Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2008
Commission File Number: 001-31221
Total number of pages: 11
NTT DoCoMo, Inc.
(Translation of registrants name into English)
Sanno Park Tower 11-1, Nagata-cho 2-chome
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 registrants home country), or under the rules of the home
country exchange on which the registrants 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
registrants 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-
Information furnished in this form:
On August 5, 2008, the registrant filed its Quarterly Report with the Director of the
Kanto Local Finance Bureau of Japan and provided it to the Tokyo Stock Exchange. This
Quarterly Report was filed pursuant to the Financial Instruments and Exchange Law of Japan and
contains, among other information, quarterly consolidated financial statements for the three
months ended June 30, 2008 prepared in accordance with accounting principles generally
accepted in the United States (U.S. GAAP). Material information in the report, other than
the quarterly consolidated financial statements, has already been reported by the registrant
in its press release dated July 30, 2008, a copy of which was submitted under cover of Form
6-K on July 31, 2008 by the registrant.
Attached is an English translation of the registrants quarterly consolidated financial
statements for the three months ended June 30, 2008 prepared in accordance with U.S. GAAP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NTT DoCoMo, Inc.
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Date: August 5, 2008 |
By: |
/S/ OSAMU HIROKADO
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Osamu Hirokado |
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Head of Investor Relations |
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NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2008 and MARCH 31, 2008
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Millions of yen |
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(UNAUDITED) |
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June 30, 2008 |
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March 31, 2008 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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¥ |
487,047 |
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¥ |
646,905 |
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Short-term investments |
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1,618 |
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52,208 |
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Accounts receivable |
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724,533 |
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686,673 |
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Allowance for doubtful accounts |
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(15,462 |
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(15,037 |
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Inventories |
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196,173 |
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146,584 |
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Deferred tax assets |
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79,928 |
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108,037 |
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Prepaid expenses and other current assets |
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167,850 |
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142,410 |
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Total current assets |
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1,641,687 |
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1,767,780 |
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Property, plant and equipment: |
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Wireless telecommunications equipment |
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5,391,939 |
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5,346,486 |
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Buildings and structures |
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800,383 |
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797,904 |
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Tools, furniture and fixtures |
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536,664 |
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536,718 |
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Land |
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198,988 |
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198,958 |
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Construction in progress |
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142,082 |
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128,042 |
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Accumulated depreciation and amortization |
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(4,246,911 |
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(4,173,501 |
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Total property, plant and equipment, net |
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2,823,145 |
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2,834,607 |
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Non-current investments and other assets: |
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Investments in affiliates |
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329,222 |
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349,488 |
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Marketable securities and other investments |
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177,997 |
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187,361 |
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Intangible assets, net |
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554,695 |
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555,259 |
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Goodwill |
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157,479 |
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158,889 |
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Other assets |
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255,538 |
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234,047 |
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Deferred tax assets |
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142,576 |
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123,403 |
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Total non-current investments and other assets |
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1,617,507 |
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1,608,447 |
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Total assets |
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¥ |
6,082,339 |
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¥ |
6,210,834 |
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LIABILITIES, MINORITY INTERESTS
AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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¥ |
64,346 |
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¥ |
75,662 |
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Short-term borrowings |
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46 |
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1,712 |
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Accounts payable, trade |
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631,726 |
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717,453 |
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Accrued payroll |
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38,790 |
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53,538 |
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Accrued interest |
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1,211 |
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710 |
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Accrued income taxes |
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102,208 |
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203,645 |
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Other current liabilities |
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186,653 |
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181,595 |
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Total current liabilities |
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1,024,980 |
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1,234,315 |
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Long-term liabilities: |
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Long-term debt (exclusive of current portion) |
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461,460 |
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401,090 |
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Liability for employees retirement benefits |
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119,297 |
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116,888 |
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Other long-term liabilities |
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197,092 |
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180,757 |
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Total long-term liabilities |
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777,849 |
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698,735 |
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Total liabilities |
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1,802,829 |
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1,933,050 |
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Minority interests |
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1,550 |
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1,288 |
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Shareholders equity: |
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Common stock |
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949,680 |
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949,680 |
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Additional paid-in capital |
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948,571 |
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948,571 |
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Retained earnings |
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2,865,016 |
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2,793,814 |
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Accumulated other comprehensive income |
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(19,330 |
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410 |
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Treasury stock, at cost |
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(465,977 |
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(415,979 |
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Total shareholders equity |
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4,277,960 |
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4,276,496 |
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Total liabilities, minority interests and shareholders equity |
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¥ |
6,082,339 |
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¥ |
6,210,834 |
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See accompanying notes to consolidated financial statements.
