e20vf
As filed with the Securities and
Exchange Commission on June 24, 2010
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 20-F
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o
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
March 31, 2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OR
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o
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this
shell company report
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Commission file number: 1-31221
Kabushiki Kaisha NTT
DOCOMO
(Exact name of registrant as
specified in its charter)
NTT DOCOMO, INC.
(Translation of
registrants name into English)
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Japan
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Sanno Park Tower
11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
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(Jurisdiction of incorporation
or organization)
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(Address of principal executive offices)
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Yuko Nakamura or Natsuki Wajima, Investor Relations
TEL: +81-3-5156-1111 / FAX: +81-3-5156-0271
Sanno Park Tower, 2-11-1 Nagata-cho, Chiyoda-ku, Tokyo
100-6150
Japan
(Name, Telephone,
E-mail and
/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
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Title of each class
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Name of each exchange on which registered
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Common Stock*
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New York Stock Exchange
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Securities registered or to be registered pursuant to
Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close
of the period covered by the annual report.
As of March 31, 2010, 41,605,742 shares of common
stock were outstanding, comprised of 41,450,317 shares and
15,542,500 ADSs (equivalent to 155,425 shares).
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of
1934. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this
filing:
U.S. GAAP
þ
International Financial Reporting Standards as issued by the
International Accounting Standards Board
o
Other
o
If Other has been checked in response to the
previous question, indicate by check mark which financial
statement item the registrant has elected to follow.
Item 17
o
Item 18
o
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
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*
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Not for trading, but only in
connection with the listing of the American Depositary Shares.
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Special
Note Regarding Forward-looking Statements
This annual report contains forward-looking statements such as
forecasts of results of operations, management strategies,
objectives and plans, forecasts of operational data such as the
expected number of subscription, and the expected dividend
payments. All forward-looking statements that are not historical
facts are based on managements current plans,
expectations, assumptions and estimates based on the information
currently available. Some of the projected numbers in this
report were derived using certain assumptions that are
indispensable for making such projections in addition to
historical facts. These forward-looking statements are subject
to various known and unknown risks, uncertainties and other
factors that could cause our actual results to differ materially
from those contained in or suggested by any forward-looking
statement. Potential risks and uncertainties include, without
limitation, the following:
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1.
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Changes in the business environment in the telecommunications
industry, such as intensifying competition from other service
providers or other technologies caused by Mobile Number
Portability, new market entrants and other factors, could limit
our acquisition of new subscriptions and retention of existing
subscriptions, or may lead to diminishing ARPU or an increase in
our costs and expenses.
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2.
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Current and new services, usage patterns, and sales schemes
introduced by our corporate group may not develop as planned,
which could affect our financial condition and limit our growth.
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3.
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The introduction or change of various laws or regulations or the
application of such laws and regulations to our corporate group
could restrict our business operations, which may adversely
affect our financial condition and results of operations.
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4.
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Limitations in the amount of frequency spectrum or facilities
made available to us could negatively affect our ability to
maintain and improve our service quality and level of customer
satisfaction.
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5.
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Other mobile service providers in the world may not adopt the
technologies that are compatible with those used by our
corporate groups mobile communications system on a
continual basis, which could affect our ability to sufficiently
offer international services.
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6.
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Our domestic and international investments, alliances and
collaborations may not produce the returns or provide the
opportunities we expect.
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7.
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As electronic payment capability and many other new features are
built into our cellular phones/devices, and services of parties
other than those belonging to our corporate group are provided
through our cellular handsets/devices, potential problems
resulting from malfunctions, defects or loss of
handsets/devices, or imperfection of services provided by such
other parties may arise, which could have an adverse effect on
our financial condition and results of operations.
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8.
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Social problems that could be caused by misuse or
misunderstanding of our products and services may adversely
affect our credibility or corporate image.
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9.
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Inadequate handling of confidential business information
including personal information by our corporate group,
contractors and others, may adversely affect our credibility or
corporate image.
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10.
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Owners of intellectual property rights that are essential for
our business execution may not grant us the right to license or
otherwise use such intellectual property rights on acceptable
terms or at all, which may limit our ability to offer certain
technologies, products
and/or
services, and we may also be held liable for damage compensation
if we infringe the intellectual property rights of others.
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11.
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Natural disasters, power shortages, malfunctioning of equipment,
software bugs, computer viruses, cyber attacks, hacking,
unauthorized access and other problems could cause failures in
the networks distribution channel
and/or other
factors required for the provision of service, disrupting our
ability to offer services to our subscribers and may adversely
affect our credibility or corporate image.
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12.
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Concerns about wireless telecommunication health risks may
adversely affect our financial condition and results of
operations.
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13.
