Form 6-K
FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the month of December, 2002.
Commission File Number: 001-31221
Total
number of pages: 23
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 x Form 40-F
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 ¨ No x
If Yes is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-
Information furnished on this form:
Exhibit Number
On December 11, 2002, the registrant filed its Semi-Annual Report with the Director of the Kanto Local Finance Bureau of
Japan and provided it to the Tokyo Stock Exchange. This Semi-Annual Report was filed pursuant to the Securities and Exchange Law of Japan and contains, among other things, consolidated semi-annual financial statements for the six months ended
September 30, 2002 prepared in accordance with accounting principles generally accepted in the United States. Most of the contents of the report have already been reported by the registrant in its press release dated November 7, 2002, a copy of
which was submitted under cover of Form 6-K on November 8, 2002 by the registrant.
Attached is an
English translation of the registrants consolidated semi-annual financial statements for the six months ended September 30, 2002 prepared in accordance with U.S.GAAP consisting a significant part of this Semi-Annual Report.
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: December 27, 2002 |
|
By: |
|
/S/ MASAYUKI
HIRATA
|
|
|
|
|
Masayuki Hirata Executive Vice
President and Chief Financial Officer |
Exhibit 1
CONSOLIDATED FINANCIAL STATEMENTS
1 Presentation of Consolidated Semi-annual
Financial Statements
Pursuant to the section 81 of Regulations Concerning the Terminology, Forms and
Preparation Methods of Consolidated Semi-Annual Financial Statements (Ministry of Finance Ordinance No.24, 1999), the consolidated semi-annual financial statements for the six months ended September 30, 2002 have been prepared in accordance
with the terminology, forms, and preparation methods required in order to issue American Depositary Shares, i.e., the accounting principles generally accepted in the United States.
2 Report of independent public accountants
A semi-annual audit of the consolidated semi-annual financial statements for the six months ended September 30, 2002 has been carried out by Asahi & Co in accordance with Semi-annual Audit Standards of Japan.
1
(1) CONSOLIDATED BALANCE SHEET
|
|
|
|
September 30, 2002
|
Classification
|
|
Note
|
|
Amount
|
|
|
%
|
|
|
(Millions of yen) |
ASSETS |
|
|
|
|
|
|
|
I Current assets |
|
|
|
|
|
|
|
1 Cash and cash equivalents |
|
|
|
437,488 |
|
|
|
2 Accounts receivable, net |
|
|
|
526,782 |
|
|
|
3 Inventories |
|
|
|
121,720 |
|
|
|
4 Deferred tax assets |
|
|
|
73,473 |
|
|
|
5 Prepaid expenses and other current assets |
|
|
|
93,764 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
1,253,227 |
|
|
22.1 |
|
|
|
|
|
|
|
|
II Property, plant and equipment |
|
|
|
|
|
|
|
1 Wireless telecommunications equipment |
|
|
|
3,595,916 |
|
|
|
2 Buildings and structures |
|
|
|
489,362 |
|
|
|
3 Tools, furniture and fixtures |
|
|
|
551,019 |
|
|
|
4 Land |
|
|
|
183,600 |
|
|
|
5 Construction in progress |
|
|
|
209,910 |
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
5,029,807 |
|
|
|
Accumulated depreciation |
|
|
|
(2,323,759 |
) |
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net |
|
|
|
2,706,048 |
|
|
47.6 |
|
|
|
|
|
|
|
|
III Non-current investments and other assets |
|
|
|
|
|
|
|
1 Investments in affiliates |
|
|
|
404,123 |
|
|
|
2 Marketable securities and other investments |
|
*4 |
|
12,364 |
|
|
|
3 Intangible assets, net |
|
*5 |
|
440,453 |
|
|
|
4 Other assets |
|
*6 |
|
139,792 |
|
|
|
5 Deferred tax assets |
|
|
|
726,812 |
|
|
|
|
|
|
|
|
|
|
|
Total non-current investments and other assets |
|
|
|
1,723,544 |
|
|
30.3 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
|
5,682,819 |
|
|
100.0 |
|
|
|
|
|
|
|
|
2
(1) CONSOLIDATED BALANCE SHEET(Continued)
|
|
|
|
September 30, 2002
|
Classification
|
|
Note
|
|
Amount
|
|
|
%
|
|
|
(Millions of yen) |
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
I Current liabilities |
|
|
|
|
|
|
|
1 Current portion of long-term debt |
|
*7 |
|
173,587 |
|
|
|
2 Short-term borrowings |
|
|
|
60,150 |
|
|
|
3 Accounts payable, trade |
|
|
|
431,710 |
|
|
|
4 Accrued payroll |
|
|
|
23,170 |
|
|
|
5 Accrued interest |
|
|
|
3,586 |
|
|
|
6 Accrued taxes on income |
|
|
|
271,005 |
|
|
|
7 Other current liabilities |