1
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
AND COMPREHENSIVE INCOME
THREE MONTHS ENDED JUNE 30, 2008
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Millions of yen |
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(UNAUDITED) |
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Three months ended |
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June 30, 2008 |
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Operating revenues: |
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Wireless services |
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¥ |
977,464 |
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Equipment sales |
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192,782 |
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Total operating revenues |
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1,170,246 |
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Operating expenses: |
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Cost of services (exclusive of items shown separately below) |
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203,615 |
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Cost of equipment sold (exclusive of items shown separately below) |
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242,048 |
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Depreciation and amortization |
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168,480 |
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Selling, general and administrative |
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259,615 |
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Total operating expenses |
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873,758 |
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Operating income |
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296,488 |
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Other income (expense): |
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Interest expense |
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(1,140 |
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Interest income |
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566 |
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Other, net |
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(7,495 |
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Total other income (expense) |
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(8,069 |
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Income before income taxes, equity in net income of affiliates and minority interests |
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288,419 |
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Income taxes: |
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Current |
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102,531 |
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Deferred |
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15,467 |
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Total income taxes |
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117,998 |
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Income before equity in net income of affiliates and minority interests |
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170,421 |
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Equity in net income of affiliates, net of applicable taxes |
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3,123 |
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Minority interests |
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(35 |
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Net income |
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¥ |
173,509 |
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Other comprehensive income (loss): |
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Unrealized holding losses on available-for-sale securities, net of applicable taxes |
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(950 |
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Net revaluation of financial instruments, net of applicable taxes |
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(18 |
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Foreign currency translation adjustment, net of applicable taxes |
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(18,522 |
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Pension liability adjustment, net of applicable taxes |
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(250 |
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Comprehensive income |
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¥ |
153,769 |
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PER SHARE DATA |
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Weighted average common shares outstanding
Basic and diluted (shares) |
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42,504,235 |
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Basic and diluted earnings per share (yen) |
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¥ |
4,082.16 |
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See accompanying notes to consolidated financial statements.
2
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2008
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Millions of yen |
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(UNAUDITED) |
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Three months ended |
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June 30, 2008 |
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Cash flows from operating activities: |
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Net income |
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¥ |
173,509 |
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Adjustments to reconcile net income to net cash provided by
operating activities |
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Depreciation and amortization |
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168,480 |
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Deferred taxes |
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17,673 |
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Loss on sale or disposal of property, plant and equipment |
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4,718 |
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Equity in net income of affiliates |
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(5,288 |
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Minority interests |
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35 |
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Changes in assets and liabilities: |
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(Increase) in accounts receivable |
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(37,828 |
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Increase in allowance for doubtful accounts |
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421 |
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(Increase) in inventories |
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(49,510 |
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(Increase) in prepaid expenses and other current assets |
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(20,370 |
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(Decrease) in accounts payable, trade |
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(13,272 |
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(Decrease) in accrued income taxes |
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(101,437 |
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Increase in other current liabilities |
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4,619 |
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Increase in liability for employees retirement benefits |
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2,409 |
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Increase in other long-term liabilities |
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17,484 |
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Other, net |
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(26,365 |
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Net cash provided by operating activities |
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135,278 |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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(163,740 |
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Purchases of intangible and other assets |
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(72,033 |
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Purchases of non-current investments |
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(1,122 |
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Proceeds from sale of non-current investments |
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410 |
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Purchases of short-term investments |
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(1,611 |
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Redemption of short-term investments |
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2,036 |
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Proceeds from redemption of long-term bailment for consumption
to a related party |
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50,000 |
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Other, net |
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(4,386 |
) |
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Net cash used in investing activities |
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(190,446 |
) |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
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79,944 |
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Repayment of long-term debt |
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(27,767 |
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Repayment of short-term borrowings |
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(1,712 |
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Principal payments under capital lease obligations |
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(814 |
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Payments to acquire treasury stock |
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(49,998 |
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Dividends paid |
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(102,307 |
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Other, net |
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(3 |
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Net cash used in financing activities |
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(102,657 |
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Effect of exchange rate changes on cash and cash equivalents |
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(2,033 |
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Net increase (decrease) in cash and cash equivalents |
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(159,858 |
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Cash and cash equivalents at beginning of period |
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646,905 |
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Cash and cash equivalents at end of period |
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¥ |
487,047 |
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Supplemental disclosures of cash flow information: |
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Cash received during the period for: |
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Income taxes |
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¥ |
18 |
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Cash paid during the period for: |
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Interest, net of amount capitalized |
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638 |
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Income taxes |
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203,606 |
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See accompanying notes to consolidated financial statements.