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Our parent company, NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(NTT), could exercise influence that may not be in the interests
of our other shareholders.
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Our actual results could be materially different from and worse
than as described in the forward-looking statements. Important
risks and factors that could cause our actual results to be
materially different from as described in the forward-looking
statements are set forth in Item 3.D. and elsewhere in this
annual report.
1
PART I
As used in this annual report, references to
DOCOMO, the Company, we,
our, our group and us are to
NTT DOCOMO, INC. and its subsidiaries except as the context
otherwise requires.
The year ended March 31, 2010 refers to our
fiscal year ended March 31, 2010, and other fiscal years
are referred to in a corresponding manner.
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Item 1.
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Identity
of Directors, Senior Management and Advisers
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Not applicable.
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Item 2.
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Offer
Statistics and Expected Timetable
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Not applicable.
A. Selected
Financial Data
The following tables include selected historical financial data
as at and for each of the years ended March 31, 2006
through 2010. The data as at and for the years ended
March 31, 2006 through 2010 in the table is derived from
our audited consolidated financial statements prepared in
accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). The
consolidated balance sheets for the years ended March 31,
2009 and 2010, the related consolidated statements of income and
comprehensive income, changes in equity and cash flows for each
of the years ended March 31, 2008 through 2010, and Notes
thereto appear elsewhere in this annual report.
Selected
Financial Data
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As of and for the year ended March 31,
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2006
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2007
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2008
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2009
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2010
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(in millions, except per share data)
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Income Statement Data
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Operating revenues:
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Wireless services
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¥
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4,295,856
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¥
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4,314,140
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¥
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4,165,234
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¥
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3,841,082
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¥
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3,776,909
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Equipment sales
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470,016
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473,953
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546,593
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606,898
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507,495
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Total
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4,765,872
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4,788,093
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4,711,827
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4,447,980
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4,284,404
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Operating expenses
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3,933,233
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4,014,569
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3,903,515
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3,617,021
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3,450,159
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Operating income
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832,639
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773,524
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808,312
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830,959
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834,245
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Other income
(expense)(1)
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119,664
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(581
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)
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(7,624
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)
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(50,486
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)
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1,912
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Income before income taxes and equity in net income (losses)
of affiliates
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952,303
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772,943
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800,688
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780,473
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836,157
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Income taxes
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341,382
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313,679
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322,955
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308,400
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338,197
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Income before equity in net income (losses) of affiliates
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610,921
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459,264
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477,733
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472,073
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497,960
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Equity in net income (losses) of affiliates, net of applicable
taxes(2)(3)
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(364
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)
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(1,941
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)
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13,553
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(672
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)
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(852
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)
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Net Income
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610,557
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457,323
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491,286
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471,401
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497,108
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Less: Net (income) loss attributable to noncontrolling interests
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(76
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)
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(45
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)
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(84
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)
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472
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(2,327
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)
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Net income attributable to NTT DOCOMO, INC.
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¥
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610,481
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¥
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457,278
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¥
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491,202
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¥
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471,873
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¥
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494,781
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2
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As of and for the year ended March 31,
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2006
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2007
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2008
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2009
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2010
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(in millions, except per share data)
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Per Share Data
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Basic and diluted earnings per share attributable to NTT DOCOMO,
INC.
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¥
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13,491
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¥
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10,396
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¥
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11,391
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¥
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11,172
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¥
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11,864
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Dividends declared and paid per share
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¥
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3,000
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¥
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4,000
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¥
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4,400
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¥
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4,800