|
|
|
102,739 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
1,065,947 |
|
|
18.7 |
|
|
|
|
|
|
|
|
II Long-term liabilities |
|
|
|
|
|
|
|
1 Long-term debt |
|
*7 |
|
1,224,462 |
|
|
|
2 Employee benefits |
|
|
|
112,849 |
|
|
|
3 Other long-term liabilities |
|
|
|
151,926 |
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
|
1,489,237 |
|
|
26.2 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
2,555,184 |
|
|
44.9 |
|
|
|
|
|
|
|
|
III Minority interests in consolidated subsidiaries |
|
|
|
117,650 |
|
|
2.1 |
|
|
|
|
|
|
|
|
IV Commitments and contingencies |
|
*11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
V Shareholders equity |
|
*8 |
|
|
|
|
|
1 Common stock |
|
|
|
949,680 |
|
|
|
2 Additional paid-in capital |
|
|
|
1,262,672 |
|
|
|
3 Retained earnings |
|
|
|
951,037 |
|
|
|
4 Accumulated other comprehensive income |
|
|
|
81,058 |
|
|
|
5 Treasury stock |
|
|
|
(234,462 |
) |
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY |
|
|
|
3,009,985 |
|
|
53.0 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
5,682,819 |
|
|
100.0 |
|
|
|
|
|
|
|
|
3
(2) CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|
|
|
Six months ended September 30,
2002
|
|
Classification
|
|
Note
|
|
Amount
|
|
|
%
|
|
|
|
(Millions of yen) |
|
I Operating revenues |
|
|
|
|
|
|
|
|
1 Wireless services |
|
|
|
2,142,183 |
|
|
|
|
2 Equipment sales |
|
|
|
242,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
|
2,384,264 |
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
II Operating expenses |
|
|
|
|
|
|
|
|
1 Personnel expenses |
|
|
|
120,032 |
|
|
|
|
2 Non-personnel expenses |
|
|
|
1,067,434 |
|
|
|
|
3 Depreciation, amortization and loss on disposal of property, plant and equipment |
|
|
|
342,510 |
|
|
|
|
4 Other, net |
|
|
|
214,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
1,744,281 |
|
|
73.2 |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
639,983 |
|
|
26.8 |
|
|
|
|
|
|
|
|
|
|
III Other expense (income) |
|
|
|
|
|
|
|
|
1 Interest expense |
|
|
|
8,837 |
|
|
|
|
2 Interest income |
|
|
|
(57 |
) |
|
|
|
3 Other, net |
|
|
|
3,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense (income) |
|
|
|
12,016 |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
627,967 |
|
|
26.3 |
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
|
|
|
1 Current |
|
|
|
271,068 |
|
|
|
|
2 Deferred |
|
|
|
(6,719 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
|
|
264,349 |
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
Income before equity in net losses of affiliates, minority interests in earnings of consolidated subsidiaries and
cumulative effect of accounting change |
|
|
|
363,618 |
|
|
15.2 |
|
|
|
|
|
|
|
|
|
|
Equity in net losses of affiliates |
|
*9 |
|
(309,559 |
) |
|
(12.9 |
) |
Minority interests in earnings of consolidated subsidiaries |
|
|
|
(14,169 |
) |
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
Income before cumulative effect of accounting change |
|
|
|
39,890 |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
Cumulative effect of accounting change |
|
|
|
(35,716 |
) |
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
4,174 |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
1 Unrealized loss on available-for-sale securities |
|
|
|
(1,323 |
) |
|
|
|
2 Net revaluation of financial instruments |
|
|
|
67 |
|
|
|
|
3 Foreign currency translation adjustment |
|
|
|
(40,579 |
) |
|
|
|
4 Minimum pension liability adjustment |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
|
|
(37,400 |
) |
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
Earnings per share data (Yen) |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding Basic and diluted (shares) |
|
|
|
49,882,337 |
|
|
|
|
Basic and diluted income before cumulative effect of accounting change |
|
|
|
799.68 |
|
|
|
|
Basic and diluted cumulative effect of accounting change |
|
|
|
(716.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share |
|
|
|
83.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4
(3) CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
|
|
|
|
Six months ended September 30, 2002
|
|
Classification
|
|
Note
|
|
Amount
|
|
|
|
|
|
(Millions of yen) |
|
I Common stock |
|
|
|
|
|
1 At the beginning of the year |
|
|
|
949,680 |
|
|
|
|
|
|
|
At the end of the period |
|
|
|
949,680 |
|
|
|
|
|
|
|
II Additional paid-in capital |
|
|
|
|
|
1 At the beginning of the year |
|
|
|
1,262,672 |
