, 1951) |
April 1976 | Entered NTT Public Corporation
|
66 | ||||||||
| June 2003 | Senior Vice President and Managing Director of Network Planning Department
of the Company |
|||||||||||
| June 2004 | Senior Vice President and Managing Director of Human Resources Management
Department of the Company |
|||||||||||
| June 2005 | Senior Vice President, Member of the Board and Managing Director of Human
Resources Management Department of the Company |
|||||||||||
| June 2006 | Executive Vice President, Member of the Board and Managing Director of
Human Resources Management Department of the Company |
|||||||||||
| June 2007 | Executive Vice President, Member of the Board and Managing Director of
Network Division of the Company |
|||||||||||
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| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 6 | Bunya Kumagai (October 13, 1952) |
April 1975 | Entered NTT Public Corporation
|
68 | ||||||||
| April 2003 | Managing Director of Sales Promotion Department of the Company |
|||||||||||
| June 2003 | Senior Vice President and Managing Director of Sales Promotion Department
of the Company |
|||||||||||
| June 2005 | Executive Vice President, Member of the Board and Managing Director of
Marketing Division of NTT DoCoMo Tokai, Inc. |
|||||||||||
| June 2006 | Senior Vice President, Member of the Board and Managing Director of
Marketing Division of the Company |
|||||||||||
| June 2007 | Executive Vice President, Member of the Board and Managing Director of
Marketing Division of the Company |
|||||||||||
| 7 | Kazuto Tsubouchi (May 2, 1952) |
April 1976 | Entered NTT Public Corporation
|
41 | ||||||||
| January 1999 | Senior Manager, Department V of NTT-Holding Provisional Headquarters of
NTT |
|||||||||||
| July 1999 | Senior Manager of Department IV of NTT |
|||||||||||
| December 2000 | General Manager of Kanazawa Branch of NTT West |
|||||||||||
| June 2004 | Senior Vice President and Managing Director of Accounts and Finance
Department of NTT DoCoMo Kansai, Inc. |
|||||||||||
| June 2006 | Senior Vice President, Member of the Board and Managing Director of
Accounts and Finance Department of the Company |
|||||||||||
| 8 | Kaoru Kato (May 20, 1951) |
April 1977 | Entered NTT Public Corporation
|
27 | ||||||||
| August 2002 | Senior Vice President and Managing Director of Corporate Strategy Planning
Department of NTT DoCoMo Kansai, Inc. |
|||||||||||
| June 2005 | Advisor to the Company |
|||||||||||
| July 2005 | Representative Director and Senior Corporate Executive Officer of Sumitomo
Mitsui Card Co., Ltd. |
|||||||||||
| June 2007 | Executive Vice President and Member of the Board of NTT DoCoMo Kansai, Inc. |
|||||||||||
| July 2007 | Executive Vice President, Member of the Board and Managing Director of
Corporate Strategy Planning Department of NTT DoCoMo Kansai, Inc. |
|||||||||||
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| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 9 | Mitsunobu Komori (September 18, 1952) |
April 1977 | Entered NTT Public Corporation
|
44 | ||||||||
| July 1999 | Senior Manager of Department V of NTT |
|||||||||||
| July 2000 | General Manager of Nagano Branch of NTT East |
|||||||||||
| July 2002 | Senior Manager of Department V of NTT |
|||||||||||
| June 2005 | Senior
Vice President and Managing Director of Core Network Engineering
Department of the Company |
|||||||||||
| July 2007 | Senior Vice President and General Manager of Kanagawa Branch of the Company |
|||||||||||
| 10 | Takashi Tanaka (June 2, 1955) |
April 1979 | Entered NTT Public Corporation
|
36 | ||||||||
| June 2000 | Managing Director of Corporate Strategy and Planning Department and
Managing Director of General Affairs Department of NTT DoCoMo Chugoku,
Inc. |
|||||||||||
| April 2001 | Managing Director of Corporate Strategy and Planning Department of NTT
DoCoMo Chugoku, Inc. |
|||||||||||
| July 2001 | Senior Director of Human Resources Management Department of the Company |
|||||||||||
| June 2003 | Managing Director of Affiliated Companies Department of the Company |
|||||||||||
| June 2007 | Senior Vice President, Member of the Board and Managing Director of General
Affairs Department of the Company |
|||||||||||
| 11 | Katsuhiro Nakamura (March 2, 1953) |
April 1977 | Entered NTT Public Corporation
|
30 | ||||||||
| June 2001 | Managing Director of Affiliated Companies Department of the Company |
|||||||||||
| June 2003 | General Manager of Shibuya Branch of the Company |
|||||||||||
| June 2004 | Senior Vice President and Managing Director of Marketing Division of NTT
DoCoMo Hokkaido, Inc. |
|||||||||||
| June 2005 | Representative Director, Senior Vice President, Member of the Board and
Managing Director of Corporate Strategy Planning Department and Managing
Director of Marketing Division of NTT DoCoMo Hokkaido, Inc. |
|||||||||||
| June 2007 | Senior Vice President responsible for business process reform of the Company |
|||||||||||
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| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 12 | Masao Nakamura (November 11, 1944) |
July 1969 | Entered NTT Public Corporation
|
197 | ||||||||
| June 1998 | Senior Vice President and Managing Director of Accounting Department of the
Company |
|||||||||||
| January 1999 | Senior Vice President and Managing Director of Accounts and Finance
Department of the Company |
|||||||||||
| June 1999 | Executive Vice President and Managing Director of Accounts and Finance
Department and Chief Financial Officer of the Company |
|||||||||||
| June 2001 | Executive Vice President and Managing Director of Mobile Multimedia
Division of the Company |
|||||||||||
| June 2002 | Senior Executive Vice President and Managing Director of Marketing Division
of the Company |
|||||||||||
| June 2004 | President and Chief Executive Officer of the Company |
|||||||||||
| August 2007 | President and Chief Executive Officer and Managing Director of Corporate
Branding Division of the Company |
|||||||||||
| 13 | Hiroshi Tsujigami (September 8, 1958) |
April 1983 | Entered NTT Public Corporation
|
10 | ||||||||
| January 1999 | Manager of Department I, NTT-Holding Provisional Headquarters of NTT |
|||||||||||
| July 1999 | Manager of Department I of NTT |
|||||||||||
| October 2000 | Senior Manager of Department I of NTT |
|||||||||||
| July 2003 | Senior Manager of Corporate Strategy and Planning Department of NTT West |
|||||||||||
| July 2007 | Senior Manager of Corporate Strategy and Planning Department of NTT |
|||||||||||
| February 2008 | Member of the Board of NTT Investment Partners, Inc. |
|||||||||||
(Note)
| 1. | Nippon Telegraph and Telephone Corporation (NTT) is the parent of the Company. Nippon
Telegraph and Telephone West Corporation (NTT West), Nippon Telegraph and Telephone East
Corporation (NTT East) and NTT Investment Partners, Inc. (NTT Investment Partners) are
subsidiaries of NTT. NTT DoCoMo Tokai, Inc., NTT DoCoMo Kansai, Inc. and NTT DoCoMo Hokkaido,
Inc. are subsidiaries of the Company. |
|
| 2. | Mr. Hiroshi Tsujigami is a candidate for outside member of the Board of Directors. Mr. Hiroshi Tsujigami was nominated as a candidate for outside member of the Board of Directors for his long career and engagement in the telecommunications business, and the Company’s expectations for his supervisory function are based on his extensive experience and knowledge. |
|
| 3. | Mr. Hiroshi Tsujigami is engaged in the business execution of NTT and NTT Investment
Partners, Inc., which are special interest parties to the Company. |
|
| 4. | Mr. Hiroshi Tsujigami is expected to receive wages, etc., as an employee of NTT, and he has
received such wages over the past two years from NTT and NTT West, which are special interest
parties to the Company. |
|
| 5. | If the election of Mr. Hiroshi Tsujigami as outside member of the Board of Directors is
approved, the Company plans to enter into a limited liability contract with Mr. Tsujigami,
which sets forth the upper limit of damage compensation liability as provided in Article 423,
Clause 1 of the Corporate Law of Japan, in accordance with the provisions of Article 427,
Clause 1 of the Corporate Law of Japan, so that he can properly fulfill the roles expected for
an outside member of the Board of Directors of the Company. |
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Fifth Item of Business:
|
Election of Two (2) Corporate Auditors |
As the term of office of Corporate Auditor Mr. Shoichi Matsuhashi will expire, and Corporate
Auditor Mr. Shinichi Nakatani will resign at the close of this Meeting, it is proposed that two (2)
Corporate Auditors be elected.
Mr. Kenichi Aoki is proposed as a candidate to fill a vacancy caused by the resignation of
Corporate Auditor Mr. Shinichi Nakatani prior to expiration of his term of office. Therefore, as
set forth in the Articles of Incorporation of the Company, if the election of Mr. Kenichi Aoki is
approved, his term of office shall be identical to the remaining term of office of his predecessor.
The candidates for Corporate Auditors, to whom the Board of Corporate Auditors has given its
approval, are as follows:
| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 1 | Kenichi Aoki (October 9, 1946) |
May 1970 | Entered NTT Public Corporation
|
31 | ||||||||
| June 1998 | Senior Vice President and Managing
Director of General Affairs Department
of the Company |
|||||||||||
| January 1999 | Senior Vice President and Managing
Director of Affiliated Companies
Department of the Company |
|||||||||||
| June 2000 | Senior Vice President and General
Manager of Chiba Branch of the
Company |
|||||||||||
| June 2002 | Senior Executive Vice President and
Managing Director Mobile Multimedia
Division of NTT DoCoMo Chugoku, Inc. |
|||||||||||
| June 2004 | Representative Director, Executive Vice
President and Managing Director of
Corporate Strategy Planning Department
of DoCoMo Support, Inc. |
|||||||||||
| June 2005 | President of DoCoMo Support, Inc. |
|||||||||||
(Directorship at other companies) President of DoCoMo Support, Inc. |
||||||||||||
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| Number of | ||||||||||||
| Candidate | Name | the Company | ||||||||||
| Number | (Date of Birth) | History, Positions, Responsibilities and Directorship at other companies | Shares Owned | |||||||||
| 2 | Shunichi Tamari (January 10, 1949) |
April 1971 | Entered NTT Public Corporation
|
48 | ||||||||
| June 2001 | Representative Director, Executive Vice
President and Managing Director of
Corporate Strategy and Planning
Department of NTT DoCoMo Hokuriku,
Inc. |
|||||||||||
| June 2002 | Senior Vice President and Managing
Director of Service Operation and
Maintenance Department of the
Company |
|||||||||||
| January 2004 | Senior Vice President and Managing
Director of Service Quality Management
Department of the Company |
|||||||||||
| June 2004 | Executive Vice President and General
Manager of Chiba Branch of the
Company |
|||||||||||
| June 2005 | President of DoCoMo Engineering, Inc. |
|||||||||||
(Directorship at other companies) President of DoCoMo Engineering, Inc. |
||||||||||||
(Note)
| 1. | NTT DoCoMo Chugoku, Inc., DoCoMo Support, Inc. and DoCoMo Engineering, Inc. are
subsidiaries of the Company. |
|
| 2. | Mr. Kenichi Aoki is expected to resign from the Board of Directors of DoCoMo Support, Inc.
on June 17, 2008. Mr. Shunichi Tamari is expected to resign from the Board of Directors of
DoCoMo Engineering, Inc. on June 18, 2008. |
-end-
12
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To Exercise Voting Rights via the Internet
—Online Voting via a cellular handset—
—Online Voting via a cellular handset—
| 1. | If you wish to exercise your voting rights using an i-mode-compatible handset or other
cellular phone compatible with the Internet, please access the website designated by the
Company through one of the following methods described in (1)-(3) below, and exercise your
voting rights following the procedures explained in Item 2 on page 16: |
(Note)
| 1. | The designated website may not be accessible from some cellular phone models. For inquiries,
please contact the Help Desk listed on page 18. |
|
| 2. | Please be noted that the access to the website will be suspended from 2:00 am to 5:00 am due
to the maintenance and inspection of the website. |
| (1) | To access the designated website from “iMenu”: |
| - | (For shareholders using NTT DoCoMo Group handsets) Please access the website from “iMenu” by following the steps below: |
“iMenu” 4 Notice from DoCoMo 4 Company/IR information 4
IR Information 4
17th General Meeting of Shareholders 4 Mitsubishi UFJ Trust Bank
(designated website for the exercise of voting rights) 4 Log in
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Table of Contents
| (2) | To access the designated website using “QR code”* |
| - | Please connect with the site by reading the “QR code” below using a handset embedded
with a bar code reader feature. For details of operation, please refer to the “instruction
manual” of your own cellular phone. |
[For shareholders using a handset of operators other than NTT DoCoMo Group]
|
[For shareholders using a NTT DoCoMo Group handset] |
<QR Code for accessing the designated website >
| (Note) | If you are connected to a site other than the designated website for exercising your
voting rights, please try to reestablish the access by reading the “QR code” again, or by
making a connection through an alternative method. |
* “QR code” is a registered trademark of Denso Wave Incorporated.
| (3) | To access the designated website by directly inputting the address |
| - | Please access the website by inputting the address below, after connecting the
Internet from your cellular phone. For details of operation, please refer to the
“instruction manual” of your own cellular phone: |
[For shareholders using a NTT DoCoMo Group handset]
Address of website for exercise of voting rights:
http://i.nttdocomo.co.jp/ir/
Address of website for exercise of voting rights:
http://i.nttdocomo.co.jp/ir/
[For shareholders using handsets of operators
other than NTT DoCoMo Group]
Address of website for exercise of voting rights: http://www.evote.jp/
other than NTT DoCoMo Group]
Address of website for exercise of voting rights: http://www.evote.jp/
| (Note) | The message below may appear on the screen, depending on the model of handset. If the message appears, you are requested to agree to the transmission of your cellular phone information. (This feature does not transmit your cellular phone number). |
14
Table of Contents
| 2. | When voting rights are exercised via cellular phone, please use the “log-in ID” and
temporary password printed on the enclosed proxy form. You will be required to input your
votes of approval or disapproval in accordance with screen directions. To prevent improper
access by persons other than the shareholder (imposters) and alteration of votes, it is
requested that you convert the temporary password to a new one by accessing the designated
website for exercise of voting rights. *In the event you have forgotten your password or input a wrong code in a sequence to disable the use of your password, you are requested to complete a set of procedures to regain access to the website. For details, please contact the Help Desk listed on page 14. |
|
| 3. | Votes cast from a cellular handset will be accepted up to 6:00 pm, June 19, 2008 (Thursday),
the day before the date of the Ordinary General Meeting of Shareholders. Because of the time
required for tabulation of the results, we request that you vote as early as possible. |
|
| 4. | In the event of duplication of votes on the proxy form and electronic voting from a cellular
handset, the latter shall be deemed effective. |
|
| 5. | In the event multiple votes were cast from a cellular handset, the last vote received shall
be deemed effective. Also, in the event of duplication of votes from online voting via
personal computers and a cellular phone, the last vote received shall be deemed effective. |
|
| 6. | Accesses made to the designated voting website using the prescribed method from a cellular
handset of NTT DoCoMo Group will incur no communication charges. Please be advised that the
communication charges required for accessing the website from cellular phones other than those
of NTT DoCoMo Group shall be borne by the shareholder. |
15
Table of Contents
—Online Voting from a Personal Computer—
| 1. | If you wish to exercise your voting rights from a personal computer, please access the
Company’s designated website: (http://www.evote.jp/) |
*Please be noted that the access to the website will be suspended from 2:00 am to 5:00 am due to
the maintenance and inspection of the website.
| 2. | If you choose to exercise your voting rights from a personal computer, please use the
“log-in ID” and temporary password shown on the enclosed proxy form. They are required to
input your votes for approval or disapproval in accordance with screen directions. To prevent
improper access by persons other than the shareholder (imposters) and alteration of votes, it
is requested that the shareholder convert the temporary password to a new one by accessing the
voting website. *In the event you have forgotten your password or input a wrong code in a sequence to disable the use of your password, please access the above-mentioned UFJ Trust Bank’s website for the exercise of voting rights (http://www.evote.jp/) and download “Password Initialization Application Format” from the log-in page to the site of shareholder’s meeting-related procedures, fill the necessary items, impress your seal thereon, and return it to the address indicated on page 18. |
| 3. | It may not be possible to exercise voting rights electronically depending on the Internet
environment of the shareholder, if, for example, a firewall is employed for Internet access,
anti-virus software is set up, or proxy server is used, etc. |
|
| 4. | Votes cast from a personal computer will be accepted up to 6:00 pm, June 19, 2008
(Thursday), the day prior to the general shareholders meeting. Because of the time required
for tabulation of the results, we request that you vote as early as possible. |
|
| 5. | In the event of duplication of votes on the proxy form and electronic voting from a personal
computer, the latter shall be deemed effective. |
|
| 6. | In the event multiple votes were cast from a personal computer, the last shall be deemed
effective. Also, in the event of duplication of votes from online voting via personal
computers and a cellular phone, the last shall be deemed effective. |
|
| 7. | The costs that may arise in relation to the access to the voting website, e.g., connection
charges, etc., shall be borne by the shareholder. |
|
| 8. | The Company sends notifications of general meeting of shareholders by electronic mail to
shareholders who have given their prior consent. Applications are accepted on the voting
site. Shareholders who desire such notification of the next meeting are urged to complete the
procedure. |
16
Table of Contents
For inquiries pertaining to the use of cellular phones or personal computers
for the exercise of voting rights via the Internet, please contact:
for the exercise of voting rights via the Internet, please contact:
Mitsubishi UFJ Trust and Banking Corporation, Securities Department (Help Desk)
0120-173-027 (Toll free number, 9:00-21:00)
0120-173-027 (Toll free number, 9:00-21:00)
Address to send the “Password Initialization Application Format”:
Mitsubishi UFJ Trust and Banking Corporation, Securities Department
7-10-11 Higashisuna, Koutou-ku,
Tokyo 137-8081, Japan
Mitsubishi UFJ Trust and Banking Corporation, Securities Department
7-10-11 Higashisuna, Koutou-ku,
Tokyo 137-8081, Japan
17
Table of Contents
Information to Shareholders:
Business year:
|
From April 1 every year to March 31 of the following year | |
Record date for year-end dividend payment:
|
March 31 every year | |
Record date for interim dividend payment:
|
September 30 every year | |
Shareholder ledger administrator:
|
Mitsubishi UFJ Trust and Banking Corporation 4-5 Marunouchi 1-chome, Chiyoda-ku, Tokyo |
|
For inquiries and contact:
|
Mitsubishi UFJ Trust and Banking Corporation, Securities Department | |
(for postal mail):
|
7-10-11 Higashisuna, Koutou-ku, Tokyo 137-8081 | |
(for telephone inquiries):
|
0120-232-711 | |
Liaison points:
|
Nationwide branches of Mitsubishi UFK Trust and Banking Corporation |
18
Table of Contents
Invitation to Communication Lounge
You are cordially invited to the Communication Lounge, where the Company plans to introduce
its latest services and various activities and hold “cellular phone classroom” to give instructions
regarding how to operate our handsets.