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¥
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5,000
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Dividends declared and paid per
share(4)
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$
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25.54
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$
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34.03
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$
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44.07
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$
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48.41
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$
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53.53
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Weighted average common shares
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Outstanding Basic and Diluted (shares)
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45,250,031
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43,985,082
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43,120,586
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42,238,715
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41,705,738
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Balance Sheet Data
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Working
capital(5)
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¥
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558,459
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¥
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568,988
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¥
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533,465
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¥
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679,293
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¥
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872,816
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Total property, plant and equipment, net
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2,777,454
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2,900,653
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2,834,607
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2,691,485
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2,607,590
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Total assets
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6,365,257
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6,116,215
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6,210,834
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6,488,220
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6,756,775
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Total
debt(6)
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792,405
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602,965
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478,464
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639,233
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610,347
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Total liabilities
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2,312,120
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1,953,748
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1,933,050
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2,144,912
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|
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2,094,329
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Common stock
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949,680
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|
949,680
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949,680
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|
949,680
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949,680
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Total NTT DOCOMO, INC. shareholders equity
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4,052,017
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4,161,303
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4,276,496
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4,341,585
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4,635,877
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Total Equity
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4,053,137
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4,162,467
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4,277,784
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4,343,308
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|
|
|
4,662,446
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|
Other Financial Data
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Depreciation and amortization expenses and loss on sale or
disposal of property, plant and equipment
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774,137
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|
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|
801,046
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|
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|
830,784
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|
|
|
847,463
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|
|
|
733,881
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Net cash provided by operating activities
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|
1,610,941
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|
|
|
980,598
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|
|
|
1,560,140
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|
|
|
1,173,677
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|
|
|
1,182,818
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|
Net cash used in investing activities
|
|
|
(951,077
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)
|
|
|
(947,651
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)
|
|
|
(758,849
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)
|
|
|
(1,030,983
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)
|
|
|
(1,163,926
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)
|
Net cash used in financing activities
|
|
|
(590,621
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)
|
|
|
(531,481
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)
|
|
|
(497,475
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)
|
|
|
(182,441
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)
|
|
|
(260,945
|
)
|
Margins (percent of operating revenues):
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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Operating income margin
|
|
|
17.5
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%
|
|
|
16.2
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%
|
|
|
17.2
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%
|
|
|
18.7
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%
|
|
|
19.5
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%
|
Net income margin
|
|
|
12.8
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%
|
|
|
9.6
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%
|
|
|
10.4
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%
|
|
|
10.6
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%
|
|
|
11.5
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%
|
(Notes)
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|
(1)
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|
Includes an aggregate gain on the
sales of Hutchison 3G UK Holdings Limited and KPN-Mobile N.V.
shares of ¥101,992 million for the year ended
March 31, 2006.
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|
(2)
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Includes impairment of investments
in affiliates. See Note 5 of Notes to Consolidated
Financial Statements.
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(3)
|
|
Net of deferred taxes of
¥(1,653) million, ¥850 million,
¥(9,257) million, ¥567 million and
¥1,271 million in the years ended March 31 2006, 2007,
2008, 2009 and 2010, respectively.
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(4)
|
|
The dividends per share were
translated into U.S. dollars at the relevant record date.
|
|
(5)
|
|
Working capital was computed by
subtracting total current liabilities from total current assets.
|
|
(6)
|
|
Total debt includes total
short-term debt (including commercial paper and current portion
of long-term debt) and long-term debt.
|
3
Exchange
Rate Data
The following table shows the exchange rates for Japanese yen
per $1.00 based upon the noon buying rate in New York City for
cash transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York:
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
Fiscal Year Ended March
31,
|
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High
|
|
Low
|
|
Average*
|
|
Period-end
|
|
2006
|
|
|
120.93
|
|
|
|
104.41
|
|
|
|
113.15
|
|
|
|
117.48
|
|
2007
|
|
|
121.81
|
|
|
|
110.07
|
|
|
|
116.92
|
|
|
|
117.56
|
|
2008
|
|
|
124.09
|
|
|
|
96.88
|
|
|
|
114.31
|
|
|
|
99.85
|
|
2009
|
|
|
110.48
|
|
|
|
87.80
|
|
|
|
100.62
|
|
|
|
99.15
|
|
2010
|
|
|
100.71
|
|
|
|
86.12
|
|
|
|
92.93
|
|
|
|
93.40
|
|
Calendar Year 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
93.08
|
|
|
|
86.62
|
|
|
|
89.95
|
|
|
|
93.08
|
|
Calendar Year 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
93.31
|
|
|
|
89.41
|
|
|
|
91.10
|
|
|
|
90.38
|
|
February
|
|
|
91.94
|
|
|
|
88.84
|
|
|
|
90.14
|
|
|
|
88.84
|
|
March
|
|
|
93.40
|
|
|
|
88.43
|
|
|
|
90.72
|
|
|
|
93.40
|
|
April
|
|
|
94.51
|
|
|
|
92.03
|
|
|
|
93.45
|
|
|
|
94.24
|
|
May
|
|
|
94.68
|
|
|
|
89.89
|
|
|
|
91.97
|
|
|
|
90.81
|
|
June (through June 11, 2010)
|
|
|
92.33
|
|
|
|
91.04
|
|
|
|
91.68
|
|
|
|
91.72
|
|
|
|
|
* |
|
For fiscal years, calculated from the average of the exchange
rates on the last day of each month during the period. For
calendar year months, calculated based on the average of daily
closing exchange rates. |
|
|
B.
|
Capitalization
and Indebtedness
|
Not applicable.
|
|
C.
|
Reasons
for the Offer and Use of Proceeds
|
Not applicable.
Risks
Relating to Our Business
Changes in the business environment in the
telecommunications industry, such as intensifying competition
from other service providers or other technologies caused by
Mobile Number Portability, new market entrants and other
factors, could limit our acquisition of new subscriptions and
retention of existing subscriptions, or may lead to diminishing
ARPU or an increase in our costs and expenses.