|
|
|
|
|
|
|
At the end of the period |
|
|
|
1,262,672 |
|
|
|
|
|
|
|
III Retained earnings |
|
|
|
|
|
1 At the beginning of the year |
|
|
|
956,899 |
|
2 Cash dividends |
|
|
|
(10,036 |
) |
3 Net income |
|
|
|
4,174 |
|
|
|
|
|
|
|
At the end of the period |
|
|
|
951,037 |
|
|
|
|
|
|
|
IV Accumulated other comprehensive income |
|
|
|
|
|
1 At the beginning of the year |
|
|
|
122,632 |
|
2 Unrealized loss on available-for-sale securities |
|
|
|
(1,323 |
) |
3 Net revaluation of financial instruments |
|
|
|
67 |
|
4 Foreign currency translation adjustment |
|
|
|
(40,579 |
) |
5 Minimum pension liability adjustment |
|
|
|
261 |
|
|
|
|
|
|
|
At the end of the period |
|
|
|
81,058 |
|
|
|
|
|
|
|
V Treasury stock |
|
|
|
|
|
1 At the beginning of the year |
|
|
|
|
|
2 Acquisition of treasury stock |
|
*8 |
|
(234,462 |
) |
|
|
|
|
|
|
At the end of the period |
|
|
|
(234,462 |
) |
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY |
|
|
|
3,009,985 |
|
|
|
|
|
|
|
5
(4) CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
Six months ended September 30,
2002
|
|
Classification
|
|
Note
|
|
Amount
|
|
|
|
|
|
(Millions of yen) |
|
I. Cash flows from operating activities: |
|
|
|
|
|
1. Net income |
|
|
|
4,174 |
|
2. Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
(1) Depreciation and amortization |
|
|
|
336,570 |
|
(2) Deferred taxes |
|
|
|
(224,173 |
) |
(3) Loss on sale or disposal of property, plant and equipment |
|
|
|
4,726 |
|
(4) Equity in net losses of affiliates (including write-downs of ¥525,221 million in investments in affiliates for
the period ended September 30, 2002) |
|
|
|
527,013 |
|
(5) Minority interests in earnings of consolidated subsidiaries |
|
|
|
14,169 |
|
(6) Cumulative effect of accounting change |
|
|
|
35,716 |
|
(7) Changes in current assets and liabilities: |
|
|
|
|
|
Decrease in accounts receivable, trade |
|
|
|
319,082 |
|
Decrease in allowance for doubtful accounts |
|
|
|
(1,048 |
) |
Increase in inventories |
|
|
|
(25,720 |
) |
Decrease in accounts payable, trade |
|
|
|
(134,435 |
) |
Increase in other current liabilities |
|
|
|
16,046 |
|
Decrease in accrued taxes on income |
|
|
|
(22,404 |
) |
Increase in liability for employee benefits, net of deferred pension costs |
|
|
|
7,121 |
|
Other |
|
|
|
(10,681 |
) |
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
|
846,156 |
|
|
|
|
|
|
|
II. Cash flows from investing activities: |
|
|
|
|
|
1. Purchases of property, plant and equipment |
|
|
|
(412,423 |
) |
2. Purchases of intangible and other assets |
|
|
|
(76,969 |
) |
3. Purchases of investments |
|
|
|
(2,682 |
) |
4. Other |
|
|
|
2,231 |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
(489,843 |
) |
|
|
|
|
|
|
6
(4) CONSOLIDATED STATEMENT OF CASH FLOWS(Continued)
|
|
|
|
Six months ended September 30,
2002
|
|
Classification
|
|
Note
|
|
Amount
|
|
|
|
|
|
(Millions of yen) |
|
III. Cash flows from financing activities: |
|
|
|
|
|
1. Issuance of long-term debt |
|
|
|
140,705 |
|
2. Repayment of long-term debt |
|
|
|
(91,232 |
) |
3. Payments to acquire treasury stock |
|
*8 |
|
(234,462 |
) |
4. Principal payments under capital lease obligation |
|
|
|
(3,789 |
) |
5. Dividends paid |
|
|
|
(10,036 |
) |
6. Proceeds from short-term borrowings |
|
|
|
214,712 |
|
7. Repayment of short-term borrowings |
|
|
|
(235,612 |
) |
8. Other |
|
|
|
(153 |
) |
|
|
|
|
|
|
Net cash used in financing activities |
|
|
|
(219,867 |
) |
|
|
|
|
|
|
IV. Effect of exchange rate changes on cash and cash equivalents |
|
|
|
(6 |
) |
|
|
|
|
|
|
V. Net increase in cash and cash equivalents |
|
|
|
136,440 |
|
|
|
|
|
|
|
VI. Cash and cash equivalents at beginning of period |
|
|
|
301,048 |
|
|
|
|
|
|
|
VII. Cash and cash equivalents at end of period |
|
|
|
437,488 |
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
Cash paid during the period for: |
|
|
Interest |
|
10,030 |
Income taxes |
|
293,472 |
Noncash financing activities |
|
|
Assets acquired through capital lease obligations |
|
3,747 |
7
1. U.S. GAAP Financial Statements
The accompanying consolidated semi-annual financial statements of NTT DoCoMo, Inc. (the Company) and its subsidiaries
(collectively DoCoMo) have been prepared in accordance with accounting principles generally accepted in the United States. DoCoMo became publicly traded on the New York Stock Exchange in March 2002, and prepares 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.