3
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
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Basis of Presentation: |
The accompanying quarterly consolidated financial statements for the three months ended June
30, 2008 of NTT DoCoMo, Inc. and its subsidiaries (the Company or DOCOMO) were prepared in
accordance with accounting principles generally accepted in the United States of America (U.S.
GAAP). Since DOCOMOs American Depositary Shares were listed on the New York Stock Exchange in
March 2002, DOCOMO has prepared its consolidated financial statements pursuant to the terminology,
forms and preparation methods required in order to issue American Depositary Shares, which are
registered with the Securities Exchange Commission of the United States of America.
2. |
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Summary of significant accounting and reporting policies: |
(1) Adoption of a new accounting standard
Fair Value Measurements
Effective April 1, 2008, DOCOMO adopted the Financial Accounting Standards Board (FASB)
Statement (SFAS) No. 157 Fair Value Measurements. SFAS No. 157 defines fair value, establishes
a framework for measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. Although the definition of fair value retains the
exchange price notion in earlier definitions of fair value, SFAS No. 157 clarifies that the
exchange price is the price in an orderly transaction between market participants to sell the asset
or transfer the liability in the market and emphasizes that fair value is a market-based
measurement, rather than an entity-specific measurement. SFAS No. 157 also expands disclosures
about the use of fair value to measure assets and liabilities subsequent to initial recognition
through fair value hierarchy as a framework for measurement. The initial adoption of SFAS No. 157
did not have a material impact on DOCOMOs results of operations and financial position. The
disclosure required by SFAS No. 157 was omitted.
(2) Recent accounting pronouncements
In December 2007, FASB issued SFAS No. 141 (revised 2007) Business Combinations (SFAS No.
141R). SFAS No. 141R requires an acquirer in a business combination to generally recognize and
measure all the identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at their fair values as of acquisition date. SFAS No. 141R also requires
the acquirer to recognize and measure as goodwill the excess of consideration transferred plus the
fair value of any noncontrolling interest in the acquiree at acquisition date over the fair value
of the identifiable net assets acquired. The excess of the fair value of the identifiable net
assets acquired over consideration transferred plus the fair value of any noncontrolling interest
in the acquiree at acquisition date is required to be recognized and measured as a gain from a
bargain purchase. SFAS No. 141R is effective for business combination transactions for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. The impact of the adoption of SFAS No. 141R will depend on future business
combinations transactions.
4
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In December 2007, FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research Bulletin No.51. SFAS No. 160 requires
noncontrolling interest held by parties other than the parent be clearly identified, labeled and
presented in the consolidated statement of financial position within equity, but separate from the
parents equity. SFAS No. 160 also requires changes in parents ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted as equity transactions.
SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim
periods within those years. DOCOMO currently estimates that the impact of the adoption of SFAS No.
160 on its result of operations and financial position will be immaterial.
In March 2008, FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging
Activities an amendment of SFAS No. 133. SFAS No. 161 requires entities with derivative
instruments to disclose information that should enable financial statement users to understand how
and why an entity uses derivative instruments, how derivative instruments and related hedged items
are accounted for under SFAS No. 133, and how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. SFAS No. 161 is
effective for fiscal years and interim periods beginning after November 15, 2008. DOCOMO is
currently evaluating the impact of adoption of SFAS No. 161 on its results of operations and
financial position.
(3) Reclassifications
Certain reclassifications have been made to the prior periods consolidated financial
statements to conform to the presentation used for the three months ended June 30, 2008.
5
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective May 1, 2006, the Corporate Law of Japan provides that (i) dividends of earnings
require approval at a general meeting of shareholders, (ii) interim cash dividends can be
distributed upon the approval of the board of directors, if the Articles of Incorporation provide
for such interim cash dividends and (iii) an amount equal to at least 10% of decrease in retained
earnings by dividends payment be appropriated from retained earnings to a legal reserve up to 25%
of capital stock. The legal reserve is available for distribution upon approval of the
shareholders.
In the general meeting of shareholders held on June 20, 2008, the shareholders approved cash
dividends of ¥102,307 million or ¥2,400 per share, payable to shareholders recorded as of March 31,
2008, which were declared by the board of directors on April 25, 2008. The source of dividends was
Retained Earnings. DOCOMO started to pay the dividends on June 23, 2008.