Market changes such as the introduction of Mobile Number
Portability (MNP) and the emergence of new service
providers are resulting in increasing competition from other
service providers in the telecommunications industry. For
example, other mobile service providers have introduced new
products and services including 3G handsets, music player
handsets, music distribution services, and flat-rate services
for voice communications and
e-mail
limited to specified recipients, and installment sales methods
for handsets. There are also providers that now offer or may in
the future offer services such as combined billing, aggregated
point programs, and services offering free calls between
fixed-line and cellular phones in conjunction with fixed-line
communications, which may be more convenient for customers.
At the same time, there may be increased competition resulting
from the introduction of other new services and technologies,
especially low-priced and flat-rate services, such as fixed-line
or mobile IP phones, high-speed broadband Internet service and
digital broadcasting, wireless LAN, and so on or convergence of
these services.
4
In addition to competition from other service providers and
technologies, there are other factors increasing competition
among mobile network operators in Japan such as saturation in
the Japanese cellular market, changes to business and market
structures due to the entry of competitors in the market,
including MVNOs* and competitors from other industries, changes
in the regulatory environment, and increased rate competition.
Under these circumstances, the number of net new subscriptions
we acquire may continue to decline in the future and may not
reach the number we expect. Also, in addition to difficulty
acquiring new subscriptions, we may not be able to maintain
existing subscriptions at expected levels due to increased
competition among cellular service providers in the areas of
rates and services. Furthermore, in order to capture new
subscriptions and maintain existing subscriptions, we may need
to incur higher than expected costs. In this fierce market
environment, in order to provide advanced services and increase
convenience to our customers, we have made various rate
revisions such as the introduction in June 2004 of
Pake-hodai, which is a packet flat-rate service for
FOMA i-mode, the introduction of a new unified rate plan for
FOMA services and mova services in November 2005 that users find
simple and easy to understand, the introduction in March 2006 of
a new rate plan that enables users to apply Pake-hodai to all
FOMA services, the introduction in March 2007 of
Pake-hodai full, a service that enables subscribers
with full-browser handsets to view not only i-mode but also PC
websites and video for a flat monthly rate, the introduction in
August 2007 of Fami-wari MAX 50 and Hitoridemo
Discount 50, which give a uniform 50% discount on basic
monthly charges, regardless of length of subscription period,
the introduction in April 2008 of a new rate plan that allows
users in the same Family Discount group to make free
domestic calls to each other 24 hours a day, the
introduction in October 2008 of the packet flat-rate service,
Pake-hodai double, with monthly charges varying
according to usage, and the introduction in December 2009 of
Mail Tsukai-hodai, a payment plan that allows use of
domestic i-mode
e-mail, free
of charges, regardless of the destination
e-mail
address or whether photos, videos or other files are attached.
However, we cannot be certain that these measures will enable us
to acquire new and maintain existing subscriptions. Furthermore,
these rate revisions are expected to lead to a certain decline
in ARPU, but if the trend of subscriptions of Family
Discount and switching to flat-rate services increases
more than we expect, our ARPU may decrease more than we expect.
Furthermore, if the market growth slows or the market shrinks
due to the economic downturn, APRU may decrease even more than
forecast and we may not be able to capture new subscriptions or
maintain the existing number of subscriptions at the level we
expect. The foregoing factors may have a material adverse effect
on our financial condition and operating results.
|
|
* |
Abbreviation of Mobile Virtual Network Operator. A business that
borrows the wireless communication infrastructure of other
companies to provide services.
|
Current and new services, usage patterns, and sales
schemes introduced by our corporate group may not develop as
planned, which could affect our financial condition and limit
our growth.
We view increase in revenue through the expansion of packet
communication services and other data communication services
from promotion of use of various i-mode services and through the
development and expansion of new services focused on i-mode
FeliCa, such as credit services, which are useful in everyday
life and business, as important factors to our future growth.
However, a number of uncertainties may arise to prevent the
development of these services and constrain our growth.