2. Summary of significant accounting and reporting policies
(1) Adoption of new accounting principles
Accounting
for commissions paid to agents
Effective April 1, 2002, DoCoMo adopted Emerging Issues Task Force (EITF) 01-09, Accounting for
Consideration Given by a Vendor to a Customer or a Reseller of the Vendors Products. The adoption results in the reclassification of certain amounts previously included in non-personnel expenses as a reduction of equipment sales. EITF
01-09 also requires that reduction of revenue and corresponding expenses be recognized at the time of sales, in lieu of the date of payment, which resulted in reduction of net equipment sales and non-personnel expenses by ¥254,990 million and
¥245,000 million, respectively, for the six months ended September 30, 2002. The effect of recognizing the corresponding expenses at the time of sale has resulted in an adjustment as of April 1, 2002 for the cumulative effect of accounting
change in DoCoMos statement of operations and comprehensive income (loss) of ¥35,716 million (net of taxes).
Impairment or
disposal of long-lived assets
Effective April 1, 2002, DoCoMo adopted Statement of Financial Accounting Standards (SFAS) No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supercedes SFAS No. 121 but retains SFAS No. 121s fundamental provisions for (a) recognition and measurement of impairment of long-lived assets to be held
and used and (b) measurements of long-lived assets to be disposed of by sale. SFAS No. 144 also supercedes APB Opinion No. 30 Reporting the Results of Operation-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions for segments of a business to be disposed of. However, it retains APB No. 30s requirement to report discontinued operations separately from continuing operations and extends that
reporting to a component of an entity that either has been disposed of or is classified as held for sale. The adoption of SFAS No. 144 did not have any impact on the financial position or the results of operations of DoCoMo.
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(2) Significant accounting policies
Principles of consolidation
The consolidated financial
statements include the accounts of the Company and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.
Use of estimates
The preparation of DoCoMos consolidated financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
DoCoMo considers cash in banks and short-term highly liquid investments with an original
maturity of three months or less to be cash and cash equivalents.
Inventories
Inventories are stated at the lower of cost or market. The cost of equipment sold is determined by the first-in, first-out method. Inventories consist primarily of handsets and accessories. DoCoMo
evaluates its inventory for obsolescence on a periodic basis and records adjustments as required.
Property, plant and equipment
Property, plant and equipment is stated at cost and includes interest cost incurred during the construction period, as discussed below in
Capitalized interest. Depreciation is computed by the declining-balance method at rates based on the estimated useful lives of the respective assets with the exception of buildings that are depreciated on a straight-line basis. Useful
lives are determined at the time the asset is acquired and are based on expected use, experience with similar assets and anticipated technological or other changes. If technological or other changes occur more or less rapidly or in a different form
than anticipated or the intended use changes, the useful lives assigned to these assets would be adjusted, as appropriate.
The estimated useful lives of depreciable assets are as follows:
Wireless telecommunications equipment |
|
6 to 15 years |
Buildings and structures |
|
15 to 60 years |
Tools, furniture and fixtures |
|
4 to 20 years |
Other outside plant |
|
10 to 42 years |
Other outside plant includes equipment and structures comprising
wireless base stations, including steel towers and concrete poles for antenna facilities. It is included in wireless telecommunications equipment in the consolidated balance sheets.
Depreciation expense for the six months ended September 30, 2002 was ¥275,707 million.
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When depreciable telecommunications equipment is retired or abandoned in the
normal course of business, the amount of such telecommunications equipment is deducted from the respective telecommunications equipment and accumulated depreciation accounts. Any remaining balance is charged to expense immediately.
Expenditures for replacements and betterments are capitalized, while expenditures for maintenance and repairs are expensed as
incurred. Assets under construction are not depreciated until placed in service.
Capitalized interest
DoCoMo capitalizes interest related to the construction of property, plant and equipment over the period of construction. DoCoMo also capitalizes interest associated with
the development of internal-use software. DoCoMo amortizes such capitalized interest over the estimated useful lives of the related assets.
Investments in affiliates
The equity method of accounting is applied for investments in affiliates where DoCoMo owns an aggregate
of 20% to 50% and is able to exercise significant influence over the affiliate. Under the equity method of accounting, DoCoMo records its share of earnings and losses of the affiliate and adjusts its investment amount. For investments of less than
20%, DoCoMo periodically reviews the facts and circumstances related thereto to determine whether or not it can exercise significant influence over the operating and financial policies of the affiliate and, therefore should apply the equity method
of accounting to such investments. Investments of less than 20% in which DoCoMo does not have significant influence are recorded using the cost method of accounting if they are non-marketable securities. For investees accounted for under the equity
method whose year end is December 31, DoCoMo takes its share of income or losses of such investees on a three months lag basis in its consolidated statements of operations and comprehensive income (loss).
DoCoMo evaluates its investments in affiliates for impairment due to declines in value considered to be other than temporary. In
performing its evaluations, the Company utilizes various information, as available, including cash flow projections, independent valuations and, as applicable, stock price analysis. In the event of a determination that a decline in value is other
than temporary, a charge to earnings is recorded for the loss, and a new cost basis in the investment is established.