1.
|
Place: | Fuyo-no-ma, The Main Banquet Floor (1st Floor) Hotel New Otani |
||
2.
|
Date and Time: | Friday, June 20, 2008 (from 9:00 a.m. to approximately one hour after closure of the general meeting of shareholders) |
(NOTE)
| - | You are not able to exercise your voting rights or raise questions to the general
meeting of shareholders in the Communication Lounge. To exercise your voting rights, you are
requested to attend the ordinary general meeting of shareholders after presenting the voting
form enclosed herein to the receptionist at the place of the meeting (Tsuru-no-ma on the
main banquet floor). |
|
| - | The room of the Communication Lounge may be used as the fourth venue for the general
meeting of shareholders, in which case the Communication Lounge may be closed temporarily. |
Because the Communication Lounge is expected to be crowded, we may have to restrict the entry to
the lounge if it becomes full.
Broadcasting of the 17th Ordinary General Meeting of Shareholders
The Company plans to record and broadcast the 17th Ordinary General Meeting of
Shareholders on its website.
| Address: | http://www.nttdocomo.co.jp/ Access “IR information” à “General Meeting of Shareholders” à “Video of General Meeting of Shareholders” to view |
| Content: | Recorded broadcast of the general meeting of shareholders from start to closure |
* Questions from shareholders will be delivered in text.
Scheduled period of broadcast: June 24, 2008 (Tuesday) to December 26, 2008 (Friday)
19
Table of Contents
Information Map of the Place of the General Meeting of Shareholders
Place of meeting:
|
Tsuru on The Main Banquet Floor (first floor) Hotel New Otani 4-1 Kioicho, Chiyoda-ku, Tokyo |
[Access]
| (1) | Nine minutes on foot from Kojimachi Station (No. 2 Exit) of Tokyo Metro Subway Yurakucho Line |
|
| (2) | Ten minutes on foot from Nagatacho Station (No. 7 Exit) of Tokyo Metro Subway Hanzomon
Line and Nanboku Line |
|
| (3) | Ten minutes on foot from Akasakamitsuke Station (through Akasaka underground passage [D] and
Exit to Kioicho) of Tokyo Metro Subway Marunouchi Line and Ginza Line |
|
| (4) | Nine minutes on foot from Yotsuya Station (No.1 Exit) of Tokyo Metro Subway Marunouchi Line
and Nanboku Line |
|
| (5) | Nine minutes on foot from Yotsuya Station (Kojimachi Exit) of JR Chuo Line and Sobu Line |
|
| (6) | Nine minutes on foot from Yotsuya Station (Akasaka Exit) of JR Chuo Line and Sobu Line |
Request to attendants:
|
Please refrain from coming to the place of meeting by car, since the roads around the venue and parking lots are expected to be congested on the day of meeting. |
20
Table of Contents
Report for the 17th Fiscal Year
For the Year from April 1, 2007 to March 31, 2008
NTT DoCoMo, Inc.
This is an English translation of the Report for the 17th Fiscal Year (the “Report”) of NTT DoCoMo,
Inc (“DOCOMO”, the “Company”, or “we”). This translation includes a translation of the audit
report of KPMG AZSA & Co., DOCOMO’s independent auditor, of the financial statements included in
the original Japanese language Report. KPMG AZSA & Co. has not audited and makes no warranty as to
the accuracy or otherwise of the translation of the financial statements or other financial
information included in this translation of the Report.
1
Table of Contents
TABLE OF CONTENTS
| 3 | ||||
(Documents attached to the “Notice of Convocation of the 17th Ordinary General Meeting of
Shareholders”) |
||||
| 4 | ||||
| 26 | ||||
| 27 | ||||
| 28 | ||||
| 29 | ||||
| 32 | ||||
| 33 | ||||
| 34 | ||||
| 36 | ||||
| 46 | ||||
| 47 | ||||
| 49 | ||||
(Appendices) |
||||
| Appendix 1 | ||||
| Appendix 2 | ||||
| Appendix 3 | ||||
2
Table of Contents
MESSAGE FROM THE PRESIDENT
Dear Shareholders:
I am delighted to present this report on our business results for the 17th fiscal year (from
April 1, 2007, to March 31, 2008).
With Japan’s cellular phone market reaching maturation, the 17th fiscal year was a year of
intense competition for the DOCOMO Group. In this environment, we introduced new discount service
plans as well as a new handset sales model and otherwise directed our efforts towards the
transition to a new business model that is aligned with changes in the market environment. As a
result, despite lower revenues, profits increased.
In FY2008, the DOCOMO Group companies will act as one in efforts to ensure that the new
business model becomes firmly implanted, and to provide valuable services with reliably high
quality, so that we deepen our relationship with customers and earn their long-term loyalty. To
this end, this April, we announced a revamping of the DOCOMO brand together with the “New DOCOMO
Commitments.” This July, we will transition to a single nationwide company framework, and devote
our efforts towards further managerial speed and efficiency.
In addition, by redoubling our efforts in growth areas, such as international businesses and
credit businesses, we will aim for sustained growth and will strive to enhance corporate value.
As always, I ask for your continued goodwill and support.
May 2008
Masao Nakamura
President and CEO
3
Table of Contents
BUSINESS REPORT
Documents attached to the “Notice of Convocation of the 17th Ordinary General Meeting of
Shareholders”
(For the year from April 1, 2007, to March 31, 2008)
| Note: | The term “FY2007” hereinafter refers to the fiscal year ended March 31, 2008, and other
fiscal years are referred to in a corresponding manner. All non-consolidated figures regarding
results of operations in this report were prepared in accordance with accounting principles
generally accepted in Japan (“Japanese GAAP”), unless otherwise stated herein. Consolidated
results contained herein were prepared in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”), unless otherwise noted. |
1. Business Matters of the Corporate Group
(1) Main Business Segments of the Corporate Group
The main business activities of the NTT DOCOMO Group are summarized in the table below.
| Business Segment | Main Business Activities | |
Mobile phone business
|
Cellular (FOMA) services, cellular (mova) services, packet communications services, international services, satellite mobile communications services, and sales of handsets and equipment for each service, etc. | |
PHS business
|
PHS services and sales of PHS handsets and equipment | |
Other businesses
|
Credit business, wireless LAN services, IP telephone service and other miscellaneous businesses |
Note: PHS services were terminated on January 7, 2008
(2) Developments and Results of Operations for the Corporate Group
In the mobile communications market, in addition to market maturity associated with the increasing
penetration of mobile phone subscriptions among the general population, the impact of the
introduction of Mobile Number Portability (MNP)1 two years ago and the entry into the
market by new carriers has caused competition among carriers to become even more fierce.
Amid this market environment, the DOCOMO Group took comprehensive measures, such as the improvement
of billing plans, introduction of new handset sales models, enhancement of network quality,
expansion of the handset lineup and improvement of services, and moved forward with the transition
to a business model focusing on deepening relationships with existing customers. The DOCOMO Group
also made efforts to further strengthen the competitiveness of its core business, mobile phone
services.
In addition, we strove to increase profit opportunities by promoting the spread of credit services
and international roaming services2.
As a result of these efforts, due in part to the impact of the spread of new rate discount
services, consolidated operating revenues for the current fiscal year decreased 76.3 billion yen
from the previous consolidated fiscal year to 4,711.8 billion yen; nevertheless, consolidated
operating income increased 34.8 billion yen to 808.3 billion yen, due to such factors as a decrease
in agency commissions resulting from the introduction of new handset sales models. Income before
income taxes was 800.7 billion yen, and net income was 491.2 billion yen.
Notes: |
||
| * | Here and hereafter in this report, consolidated financial data was prepared in accordance with
U.S. GAAP. |
|
| 1 | A system that allows mobile phone subscribers to retain the same phone number when
switching to a different carrier. |
|
| 2 | A service that enables mobile phone subscribers to use in areas served by overseas
telecommunication service providers the same phone numbers and e-mail addresses they use in Japan. |
|
4
Table of Contents
Trends in the Number of Cellular Phone Subscriptions over the Past Five Fiscal Years
| (Thousands of subscribers) | ||||||||||||||||||||
| FY2003 | FY2004 | FY2005 | FY2006 | FY2007 | ||||||||||||||||
Total subscriptions
in Japan |
87,056 | 91,474 | 96,484 | 101,698 | 107,340 | |||||||||||||||
| (Billions of yen) | ||||||||||||
| 17th Fiscal Term | ||||||||||||
| (the Consolidated | ||||||||||||
| 16th Fiscal Term | Fiscal Year) | Year-on-Year | ||||||||||
| Item | (FY2006) | (FY2007) | Change | |||||||||
Operating revenues |
4,788.1 | 4,711.8 | D1.6 | % | ||||||||
Operating income |
773.5 | 808.3 | 4.5 | % | ||||||||
Income before income taxes |
772.9 | 800.7 | 3.6 | % | ||||||||
Net income |
457.3 | 491.2 | 7.4 | % | ||||||||
• Mobile Phone Business
As of the end of March 2008, the DOCOMO Group had 53.39 million mobile phone subscriptions. Of
this total, the number of FOMA service subscriptions reached 43.95 million as users continued to
switch from mova services to FOMA, and at the end of March 2008 FOMA subscriptions accounted for
more than 82% of all DOCOMO cellular phone subscriptions. Also, we made a progress in making the
cellular phones as a part of the “lifestyle infrastructure” as the number of subscriptions to
i-channel, an information distribution service for FOMA handset users, and in subscriptions to
i-mode flat-rate packet services expanded steadily.
The situation remains severe with respect to net subscription increases, due to the effects from
MNP and measures taken by other carriers; but as a result of the following efforts to strengthen
our relationships with existing customers, the churn rate for our mobile phone services toward the
end of the fiscal year declined to levels seen prior to the introduction of MNP, and we were able
to stabilize the business base.
Trends in the Number of Cellular Phone Subscriptions and FOMA Subscriptions over the Past Five
Fiscal Years
| (Thousands of subscribers) | ||||||||||||||||||||
| 13th Fiscal | 14th Fiscal | 15th Fiscal | 16th Fiscal | 17th Fiscal | ||||||||||||||||
| Term | Term | Term | Term | Term | ||||||||||||||||
| (FY2003) | (FY2004) | (FY2005) | (FY2006) | (FY2007) | ||||||||||||||||
NTT DoCoMo Group
Cellular phone subscriptions |
46,328 | 48,825 | 51,144 | 52,621 | 53,388 | |||||||||||||||
FOMA subscriptions |
3,045 | 11,501 | 23,463 | 35,529 | 43,949 | |||||||||||||||
5
Table of Contents
Trends in Churn Rate over the Past Two Fiscal Years
| (Percent) | ||||||||||||||||||||||||||||||||
| 16th Fiscal Term | 17th Fiscal Term | |||||||||||||||||||||||||||||||
| (FY2006) | (FY2007) | |||||||||||||||||||||||||||||||
| 1Q | 2Q | 3Q | 4Q | 1Q | 2Q | 3Q | 4Q | |||||||||||||||||||||||||
NTT DoCoMo Group
subscriptions |
0.64 | 0.60 | 0.93 | 0.97 | 0.85 | 0.94 | 0.74 | 0.68 | ||||||||||||||||||||||||
• The numbers of subscriptions for principal services
| (Thousands of subscribers) | ||||||||||||
| At the end of | At the end of | Change | ||||||||||
| Category | FY2006 | FY2007 | FY2006 -FY2007 | |||||||||
Cellular services1 |
52,621 | 53,388 | 1.5 | % | ||||||||
FOMA services |
35,529 | 43,949 | 23.7 | % | ||||||||
i-channel |
10,580 | 15,649 | 47.9 | % | ||||||||
i-mode packet
flat-rate services |
9,563 | 12,744 | 33.3 | % | ||||||||
i-mode services |
47,574 | 47,993 | 0.9 | % | ||||||||
Notes: |
||
| 1. | The number of communication module service subscriptions is included in the number of
subscriptions to cellular services and the number of subscriptions to FOMA services. |
|
| 2. | From March 3, 2008, subscription to FOMA services is in principle a prerequisite for the
use of “2in1,” and such FOMA subscriptions are included in the number of cellular services
and FOMA services subscriptions at the end of FY 2007. |
|
| 3. | The number of subscriptions to i-mode packet flat-rate services is the aggregate of
subscriptions to pake-hodai (flat-rate packet billing plan for unlimited FOMA i-mode usage)
and pake-hodai full (flat-rate packet billing plan offering unlimited usage for FOMA i-mode
as well as i-mode full-browser). |
|
| 4. | The number of i-mode service subscriptions is the aggregate of FOMA subscriptions (34,052
thousand at the end of FY 2006 and 41,213 thousand at the end of FY 2007) and mova
subscriptions (13,522 thousand at the end of FY 2006 and 6,779 thousand at the end of FY
2007). |
|
• Main efforts
<<Enhancement of billing plans and introduction of new handset sales models>>
| • | We started offering Fami-wari MAX 50 and Hitoridemo Discount 50, which give a 50%
discount on basic monthly charges, regardless of length of continuous service, to all
subscribers signing up for a two-year agreement. We also decided to let FOMA service
subscribers who also subscribe to the Fami-wari MAX 50 plan to call others in the same
family discount group free of charge starting April 1, 2008. |
| • | We started offering a new handset sales model allowing customers purchasing handsets in
the FOMA 905i or later series to choose from the following two courses: |
| • | “Value Course”: Although the handset purchase price is greater than in the
traditional plan, the value plan, which offers lower basic monthly charges, is applied.
This course also allows for installment payments on the handset purchase. |
||
| • | “Basic Course”: The traditional billing plan is applied, with a discount given
on the handset purchase price with the requirement of two years of continuous use of
the same phone. |
Since this sales model was introduced, more than 90% of customers have selected the “Value
Course”, with subscribers to the “value plan” reaching 5 million as of the end of March 2008.