Furthermore, if market growth slows or the market shrinks due to
the economic downturn, the services, forms of usage, and sales
methods provided by us may not develop sufficiently, which could
affect our financial conditions and limit our growth. In
particular, we cannot be certain whether or not the following
can be achieved:
|
|
|
|
|
We will be able to find the partners and content providers
needed to provide the new services and forms of usage we are
introducing and persuade a sufficient number of vendors and
other establishments to install i-mode FeliCa readers;
|
|
|
|
We will be able to provide planned new services and forms of
usage as scheduled and keep costs needed for the deployment and
expansion of such services within budget;
|
|
|
|
The services and installment sales and other methods we offer
and plan to offer will be attractive to current and potential
subscribers and there will be sufficient demand for such
services;
|
5
|
|
|
|
|
Manufacturers and content providers will steadily create and
offer products including handsets for our 3G system and handsets
and programming for our 3G i-mode services at appropriate prices
and on a timely basis;
|
|
|
|
Our current and future data communication services including
i-mode and other services will be attractive to existing and
potential subscribers and achieve continued or new growth;
|
|
|
|
Demand in the market for mobile handset functionality will be as
we envision and as a result our handset procurement costs will
be reduced, which will enable us to offer our handsets at
appropriate prices; and
|
|
|
|
We will be able to commence services with improved data
communication speed enabled by HSDPA*, HSUPA** and LTE***
technology as planned.
|
If the development of our new services or forms of use is
limited, it may have a material effect on our financial
condition and results of operations.
|
|
|
* |
|
Abbreviation of High Speed Downlink Packet Access. A technology
for high-speed packet data transmission from base station to
handset based on Wideband Code Division Multiple Access, or
W-CDMA. |
|
** |
|
Abbreviation of High Speed Uplink Packet Access. A technology
for high-speed packet data transmission from handset to base
station based on W-CDMA. |
|
*** |
|
Abbreviation of Long Term Evolution. A mobile communications
protocol with specifications formulated by the
3rd Generation Partnership Project. |
The introduction or change of various laws or regulations
or the application of such laws and regulations to our corporate
group could restrict our business operations, which may
adversely affect our financial condition and results of
operations.
The Japanese telecommunications industry has been undergoing
regulatory reform in many areas including rate regulation.
Because we operate on radio spectrum allocated by the
Government, the mobile telecommunications industry in which we
operate is particularly affected by the regulatory environment.
Various governmental bodies have been recommending or
considering changes that could affect the mobile
telecommunications industry, and there may be continued reforms
including the introduction or revision of laws or regulations
that could have an adverse effect on us. These include:
|
|
|
|
|
Regulations to increase handset competition such as SIM* lock
removal regulations;
|
|
|
|
Revision of the spectrum allocation system such as reallocation
of spectrum and introduction of an auction system;
|
|
|
|
Measures to open up some segments of telecommunication platform
functions such as authentication and payment collection to other
corporations;
|
|
|
|
Rules that could require us to open our i-mode service to all
content providers and Internet service providers or that could
prevent us from setting or collecting i-mode content fees or
putting i-mode service on cellular phone handsets as an initial
setting;
|
|
|
|
Regulations to prohibit or restrict certain content or
transactions or mobile Internet services such as i-mode;
|
|
|
|
Measures which would introduce new costs such as the designation
of mobile phone communication as a universal service and other
changes to the current universal service fund system;
|
|
|
|
Fair competition measures to promote new entry by MVNOs;
|
|
|
|
Introduction of new measures to promote competition based on a
review of the designated telecommunications facilities system
(dominant carrier regulation);
|
|
|
|
Review of the structure of the NIPPON TELEGRAPH AND TELEPHONE
CORPORATION (NTT) Group, which includes our
Group; and
|
6
|
|
|
|
|
Other measures including competition safeguard measures directed
toward us, NTT East and NTT West, revision of the rules of
access charge between operators to enhance competition that
would restrict our business operations in the telecommunications
industry.
|
In addition to the above proposed changes that may impact the
mobile communications business, we may be impacted by a variety
of laws, regulations and systems. For example, in response to an
increase in the number of our subscribers, we have proceeded
with the enhancement of our telecommunications facilities in
order to improve the service we provide to our subscribers. As a
result, we are using an increasing amount of electricity.
Moreover, we are implementing measures directed towards reducing
greenhouse gas emissions, including deployment of low-power
consumption devices and efficient power generators. However,
with the implementation of regulations and other measures aimed
at reducing greenhouse gas emissions, our cost burdens may
increase, and this may have an adverse effect on our financial
condition and results of operations.
It is difficult to predict with certainty if any proposed
changes impacting the mobile telecommunications business or if
any other relevant laws, regulations or systems will be drafted,
and if they are implemented, the extent to which our business
will be affected. However, if any one or more of the above
proposed changes impacting the mobile telecommunications
business occurs, or if laws, regulations or systems are
introduced, reformed, or become applicable to us, we may
experience constraints on the provision of our mobile
communication services and changes may arise in our existing
revenue structure, and this may have an adverse effect on our
financial condition and results of operations.
|
|
* |
Abbreviation of Subscriber Identity Module. An IC card inserted
into a handset on which subscriber information is recorded, used
to identify user.
|
Limitations in the amount of frequency spectrum or
facilities made available to us could negatively affect our
ability to maintain and improve our service quality and level of
customer satisfaction.