Marketable
securities
Marketable securities consist of debt and equity securities. DoCoMo accounts for such investments in debt and equity securities in
accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Management determines the appropriate classification of its investment securities at the time of purchase.
Equity securities held by DoCoMo, whose fair values are readily determinable, are classified as available-for-sale. Available-for-sale
securities are carried at fair value with unrealized gains or losses, net of applicable taxes, included as a component of other comprehensive income (loss) in shareholders equity. Equity securities, whose fair values are not readily
determinable, are carried at cost. Other than temporary declines in value are charged to earnings. Realized gains and losses are determined using the average cost method and are reflected in income.
For debt securities classified as held-to-maturity securities, DoCoMo has the intent and ability to hold such securities to maturity.
Held-to-maturity securities are carried at amortized cost and are reduced to net realizable value by a charge to earnings for other than temporary declines in fair value.
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Intangible assets
Intangible assets primarily consist of goodwill, internal-use software and rights to use certain telecommunications assets of wireline carriers. Goodwill is the excess of the acquisition cost of businesses over the fair value of the
identifiable net assets acquired.
DoCoMo accounts for goodwill and other intangible assets in accordance with
SFAS No. 142 Goodwill and Other Intangible Assets. Consequently, DoCoMo does not amortize goodwill, including embedded goodwill created through the acquisition of its investments accounted for under the equity method. Intangible assets
that have finite useful lives, consisting primarily of software for telecommunications network, internal-use software and rights to use telecommunications facilities of wireline carriers are amortized over their useful lives.
DoCoMo has completed the prescribed impairment tests for goodwill under SFAS No. 142 and no impairment charge was required for
the six months ended September 30, 2002.
Embedded goodwill related to equity method investments is tested for
other than temporary impairment in accordance with APB Opinion No. 18 The Equity Method of Accounting for Investments in Common Stock.
DoCoMo capitalizes the cost of internal-use software which has a useful life in excess of one year in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that the software is able to perform a task it previously did not perform. Software maintenance
and training costs are expensed in the period in which they are incurred. Capitalized computer software costs are being amortized on a straight-line basis over a period of 5 years.
Amounts capitalized related to rights to use certain telecommunications assets of wireline carriers, primarily NTT, are being amortized over 20 years.
Impairment of long-lived assets
DoCoMos
long-lived assets other than goodwill, including property, plant and equipment, software and other intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of the asset with future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the loss recognized
is the amount by which the carrying value of the asset exceeds its fair value as measured by discounted cash flows, salvage value or expected net proceeds, depending on the circumstances.
Goodwill is reviewed at least annually for impairment based on the fair value of the business unit to which it relates.
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Derivative financial instruments
DoCoMo accounts for derivative instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138. All derivative
instruments are recorded on the balance sheet at fair value, with the change in the fair value recognized either in other comprehensive income or in net income depending on whether the derivative instrument qualifies as a hedge for accounting
purposes, and if so, the nature of hedging activity.
Cash flows from derivative instruments are classified in the
consolidated statements of cash flows under the same categories as the cash flows from the related assets, liabilities or anticipated transactions.
Employee benefit plans
Pension benefits earned during the year as well as interest on projected benefit obligations are accrued
currently. Prior service costs and credits resulting from changes in plan benefits are amortized over the average remaining service period of the employees expected to receive benefits.
Revenue recognition
DoCoMo generates its revenues from two sourceswireless
services and equipment sales. These revenue sources are separate and distinct earnings processes. Wireless service is sold to the ultimate subscriber directly or through third-party retailers who act as agents, while equipment, including handsets,
are sold principally to primary distributors.
DoCoMo sets its wireless services rates in accordance with the
Japanese Telecommunications Business Law and government guidelines, which currently allow wireless telecommunications operators to set their own tariffs without government approval. Wireless service revenues consist of base monthly service, airtime,
and fees for activation.
Base monthly service and airtime are recognized as revenues as service is provided to
the subscribers. Equipment sales are recognized as revenue upon delivery of the equipment to the customers, after the reduction of certain commission payments to the agents.
Non-recurring upfront fees such as activation fees are deferred and recognized as revenues over the expected term of the customer relationship depending on the service. The
related direct costs are also deferred only to the extent of the upfront fee amount and are being amortized over the same period.
Income taxes
DoCoMo records income taxes to recognize full inter-period tax allocations. Under the liability method of income tax
accounting, deferred tax assets and liabilities are recorded for the estimated future tax effects of carryforwards and temporary differences between the tax basis of an asset or liability and the amount reported in the balance sheet. The amount of
the deferred tax asset or liability is determined by applying enacted statutory tax rates expected to be in effect during the carryforward periods or when the temporary differences reverse. Valuation allowances are recorded to reduce deferred tax
assets when it is more likely than not that a tax benefit will not be realized. In determining the valuation allowance, DoCoMo considers expected future taxable income and available tax planning strategies. To the extent future taxable income is
lower than expected or tax planning strategies become unavailable, the estimated valuation allowance would be increased.