6
Table of Contents
<<Promotion of international services>>
| • | We enhanced the lineup of handsets, including the handsets in our main FOMA 905i series,
that are compatible not only with W-CDMA1 but with GSM2, a
communication standard widely used around the world. This led to a significant increase in
the use of the international roaming service through customers using their own mobile
phones. |
| • | We took measures to expand the service areas for international roaming. As a result, as
of the end of March 2008, the service areas for international roaming service have expanded
to the following numbers of countries and regions: |
| • | voice, Short Message Service (SMS) 3: 157 |
||
| • | packet communications services: 114 |
||
| • | videophone services: 45 |
Notes: |
||
| 1. | Wideband Code Division Multiple Access. A third-generation mobile communication system
(3G). |
|
| 2. | Global System for Mobile Communications. A second-generation mobile communication system. |
|
| 3. | A text messaging service using phone numbers. |
|
<<Strengthening of corporate marketing>>
| • | To respond to a wide range of customer needs, we implemented a variety of measures from
pricing and handsets to service in our corporate marketing efforts. |
| • | With respect to pricing, we started offering Office-wari MAX 50, which gives a 50%
discount on basic charges, regardless of length of continuous service, to all subscribers
signing up for a two-year contract. Further, we have decided to launch on June 1, 2008, a
flat-rate billing service on all FOMA calls within a group when users of FOMA service under
a single corporate subscriber are pre-registered as a group. In addition, we launched the
following packet flat-rate communication plans for users of personal computers compatible
with the “Business mopera Access Pro,” a remote access service; “flat-rate data plan
HIGH-SPEED,” which is compatible with “FOMA HIGH-SPEED,” high-speed data communications
services with speeds of up to 7.2Mbps or up to 3.6Mbps and “flat-rate data plan 64K,” a
low-speed, low-rate service. |
| • | As for handsets, we launched such new models as the FOMA F905i Biz, which focuses on
stronger security and other business functions requested by many corporate customers. We
also expanded the lineup of smart phones, including the Japanese version of BlackBerry
8707h and FOMA F1100. |
| • | With regard to services, we developed and started providing solutions utilizing a large
number of mobile phones to respond to customer requests to be able to use handsets as a
tool for improving operations and increasing sales. We also launched a customer service
phone number exclusively for corporate customers as part of our efforts to create a
framework for responding to a wide variety of customer needs. |
7
Table of Contents
<<Expansion of services and after-sales services>>
New services and after-sales services that were launched during FY 2007 are summarized below.
| Service | Overview | |
2in1
|
Two phone numbers and two e-mail addresses can be assigned to a single mobile phone. | |
imadoco easy search
|
i-mode phone users confirm on a map and by address the approximate location of someone just by entering the person’s phone number | |
i-mode. net
|
Using i-mode e-mail addresses, customers can receive and send i-mode e-mails from a PC connected to the Internet | |
Redemption of 500 points for battery
pack
|
DOCOMO Premier Club members who have been using the same FOMA handsets for more than one year but less than two years can redeem 500 DOCOMO points for one battery pack | |
Keitai Anshin Pack
|
Package of Omakase Lock services for remotely locking personal data (smart card function, phone book, etc.), Keitai Osagashi Service enabling search for a lost handset, and Denwacho Oazukari Service for network back-up of phonebooks and e-mails, as well as some bolstered “peace of mind and security” functions. |
In addition, we decided to enhance services for longtime customers in the “DOCOMO Premier
Club, “ a membership service for subscribers to DOCOMO Group mobile services. These enhancements
included adding the period of continuous usage to the criteria for determining the club level and
increasing the maximum percentage for earning points, starting with the charges billed in April
2008 (usage in March 2008).
8
Table of Contents
<<Expansion of handset lineup>>
The principal products launched during FY2007 are summarized in the table below.
| Product | Overview | |
FOMA 905i series
|
High-performance handsets with the latest functions, including international roaming, capabilities for One-Seg broadcasts and FOMA HIGH-SPEED service | |
FOMA 705i series
|
Handsets featuring a variety of functions as well as a slim body and distinctive designs | |
FOMA 904i series
|
Handsets that are compatible with 2in1 service and i-mode full browser which can show web sites for PCs and equipped with enhanced game and music functions | |
FOMA 704i series
|
Slim and compact handsets; customers can choose based on functions they want, such as One-Seg compatibility and waterproof qualities | |
Raku Raku Phone Basic
|
Raku Raku Phone specializing in basic functions, such as one-touch dialing buttons and large character displays | |
Raku Raku Phone IV
|
Raku Raku handsets equipped with GPS function that pay further attention to providing peace of mind and ease of use | |
Kids’ Phone FOMA F801i
|
Handsets designed for children with particular attention to such details for peace of mind as the function for preventing loss of the phone and waterproof design | |
Business Phones (FOMA F905iBiz) (FOMA N905iBiz) (PROSOLID m) |
Camera-less handsets tailored to corporate customers featuring enhanced security functions | |
FOMA F1100
|
“Windows Mobile® 6*”-equipped mobile terminals featuring enhanced business functions and focusing on mobility and ease of use | |
FOMA A2502 HIGH-SPEED FOMA N2502 HIGH-SPEED |
Terminals exclusively for data communications with capabilities for FOMA HIGH-SPEED service |
|
| * | “Windows Mobile” is a registered trademark of Microsoft Corporation in the United States and
other countries. |
9
Table of Contents
| • | PHS Business |
We encouraged subscribers to the PHS service to switch to FOMA services and terminated PHS services
on January 7, 2008.
| • | Other Businesses |
<<Promotion of the credit business>>
| • | With respect to the DCMX credit service, we started offering DCMX Gold and other
services to expand the service lineup and stepped up our efforts at DOCOMO shops and other
sales channels. As a result, the total number of subscribers to all DCMX services reached
5.64 million at the end of March 2008, up 3.55 million from the end of March 2007. |
||
| • | With regard to iD, we actively installed readers at convenience stores, super markets,
drugstores, shopping areas and other outlets that are part of the everyday lives of
customers. In addition, readers compatible with both iD and Edy were installed at all
FamilyMart locations in the first such move in the convenience store industry. As a result
of these measures, approximately 300,000 iD readers have been installed as of the end of
March 2008, up 160,000 from the end of March 2007. |
<< Miscellaneous business>>
| • | The DOCOMO Group worked to increase revenues by marketing mobile advertising at i-mode
sites, developing and marketing various system solutions that exploit our mobile
technologies and know-how and engaging in the business of high-speed Internet connection
services for hotels. |
10
Table of Contents
Operating revenues and income (loss) in each business segment in FY2007 are indicated in the table
below.
| (Billions of yen) | ||||||||||||||||
| Change | ||||||||||||||||
| FY 2006 - | ||||||||||||||||
| Category | FY 2006 | FY 2007 | FY 2007 | |||||||||||||
| Operating revenues | Mobile phone business |
4,718.9 (98.5 | ) | 4,647.1 (98.6 | ) | D1.5 | % | |||||||||
Voice |
2,940.4 (61.4 | ) | 2,645.1(56.1 | ) | D10.0 | % | ||||||||||
FOMA services |
1,793.0 (37.4 | ) | 2,084.3 (44.2 | ) | 16.2 | % | ||||||||||
Packet |
1,242.2 (25.9 | ) | 1,373.9 (29.2 | ) | 10.6 | % | ||||||||||
FOMA services |
971.9 (20.3 | ) | 1,254.6 (26.6 | ) | 29.1 | % | ||||||||||
PHS business |
23.4 (0.5 | ) | 10.0 (0.2 | ) | D57.5 | % | ||||||||||
Miscellaneous business |
45.8 (1.0 | ) | 54.7 (1.2 | ) | 19.6 | % | ||||||||||
Total |
4,788.1 (100.0 | ) | 4,711.8 (100.0 | ) | D1.6 | % | ||||||||||
| Operating income (losses) | Mobile phone business |
803.7 (— | ) | 858.2 (— | ) | 6.8 | % | |||||||||
PHS business |
D 15.4 (— | ) | D30.0 (— | ) | D94.8 | % | ||||||||||
Miscellaneous business |
D 14.8 (— | ) | D19.9 (— | ) | D34.9 | % | ||||||||||
Total |
773.5 (— | ) | 808.3 (— | ) | 4.5 | % | ||||||||||
Notes: |
||
| 1. | Figures in parentheses indicate revenues as a percentage of total operating revenues. |
|
| 2. | Operating revenues for the voice mobile phone business include circuit-switching data
communications. |
|
(3) Group Capital Expenditures
Major capital investments made during FY2007 are described below.
<<Proactive investments in telecommunication facilities>>
| • | We endeavored to provide fine-tuned responses to the demands of our customers, bringing
service to more indoor areas, expanding FOMA service areas and improving quality. As of
the end of March 2008, there were 42,700 outdoor base stations and 15,100 indoor facilities
for FOMA service, up 7,000 and 4,700 respectively from the end of March 2007. |
||
| • | We expanded the “FOMA HIGH-SPEED Area” to enable customers to use large-volume content
in a comfortable communications environment. As a result, the coverage ratio reached 98% of
the population of Japan at the end of March, 2008. |
||
| • | To accommodate an increase in communication traffic resulting from the spread of
i-mode packet flat-rate services and similar services, we undertook measures to bolster
facilities. |
<<Efforts to improve efficiency and reduce cost of capital expenditures>>
| • | By moving forward with network IP-conversion, we worked on consolidating and increasing
capacity of network equipment, as well as reducing prices for component procurement. |
11
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As a result, capital expenditures in FY2007 were 758.7 billion yen.
Trends in Capital Expenditures over the Past Four Fiscal Years
| (Billions of yen) | ||||
| Capital Expenditures | ||||
14th Fiscal Term (FY2004) |
861.5 | |||
15th Fiscal Term (FY2005) |
887.1 | |||
16th Fiscal Term (FY2006) |
934.4 | |||
17th Fiscal Term (FY2007) |
758.7 | |||
(4) Group Financing Activities
During FY2007, the DOCOMO Group raised no significant funds through capital increases, the issue of
corporate bonds, or long-term debt.
(5) Group Research and Development Activities
Research and development activities conducted during FY2007 are described below.
<<Development of handsets and services launched during FY2007>>
| • | New products to meet diversifying customer needs were developed, including the FOMA 905i
series that are sold standard with FOMA HIGH-SPEED, GSM, One-Seg broadcasts and other
functions. |
||
| • | We developed a simultaneous broadcast network for emergency earthquake reports, and
launched new services including “Area Mail” Disaster Information Service. |
<<Development of technologies for future commercialization>>
| • | We worked on the next-generation standard Super 3G*1 (LTE*2), a higher-speed
communications technology, and the complete conversion of existing networks to IP
technology to create flexible and economical networks. |
| *1: | An advanced standard for HSDPA (High-Speed Downlink Packet Access) and HSUPA (High-Speed
Uplink Packet Access), which are extensions of W-CDMA technology. This system is aimed at
improving data communication speed, shortening connection delays and enhancing frequency use
efficiency. |
|
| *2: | Long Term Evolution, the name of the Super 3G international standard. |
<<Efforts relating to future technologies>>
| • | We continued research on a wireless access format for fourth-generation mobile
communications systems. |
||
| • | We also conducted research on networks, handsets, and media relating to the creation of
new means of communications, such as development of a human body communication technology,
through which a part of the human body is used to transmit data using weak electrical
signals, and research on high-quality voice encoding to allow for voice that is even closer
to real voice in calls. |
12
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As a result of these activities, research and development expenditures during FY2007 totaled 100
billion yen.
Trends in R&D Expenses over the Past Four Fiscal Years
| (Billions of yen) | ||||
| R&D Expenses | ||||
14th Fiscal Term (FY2004) |
101.9 | |||
15th Fiscal Term (FY2005) |
110.5 | |||
16th Fiscal Term (FY2006) |
99.3 | |||
17th Fiscal Term (FY2007) |
100.0 | |||
(6) Group CSR Activities
Our group aims to contribute to society by carrying out our business activities with sincerity
and living in harmony with society. To fulfill our Corporate Social Responsibility (CSR) as a
cellular phone operator, our corporate group is engaged in a wide range of activities, believing
that it is our important mission to tackle cellular phone-related social issues, respond to
earthquakes and other natural disasters, take actions against global environmental concerns, and
allow each and every user including the elderly and the handicapped to share the convenience of
cellular phones. Among these activities, those that are directly related to the products and
services offered by the DOCOMO Group have been promoted under the “DOCOMO Anshin Mission” aimed at
delivering peace of mind. The concrete actions undertaken during the fiscal year ended March 31,
2008, include the following:
<< For a safer and more secure society >>
| • | Held approximately 2,400 sessions of “Mobile Phone Safety Program” nationwide during the
fiscal year ended March 31, 2008, to provide children with tips on safe and proper phone
usage manners, and promoted “filtering services” that limit access to potentially harmful
web sites. |
||
| • | Introduced various services to allow children to use mobile phones free of concerns, and
established and operated “DOCOMO Anshin Hotline”, a dedicated call center that responds to
bill-related inquiries and other consultations. |
<< Universal design products and services >>
| • | Held a total of 41 on-field sessions of mobile phone usage lectures in Kanto-Koshinetsu
region during the fiscal year ended March 31, 2008, providing tips on convenient usage
examples and instructions on phone operations, to allow the elderly and handicapped users
to enjoy the convenience of cellular phones in their daily lives. |
||
| • | The cumulative nationwide sales of “Raku Raku Phone” series handsets, which have enjoyed
a favorable reputation among many users since its first introduction in 1999, exceeded 10
million in April 2007, and reached 12.89 million as of March 31, 2008. |
||
| • | The DOCOMO Group was awarded the “Prime Minister’s Prize of the 2007 Barrier-Free
Contributor’s Awards” owing to its promotion of universal-design products and services,
which are designed to ensure easy usability by anyone. |
13
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<< Activities for disaster preparedness and various disaster responses >>
| • | Constructed backup circuits and facilities by adopting multiple transmission lines or
looped transport circuits and installing redundancy systems in communication facilities or
decentralizing equipment installations, and reinforced the earthquake resistance of our
buildings and radio towers, in an effort to secure means for communication in the event of
a disaster. Also, in areas where it is difficult to secure terrestrial transmission
circuits, FOMA mobile base station vehicles were introduced to guarantee connections via
satellite transmission links. |
||
| • | Participated in joint disaster drills and trainings to strengthen the collaboration with
administrative institutions and local governments, as a designated public institution
required to provide cooperation to the disaster-relief initiatives to be undertaken by
national institutions or local governments. |
||
| • | Launched “Area Mail” Disaster Information Service, which delivers earthquake warnings
and other emergency messages from the Japan Meteorological Agency without being affected by
traffic congestion in the network to all compatible cellular phones in the designated area. |
||
| • | In response to the July 2007 Niigata-Chuetsu Offshore Earthquake, deployed power supply
vehicles and power generators as quickly as possible in base stations where electricity
supply was suspended, in order to secure communications in the affected areas. In addition,
provided free-of-charge mobile phones and phone battery charging services, etc., at
emergency shelters following the earthquake. |
<< Global environmental conservation initiatives >>
| • | Introduced optical fiber-extended base stations*, high-efficiency power
supply equipment and high-efficiency air conditioning equipment, as part of our efforts to
facilitate energy savings at our communication facilities. |
||
| • | Collected used cellular handsets (approximately 65 million units on a cumulative basis)
and carried out “DOCOMO Woods” Campaign (Reforestation Project) at 36 locations on a
cumulative basis. |
| * | A base station consisting only of a remote unit, which is placed apart from and connected to
the primary equipment (parent station) via optical fiber cable. |
<<Social Contribution Activities>>
| • | To assist the education of children, constructed schools in Thailand (10 schools on a
cumulative basis), and carried out programs aimed at fostering young talent by sponsoring
sports clinics. |
||
| • | Participated in “Product RED”, a donation system to provide sustainable flow of funds
from private companies to the Global Fund, and donated an amount equaling 1% of the monthly
mobile phone usage bills for the specified period of FOMA M702iS (RED) handset users for
the fight against HIV/AIDS in Africa. |
14
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(7) Group Consolidated Financial Results and Assets
| 14th Fiscal Term | 15th Fiscal Term | 16th Fiscal Term | 17th Fiscal Term | |||||||||||||
| (FY 2004) | (FY 2005) | (FY 2006) | (FY 2007) | |||||||||||||
Operating revenues (million yen) |
4,844,610 | 4,765,872 | 4,788,093 | 4,711,827 | ||||||||||||
Operating income (million yen) |
784,166 | 832,639 | 773,524 | 808,312 | ||||||||||||
Income before income taxes
(million yen) |
1,288,221 | 952,303 | 772,943 | 800,688 | ||||||||||||
Net income (million yen) |
747,564 | 610,481 | 457,278 | 491,202 | ||||||||||||
Earnings per share (yen) |
15,771 | 13,491 | 10,396 | 11,391 | ||||||||||||
Total assets (million yen) |
6,136,521 | 6,365,257 | 6,116,215 | 6,210,834 | ||||||||||||
Net assets (million yen) |
3,907,932 | 4,052,017 | 4,161,303 | 4,276,496 | ||||||||||||
Notes: |
||
| 1. | In the 14th term, there were 60,399 million yen in impairment losses of PHS business
assets and a 501,781 million yen gain on the sale of affiliate shares in relation to sale
of shares of AT&T Wireless Services, Inc. |
|
| 2. | Net assets do not include minority interests. |
|
(8) Issues Facing the Group
To respond to the increasingly harsh market conditions, our corporate group has decided to renew
its brand taking advantage of the opportunity presented by the announcement of “New DOCOMO
Commitments” and to reorganize its operational structure centered on the consolidation of eight
regional subsidiaries into a single entity under NTT DOCOMO, Inc., while focusing on the
following three priority policies in our business management: (1) enhance our competitiveness by
strengthening the foundation of our core business, (2) grow revenues through new value creation,
and (3) facilitate cost reduction and efficiency improvement. Through these measures, we seek to
maximize our enterprise value.