One of the principal limitations on a cellular communication
networks capacity is the available radio frequency
spectrum we can use. There are limitations in the spectrum and
facilities available to us to provide our services. As a result,
in certain parts of metropolitan Tokyo and Osaka, such as areas
near major train stations, our cellular communication network
operates at or near the maximum capacity of its available
spectrum during peak periods, which may cause reduced service
quality. In addition, the quality of the services we provide may
also decrease due to the limited processing capacity of our base
stations and switching facilities during peak usage periods if
our subscription base dramatically increases or the volume of
content such as images and music provided through our networks
significantly expands. Also, in relation to our FOMA services,
packet flat-rate service for FOMA, and our flat-rate service
that enables subscribers to view full-browser PC websites and
video, an increase in the number of subscriptions and traffic
volume of our subscribers may go substantially beyond our
projections, we may not be able to process such traffic with our
existing facilities and our quality of service may decline.
Furthermore, with an increasing number of subscriptions and
traffic volume, our quality of service may decline if we cannot
obtain the necessary allocation of spectrum from the Government
for the smooth operation of our business.
We may not be able to avoid reduced quality of services despite
our continued efforts to improve the efficiency of our use of
spectrum through technology and to acquire new spectrum. If we
are not able to successfully address such problems in a timely
manner, we may experience constraints on the growth of our
mobile communication services or lose subscribers to our
competitors, which may materially affect our financial condition
and results of operations.
Other mobile service providers in the world may not adopt
the technologies that are compatible with those used by our
corporate groups mobile communications system on a
continual basis, which could affect our ability to sufficiently
offer international services.
We are able to offer global roaming services on a worldwide
basis, on the condition that a sufficient number of other mobile
service providers have adopted technologies that are compatible
with the technology we use on our mobile communications systems.
We expect that our overseas affiliates, strategic partners and
many other mobile service providers will continue to use
technologies compatible with ours, but there is no guarantee of
this in the future.
7
If a sufficient number of mobile service providers do not adopt
technologies compatible with ours, if mobile service providers
switch to other technologies, or if there is a delay in the
introduction of compatible technologies, we may not be able to
offer international roaming or other services as expected and we
may not be able to offer our subscribers the convenience of
overseas services.
Also, we cannot be sure that handset manufactures or
manufactures of network equipment will be able to appropriately
and promptly adjust their products if we need to change the
handsets or network we currently use due to a change in our
standard technology, and the handsets or network we currently
use need to be changed.
If such technologies compatible with the technologies we have
adopted do not develop as we expect and we are not able to
maintain or improve the quality of our overseas services or
enjoy the benefits of global economies of scale, this may have
an adverse effect on our financial condition and results of
operations.
Our domestic and international investments, alliances and
collaborations may not produce the returns or provide the
opportunities we expect.
One of the major components of our strategy is to increase our
corporate value through domestic and overseas investments,
alliances and collaborations. We have entered into alliances and
collaborations with other companies and organizations overseas
which we believe could help us achieve this objective. We are
also promoting this strategy by investing, entering into
alliances with and collaborating with domestic companies and
investing in new business areas.
However, there can be no assurance that we will be able to
maintain or enhance the value or performance of our past or
future investments or that we will receive the returns or
benefits we expect from these investments, alliances and
collaborations. Our investments in new business areas outside of
the mobile telecommunication business may be accompanied by
challenges beyond our expectations, as we have little experience
in such new areas of business.
In recent years, the companies in which we have invested have
experienced a variety of negative impacts, including severe
competition, increased debt burdens, worldwide economic
recession, significant change in share prices and financial
difficulties. To the extent that these investments are accounted
for by the equity method and to the extent that the investee
companies have net losses, our financial results will be
adversely affected by our pro rata portion of these losses. If
there is a loss in the value of our investment in any investee
company and such loss in value is other than a temporary
decline, we may be required to adjust the book value and
recognize an impairment loss for such investment. Also, a
business combination or other similar transaction involving any
of our investee companies could require us to realize impairment
loss for any decline in the value of investment in such investee
company. In either event, our financial condition or results of
operations could be materially adversely affected.
As electronic payment capability and many other new
features are built into our cellular phones/devices, and
services of parties other than those belonging to our corporate
group are provided through our cellular handsets/devices,
potential problems resulting from malfunctions, defects or loss
of handsets/devices, or imperfection of services provided by
such other parties may arise, which could have an adverse effect
on our financial condition and results of operations.