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Earnings per share
Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per
share assumes the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock.
Foreign currency translation
All asset and liability accounts of foreign subsidiaries
and affiliates are translated into Japanese yen at appropriate current rates and all income and expense accounts are translated at rates that approximate those rates prevailing at the time of the transactions. The resulting translation adjustments
are included as a component of accumulated other comprehensive income(loss).
Foreign currency receivables and
payables of DoCoMo are translated at appropriate current rates and the resulting translation gains or losses are included in earnings currently.
DoCoMo transacts limited business in foreign currencies. The effects of exchange rate fluctuations from the initial transaction date to the settlement date are recorded as Other, net in Other expense
(income) in the accompanying statements of operations and comprehensive income (loss).
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3. Segment information
Financial information is available for the following operating segments, and are used to decide the allocation of management resources,
and to evaluate the performance of its segments by DoCoMos chief operating decision maker.
|
|
Six months ended September 30, 2002
|
|
|
(Millions of yen) |
|
|
|
|
|
% |
Operating Revenues |
|
|
|
|
|
Mobile phone business |
|
2,325,758 |
|
|
97.6 |
PHS business |
|
43,585 |
|
|
1.8 |
Quickcast business |
|
4,271 |
|
|
0.2 |
Miscellaneous business |
|
10,650 |
|
|
0.4 |
Consolidated operating Revenues |
|
2,384,264 |
|
|
100.0 |
Operating income (loss) |
|
|
|
|
|
Mobile phone business |
|
656,145 |
|
|
|
PHS business |
|
(15,640 |
) |
|
|
Quickcast business |
|
(971 |
) |
|
|
Miscellaneous business |
|
449 |
|
|
|
Consolidated operating income |
|
639,983 |
|
|
|
Notes:
|
1. |
|
Segment information from the period of six months ended September 30, 2002 is prepared in accordance with U.S. GAAP. |
|
2. |
|
The Company segments its businesses internally as follows: |
|
a. |
|
Mobile phone businessCellular service, FOMA service, packet communications service, satellite mobile communications service, in-flight telephone service
and equipment sales for each service |
|
b. |
|
PHS businessPHS service and PHS equipment sales |
|
c. |
|
Quickcast businessQuickcast service and Quickcast equipment sales (formerly paging service and paging equipment sales) |
|
d. |
|
Miscellaneous businessInternational dialing service and other miscellaneous businesses |
DoCoMo does not disclose geographical segments, since operating revenues generated outside Japan are immaterial.
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4. Marketable securities and other investments
Marketable securities and other investments as of September 30, 2002 comprised the following:
|
|
Millions of yen
|
|
|
September 30, 2002 |
Marketable securities: |
|
|
Available-for-sale |
|
2,636 |
Held-to-maturity |
|
20 |
Other investments: |
|
9,708 |
|
|
|
Total |
|
12,364 |
|
|
|
The aggregate fair value, gross unrealized holding gains and
losses, and cost by type of marketable security at September 30, 2002 are as follows:
|
|
Millions of yen
|
|
|
September 30, 2002
|
|
|
Cost/Amortized cost
|
|
Gross unrealized holding gains
|
|
Gross unrealized holding losses
|
|
Fair value
|
Available-for-sale: |
|
|
|
|
|
|
|
|
Equity securities |
|
1,068 |
|
721 |
|
32 |
|
1,757 |
Debt securities |
|
800 |
|
79 |
|
|
|
879 |
Held-to-maturity: |
|
|
|
|
|
|
|
|
Debt securities |
|
20 |
|
2 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
The proceeds and gross realized gains (losses) from the sale of
available-for-sale securities and other investments are as follows:
|
|
Millions of yen
|
|
|
Six months ended September 30, 2002 |
Proceeds |
|
2,129 |
Gross realized gains |
|
90 |
Gross realized losses |
|
|
|
|
|
Maturities of debt securities classified as held-to-maturity at
September 30, 2002 are as follows:
|
|
Millions of yen
|
|
|
September 30, 2002
|
|
|
Carrying amounts
|
|
Fair value
|
Due after 1 year through 5 years |
|
20 |
|
22 |
Due after 5 years through 10 years |
|
|
|
|
|
|
|
|
|
Total |
|
20 |
|
22 |
|
|
|
|
|
Actual maturities may differ from contractual maturities because
some issuers have the right to call or prepay obligations.
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5. Intangible assets
The following table displays the intangible assets at September 30, 2002.
|
|
Millions of yen
|
|
|
September 30, 2002
|
|
|
Gross carrying amount
|
|
Accumulated amortization
|
Intangible assets: |
|
|
|
|
Software for telecommunications network |
|
307,868 |
|
159,278 |
Internal-use software |
|
447,131 |
|
212,218 |
Rights to use telecommunications facilities of wireline carriers |
|
48,219 |
|
15,979 |
Other |
|
25,504 |
|
794 |
|
|
|
|
|
|
|
828,722 |
|
388,269 |
|
|
|
|
|
Amortization of intangible assets for the six months ended
September 30, 2002 was ¥60,863 million.