The New DOCOMO Commitments
| (1) | We will re-build our brand and strengthen our ties with our customers |
||
| (2) | We will seek and value the voices of our customers and become a company that exceeds their
expectations |
||
| (3) | We will continue to drive innovations, and aspire to become a corporation that is admired by
the world |
||
| (4) | We will enrich our organization with diverse and active talents who seek a common goal and
dream |
<<Enhance our competitiveness by strengthening the foundation of our core businesses>>
| • | We will provide goods and services with the top priority placed on further satisfying
customers who use the Group’s services and deepening our ties with them. |
||
| • | We will continue to strengthen our comprehensive competitiveness through construction of
high-quality and reliable networks, improvement of after-sales services, offering of
affordable billing plans and expansion of the handset lineup. |
||
| • | By consolidating the eight regional companies into the Company and reviewing operational
processes, we will strive to standardize and bolster customer service. |
15
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< <Grow revenues through new value creation >>
| • | We will work on increasing profit opportunities in growth fields, such as expansion of
the credit business, promotion of roaming services with overseas mobile phone service
providers, and solution proposals in the corporate market. |
||
| • | We will strive to offer high-value-added services helping to enhance customer
convenience by tying up with partner companies, including search-linked content services
using mobile phones and functions to support activities catered to customers’ lifestyles
and tastes. |
||
| • | We will develop high-speed, high-quality networks tailored to customer activities and
service use scenarios. By using these foundations, we will attempt to create new services
that make customer lives richer. |
||
| • | Through strategic investments in and tie-ups with partner companies, the Group will
actively expand its business domains both at home and abroad. |
<< Facilitate cost reduction and efficiency improvement >>
| • | We will work to cut network costs by reviewing our operational processes and facilitate
a more efficient use of distributor commissions by promoting the adoption of new handset
purchase methods. |
||
| • | Taking advantage of the opportunity presented by the consolidation of the eight regional
subsidiaries into a single entity under NTT DOCOMO, Inc., we will aim to speed up our
decision-making as well as to improve our overall business efficiency by optimizing sales
and after-sales support-related operations at call centers, and achieving the integration
of administrative and common operations. |
At the same time, we are committed to ensuring compliance with relevant laws and regulations and
thorough risk management at all levels of our corporate group, by fortifying and properly operating
internal control system designed to ensure the propriety of the Group’s business activities. We
will also work in earnest to fulfill our Corporate Social Responsibility (CSR), in an effort to win
the trust and confidence of all stakeholders.
(9) Principal Group Offices (as of March 31, 2008)
(a) NTT DoCoMo, Inc.
Headquarters: 11-1, Nagata-cho, 2-chome, Chiyoda-ku, Tokyo, Japan
Branches: Marunouchi Branch, Shinjuku Branch, Shibuya Branch, Tama Branch, Kanagawa Branch, Chiba
Branch, Saitama Branch, Ibaraki Branch, Tochigi Branch, Gunma Branch, Yamanashi Branch, Nagano
Branch, Niigata Branch
(b) Subsidiaries
NTT DoCoMo Hokkaido, Inc.
|
Headquarters: Chuo-ku, Sapporo, Hokkaido | |
NTT DoCoMo Tohoku, Inc.
|
Headquarters: Aoba-ku, Sendai, Miyagi Prefecture | |
NTT DoCoMo Tokai, Inc.
|
Headquarters: Higashi-ku, Nagoya, Aichi Prefecture | |
NTT DoCoMo Hokuriku, Inc.
|
Headquarters: Kanazawa, Ishikawa Prefecture | |
NTT DoCoMo Kansai, Inc.
|
Headquarters: Kita-ku, Osaka, Osaka Prefecture | |
NTT DoCoMo Chugoku, Inc.
|
Headquarters: Naka-ku, Hiroshima, Hiroshima Prefecture | |
NTT DoCoMo Shikoku, Inc.
|
Headquarters: Takamatsu, Kagawa Prefecture | |
NTT DoCoMo Kyushu, Inc.
|
Headquarters: Chuo-ku, Fukuoka, Fukuoka Prefecture |
16
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(10) Group Employees (as of March 31, 2008)
| Number of Employees | Average Length of | |||
| (change from March 31, 2007) | Average Age | Employment | ||
| 22,100 (increase of 509) | 39.2 years | 14.6 years |
Notes: |
||
| 1. | The number of employees includes 126 employees seconded from companies other than the
Company or its subsidiaries, but does not include 93 employees seconded to companies other
than the Company or its subsidiaries. |
|
| 2. | In calculating the average age of employees, employees at certain overseas subsidiaries are
not included. |
|
| 3. | In calculating the average length of service for employees transferred from Nippon
Telegraph and Telephone Corporation (NTT), other companies in the NTT Group, the former NTT
Central Personal Communications Network, Inc., or the eight regional companies in the
Personal Communications network, years of employment at their respective prior employers
are included in the calculation. Employees seconded from companies other than the Company
or its consolidated subsidiaries and employees at certain overseas subsidiaries are not
included in the calculation. |
|
(11) Condition of the Corporate Group
(a) Relationship with Parent Company
Nippon Telegraph and Telephone Corporation (NTT), NTT DOCOMO’s parent company, currently owns
27,640,000 shares of the company (61.60% of all shares). DOCOMO conducts business mainly in the
mobile communications field under its own managerial responsibilities within the NTT Group.
DOCOMO and NTT have concluded an agreement on the content of services and benefits provided by NTT
to the Company and the compensation with respect to basic research and development by NTT. In
addition, DOCOMO and NTT have concluded an agreement on the content of services and benefits
provided by NTT to the Group and the compensation with respect to group management and operation by
NTT.
(b) Principal Subsidiaries (as of March 31, 2008)
| DOCOMO’s | ||||||||||
| Capitalization | Share Ownership | |||||||||
| Company | (million yen) | (%) | Principal Businesses | |||||||
NTT DoCoMo Hokkaido, Inc. |
15,630 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Tohoku, Inc. |
14,981 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Tokai, Inc. |
20,340 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Hokuriku, Inc. |
3,406 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Kansai, Inc. |
24,458 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Chugoku, Inc. |
14,732 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Shikoku, Inc. |
8,412 | 100.0 | Mobile phone business, etc. | |||||||
NTT DoCoMo Kyushu, Inc. |
15,834 | 100.0 | Mobile phone business, etc. | |||||||
Note: |
||
Share ownership ratios are calculated on the basis of the total number of common shares issued
and outstanding of each company as of the end of the consolidated fiscal year. |
||
Including the above principal subsidiaries, there were 121 consolidated subsidiaries and 16 equity
method affiliates as of the end of the current consolidated fiscal year.
17
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On October 26, 2007, the Company decided to reorganize its business management framework into a
single entity for the entire nation by consolidating the eight regional DOCOMO companies by the
second quarter of FY 2008 (from July to September, 2008).
(c) Acquisition and disposal of shares of other companies
In January 2008, DoCoMo interTouch Pte. Ltd. (“DoCoMo interTouch”), a Singaporean subsidiary
of the Company, acquired all shares of MagiNet Pte. Ltd., a provider of high-speed Internet
connection and video distribution services for hotels, for 16 billion yen, to further promote a
diverse range of broadband services and global mobility support through an increase in base sites.
In conjunction with this move, the Company in January 2008 made an additional investment in DoCoMo
interTouch.
In March 2008, the Company made a joint investment with KT Freetel Co., Ltd. of South Korea in
the Malaysian firm U Mobile Sdn. Bhd. to promote development of 3G services in Malaysia and enhance
the convenience of international roaming services. The Company acquired a 16.50% stake in U Mobile
for 10.2 billion yen.
The Company since March 2007 has made additional investments in the Filipino firm Philippine
Long Distance Telephone Company (“PLDT”) and its subsidiary Smart Communications, Inc. for the
purpose of strengthening its alliances with PLDT and engaging in joint consideration of services
and technologies. Additional investments made during FY2007 totaled 91.4 billion yen, bringing our
stake in the company to 14.16%. With this move, combined with the PLDT shares owned by NTT
Communications Corporation, the stake the NTT Group as a whole has in PDLT increased to 20.85%,
making PLDT an equity-method affiliate of the Company during consolidated FY2007.
Note:
The stakes are calculated based on the total number of outstanding common shares of each company as
of the end of consolidated FY2007.
(d) Other operational alliances
In January 2008, we forged an operational alliance with Google Inc., one of the world’s
leading Internet-related service providers, in such fields as search services, implementation of
search-linked advertisement and provision of applications. The two sides agreed to jointly promote
further enhancement of convenience in a wide range of fields relating to mobile Internet services,
such as enabling use of various Google services with i-mode compatible handsets.
(12) Principal Creditors of the Corporate Group (as of March 31, 2008)
| Outstanding Loan | ||||
| Balance | ||||
| Creditor | (million yen) | |||
The Dai-Ichi Mutual Life Insurance Company |
25,000 | |||
Meiji Yasuda Life Insurance Company |
20,000 | |||
Sumitomo Life Insurance Company |
12,000 | |||
Nippon Life Insurance Company |
12,000 | |||
Shinkin Central Bank |
10,000 | |||
18
Table of Contents
2. Company Shares (as of March 31, 2008)
(1) Total number of authorized shares: 188,130,000 shares
(2) Total number of issued shares: 44,870,000 shares
| Note: | As a result of the cancellation of treasury stock on March 31, 2008, the total number of
issued shares decreased by 1,010,000 compared to the end of the previous fiscal year. |
(3) Number of shareholders: 340,517
Distribution of Ownership among Shareholders
| (%) | ||||
Nippon Telegraph and Telephone Corporation |
61.60 | |||
Foreign corporations, etc. |
13.92 | |||
Financial institutions (including securities companies) |
11.82 | |||
Individuals and others |
6.48 | |||
Treasury stock |
5.00 | |||
Other corporations |
1.18 |
(4) Principal Shareholders
| Holdings in the Company | ||||||||
| Number of | Shareholding | |||||||
| Shareholders | Shares Held | Ratio (%) | ||||||
Nippon Telegraph and Telephone Corporation |
27,640,000 | 61.60 | ||||||
The Master Trust Bank of Japan, Ltd. (Trust Account) |
1,223,754 | 2.73 | ||||||
Japan Trustee Services Bank, Ltd. (Trust Account) |
1,218,530 | 2.72 | ||||||
State Street Bank and Trust Company 505103 |
321,120 | 0.72 | ||||||
Hero & Company |
314,377 | 0.70 | ||||||
Japan Trustee Services Bank, Ltd. (Trust Account 4) |
221,195 | 0.49 | ||||||
State Street Bank and Trust Company |
212,583 | 0.47 | ||||||
Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account) |
200,140 | 0.45 | ||||||
JPMorgan Chase Bank 380055 |
192,347 | 0.43 | ||||||
Mellon Bank NA as Agent for its Client Mellon Omnibus US Pension |
191,174 | 0.43 | ||||||
| Note: | The Company’s holding of treasury stock (2,242,072.85 shares) is not included in the
above. |
19
Table of Contents
3. Directors, Corporate Officers, and Corporate Auditors
(1) Directors and Corporate Auditors (as of March 31, 2008)
| Primary Responsibilities and | ||||
| Position | Name | Affiliation with other Companies | ||
President and CEO
Member of the Board of Directors |
Masao Nakamura | Managing Director of Corporate Branding Division | ||
Senior Executive Vice President
Member of the Board of Directors |
Masayuki Hirata | Managing Director of the Global Business Division
In charge of overseeing Public Relations Department, General Affairs Department, Legal Affairs Department, Accounts and Finance Department, Investor Relations Department, and Affiliated Companies Department; in charge of overseeing operational reform |
||
Senior Executive Vice President
Member of the Board of Directors |
Ryuji Yamada | Managing Director of Corporate Marketing Division
In charge of overseeing Information Systems Department, Procurement and Supply Department, Intellectual Property Department, and Information Security Department; in charge of overseeing branches |
||
Executive Vice President
Member of the Board of Directors |
Takanori Utano | Managing Director of Research and Development Division | ||
Executive Vice President
Member of the Board of Directors |
Kiyoyuki Tsujimura |
Managing Director of Products & Services Division | ||
Executive Vice President
Member of the Board of Directors |
Harunari Futatsugi |
Managing Director of Network Division | ||
Executive Vice President
Member of the Board of Directors |
Bunya Kumagai | Managing Director of Marketing Division | ||
Executive Vice President
Member of the Board of Directors |
Masatoshi Suzuki | Managing Director of Human Resources Management Department | ||
Senior Vice President
Member of the Board of Directors |
Noriaki Ito | Managing Director of Corporate Strategy & Planning Department | ||
Senior Vice President
Member of the Board of Directors |
Kazuto Tsubouchi |
Managing Director of Accounts and Finance Department | ||
Senior Vice President
Member of the Board of Directors |
Takashi Tanaka | Managing Director of General Affairs Department | ||
20
Table of Contents
| Primary Responsibilities and | ||||
| Position | Name | Affiliation with other Companies | ||
Member of the Board of
Directors
|
Toshiki Nakayama |
Manager, Medium-Term Management Strategy Promotion Office, NTT Corporation |
||
Full-time Corporate Auditor
|
Shinichi Nakatani | |||
Full-time Corporate Auditor
|
Shoichi Matsuhashi | |||
Full-time Corporate Auditor
|
Haruo Imai | |||
Full-time Corporate Auditor
|
Kyouichi Yoshizawa |
|||
Corporate Auditor
|
Takaaki Wakasugi |
Chairman and CEO, Japan Corporate Governance Research Institute, Inc.; Professor, School of Business Administration, Tokyo Keizai University |
| Notes: | ||
| 1. | Director Toshiki Nakayama is an outside director as provided in Article 2, Item 15 of the
Corporation Law. |
|
| 2. | Corporate auditors Haruo Imai, Kyouichi Yoshizawa and Takaaki Wakasugi are outside
corporate auditors as provided in Article 2, Item 16 of the Corporation Law. |
|
| 3. | Among corporate auditors, Mr. Shinichi Nakatani has experience in DOCOMO’s finance
division and Mr. Takaaki Wakasugi is engaged in research of corporate governance as well as
management and finance at a university and a research institution. Both corporate auditors
have extensive knowledge concerning finance and accounting matters. |
|
(2) Policies concerning, and total compensation of, directors and corporate auditors
(a) Policies
Matters concerning compensation to directors are decided by the Board of Directors.
Compensation to directors (excluding outside directors) is comprised of a monthly salary and
bonuses. Monthly salaries are paid on the basis on the each director’s scope of roles and
responsibilities. Bonuses are paid taking into account the Company’s business results for the
current term. Also, directors make monthly contributions of at least a certain amount for the
purchase of DOCOMO shares through the Director Shareholding Association to encourage a medium- to
long-term perspective. Purchased shares are owned by the directors during their terms in office.
Compensation to corporate auditors is determined by resolution of the Board of Corporate Auditors
and in order to maintain a high level of independence, consists only of a monthly salary.
21
Table of Contents
(b) Total Compensation to Directors and Corporate Auditors
| (Millions of yen) | ||||||||
| Position | Number of Persons | Total Compensation | ||||||
Director |
11 | 430 | ||||||
Corporate Auditor |
5 | 112 | ||||||
Total |
16 | 542 | ||||||
| Notes: | ||
| 1. | Upper limits on compensation to directors and corporate auditors were set at JPY600
million annually for directors and JPY150 million annually for corporate auditors at the
15th regular general shareholders meeting held on June 20, 2006. |
|
| 2. | Compensation to directors includes JPY105 million in bonuses paid in the current fiscal year. |
|
(3) Outside Directors and Corporate Auditors
(a) Principal concurrent positions of outside directors and corporate auditors as of March 31,
2008.
| Concurrent | ||||||
| Position | Name | Position | Company | |||
Outside Director |
Toshiki Nakayama | Employee | NTT Corporation | |||
| Outside Director | NTT DATA Corporation | |||||
Outside Corporate
Auditor |
Takaaki Wakasugi | Outside Director | Ricoh Company, Ltd. | |||
| Outside Corporate Auditor | JFE Holdings, Inc. |
| Note: | NTT Corporation, where Outside Director Toshiki Nakayama is also employed, is the
Company’s parent company. |
(b) Principal activities of outside directors and corporate auditors
| Position | Name | Principal Activities | ||
Outside Director
|
Toshiki Nakayama | After taking office in June 2007, he attended 11 of the 12 Board of Directors meetings held during the fiscal year and used his extensive experience in the telecommunications business to make appropriate comments from a perspective independent from the Company’s business operations. | ||
Outside Corporate Auditor
|
Haruo Imai | After taking office in June 2007, he attended all 12 Board of Directors meetings and all 9 of the Board of Corporate Auditors meetings held during the fiscal year and used his extensive experience in the telecommunications business and his experience in corporate management to make appropriate comments. | ||
| Kyouichi Yoshizawa | After taking office in June 2007, he attended all 12 Board of Directors meetings and all 9 of the Board of Corporate Auditors meetings held during the fiscal year and used his activities and experience as an NTT labor union board member to make appropriate comments. | |||
| Takaaki Wakasugi | After taking office in June 2007, he attended 11 of the 12 Board of Directors meetings and all 9 of the Board of Corporate Auditors meetings held during the fiscal year and made appropriate comments from his expert perspective gained through academic research as a university professor of business. |
22
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(c) Indemnity agreements
The Company has concluded agreements with outside directors and outside corporate auditors to
indemnify them for personal liability as provided in Article 423, Section 1 of the Corporation Law
in accordance with Article 427, Section 1 of the Corporation Law. The compensation of liability is
the amount permitted by laws and regulations.