Various functions are mounted on the mobile handsets we provide,
and if we cannot appropriately deal with technological problems
that may arise with respect to current or future handsets or the
malfunction, defect or loss of handsets, our credibility may
decline and our corporate image may be damaged, leading to an
increase in cancellations of subscription or an increase in
expenses for indemnity payments to subscribers and our financial
condition or results of operations may be affected. New issues
may arise which are different from those related to mobile
communication services which we have been providing, especially
with i-mode handsets with FeliCa capabilities that can be used
for electronic payment and credit transactions. Events that may
lead to a decrease in our credibility and corporate image, or an
increase in cancellations of subscriptions and indemnity
payments for subscribers include the following:
|
|
|
|
|
Breakdown, defect and malfunction of our handsets;
|
|
|
|
Loss of information,
e-money or
points due to a breakdown of handsets or other factors;
|
8
|
|
|
|
|
Illegal use of information,
e-money,
credit functions and points by third parties due to a loss or
theft of handsets;
|
|
|
|
Illegal access to and use of user records and balances
accumulated on handsets by third-parties; and
|
|
|
|
Inadequate and inappropriate management of
e-money,
credit functions or points by companies with which we make
alliances or collaborate.
|
Social problems that could be caused by misuse or
misunderstanding of our products and services may adversely
affect our credibility or corporate image.
We may face an increase in cancellations of existing subscriber
contracts and difficulty in acquiring new subscriptions due to
decreased credibility of our products and services and damaged
corporate image caused by inappropriate use of our products and
services by unscrupulous subscribers.
One example is unsolicited bulk
e-mail sent
through our
e-mail
services, including i-mode mail and SMS. Despite our extensive
efforts to address this issue caused by unsolicited bulk
e-mails
including notifying our subscribers via various brochures,
providing unsolicited bulk
e-mail
filtering functions with our handsets and pursuing actions
against companies which distribute large amounts of such
unsolicited bulk
e-mails, the
problem has not yet been rooted out. If our subscribers receive
a large amount of unsolicited
e-mail, it
may cause a decrease in customer satisfaction and damage our
corporate image, leading to a reduction in the number of i-mode
subscriptions.
Mobile phones have been used in crimes such as the
its me fraud, whereby callers request an
emergency bank remittance pretending to be a relative. To combat
these misuses of our services, we have introduced various
measures such as more strict identification confirmation at
points of purchase and ended new contracts for pre-paid mobile
phones as of March 31, 2005 because pre-paid mobile phones
are easier to use in criminal activities. However, in the event
criminal usage increases, mobile phones may be regarded as a
problem and lead to an increase in cancellation of contracts.
In addition, there was an issue occurred that subscribers were
charged fees for packet communication at higher levels than they
were aware of as a result of using mobile phones without fully
recognizing the increased volume and frequencies to use packet
communication, as our handsets and services became more
sophisticated. Also, there are issues concerning manners for
phone usage in public places such as in trains and aircraft and
the occurrence of car accidents caused by the use of mobile
phones while driving. Further, there are a variety of issues
concerning the possession of mobile phones by children in
elementary and junior high schools, and discussions concerning
whether our access restriction service to harmful web sites
(Filtering service), which applies basically to
subscribers under 20 years of age as the enforcement of the
Act on Establishment of Enhanced Environment for Youths
Safe and Secure Internet Use, is sufficient and accurate. These
issues may similarly damage our corporate image.
We believe that we have properly addressed the social issues
involving mobile phones. However, it is uncertain whether we
will be able to continue addressing those issues appropriately
in the future as well and if we fail to do so, we may experience
an increase in cancellation of existing subscriber contracts or
fail to acquire new subscribers as expected, and this may affect
our financial condition and results of operations.
Inadequate handling of confidential business information
including personal information by our corporate group,
contractors and others, may adversely affect our credibility or
corporate image.
We possess information on numerous subscribers in the
telecommunications, credit, and other businesses, and to
appropriately and promptly address the Law Concerning the
Protection of Personal Information, we have put in place
comprehensive company-wide security management such as thorough
management of confidential information including personal
information, employee education, supervision of subcontractors
and by strengthening technological security.
However, in the event an information leak occurs despite these
security measures, our credibility and corporate image may be
significantly damaged and we may experience an increase in
cancellation of subscriber contracts, an increase in indemnity
costs and slower increase in additional subscriptions, and our
financial condition and results of operations may be adversely
affected.
9
Owners of intellectual property rights that are essential
for our business execution may not grant us the right to license
or otherwise use such intellectual property rights on acceptable
terms or at all, which may limit our ability to offer certain
technologies, products and/or services, and we may also be held
liable for damage compensation if we infringe the intellectual
property rights of others.