Issued shares and Treasury stock
The changes in the number of issued shares and treasury stock for the three months ended June
30, 2008 are summarized as follows, where fractional shares are rounded off:
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Number of |
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Number of |
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issued shares |
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treasury stock |
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As of March 31, 2008 |
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44,870,000 |
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2,242,073 |
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Acquisition of treasury stock based on
the resolution by the general meeting
of shareholders |
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311,322 |
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Acquisition of fractional shares |
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1 |
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|
As of June 30, 2008 |
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44,870,000 |
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2,553,396 |
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DOCOMO had no issued shares other than share of its common stock.
In the general meeting of shareholders held on June 20, 2008, the shareholders approved a
stock repurchase plan under which DOCOMO could repurchase up to 900,000 shares at an aggregate
amount not to exceed ¥150,000 million during the year started June 21, 2008 in order to improve
capital efficiency and to implement flexible capital policies in accordance with the business
environment.
In addition, DOCOMO repurchases its fractional shares.
Aggregate number and price of shares repurchased for the three months ended June 30, 2008 were
as follows:
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Share/Millions of yen |
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Three months ended June 30, 2008 |
Aggregate number of shares repurchased |
|
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311,323 |
shares |
Aggregate price of shares repurchased |
|
¥ |
49,998 |
|
6
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Per share data
Per share data is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
|
June 30, 2008 |
|
|
|
|
|
Basic and diluted earnings per share |
|
¥ |
4,082.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
June 30, 2008 |
|
|
March 31, 2008 |
|
Shareholders equity per share |
|
¥ |
101,094.12 |
|
|
¥ |
100,321.46 |
|
From a resource allocation perspective, DOCOMO views itself as having two business segments.
The mobile phone business segment includes FOMA services, mova services, packet communications
services, satellite mobile communications services, international services and the equipment sales
related to these services. The miscellaneous business segment includes credit services, wireless
LAN services and other miscellaneous services, which in the aggregate are not significant in
amount. DOCOMO terminated its PHS services on January 7, 2008.
DOCOMO identifies its reportable segments based on the nature of services included, as well as
the characteristics of the telecommunications networks used to provide those services. DOCOMOs
management monitors and evaluates the performance of its segments based on the information that
follows as derived from the Companys management reports. Segment information is prepared in
accordance with U.S. GAAP.
Segment information for the three months ended June 30, 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
Mobile phone |
|
|
Miscellaneous |
|
|
|
|
Three months ended June 30, 2008 |
|
business |
|
|
businesses |
|
|
Consolidated |
|
Operating revenues |
|
¥ |
1,154,771 |
|
|
¥ |
15,475 |
|
|
¥ |
1,170,246 |
|
Operating expenses |
|
|
853,756 |
|
|
|
20,002 |
|
|
|
873,758 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
¥ |
301,015 |
|
|
¥ |
(4,527 |
) |
|
¥ |
296,488 |
|
|
|
|
|
|
|
|
|
|
|
DOCOMO does not disclose geographical segments, since operating revenues generated outside
Japan are immaterial.
7
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Litigation
As of June 30, 2008, DOCOMO had no litigation or claims outstanding, pending or threatened
against which in the opinion of management would have a materially adverse effect on its results of
operations or financial position.
Guarantees
DOCOMO applied FASB Interpretation (FIN) No. 45 Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45).
FIN 45 requires that if a company issues or modifies a guarantee, the company must recognize an
initial liability for the fair value of the obligations it has undertaken and must disclose that
information in its financial statements.
DOCOMO enters into agreements in the normal course of business that provide guarantees for
counterparties. These counterparties include subscribers, related parties, foreign wireless
telecommunications service providers and other business partners. While the most of guarantees
provided for subscribers relate to product defects of cellular phone handsets sold by DOCOMO,
DOCOMO is provided with similar guarantees by the handset vendors. Though the guarantees or
indemnifications provided in other transactions than with the subscribers are different in each
contract, the likelihood of almost all of the performance of these guarantees or indemnifications
are remote and amount of payments DOCOMO could be claimed for is not specified in almost all of the
contracts. Historically, DOCOMO has not made any significant guarantee or indemnification payments
under such agreements. DOCOMO estimates the estimated fair value of the obligations related to
these agreements is not significant. Accordingly, no liabilities were recognized for these
obligations as of June 30, 2008.
There was no significant subsequent event to be disclosed.
8