(d) Total compensation to outside directors
| (Millions of yen) | ||||||||
| Number of persons | Total compensation | |||||||
Total compensation to outside
directors |
3 | 52 | ||||||
4. Independent Auditor
(1) Name of independent auditor
KPMG AZSA & Co.
(2) Audit fees paid to the independent auditor during the fiscal year
| (Millions of yen) | ||||||
| Item | Details | Amount | ||||
(1)
|
Audit fees for services pursuant to Article 2, Paragraph 1 of the Certified Public Accountants Law | 460 | ||||
(2)
|
Total monetary and other financial benefits payable by DOCOMO and its subsidiaries | 681 | ||||
| Note: | The audit contract between the Company and the independent auditor does not
distinguish among audit fees paid for audits performed pursuant to the Corporation
Law, audit fees paid for audits performed pursuant to the Financial Instruments and
Exchange Act and audit fees paid for audits performed pursuant to the U.S.
Securities Exchange Act, and since it is not practically possible to make such a
distinction, the above amounts are totals. |
(3) Policies concerning decisions to discharge or not reappoint independent auditors
In the event that the circumstances set forth in any of the items of Article 340, Section 1 of the Corporation Law apply to the independent auditor, the independent auditor may be discharged by a unanimous resolution of the Board of Corporate Auditors.
In the event that the circumstances set forth in any of the items of Article 340, Section 1 of the Corporation Law apply to the independent auditor, the independent auditor may be discharged by a unanimous resolution of the Board of Corporate Auditors.
In addition, if the Company determines that it would be difficult for the independent auditor to
perform proper audits, the Board of Directors may, with the agreement of the Board of Corporate
Auditors or upon request from the Board of Corporate Auditors, propose to the general shareholders
meeting that the independent auditor be discharged or that the independent auditor not be
reappointed.
23
Table of Contents
5. Systems for Ensuring the Propriety of the Company’s Business Activities
A summary of the Board of Directors resolutions concerning the development of systems to ensure the
propriety of the Company’s business activities (internal control systems) is set forth below.
| (1) | Basic stance on fortifying internal control systems |
| a) | In fortifying the internal control systems, the Company aims to achieve legal
compliance, management of loss risk and appropriate and efficient business operations and
consider various measures, including regulations, organizational and structural
improvement, formulation of action plans and the monitoring of activities. |
||
| b) | An internal control committee will be formed as an entity overseeing efforts to have
the internal control systems function more efficiently. The committee will aim to fortify
internal control systems from the cross-departmental perspective; upon assessing efficacy,
necessary improvements will be carried out. |
||
| c) | Appropriate efforts will be made with regard to ensuring the reliability of the
internal control systems, which will be involved with the financial reporting based on the
U.S. Sarbanes-Oxley Act and the Financial Instruments and Exchange Act. |
||
| d) | The Board of Directors will approve the basic policy on fortifying internal control
systems (the Basic Policy), receive regular reports on the progress of the initiative to
fortify internal control systems, and oversee and monitor the internal control systems of
the Company. |
||
| e) | As chief executive officer, the president and representative director will oversee the
efforts to build the internal control systems based on the Basic Policy approved by board
members. |
| (2) | Fortifying structure relating to internal control systems |
| a) | System to ensure that the performance of duties by directors and employees conform with
laws and regulations and the Company’s Articles of Incorporation |
||
We institute the NTT DOCOMO Group Code of Ethics and compliance-related regulations and
create requisite systems for ethical and legal compliance. In addition, when preparing
financial statements, officers responsible for finance, corporate auditors, and independent
auditors hold preliminary discussions of significant accounting policies, and for disclosure
of company information including financial statements in a manner that conforms with
securities-related laws and regulations, matters are decided at meetings of the Board of
Directors after the necessary internal procedures pursuant to in-house regulations have been
completed. Also, internal audit staff conduct audits of all of the company’s business
activities to ensure conformity with laws and regulations and in-house regulations. |
|||
| b) | System for storage and maintenance of information relating to the performance of duties
by directors |
||
Information relating to the performance of duties by directors is recorded and stored in
accordance with rules stipulating the methods of storage and administration of documents
and administrative information. |
|||
| c) | Regulations and other systems relating to the management of loss risks |
||
Executive directors responsible for risk management periodically summarize information
relating to risks in their organizations in accordance with rules concerning risk management,
and the internal control committee made up of directors, corporate officers, and others
identify risks and set risk management policies as necessary for companywide
risk management. In addition, standing committees manage identified risks to prevent risks
from occurring and to take rapid countermeasures in the event that risks do occur. |
24
Table of Contents
| d) | System to ensure that the performance of duties by directors is conducted efficiently.
The efficiency of the performance by directors of their duties is ensured by such means as
decision-making rules based on internal regulations and the specification of powers
relating to their duties, the formulation of medium-term management policies and business
plans by the Board of Directors, and the establishment of committees composed of directors,
corporate officers, and others. |
||
| e) | System to ensure the propriety of the business activities of the corporate group
consisting of the Company, its parent company, and its subsidiaries |
||
Based on rules governing fundamental matters relating to the management of NTT DOCOMO Group
companies, group companies discuss important business matters with the Company or report them
to the Company. In addition, officers with responsibility for corporate ethics who are
appointed at major subsidiaries report to the Company in a timely manner on the state of
problems involving senior management, and the Company provides necessary guidance. With
respect to unusual transactions with the parent company, investigations are conducted by
legal personnel and audits are conducted by corporate auditors. Further, audits by internal
audit personnel are directed to cover its subsidiaries and affiliates, and whenever necessary
they obtain and assess the results of the internal audits of those companies. |
|||
| f) | Matters relating to employees who assist corporate auditors in the performance of their
duties and the independence of those employees from the directors |
||
The Corporate Auditor’s Office is established as an organization dedicated to assisting the
corporate auditors with the performance of their duties, and specialist staff are assigned to
it. We provide the Board of Corporate Auditors with advance explanations concerning matters
such as appointments and transfers of these personnel and their job assignments, and pay
respectful attention to the board’s opinions before acting on such matters. |
|||
| g) | System for reporting to corporate auditors by directors and employees |
||
Directors, corporate officers, and employees report promptly to the corporate auditors and to
the Board of Corporate Auditors concerning matters prescribed by laws and regulations as well
as requested matters necessary for the performance by the corporate auditors of their duties. |
|||
| h) | Other systems for ensuring that auditing by corporate auditors is conducted effectively |
||
Representative directors and the Board of Corporate Auditors hold regular meetings and
develop an auditing environment necessary for enabling the corporate auditors to perform
their duties. In addition, the internal audit staff coordinate with the audits by the
corporate auditors to ensure auditing is conducted in a collaborative manner. |
Throughout this report, amounts prepared based on domestic accounting standards are truncated to
the nearest unit. Amounts prepared in accordance with U.S. accounting standards are rounded to the
nearest unit.
25
Table of Contents
CONSOLIDATED BALANCE SHEET [U.S. GAAP]
| Millions of yen | ||||
| March 31, 2008 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
¥ | 646,905 | ||
Short-term investments |
52,208 | |||
Accounts receivable |
686,673 | |||
Allowance for doubtful accounts |
(15,037 | ) | ||
Inventories |
146,584 | |||
Deferred tax assets |
108,037 | |||
Prepaid expenses and other current assets |
142,410 | |||
Total current assets |
1,767,780 | |||
Property, plant and equipment: |
||||
Wireless telecommunications equipment |
5,346,486 | |||
Buildings and structures |
797,904 | |||
Tools, furniture and fixtures |
536,718 | |||
Land |
198,958 | |||
Construction in progress |
128,042 | |||
Accumulated depreciation and amortization |
(4,173,501 | ) | ||
Total property, plant and equipment, net |
2,834,607 | |||
Non-current investments and other assets: |
||||
Investments in affiliates |
349,488 | |||
Marketable securities and other investments |
187,361 | |||
Intangible assets, net |
555,259 | |||
Goodwill |
158,889 | |||
Other assets |
234,047 | |||
Deferred tax assets |
123,403 | |||
Total non-current investments and other assets |
1,608,447 | |||
TOTAL ASSETS |
¥ | 6,210,834 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||
Current liabilities: |
||||
Current portion of long-term debt |
¥ | 75,662 | ||
Shor-term borrowings |
1,712 | |||
Accounts payable, trade |
717,453 | |||
Accrued payroll |
53,538 | |||
Accrued interest |
710 | |||
Accrued income taxes |
203,645 | |||
Other current liabilities |
181,595 | |||
Total current liabilities |
1,234,315 | |||
Long-term liabilities: |
||||
Long-term debt (exclusive of current portion) |
401,090 | |||
Liability for employees’ retirement benefits |
116,888 | |||
Other long-term liabilities |
180,757 | |||
Total long-term liabilities |
698,735 | |||
TOTAL LIABILITIES |
1,933,050 | |||
Minority interests in consolidated subsidiaries |
1,288 | |||
Shareholders’ equity: |
||||
Common stock |
949,680 | |||
Additional paid-in capital |
948,571 | |||
Retained earnings |
2,793,814 | |||
Accumulated other comprehensive income |
410 | |||
Treasury stock, at cost |
(415,979 | ) | ||
TOTAL SHAREHOLDERS’ EQUITY |
4,276,496 | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
¥ | 6,210,834 | ||
(Note) Amounts are rounded per one million yen.
26
Table of Contents
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME [U.S. GAAP]
| Millions of yen | ||||
| Year ended March 31, 2008 |
||||
| (April 1, 2007 – March 31, 2008) |
||||
Operating revenues: |
||||
Wireless services |
¥ | 4,165,234 | ||
Equipment sales |
546,593 | |||
Total operating revenues |
4,711,827 | |||
Operating expenses: |
||||
Cost of services (exclusive of items shown separately below) |
811,133 | |||
Cost of equipment sold (exclusive of items shown separately below) |
1,150,261 | |||
Depreciation and amortization |
776,425 | |||
Selling, general and administrative |
1,165,696 | |||
Total operating expenses |
3,903,515 | |||
Operating income |
808,312 | |||
Other income (expense): |
||||
Interest expense |
(4,556 | ) | ||
Interest income |
2,487 | |||
Other, net |
(5,555 | ) | ||
Total other income (expense) |
(7,624 | ) | ||
Income before income taxes |
800,688 | |||
Income taxes: |
||||
Current |
334,462 | |||
Deferred |
(11,507 | ) | ||
Total income taxes |
322,955 | |||
Equity in net income of affiliates |
13,553 | |||
Minority interests in consolidated subsidiaries |
(84 | ) | ||
Net income |
¥ | 491,202 | ||
Other comprehensive income (loss): |
||||
Unrealized holding gains (losses) on available-for-sale securities,
net of applicable taxes |
(16,331 | ) | ||
Net revaluation of financial instruments, net of applicable taxes |
133 | |||
Foreign currency translation adjustment, net of applicable taxes |
7,172 | |||
Pension liability adjustment, net of applicable taxes |
(3,438 | ) | ||
Comprehensive income |
¥ | 478,738 | ||
(Note) Amounts are rounded per one million yen.
27
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CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY [U.S. GAAP]
For the Fiscal Year Ended March 31, 2008 (April 1, 2007 – March 31, 2008)
| (Millions of yen) | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| other | Total | |||||||||||||||||||||||
| Common | Additional | Retained | comprehensive | Treasury stock, | shareholders’ | |||||||||||||||||||
| stock | paid-in capital | earnings | income | at cost | equity | |||||||||||||||||||
Balance as of March 31, 2007 |
¥ | 949,680 | ¥ | 1,135,958 | ¥ | 2,493,155 | ¥ | 12,874 | ¥ | (430,364 | ) | ¥ | 4,161,303 | |||||||||||
Purchase of treasury stock |
(173,002 | ) | (173,002 | ) | ||||||||||||||||||||
Retirement of treasury stock |
(187,387 | ) | 187,387 | — | ||||||||||||||||||||
Cash dividends |
(190,543 | ) | (190,543 | ) | ||||||||||||||||||||
Net income |
491,202 | 491,202 | ||||||||||||||||||||||
Unrealized holding gains
(losses) on
available-for-sale
securities |
(16,331 | ) | (16,331 | ) | ||||||||||||||||||||
Net revaluation of
financial instruments |
133 | 133 | ||||||||||||||||||||||
Foreign currency
translation adjustment |
7,172 | 7,172 | ||||||||||||||||||||||
Pension liability adjustment |
(3,438 | ) | (3,438 | ) | ||||||||||||||||||||
Balance as of March 31, 2008 |
¥ | 949,680 | ¥ | 948,571 | ¥ | 2,793,814 | ¥ | 410 | ¥ | (415,979 | ) | ¥ | 4,276,496 | |||||||||||
(Note) Amounts are rounded per one million yen.
28
Table of Contents
Note to Consolidated Financial Statements
Accounting basis for the consolidated financial statements
Summary of significant accounting and reporting policies
1. Basis of preparation of consolidated financial statements
The consolidated statutory report including consolidated balance sheet, consolidated statement
of income and comprehensive income and consolidated statement of shareholders’ equity is prepared
on the basis of accounting principles generally accepted in the United States of America (“U.S.
GAAP”), in compliance with Article 148, Section 1 of the Japanese Company Accounting Regulations.
However, in compliance with the article, certain disclosure that is required on the basis of
U.S.GAAP is omitted.
2. Valuation of inventories
Inventories are stated at the lower of cost or market. The cost of equipments sold is
determined by the first-in, first-out method. Inventories consist primarily of handsets and
accessories and the Company evaluates its inventories for obsolescence on a periodic basis and
records adjustments as required.
3. Valuation of securities
The Company accounts for its securities in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”.
(1) Held-to-maturity securities are carried at amortized cost.
(2) Available-for-sale securities whose fair value is readily determinable are stated at fair value
as of the end of the fiscal year. The unrealized holding gains and losses, net of applicable
deferred tax assets/liabilities, are not reflected in earnings, but directly reported as a separate
component of shareholders’ equity. The cost of securities sold is determined by the moving-average
method with the exception of debt securities sold, whose cost is determined by the first-in,
first-out method.
4. Depreciation and amortization of non-current assets
(1) Property, plant and equipment
Declining balance method (Straight-line method in the case of buildings)
(2) Goodwill and other intangible assets
Straight-line method (However, in accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets,” goodwill and other intangible assets that have indefinite useful lives are not amortized,
but are tested for impairment at least annually).
29
Table of Contents
5. Accounting for allowances
(1) Allowance for doubtful accounts
The Company provides for doubtful accounts principally in an amount computed based on the
historical bad debt ratio during a certain reference period plus the estimated uncollectible amount
based on the analysis of certain individual accounts including claims in bankruptcy.
(2) Liability for employees’ retirement benefits
In accordance with SFAS No. 87, “Employers’ Accounting for Pensions” and SFAS No. 158,
“Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of
FASB statements No. 87, 88, 106, and 132R”, to provide for employees’ retirement benefits, the
liability for employees’ retirement benefits is calculated based upon the projected benefit
obligation and the fair value of plan assets at the end of the fiscal year.
Prior service cost is amortized over the expected average remaining service periods of
employees on a straight-line basis.
Actuarial net loss in excess of 10% of the greater of the projected benefit obligation or the
fair value of plan assets is amortized over the expected average remaining service period of
employees on a straight-line basis.
(Disbursement of substitutional portion of the National Welfare Pension Plan)
DOCOMO participates in a contributory defined benefit welfare pension plan sponsored by the
NTT group (NTT Kigyou-Nenkin-Kikin or NTT Corporate Defined Benefit Pension Plan, “NTT CDBP”) ,
which is the successor of the NTT Kosei-Nenkin-Kikin or “NTT Plan”.