6. Other assets
Other assets are summarized as follows:
|
|
Millions of yen
|
|
|
September 30, 2002
|
Deposits |
|
66,508 |
Deferred customer activation costs |
|
66,318 |
Other |
|
6,966 |
|
|
|
Total |
|
139,792 |
|
|
|
7. Fair value of financial instruments
All cash and temporary cash investments, current receivables, current payables, and certain other short-term financial
instruments are short-term in nature, and therefore their carrying amount approximates fair value.
Long-term debt, including current
portion
The fair value of long-term debt is estimated based on the discounted amounts of future cash flows using DoCoMos current incremental
borrowing rates for similar liabilities.
The carrying amounts and the estimated fair values of long-term debt,
including current portion at September 30, 2002 are as follows:
|
|
Millions of yen
|
|
|
September 30, 2002
|
|
|
Carrying amounts
|
|
Fair value
|
Long-term debt, including current portion |
|
1,398,050 |
|
1,446,935 |
|
|
|
|
|
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Risk management
DoCoMos earnings and cash flows may be negatively impacted by fluctuating interest and foreign exchange rates. DoCoMo enters into interest rate swap and foreign currency forward contracts to manage these risks. These derivative
financial instruments are executed with creditworthy financial institutions, and DoCoMo management believes there is little risk of default by these counterparties.
Interest rate swap agreements
Although most of DoCoMos debt carries a fixed rate of
interest, a small portion carries floating rates. DoCoMo enters into interest rate swap agreements to manage interest rate risk on these floating rate liabilities. These interest rate swap agreements exchange floating rate interest payments for
fixed rate interest payments.
The table below shows the notional principal amounts of those derivative financial
instruments at September 30, 2002:
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
|
|
Weighted average rate
|
|
|
September 30, 2002
|
|
|
|
Term
|
|
Receive floating
|
|
|
Pay fixed
|
|
|
Notional amounts
|
|
Fair value
|
|
Interest rate swap agreements |
|
1995-2005 |
|
0.6 |
% |
|
2.6 |
% |
|
5,500 |
|
(188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The interest rate swap agreements have remaining terms to maturity
between 3 months and 3.25 years.
The fair value of interest rate swaps was obtained from counterparty financial
institutions and represents the amounts that DoCoMo could have settled with the counterparties to terminate the swaps outstanding at September 30, 2002.
Concentrations of risk
As of September 30, 2002, DoCoMo did not have any significant concentration of business transacted with an
individual counterparty or groups of counterparties that could, if suddenly eliminated, severely impact its operations.
8. Shareholders equity
Stock split
On May 15, 2002, each share of common stock held by a shareholder or registered beneficial shareholder of record on March 31, 2002 was divided into five shares.
Share repurchase
The Company
acquired some of its shares during the six months ended September 30, 2002 in order to perform the share exchange described below in the subsequent events.
(1) Class of shares repurchased: |
|
Shares of common stock of the Company |
(2) Aggregate number of shares repurchased: |
|
870,000 shares (1.73% of outstanding shares) |
(3) Aggregate amount of repurchase price: |
|
¥234,462 million |
(4) Method of repurchase: |
|
Repurchase in the market |
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Interim dividend
The Company suspended the interim dividend payment for the six months ended September 30, 2002, because the Company is unable to satisfy the conditions set forth in the Commercial Code of Japan after the repurchase of its own shares
which were required for the share exchange, as approved at the regular annual shareholders meeting held on June 20, 2002.
9. Equity in net losses of affiliates
For the six months ended
September 30, 2002, Equity in net losses of affiliates includes the recognition of impairment charges related to the investments in the following affiliates (net of taxes) :
AT&T Wireless Services, Inc. |
|
¥167,584 million |
KPN Mobile N.V. |
|
¥67,949 million |
Hutchison 3G UK Holdings Limited |
|
¥72,233 million |
10. Earnings per share data
Basic and diluted earnings per share for the six months ended September 30, 2002 are as follows:
|
|
Six months ended September 30, 2002
|
Weighted average number of common shares outstandingbasic and diluted |
|
49,882,337 |
Basic and diluted earnings per share |
|
¥83.68 |
|
|
|
DoCoMo has no dilutive securities outstanding at September 30,
2002, and therefore there is no difference between basic and diluted earnings per share.
Net assets per share at
September 30, 2002 is ¥61,042.08.
11. Guarantee
In connection with its investment in Hutchison Telephone Company Limited (HTCL), DoCoMo has agreed to provide a back-up guarantee in support of HTCL and
Hutchison Telecommunications Limited, each of which has agreed to indemnify a certain financial institution in the event that this financial institution is called upon to perform under a guarantee that it has provided in support of HTCL with respect
to certain contracts and obligations owed to governmental authorities by HTCL. DoCoMo has agreed to contribute up to HK$25,370 thousand (¥399 million), which represents its proportionate share of the obligations of HTCL based on its percentage
shareholding of HTCL. In this regard, DoCoMo has a HK$2,027 thousand (¥31 million) indemnity outstanding as of September 30, 2002.