The NTT Plan was granted an approval by the Japanese government which permitted the NTT Plan
to be released from future obligations to disburse the NTT Plan benefits covering the
substitutional portion and the past obligations. Based on the permission granted, the NTT CDBP
transferred the remaining substitutional obligation and related plan assets, determined pursuant to
the government formula, of the pension fund to the government agency. In accordance with the
Emerging Issue Task Force Issue No.03-02, “Accounting for the Transfer to the Japanese Government
of the Substitutional Portion of Employee Pension Fund Liabilities”, DOCOMO accounted for the
entire transfer process as a single settlement event on February 26, 2008, when the transfer was
completed. As a result, the aggregate amount of ¥24,702 million was recognized as a decrease in
operating expenses in the consolidated statements of income and comprehensive income.
6. Consumption tax
Consumption tax is separately accounted for by excluding it from each transaction amount.
30
Table of Contents
Note to Consolidated Balance Sheet
Accumulated other comprehensive income includes the amounts of unrealized holding gains or losses
on available-for-sale securities, net revaluation of financial instruments, foreign currency
translation adjustment and pension liability adjustment.
Note to Consolidated Statement of Shareholders’ Equity
1. The class and number of the issued shares
| Increase during the | Decrease during the | |||||||||||||||
| Number of shares as | year ended March 31, | year ended March 31, | Number of shares as | |||||||||||||
| Class of shares | of March 31, 2007 | 2008 | 2008 | of March 31, 2008 | ||||||||||||
Shares of common
stock of the
Company |
45,880,000 | — | 1,010,000 | 44,870,000 | ||||||||||||
(Note) The decrease of 1,010,000 shares was due to retirement of treasury stock.
2. Dividends
(1) Cash dividends paid
| Total cash | ||||||||||||||||||
| dividends paid | Cash dividends | |||||||||||||||||
| Resolution | Class of shares | (millions of yen) | per share (yen) | Date of record | Date of payment | |||||||||||||
The general
meeting of
shareholders on
June 19, 2007 |
Shares of common stock of the Company | ¥ | 87,188 | ¥ | 2,000 | March 31, 2007 | June 20, 2007 | |||||||||||
The Board of
Directors’ meeting
on October 26,
2007 |
Shares of common stock of the Company | ¥ | 103,355 | ¥ | 2,400 | September 30, 2007 | November 22, 2007 | |||||||||||
Total |
¥ | 190,543 | ||||||||||||||||
(2)
Cash dividends declared for the year ended March 31, 2008 and to be paid during the next fiscal
year
As a proposal of the 17th general meeting of shareholders, the Company plans to submit a
matter about dividends of a common stock as follows:
1. Total cash dividends declared
|
¥102,307 million | |
2. Cash dividends per share
|
¥2,400 | |
3. Date of record
|
March 31, 2008 | |
4. Date of payment
|
June 23, 2008 | |
5. Source of dividends
|
Retained earnings |
Note to Per Share Information
Shareholders’ equity per share
|
¥ 100,321.46 | |
Basic earnings per share
|
¥ 11,391.36 |
31
Table of Contents
NON-CONSOLIDATED BALANCE SHEET (As of March 31, 2008)
| (Millions of yen) | ||||
ASSETS |
||||
Non-current assets |
||||
Non-current assets for telecommunication businesses |
||||
Property, plant and equipment |
||||
Machinery and equipment |
¥ | 414,443 | ||
Antenna facilities |
162,003 | |||
Satellite mobile communications facilities |
3,561 | |||
Telecommunications line facilities |
5,079 | |||
Pipe and hand holes |
3,945 | |||
Buildings |
205,462 | |||
Structures |
19,652 | |||
Other machinery and equipment |
4,759 | |||
Vehicles |
116 | |||
Tools, furniture and fixtures |
90,706 | |||
Land |
101,067 | |||
Lease assets |
1,036 | |||
Construction in progress |
41,437 | |||
Total property, plant and equipment |
1,053,272 | |||
Intangible assets |
||||
Rights to use utility facilities |
2,971 | |||
Software |
479,311 | |||
Patents |
94 | |||
Leasehold rights |
5,553 | |||
Lease assets |
31 | |||
Other intangible assets |
39,691 | |||
Total intangible assets |
527,653 | |||
Total non-current assets for telecommunication businesses |
1,580,925 | |||
Investments and other assets |
||||
Investment securities |
189,293 | |||
Shares of affiliated companies |
809,706 | |||
Other investments in affiliated companies |
1,185 | |||
Contributions in affiliated companies |
5,595 | |||
Long-term prepaid expenses |
3,395 | |||
Deferred tax assets |
56,854 | |||
Other investments and other assets |
63,666 | |||
Allowance for doubtful accounts |
(793 | ) | ||
Total investments and other assets |
1,128,903 | |||
Total non-current assets |
2,709,829 | |||
Current assets |
||||
Cash and bank deposits |
260,975 | |||
Notes receivable |
5 | |||
Accounts receivable, trade |
315,979 | |||
Accounts receivable, other |
367,074 | |||
Securities |
280,000 | |||
Inventories and supplies |
68,578 | |||
Advances |
2,001 | |||
Prepaid expenses |
17,189 | |||
Short-term loans |
109,313 | |||
Deposits |
100,000 | |||
Deferred tax assets |
35,706 | |||
Other current assets |
2,245 | |||
Allowance for doubtful accounts |
(5,899 | ) | ||
Total current assets |
1,553,169 | |||
TOTAL ASSETS |
¥ | 4,262,998 | ||
LIABILITIES |
||||
Long-term liabilities |
||||
Bonds |
¥ | 328,800 | ||
Long-term borrowings |
67,000 | |||
Lease obligations |
1,107 | |||
Liability for employees’ retirement benefits |
48,342 | |||
Reserve for point loyalty programs |
45,810 | |||
Other long-term liabilities |
351 | |||
Total long-term liabilities |
491,410 | |||
Current liabilities |
||||
Current portion of long-term borrowings |
75,200 | |||
Accounts payable, trade |
282,197 | |||
Lease obligations |
677 | |||
Accounts payable, other |
251,888 | |||
Accrued expenses |
7,285 | |||
Accrued income taxes |
109,134 | |||
Advances received |
12,061 | |||
Deposits received |
474,968 | |||
Provision for loss on PHS business |
8,278 | |||
Other current liabilities |
24,526 | |||
Total current liabilities |
1,246,218 | |||
TOTAL LIABILITIES |
¥ | 1,737,629 | ||
NET ASSETS |
||||
Shareholders’ equity |
||||
Common stock |
¥ | 949,679 | ||
Capital surplus |
||||
Capital legal reserve |
292,385 | |||
Other capital surplus |
608,748 | |||
Total capital surplus |
901,133 | |||
Earned surplus |
||||
Earned legal reserve |
4,099 | |||
Other earned surplus |
||||
Accelerated depreciation reserve |
4,945 | |||
General reserve |
358,000 | |||
Earned surplus brought forward |
728,510 | |||
Total earned surplus |
1,095,555 | |||
Treasury stock, at cost |
(415,979 | ) | ||
Total shareholders’ equity |
2,530,389 | |||
Valuation and translation adjustments |
||||
Net unrealized holding gains or losses on securities |
(7,105 | ) | ||
Deferred gains or losses on hedges |
2,085 | |||
Total valuation and translation adjustments |
(5,020 | ) | ||
TOTAL NET ASSETS |
¥ | 2,525,369 | ||
TOTAL LIABILITIES AND
NET ASSETS |
¥ | 4,262,998 | ||
(Note) Amounts are truncated to the nearest one million yen.
32
Table of Contents
NON-CONSOLIDATED STATEMENT OF INCOME
For the Year ended March 31, 2008 (April 1, 2007 – March 31, 2008)
| (Millions of yen) | ||||||||
Recurring profits and losses |
||||||||
Operating revenues and expenses |
||||||||
Telecommunication businesses |
||||||||
Operating revenues |
||||||||
Voice transmission services |
¥ | 1,107,225 | ||||||
Data transmission services |
593,568 | |||||||
Other |
245,676 | ¥ | 1,946,471 | |||||
Operating expenses |
||||||||
Sales expenses |
696,461 | |||||||
Maintenance |
121,391 | |||||||
General expenses |
43,781 | |||||||
Administrative expenses |
53,571 | |||||||
Research cost |
65,056 | |||||||
Depreciation and amortization |
404,351 | |||||||
Loss on disposal of property, plant
and equipment and intangible assets |
24,028 | |||||||
Communication network charges |
154,880 | |||||||
Taxes and public dues |
17,152 | 1,580,675 | ||||||
Operating income from
telecommunication businesses |
365,795 | |||||||
Supplementary businesses |
||||||||
Operating revenues |
571,370 | |||||||
Operating expenses |
544,828 | |||||||
Operating income from
supplementary businesses |
26,542 | |||||||
Total operating income |
392,338 | |||||||
Non-operating revenues and expenses |
||||||||
Non-operating revenues |
||||||||
Interest income |
1,784 | |||||||
Interest income-securities |
1,388 | |||||||
Dividend income |
198,421 | |||||||
Miscellaneous income |
5,275 | 206,871 | ||||||
Non-operating expenses |
||||||||
Interest expense |
2,878 | |||||||
Interest expense-bonds |
4,528 | |||||||
Loss on write-off of inventories |
11,770 | |||||||
Miscellaneous expenses |
3,325 | 22,503 | ||||||
Recurring profit |
576,706 | |||||||
Special Profit |
||||||||
Gain on disbursement of substitutional
portion of the National Welfare Pension
Plan |
9,092 | 9,092 | ||||||
Special losses |
||||||||
Write-downs of investment securities |
11,315 | |||||||
Provision for loss on PHS business |
8,278 | 19,593 | ||||||
Income before income taxes |
566,205 | |||||||
Income taxes-current |
158,400 | |||||||
Income taxes-deferred |
(2,643 | ) | ||||||
Net income |
¥ | 410,448 | ||||||
(Note) Amounts are truncated to the nearest one million yen.
33
Table of Contents
NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the Year ended March 31, 2008 (April 1, 2007 — March 31, 2008)
| (Millions of yen) | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||
| Capital surplus | Earned surplus | |||||||||||||||||||||||||||||||||||||||||||
| Other earned Surplus | ||||||||||||||||||||||||||||||||||||||||||||
| Earned | ||||||||||||||||||||||||||||||||||||||||||||
| Capital | Other | Total | Earned | Accelerated | surplus | Treasury | Total | |||||||||||||||||||||||||||||||||||||
| Common | legal | capital | capital | legal | depreciation | General | brought | Total earned | stock, at | shareholders’ | ||||||||||||||||||||||||||||||||||
| stock | reserve | surplus | surplus | reserve | reserve | reserve | forward | surplus | cost | equity | ||||||||||||||||||||||||||||||||||
Balance as of March 31,
2007 |
¥ | 949,679 | ¥ | 292,385 | ¥ | 796,136 | ¥ | 1,088,521 | ¥ | 4,099 | ¥ | 10,559 | ¥ | 358,000 | ¥ | 502,990 | ¥ | 875,649 | ¥ | (430,364 | ) | ¥ | 2,483,486 | |||||||||||||||||||||
Changes during the annual
period |
||||||||||||||||||||||||||||||||||||||||||||
Reversal of accelerated
depreciation reserve |
(5,614 | ) | 5,614 | — | — | |||||||||||||||||||||||||||||||||||||||
Dividends from surplus |
(87,187 | ) | (87,187 | ) | (87,187 | ) | ||||||||||||||||||||||||||||||||||||||
Dividends from surplus
(Interim
Dividends) |
(103,355 | ) | (103,355 | ) | (103,355 | ) | ||||||||||||||||||||||||||||||||||||||
Net income |
410,448 | 410,448 | 410,448 | |||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(173,002 | ) | (173,002 | ) | ||||||||||||||||||||||||||||||||||||||||
Retirement of treasury
stock |
(187,387 | ) | (187,387 | ) | 187,387 | — | ||||||||||||||||||||||||||||||||||||||
Net changes other than
shareholders’ equity |
||||||||||||||||||||||||||||||||||||||||||||
The total amount of
changes during the annual
period |
— | — | (187,387 | ) | (187,387 | ) | — | (5,614 | ) | — | 225,519 | 219,905 | 14,385 | 46,903 | ||||||||||||||||||||||||||||||
Balance as of March 31,
2008 |
¥ | 949,679 | ¥ | 292,385 | ¥ | 608,748 | ¥ | 901,133 | ¥ | 4,099 | ¥ | 4,945 | ¥ | 358,000 | ¥ | 728,510 | ¥ | 1,095,555 | ¥ | (415,979 | ) | ¥ | 2,530,389 | |||||||||||||||||||||
34
Table of Contents
| Valuation and translation adjustments | ||||||||||||||||
| Net unrealized holding gains or |
Deferred gains or losses on |
Total valuation and translation |
||||||||||||||
| losses on securities | hedges | adjustments | Total net assets | |||||||||||||
Balance as of March 31,
2007 |
¥ | 24,171 | ¥ | 509 | ¥ | 24,681 | ¥ | 2,508,167 | ||||||||
Changes during the annual
period |
||||||||||||||||
Reversal of accelerated
depreciation reserve |
— | |||||||||||||||
Dividends from surplus |
(87,187 | ) | ||||||||||||||
Dividends from surplus
(Interim Dividends) |
(103,355 | ) | ||||||||||||||
Net income |
410,448 | |||||||||||||||
Purchase of treasury stock |
(173,002 | ) | ||||||||||||||
Retirement of treasury
stock |
— | |||||||||||||||
Net changes other than
shareholders’ equity |
(31,276 | ) | 1,575 | (29,701 | ) | (29,701 | ) | |||||||||
The total amount of
changes during the annual
period |
(31,276 | ) | 1,575 | (29,701 | ) | 17,202 | ||||||||||
Balance as of March 31,
2008 |
¥ | (7,105 | ) | ¥ | 2,085 | ¥ | (5,020 | ) | ¥ | 2,525,369 | ||||||
Amounts are truncated to the nearest one million yen.
35
Table of Contents
Note to Non-Consolidated Financial Statements
Significant accounting policies for the non-consolidated financial statements
Basis of preparation:
The accompanying non-consolidated financial statements of NTT DoCoMo, Inc. (“the Company”)
have been prepared in accordance with accounting principles generally accepted in Japan.
1. Valuation of certain assets
(1) Securities
Investments in subsidiaries and affiliates are stated at cost, which is determined by
the moving average method.
Available-for-sale securities whose fair value is readily determinable are stated at
fair value as of the end of the fiscal year. The holding gains and losses, net of applicable
deferred tax assets/liabilities, are directly reported as a separate component of net assets
instead of being reflected in earnings. The cost of securities sold is determined by the
moving-average method with the exception of the cost of debt securities sold, which is
determined by the first-in, first-out method.
Available-for-sale securities whose fair value is not readily determinable are stated at
moving-average cost.
(2) Derivative instruments
Derivative instruments are stated at fair value as of the end of the fiscal year.
(3) Inventories
Inventories are stated at cost. The cost of terminal equipment to be sold is determined
by the first-in, first-out method. The cost of other inventories is determined by the
specific identification method.
2. Depreciation and amortization of non-current assets
(1) Property, plant and equipment (except lease assets)
Depreciation of property, plant and equipment is computed by the declining balance
method with the exception of buildings, which are depreciated on a straight-line basis. The
useful lives of the assets are determined by estimation and the residual values of the assets
are determined substantially.
(2) Intangible assets (except lease assets)
Intangible assets are amortized on a straight-line basis.
Internal-use software is amortized over the estimated useful lives (5 years or less) on
a straight-line basis.
(3) Lease assets
Financial leases other than those deemed to transfer ownership of properties to lessees
Depreciation of property, plant and equipment is computed by the declining balance
method with the exception of buildings, which are depreciated on a straight-line basis. The
useful lives of the assets are the term of leases and the residual values of the assets are
determined substantially. In a case where the residual value of a leased asset other than a
building equals zero, depreciation of such asset is computed by multiplying ten-ninths to the
equivalent amount computed by the declining balance method under an assumption that the
residual value of the asset is 10% of its acquisition cost. Intangible assets are amortized
over the term of leases on a straight-line basis.
36
Table of Contents
(Change in accounting policy)
Adoption of new accounting standards for lease transactions
Adoption of new accounting standards for lease transactions
Effective from the year ended March 31, 2008, the Company adopted Accounting Standards
Board of Japan (“ASBJ”) Statement No.13 “Accounting Standard for Lease Transactions”,
originally issued by the Corporate Accounting Council (“CAC”) on June 17, 1993 and revised by
the ASBJ on March 30, 2007, and applied ASBJ Guidance No.16 “Guidance on the Accounting
Standard for Lease Transactions”, originally issued by the Japanese Institute of Certified
Public Accountants (“JICPA”) on January 18, 1994 and revised by the ASBJ on March 30, 2007.