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(1) Collateral pledge of shares of affiliated companies
In connection with a loan facility of HTCL, an
affiliate company, DoCoMo has agreed to pledge certain of HTCL shares, owned by Lugton Limited, a subsidiary of DoCoMo, as collateral by the end of December 2002.
The carrying value of the shares and principal terms of the pledge agreement are as follows:
Total number of shares to be pledged |
|
4,793 (% to total number of outstanding stocks of HTCL: 3.8%) |
Book value of shares to be pledged |
|
7,489 million yen |
Period of to be pledged |
|
Until full repayment (March 31, 2007) |
Enforcement of security |
|
In case of default defined in the facility agreement |
These shares are included in investments in affiliates on the
consolidated semi-annual balance sheet.
(2) Investment in KPN Mobile N.V.
On November 15, 2002, DoCoMo was requested by KPN Mobile N.V. (KPNM) to subscribe for additional shares of KPNM due to the recent debt-equity swap between KPNM and its
parent company, Koninklijke KPN N.V
In response, at the Board of Directors meetings held on December 10,
2002, the Board of Directors decided not to exercise its right to subscribe for additional shares of KPNM. DoCoMo has been accounting for its investment in KPNM under the equity method. However, since, DoCoMos percentage shareholding will
decrease, and it will lose certain of its minority shareholders interests such as Board representation, it will no longer have the ability to exercise significant influence over KPNM. Consequently, DoCoMo will remove KPNM from the scope of
equity method accounting.
Due to the impairment loss recognized for the six months ended September 30, 2002, the
book value of the investment in KPNM as of September 30, 2002 is zero.
(3) Share exchanges
The Company completed the planned share exchanges and made the regional subsidiaries wholly-owned on November 1, 2002. As a result, the treasury stock amount of
¥234,462 million in the accompanying consolidated balance sheet as of September 30, 2002 was decreased by ¥231,885 million.
(4) Arbitration decision made by the Minister of Public Management, Home Affairs, Posts and Telecommunications (MPHPT) in regard to negotiation between carriers
On November 22, 2002, The MPHPT made an arbitration decision concerning the application by HEISEI DENDEN CO., LTD. (HEISEI DENDEN) in
regard to the negotiation between the Company and its subsidiaries (the DoCoMo group) and HEISEI DENDEN that HEISEI DENDEN shall set charges for calls generated from the HEISEI DENDEN network that accessed to the DoCoMo group network.
(This arbitration decision excludes the calls that are generated from the NTT East network or NTT West network, and are relayed by the HEISEI DENDEN network, and accessed by the DoCoMo group network.) DoCoMo is now investigating what measures, if
any should be taken.
19
For Immediate Release
NTT DoCoMo, Inc.
Sanno Park Tower 2-11-1,
Nagatacho, Chiyoda-ku,
Tokyo 100-6150 Japan
NTT DoCoMo
and AT&T Wireless Outline Plans
To Deploy W-CDMA Services
In Four Major U.S. Markets By the end of December 2004
TOKYO, JAPAN, December 26, 2002
NTT DoCoMo, Inc. (NTT DoCoMo) and AT&T Wireless Services, Inc. (AT&T Wireless) today announced the four major U.S. markets in which AT&T Wireless commits to first deploy and launch W-CDMA. This will be
the first deployment of true 3G wireless data services based on W-CDMA Technology in North America. Commercial launch in the four U.S. markets is planned by the end of December 2004 in San Francisco, Seattle, Dallas and San Diego.
NTT DoCoMo and AT&T Wireless also agreed to form a special committee (Technology Committee) of the AT&T
Wireless Board of Directors to oversee the results of the four-city launch and make recommendations to the full Board about the scope and timing of future W-CDMA rollouts. An NTT DoCoMo representative will be included in this committee. In
addition, reflecting the strong partnership and continuing close working relations between the two companies, a second DoCoMo representative will be appointed to the AT&T Wireless Board of Directors and it was agreed that NTT DoCoMo will be
consulted (Consultation Right)on various strategic issues.
Based on todays agreement, the
Investor Agreement signed in December 2000, which includes the clause that AT&T Wireless plans to launch 3G services based on W-CDMA technology in 13 of the top 50 wireless markets by June 30 2004, has been amended to reflect the W-CDMA
deployment plans outlined in todays announcement. NTT DoCoMo will strengthen its support for AT&T Wireless commercial 3G deployments in the U.S. In this November, prior to the launch at the end of 2004, the companies have jointly
established a 3G demonstration room in the AT&T Wireless office in New York where visitors can experience W-CDMAs many advanced features.
For further inquiries, please contact:
Public Relations Department
Susumu Takeuchi
Manager
International PR
NTT DoCoMo, Inc.
Tel: +81-3-5156-1366
(9:30~19:00 Japan Standard Time)
Fax: +81-3-5501-3408
Mobile: +81-90-5400-1142
e-mail: press_dcm@nttdocomo.com
website: http://www.nttdocomo.com