Both ASBJ Statement No.13 and ASBJ Guidance No.16 were applicable during a fiscal year
beginning after April 1, 2007. The adoption of ASBJ Statement No.13 and application of ASBJ
Guidance No.16 did not have a material impact on the Company’s results of operations.
3. Accounting for allowances
(1) Allowance for doubtful accounts
The Company provides for doubtful accounts principally in an amount computed based on
the historical bad debt ratio during a certain reference period and the estimated
uncollectible amount based on the analysis of certain individual accounts including claims in
bankruptcy.
(2) Liability for employees’ retirement benefits
In order to provide for employees’ retirement benefits, the Company accrues the
liability as of the end of the fiscal year in an amount calculated based on the estimated
projected benefit obligation and plan assets at the end of the fiscal year.
Actuarial losses (gains) are recognized as incurred at the end of the fiscal year.
Prior service cost is amortized on a straight-line basis over the average remaining
service periods of employees at the time of occurrence.
(Additional Information)
The Company participated in a contributory defined benefit welfare pension plan
sponsored by the NTT group (NTT Kigyou-Nenkin-Kikin or NTT Corporate Defined Benefit Pension
Plan, “NTT CDBP”) , which was the successor of the NTT Kosei-Nenkin-Kikin or “NTT Plan”.
On July 1, 2007, the NTT Plan was granted an approval by the Japanese government, which
permitted the NTT Plan to be released from past obligations to disburse the NTT Plan benefits
covering the substitutional portion of the National Welfare Pension Plan (“National Plan”).
Based on the permission granted, the NTT CDBP transferred the substitutional portion of the
National Plan and paid the minimum legal reserve to the Japanese government on February 26,
2008. This settlement resulted in recognition of “gain on disbursement of substitutional
portion of the National Welfare Pension Plan” of ¥9,092 million as special profit in the
Company’s non-consolidated statement of income for the fiscal year ended March 31, 2008.
(3) Reserve for point loyalty programs
The costs of awards under the point loyalty programs called “DOCOMO Point Service” and
“DOCOMO Premium Club” that are reasonably estimated to be redeemed by the customers in the
future based on historical data are accounted for as reserve for point loyalty programs.
(4) Provision for loss on PHS business
In order to provide for the loss resulting from PHS business, the Company reserves a
necessary provision for the estimated future loss.
37
Table of Contents
4. Other significant accounting policies
(1) Foreign currency translation
Foreign currency monetary assets and liabilities are translated into Japanese yen at
the current spot rate at the end of the fiscal year and the subsequent translation gains or
losses are reflected in earnings.
(2) Hedge accounting
Japanese GAAP provides for two general accounting methods for hedging financial
instruments. One method is to recognize the changes in fair value of a hedging instrument in
net income in the period of the change as gain or loss together with the offsetting loss or
gain on the hedged item attributable to the risk being hedged. The other method is to defer
the gain or loss over the period of the hedging contract together with offsetting loss or
gain deferral of the hedged items. The Company has adopted the latter accounting method.
However, when an interest rate swap contract meets certain conditions, the net amount to
be paid or received under the contract is added to or deducted from the interest on the
hedged items.
In addition, when any of foreign currency swap contracts meet certain conditions, they
are accounted for in the following manner:
| (a) | The difference between the Japanese yen nominal amounts of the foreign currency
swap contract translated using the spot rate at the transaction date of the hedged item
and the spot rate at the date of inception of the contract, if any, is recognized in
the non-consolidated statement of income in the period which includes the inception
date of the contract; and |
||
| (b) | The discount or premium on the contract (for instance, the difference between
the Japanese yen amounts of the contract translated using the contracted forward rate
and the spot rate at the date of inception of the contract) is recognized over the term
of the contract. |
(3) Consumption tax
Consumption tax is separately accounted for by excluding it from each transaction
amount.
5. Change in presentation
(Non-consolidated Balance Sheets)
Certificates of deposit, which were previously included in “Cash and bank deposits” as of
March 31, 2007 were included in ”Securities” in the non-consolidated balance sheet as of March
31, 2008 in accordance with the JICPA Accounting Standard Committee Report No.14 (“JICPA ASC
Report No.14”) “Guidance on Accounting for Financial Instruments” on July 4, 2007 and Q&A on
Accounting for Financial Instruments” issued by the JICPA Accounting Standard Committee (“JICPA
ASC Q&A”) on November 6, 2007.
The amount of certificates of deposit, which was included in “Cash and bank deposits” as of
March 31, 2007, was ¥150,000 million.
(Non-consolidated Statements of Income)
Interest income from certificates of deposit, which was previously included in “Interest
income” for the year ended March 31, 2007, was included in “Interest income-securities” in the
non-consolidated statement of income for the year ended March 31, 2008 in accordance with the
JICPA ASC Report No.14 and JICPA ASC Q&A.
The amount of interest income from certificates of deposit, which was included in “Interest
income” for the year ended March 31, 2007, was ¥364 million.
6. Additional information
The Company prepares its non-consolidated financial statements in accordance with the
unrevised Telecommunication Business Accounting Regulation as provided in article 2 of
supplementary provision of Telecommunication Business Accounting Regulation (Ministerial
Ordinance No.27 issued by the Ministry of Internal Affairs and Communications on March 21, 2008).
38
Table of Contents
Notes to non-consolidated balance sheet:
| 1. | Non-current assets for telecommunication businesses include those used in supplementary
businesses, because these amounts are not material. |
|
| 2. | Accumulated depreciation of property, plant and equipment |
| Millions of yen | ||||
| March 31, 2008 | ||||
Accumulated depreciation |
¥ | 1,801,163 | ||
| 3. | Accounts receivable from and payable to the parent company, the subsidiaries and the fellow
subsidiaries |
| Millions of yen | ||||
| March 31, 2008 | ||||
Long-term accounts receivable |
¥ | 1,334 | ||
Short-term accounts receivable |
446,198 | |||
Short-term accounts payable |
544,783 | |||
Notes to non-consolidated statement of income:
| 1. | The total amounts of operating revenues, operating expenses and business transactions other
than operating activities due from or to the parent company, the subsidiaries and the fellow
subsidiaries are as follows: |
| Millions of yen | ||||
| Year ended | ||||
| March 31, 2008 | ||||
Operating revenues |
¥ | 270,743 | ||
Operating expenses |
208,257 | |||
Other than operating activities |
198,495 | |||
| 2. | Non-operating revenues from the parent company, the subsidiaries and the fellow subsidiaries,
the amounts of which exceed ten percent of total non-operating revenues of the Company, are as
follows: |
| Millions of yen | ||||
| Year ended | ||||
| March 31, 2008 | ||||
Dividend income |
¥ | 195,192 | ||
39
Table of Contents
Note to non-consolidated statement of changes in net assets:
The class and number of the treasury stock (year ended March 31, 2008)
| Number of shares | Increase during the | Decrease during the | Number of shares | |||||||||||||
| as of March 31, | year ended March 31, | year ended March 31, | as of March 31, | |||||||||||||
| Class of shares | 2007 | 2008 | 2008 | 2008 | ||||||||||||
Shares of common
stock of the
Company |
2,286,355.80 | 965,717.05 | 1,010,000.00 | 2,242,072.85 | ||||||||||||
| (Note) | Increase in the number of shares was due to purchase of treasury stock in the
market and purchase of fractional shares. Decrease in the number of shares was due to
retirement of treasury stock. |
Note regarding deferred taxes:
Recognition of deferred tax assets resulted mainly from exclusion of liability for employees’
retirement benefits, reserve for point loyalty programs, accelerated depreciation and amortization
and inclusion in taxable income of the unused portion of “Nikagetsu Kurikoshi” (2-month carry
over). Recognition of deferred tax liability derived from appropriation for accelerated
depreciation and deferred gains or losses on hedges. The amount of valuation allowance which was
deducted in calculation of deferred tax assets was ¥15,214 million.
40
Table of Contents
Notes regarding related party transactions:
| 1. | Transactions with the subsidiaries |
| Amount of | Balance as of | |||||||||||||||||||||||||||
| transaction | March 31, 2008 | |||||||||||||||||||||||||||
| Attribute | Name | Ownership | Relation with related parties | Nature of transaction | (million yen) | Account | (million yen) | |||||||||||||||||||||
Subsidiary |
NTT DoCoMo Hokkaido, Inc. | 100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Loan (1) | ¥ | 61,500 | Short-term loans | ¥ | 17,000 | |||||||||||||||||||
Subsidiary |
NTT DoCoMo Tohoku, Inc. | 100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Loan (1) | ¥ | 192,500 | Short-term loans | ¥ | 37,500 | |||||||||||||||||||
Subsidiary |
NTT DoCoMo Tokai, Inc. | 100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Bailment of cash (2) | ¥ | 38,591 | Deposits received | ¥ | 58,151 | |||||||||||||||||||
Subsidiary |
NTT DoCoMo Kansai, Inc. | 100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Bailment of cash (2) | ¥ | 114,619 | Deposits received | ¥ | 164,952 | |||||||||||||||||||
| Wholesale of telecommunication facilities and terminal equipment (3) |
¥ | 224,546 | Accounts Receivable, other | ¥ | 56,099 | |||||||||||||||||||||||
Subsidiary |
NTT DoCoMo Chugoku, Inc. | 100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Loan (1) | ¥ | 491,000 | Short-term loans | ¥ | 30,000 | |||||||||||||||||||
Subsidiary |
NTT DoCoMo Kyushu, Inc. |
100% (Direct Holding) |
Interconnection of telecommunication facilities and wholesale of terminal equipment | Loan (1) | ¥ | 69,000 | Short-term loans | ¥ | 14,000 | |||||||||||||||||||
Consumption tax is excluded from the amounts of transaction and included in the amounts of balance
as of March 31, 2008.
Terms and conditions of the above transactions;
41
Table of Contents
| (1) | Interest rates of the loans are determined based on market interest rates. |
|
| (2) | Yield rates of the cash bailment are determined based on market interest rates. The amount of
transactions is stated as an average balance during the fiscal period due to the frequency of
such transactions. |
|
| (3) | The wholesale prices of telecommunication facilities and terminal equipment are determined
based on procurement costs. |
| 2. | Transactions with the fellow subsidiaries |
| Amount of | Balance as of | |||||||||||||||||||||||||||
| transaction | March 31, 2008 | |||||||||||||||||||||||||||
| Attribute | Name | Ownership | Relation with related parties | Nature of transaction | (million yen) | Account | (million yen) | |||||||||||||||||||||
Subsidiary of the parent company |
NTT FINANCE CORPORATION | 4.19% (Direct Holding) | Lease of electronic equipment | Bailment of cash (*) | ¥ | 104,022 | Deposit | ¥ | 100,000 | |||||||||||||||||||
| (*) | Yield rates of the cash bailment are determined by NTT FINANCE CORPORATION based on market
interest rates. The amount of transactions is stated as an average balance during the fiscal period
due to the frequency of such transactions. |
Notes regarding per share information:
Net assets per share |
¥ | 59,242.14 | ||
Earnings per share |
¥ | 9,518.62 |
42
Table of Contents
Note regarding subsequent event
Merger with regional subsidiaries
On April 25, 2008, the Company agreed to a merger agreement with its eight regional
subsidiaries including NTT DoCoMo Hokkaido, Inc., NTT DoCoMo Tohoku, Inc., NTT DoCoMo Tokai,
Inc., NTT DoCoMo Hokuriku, Inc., NTT DoCoMo Kansai, Inc., NTT DoCoMo Chugoku, Inc., NTT DoCoMo
Shikoku, Inc. and NTT DoCoMo Kyushu, Inc. that those regional subsidiaries will be dissolved and
merged into the Company as a surviving company on July 1, 2008.
| 1. | Objective of merger |
|
The Company and its eight regional subsidiaries have successfully conducted community-based
sales and infrastructure development in each respective region since 1993. The eight regional
subsidiaries decided to merge into the Company, however, to better deal with the changing
environment of mobile communications. The main objectives of the merger include achieving
enriched and enhanced customer services, streamlined group management and faster
decision-making. |
||
| 2. | Method of merger |
|
The eight regional subsidiaries will be dissolved and merged under a common control into the
Company, which is the surviving company. |
||
| 3. | Company name after the merger |
|
NTT DoCoMo, Inc. |
||
| 4. | Merger ratio, amount of merger subsidy and the class and number of common stock issued
subsequent to merger |
|
There will not be any provision of merger subsidy or issuance of new common stock subsequent to
the merger because the Company owns all the common stock issued by the subsidiaries. |
43
Table of Contents
| 5. | Summary of the regional subsidiaries |
1) Name
|
NTT DoCoMo Hokkaido, Inc. |
NTT DoCoMo Tohoku, Inc. |
NTT DoCoMo Tokai, Inc. |
|||||||||
2) Nature of business
|
Telecommunications | Telecommunications | Telecommunications | |||||||||
3) Head office
|
14-6 Kitaichijyo-Nishi, Chuo-ku, Sapporo |
1-1-2 Uesugi, Aoba-ku, Sendai |
1-1-10
Higashi-sakura, Higashi-ku, Nagoya |
|||||||||
4) Representative
|
Shuro Hoshizawa, president |
Takashi Sakamoto, president |
Keiichi Enoki, president |
|||||||||
5) Common stock
|
¥15,630 million | ¥14,981million | ¥20,340 million | |||||||||
6) Net assets
|
¥128,282 million | ¥224,599 million | ¥354,900 million | |||||||||
7) Total assets
|
¥202,124 million | ¥361,498 million | ¥501,954 million | |||||||||
8) Operating revenues
|
¥209,491 million | ¥338,805 million | ¥582,918 million | |||||||||
9) Net income
|
¥7,724 million | ¥22,920 million | ¥43,257million | |||||||||
10) Number of employees
|
481 | 653 | 939 | |||||||||
1) Name
|
NTT DoCoMo Hokuriku, Inc. |
NTT DoCoMo Kansai, Inc. |
NTT DoCoMo Chugoku, Inc |
|||||||||
2) Nature of business
|
Telecommunications | Telecommunications | Telecommunications | |||||||||
3) Head office
|
1-5 Seito, Kanazawa, Ishikawa Prefecture |
1-10-1 Umeda, Kita-ku, Osaka |
4-1-8 Otemachi, Naka-ku, Hiroshima |
|||||||||
4) Representative
|
Yoshito Koreeda, president |
Masaoki Arimura, president |
Haruhide Nakayama, president |
|||||||||
5) Common stock
|
¥3,406 million | ¥24,458 million | ¥14,732 million | |||||||||
6) Net assets
|
¥84,065 million | ¥547,788 million | ¥164,034 million | |||||||||
7) Total assets
|
¥116,688 million | ¥800,206 million | ¥272,821 million | |||||||||
8) Operating revenues
|
¥114,982 million | ¥843,033 million | ¥293,572 million | |||||||||
9) Net income
|
¥8,214 million | ¥67,856 million | ¥21,391 million | |||||||||
10) Number of employees
|
251 | 1,563 | 485 | |||||||||
44
Table of Contents
1) Name
|
NTT DoCoMo Shikoku, Inc. |
NTT DoCoMo Kyushu, Inc. |
||||||
2) Nature of business
|
Telecommunications | Telecommunications | ||||||
3) Head office
|
2-1 Sunport, Takamatsu, Kagawa Prefecture |
2-6-1 Watanabe-dori, Chuo-ku, Fukuoka |
||||||
4) Representative
|
Shozo Nishimura, president |
Noboru Inoue, president |
||||||
5) Common stock
|
¥8,412 million | ¥15,834 million | ||||||
6) Net assets
|
¥111,726 million | ¥365,058 million | ||||||
7) Total assets
|
¥160,028 million | ¥542,813 million | ||||||
8) Operating revenues
|
¥167,313 million | ¥588,346 million | ||||||
9) Net income
|
¥11,238 million | ¥43,146 million | ||||||
10) Number of employees
|
366 | 1,093 | ||||||
Note: The amounts of common stock, net assets, total assets, operating revenues, net income and
the number of employees are either as of March 31, 2008 or for the year ended March 31, 2008.
| 6. | Basis for accounting |
|
In accordance with “Accounting Standard for Business Combination” (issued by the CAC on October
31, 2003) and ASBJ Guidance No.10 “Guidance on the Accounting Standard for Business Combination
and Spin-off” revised by the ASBJ on November 15, 2007, the Company will account for the merger
as transactions under a common control. |
||
| 7. | Schedule for the merger |
|
The merger will be scheduled to take place on July 1, 2008. |
45
Table of Contents
[English Translation of the Auditors’ Report Originally Issued in the Japanese Language]
Independent Auditors’ Report
May 8, 2008
The Board of Directors
NTT DoCoMo, Inc.
NTT DoCoMo, Inc.
KPMG AZSA & Co.
| Masanori Sato (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant | ||
| Hideki Amano (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant | ||
| Yutaka Terasawa (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant |
We have audited the consolidated statutory report, comprising the consolidated balance sheet,
the consolidated statement of income and comprehensive income, the consolidated statement of
shareholders’ equity and the note to consolidated financial statements of NTT DoCoMo Inc. as of
March 31, 2008 and for the year from April 1, 2007 to March 31, 2008 in accordance with Article
444(4) of the Corporation Law. The consolidated statutory report is the responsibility of the
Company’s management. Our responsibility is to express an opinion on the consolidated statutory
report based on our audit as independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those auditing standards require us to obtain reasonable assurance about whether the consolidated
statutory report is free of material misstatement. An audit is performed on a test basis, and
includes assessing the accounting principles used, the method of their application and estimates
made by management, as well as evaluating the overall presentation of the consolidated statutory
report. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated statutory report referred to above presents fairly, in all
material respects, the financial position and the results of operations of NTT DoCoMo Inc. and its
consolidated subsidiaries for the period, for which the consolidated statutory report was prepared
in conformity with U.S. generally accepted accounting principles, under Article 148(1) of the
Corporation Law (see Note 1 of “Basis of preparation of consolidated financial statements” in the
Note to Consolidated Financial Statements).
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
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Table of Contents
[English Translation of the Auditors’ Report Originally Issued in the Japanese Language]
Independent Auditors’ Report
May 8, 2008
The Board of Directors
NTT DoCoMo, Inc.
NTT DoCoMo, Inc.
KPMG AZSA & Co.
| Masanori Sato (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant | ||
| Hideki Amano (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant | ||
| Yutaka Terasawa (Seal) | ||
| Designated and Engagement Partner | ||
| Certified Public Accountant |
We have audited the statutory report, comprising the non-consolidated balance sheet, the
non-consolidated statement of income, the non-consolidated statement of changes in net assets and
the note to non-consolidated financial statements, and its supplementary schedules of NTT DoCoMo,
Inc. as of March 31, 2008 and for the year from April 1, 2007 to March 31, 2008 in accordance with
Article 436(2)-(I)of the Corporation Law. The statutory report and its supplementary schedules
are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the statutory report and supplementary schedules based on our audit as independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those
auditing standards require us to obtain reasonable assurance about whether the statutory report and
its supplementary schedules are free of material misstatement. An audit is performed on a test
basis, and includes assessing the accounting principles used, the method of their application and
estimates made by management, as well as evaluating the overall presentation of the statutory
report and supplementary schedules. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statutory report and its supplementary schedules referred to above present
fairly, in all material respects, the financial position and the results of operations of NTT
DoCoMo, Inc. for the period, for which the statutory report and its supplementary schedules were
prepared, in conformity with accounting principles generally accepted in Japan.
47
Table of Contents
Supplementary Information
On April 25, 2008, the Company agreed to a merger agreement with NTT DoCoMo Hokkaido, Inc., NTT
DoCoMo Tohoku, Inc., NTT DoCoMo Tokai, Inc., NTT DoCoMo Hokuriku, Inc., NTT DoCoMo Kansai, Inc.,
NTT DoCoMo Chugoku, Inc., NTT DoCoMo Shikoku, Inc. and NTT DoCoMo Kyushu, Inc. that those companies
will be dissolved and merged into the Company as a surviving company on July 1, 2008.
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant
to the provisions of the Certified Public Accountants Law of Japan.
48
Table of Contents
[English Translation]
Audit Report of Board of Corporate Auditors
Based on audit reports from each Corporate Auditor, and following due discussion at
meetings, the Board of Corporate Auditors has prepared this audit report regarding the
execution of the duties of the Board of Directors in the 17th fiscal year from April 1, 2007
to March 31, 2008. The Board reports as follows.
| 1. | Outline of Audit Methodology |
The Board of Corporate Auditors established an auditing plan and received reports from
each Corporate Auditor on the status of the implementation of audits and the results
thereof, as well as reports from the Board of Directors and the Independent Auditors
regarding the status of execution of their duties, and requested explanations as necessary.
Also, on the basis of the Board of Corporate Auditors Rules established by the Board
of Corporate Auditors, and in accordance with its auditing plan, the Corporate Auditors
sought mutual understanding with the Directors, the internal auditing department, other
employees and the Independent Auditors in their efforts to collect information, and carried
out the audit as follows:
| (1) | attended meetings of the Board of Directors and other important meetings,
and received reports from Directors and employees regarding performance of their
duties, requested explanations as necessary, perused important documents regarding
decisions and approvals made and investigated the status of operations and the
financial position at the company’s head office and major offices of business; |
||
| (2) | carried out an audit and verification of the particulars of Board of
Directors resolutions relating to the establishment of structures necessary to
ensure that the Board of Directors’ performance of its duties is in conformity with
laws and regulations and the Company’s Articles of Incorporation and to otherwise
ensure the appropriateness of the business of a kabushiki kaisha, as well as the
structures established pursuant to such resolutions (internal control system); |
||
| (3) | regarding the subsidiaries, the Board of Corporate Auditors sought to
achieve a mutual understanding and exchange of information with directors and other
persons and corporate auditors of the subsidiaries, and, where necessary, received
business reports from the subsidiaries; and |
||
| (4) | audited and verified whether the Independent Auditors maintained their
independence and carried out their audits appropriately, received reports from the
Independent Auditors regarding the execution of their duties and, where necessary, requested
explanations. Also, the Board of Corporate Auditors received notification from the
Independent Auditors to the effect that the structure to ensure that duties are executed
appropriately has been established and requested explanations as necessary. |
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Table of Contents
Based on the above methodology, the Board of Corporate Auditors evaluated business
reports, supplementary schedules, the non-consolidated statutory report related to the
fiscal year under review (the non-consolidated balance sheet, income statement, statement
of changes in shareholders’ equity, and note to non-consolidated statutory report), the
supplementary schedules as well as the consolidated statutory report (the consolidated
balance sheet, consolidated statement of income and comprehensive income, consolidated
statement of shareholders’ equity and consolidated note to consolidated financial
statements).
| 2. | Audit Results |
| (1) | Results of the audit of the business report |
| i. | We find that the Business Report and its supplementary statements accurately
reflect the conditions of the company in accordance with laws and regulations and the
Articles of Incorporation. |
||
| ii. | No inappropriate conduct concerning the execution of duties by Directors or
material facts in violation of law or the Articles of Incorporation were found. |
||
| iii. | We find that the particulars of Board of Directors’ resolutions concerning the
internal control systems are appropriate. Further, no matters requiring note on our
part were found with respect to Directors’ execution of duties in regards to the
internal control system. |
| (2) | Results of the audit of performance of the duties by the Independent Auditors |
No matters requiring note on our part were found with respect to the structure for
ensuring the proper execution of duties by the Independent Auditor, KPMG AZSA & Co.
| (3) | Results of the audit of the non-consolidated statutory report, supplementary
schedules and the consolidated statutory report |
We find that the methodology and results of the audit by the Independent Auditor,
KPMG AZSA & Co., are appropriate.
May 12, 2008 |
||||
Board of Corporate Auditors of NTT DoCoMo, Inc. |
||||
Shinichi Nakatani, Full-time Corporate Auditor |
seal | |||
Shoichi Matsuhashi, Full-time Corporate Auditor |
seal | |||
Haruo Imai, Full-time Corporate Auditor (outside auditor) |
seal | |||
Kyouichi Yoshizawa, Full-time Corporate Auditor (outside auditor) |
seal | |||
Takaaki Wakasugi, Corporate Auditor (outside auditor) |
seal | |||
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Table of Contents
(Appendix 1)
Consolidated Statement of Cash Flows
| Millions of yen | ||||
| Year ended | ||||
| March31, 2008 | ||||
I Cash flows from operating activities: |
||||
1. Net income |
¥ | 491,202 | ||
2. Adjustments to reconcile net income to net cash provided by operating activities— |
||||
(1) Depreciation and amortization |
776,425 | |||
(2) Deferred taxes |
(2,471 | ) | ||
(3) Loss on sale or disposal of property, plant and equipment |
54,359 | |||
(4) Equity in net income of affiliates |
(22,810 | ) | ||
(5) Dividends from affiliates |
15,349 | |||
(6) Minority interests in consolidated subsidiaries |
84 | |||
(7) Changes in assets and liabilities: |
||||
Decrease in accounts receivable |
187,434 | |||
Increase in allowance for doubtful accounts |
1,803 | |||
Increase in inventories |
(10 | ) | ||
Decrease in prepaid expenses and other current assets |
4,176 | |||
Decrease in accounts payable, trade |
(50,477 | ) | ||
Increase in accrued income taxes |
134,912 | |||
Increase in other current liabilities |
6,206 | |||
Decrease in liability for employees’ retirement benefits |
(19,002 | ) | ||
Increase in other long-term liabilities |
8,780 | |||
Other, net |
(25,820 | ) | ||
Net cash provided by operating activities |
1,560,140 | |||
II Cash flows from investing activities: |
||||
1. Purchases of property, plant and equipment |
(548,517 | ) | ||
2. Purchases of intangible and other assets |
(216,816 | ) | ||
3. Purchases of non-current investments |
(124,312 | ) | ||
4. Proceeds from sale and redemption of non-current investments |
101,341 | |||
5. Acquisitions of subsidiaries, net of cash acquired |
(14,797 | ) | ||
6. Purchases of short-term investments |
(6,562 | ) | ||
7. Redemption of short-term investments |
5,443 | |||
8. Proceeds from redemption of long-term bailment for consumption to a related party |
50,000 | |||
9. Other, net |
(4,629 | ) | ||
Net cash used in investing activities |
(758,849 | ) | ||
III Cash flows from financing activities: |
||||
1. Repayment of long-term debt |
(131,005 | ) | ||
2. Proceeds from short-term borrowings |
15,249 | |||
3. Repayment of short-term borrowings |
(15,351 | ) | ||
4. Principal payments under capital lease obligations |
(2,821 | ) | ||
5. Payments to acquire treasury stock |
(173,002 | ) | ||
6. Dividends paid |
(190,543 | ) | ||
7. Other, net |
(2 | ) | ||
Net cash used in financing activities |
(497,475 | ) | ||
IV Effect of exchange rate changes on cash and cash equivalents |
27 | |||
V Net increase in cash and cash equivalents |
303,843 | |||
VI Cash and cash equivalents at beginning of year |
343,062 | |||
VII Cash and cash equivalents at end of year |
¥ | 646,905 | ||
Supplemental disclosures of cash flow information: |
||||
Cash received during the year for: |
||||
Income taxes |
¥ | 20,346 | ||
Cash paid during the year for: |
||||
Interest |
4,656 | |||
Income taxes |
200,079 | |||
Non-cash investing and financing activities: |
||||
Assets acquired through capital lease obligations |
2,579 | |||
Retirement of treasury stock |
187,387 | |||
| (Note) | Amounts are rounded per one million yen. |
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Table of Contents
(Appendix 2)
SELECTED CONSOLIDATED FINANCIAL DATA AND RATIOS [U.S. GAAP]
| 14th Fiscal Term | 15th Fiscal Term | 16th Fiscal Term | 17th Fiscal Term | |||||||||||||
| Item | (FY 2004) | (FY 2005) | (FY2006) | (FY2007) | ||||||||||||
Earnings per share (yen) |
15,771 | 13,491 | 10,396 | 11,391 | ||||||||||||
EBITDA (*) (Billions of yen) |
1,625.7 | 1,606.8 | 1,574.6 | 1,639.1 | ||||||||||||
EBITDA margin (*) (percent) |
33.6 | % | 33.7 | % | 32.9 | % | 34.8 | % | ||||||||
Return on capital employed (ROCE)
(percent) |
16.2 | % | 17.2 | % | 16.1 | % | 17.0 | % | ||||||||
<ROCE after tax
effect> (*) (percent) |
9.6 | % | 10.1 | % | 9.5 | % | 10.0 | % | ||||||||
Return on equity (ROE) (percent) |
19.6 | % | 15.3 | % | 11.1 | % | 11.6 | % | ||||||||
Return on assets (ROA) (percent) |
20.8 | % | 15.2 | % | 12.4 | % | 13.0 | % | ||||||||
Operating margin (percent) |
16.2 | % | 17.5 | % | 16.2 | % | 17.2 | % | ||||||||
Shareholders’ equity per share (yen) |
84,455 | 91,109 | 95,457 | 100,321 | ||||||||||||
| (Note) *. | For reconciliation of these non-GAAP financial measures, see “Reconciliations
between the Disclosed Non-GAAP Financial Measures and the Most Directly comparable GAAP Financial
Measures”. |
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Table of Contents
(Appendix 3)
Reconciliations between the Disclosed non-GAAP Financial Measures and
the Most Directly Comparable GAAP Financial Measures
the Most Directly Comparable GAAP Financial Measures
1. EBITDA and EBITDA Margin
| (Billions of yen) | ||||||||||||||||
| 14th Fiscal Term | 15th Fiscal Term | 16th Fiscal Term | 17th Fiscal Term | |||||||||||||
| (FY2004) | (FY2005) | (FY2006) | (FY2007) | |||||||||||||
a. EBITDA |
1,625.7 | 1,606.8 | 1,574.6 | 1,639.1 | ||||||||||||
Depreciation and amortization |
(795.8 | ) | (738.1 | ) | (745.3 | ) | (776.4 | ) | ||||||||
Losses on sale or disposal of property,
plant and equipment |
(45.7 | ) | (36.0 | ) | (55.7 | ) | (54.4 | ) | ||||||||
Operating income |
784.2 | 832.6 | 773.5 | 808.3 | ||||||||||||
Other income (expenses) |
504.1 | 119.7 | (0.6 | ) | (7.6 | ) | ||||||||||
Income taxes |
(527.7 | ) | (341.4 | ) | (313.7 | ) | (323.0 | ) | ||||||||
Equity in net income (losses) of affiliates |
(12.9 | ) | (0.4 | ) | (1.9 | ) | 13.6 | |||||||||
Minority interests in consolidated
subsidiaries |
(0.1 | ) | (0.1 | ) | (0.0 | ) | (0.1 | ) | ||||||||
b. Net income |
747.6 | 610.5 | 457.3 | 491.2 | ||||||||||||
c. Total operating revenues |
4,844.6 | 4,765.9 | 4,788.1 | 4,711.8 | ||||||||||||
EBITDA margin (=a/c) |
33.6 | % | 33.7 | % | 32.9 | % | 34.8 | % | ||||||||
Net income margin (=b/c) |
15.4 | % | 12.8 | % | 9.6 | % | 10.4 | % | ||||||||
| (Note) | EBITDA and EBITDA margin, as we use them, are different from EBITDA as used in Item 10(e)
of regulation S-K and may not be comparable to similarly titled measures used by other
companies. |
2. ROCE After Tax Effect
| (Billions of yen) | ||||||||||||||||
| 14th Fiscal Term | 15th Fiscal Term | 16th Fiscal Term | 17th Fiscal Term | |||||||||||||
| (FY2004) | (FY2005) | (FY2006) | (FY2007) | |||||||||||||
a. Operating income |
784.2 | 832.6 | 773.5 | 808.3 | ||||||||||||
b. Operating income after
tax effect {=a*(1-effective tax rate)} |
463.4 | 492.1 | 457.2 | 477.7 | ||||||||||||
c. Capital employed |
4,826.4 | 4,850.4 | 4,804.3 | 4,759.6 | ||||||||||||
ROCE before tax effect (=a/c) |
16.2 | % | 17.2 | % | 16.1 | % | 17.0 | % | ||||||||
ROCE after tax effect (=b/c) |
9.6 | % | 10.1 | % | 9.5 | % | 10.0 | % | ||||||||
| (Notes) | Capital employed = average amount of (Shareholders’ equity + Interest bearing
liabilities) as of beginning and end of the fiscal year |
|
Interest bearing liabilities = Current portion of long-term debt + Short-term borrowings
+ Long-term debt Effective tax rate: 40.9% |
Shareholder Information
• Book closure: Every March 31
• Record date for year-end dividends: Every March 31
• Record date for interim dividends: Every September 30
Companies listed on the NYSE must comply with certain standards regarding corporate governance
under Section 303A of the NYSE Listed Company Manual. However, listed companies that are foreign
private issuers, such as the Company, are permitted to follow home country practice in lieu of
certain provisions of Section 303A.
We have posted on our corporate web-site the significant differences between the corporate
governance practices followed by NYSE-listed U.S. companies under Section 303A of the NYSE Listed
Company Manual and those followed by the Company.
http://www.nttdocomo.co.jp/english/corporate/ir/management/governance/nyse.html
http://www.nttdocomo.co.jp/english/corporate/ir/management/governance/nyse.html
53