For us to carry out our business, it is necessary to obtain
licenses and other rights to use the intellectual property
rights of third parties. Currently, we are obtaining licenses
from the holders of the rights concerned by concluding license
agreements. We will obtain the licenses from the holders of the
rights concerned if others have the rights to those intellectual
property rights necessary for us to operate our business in the
future. However, if we cannot come to an agreement with the
holders of the rights concerned or a mutual agreement concerning
the granted rights cannot be maintained afterwards, there is a
possibility that we will not be able to provide our specific
technologies, products or services. Also, if we receive claims
of violation of intellectual property rights from others, we may
be forced to expend considerable time and cost in reaching a
resolution, and if such claims are recognized, we may be liable
to pay damages for infringement of the rights concerned, which
may adversely affect our financial condition and results of
operations.
Natural disasters, power shortages, malfunctioning of
equipment, software bugs, computer viruses, cyber attacks,
hacking, unauthorized access and other problems could cause
failures in the networks distribution channel and/or other
factors required for the provision of service, disrupting our
ability to offer services to our subscribers and may adversely
affect our credibility or corporate image.
We have built a nationwide network including base stations,
antennas, switching centers and transmission lines and provide
mobile communication service using this network. In order to
operate our network systems in a safe and stable manner, we have
various measures in place such as multiple systems. However,
despite these measures, our system could fail for various
reasons including malfunctioning of hardware, natural disasters
such as earthquakes, typhoons and floods, power shortages,
terrorism and similar phenomena and events, and shortages in
personnel to operate and maintain network equipments due to the
spread of a highly contagious and dangerous disease. These
system failures can require an extended time for repair and as a
result, may lead to decreased revenues and increased repair
costs, and our financial condition and results of operations may
be adversely affected.
There have been instances in which tens of millions of computers
worldwide were infected by viruses through the Internet. Similar
incidents could occur on our mobile communication network. If
such a virus entered our network or handsets through such means
as hacking, unauthorized access, or otherwise, our system could
fail and our mobile phones become unusable. In such an instance,
the credibility of our network and customer satisfaction could
decrease significantly. Although we have enhanced our security
systems to block unauthorized access and remote downloading in
order to provide for unexpected events, such precautions may not
make our system fully prepared for every event. Moreover, our
network could be affected by software bugs, incorrect equipment
settings and human errors which are not the result of
malfeasance, but also cause system failures or breakdowns.
In addition, a natural disaster or the spread of a highly
contagious and dangerous disease could force the temporary
closure of sales outlets. In such a case, we would lose the
opportunity to sell or provide goods and services, and we might
not be able to respond appropriately to subscription
applications and requests from subscribers including after-sales
service, and this might damage our corporate image and
credibility and lower customer satisfaction.
In the event we are unable to properly respond to any such
events, our credibility or corporate image may be reduced, and
we may experience a decrease in revenues as well as significant
repair costs, which may affect our financial condition and
results of operations.
Concerns about wireless telecommunication health risks may
adversely affect our financial condition and results of
operations.
Media and other reports have suggested that electric wave
emissions from wireless handsets and other wireless equipment
may adversely affect the health of mobile phone users and others
by causing cancer and vision loss and interfering with various
electronic medical devices including hearing aids and
pacemakers, and also may present increased health risks for
users who are children. While these reports have not been
conclusive, and although the findings in such reports are
disputed, the actual or perceived risk of wireless
telecommunication devices to the
10
health of users could adversely affect our corporate image,
financial condition and results of operations through increased
cancellation by existing subscribers, reduced subscriber growth,
reduced usage per subscriber and introduction of new
regulations, restrictions, or litigation. The perceived risk of
wireless devices may have been elevated by certain wireless
carriers and handset manufactures affixing labels to their
handsets showing levels of electric wave emissions or warnings
about possible health risks. Research and studies are ongoing
and we are actively attempting to confirm the safety of wireless
telecommunication, but there can be no assurance that further
research and studies will demonstrate that there is no
interrelation between electric wave emissions and health
problems.
Furthermore, although the electric wave emissions of our
cellular handsets and base stations comply with the
electromagnetic safety guidelines of Japan, including guidelines
regarding the specific absorption rate of electric waves, and
the International Commission on Non-Ionizing Radiation
Protection, the guidelines of which are regarded as an
international safety standard, the Electromagnetic Compatibility
Conference Japan has confirmed that some electronic medical
devices are affected by the electromagnetic interference from
cellular phones as well as other portable radio transmitters. As
a result, Japan has adopted a policy to restrict the use of
cellular services inside medical facilities. We are working to
ensure that our subscribers are aware of these restrictions when
using cellular phones. There is a possibility that modifications
to regulations, new regulations or restrictions could limit our
ability to expand our market or our subscription base or
otherwise adversely affect us.
Our parent company, NIPPON TELEGRAPH AND TELEPHONE
CORPORATION (NTT), could exercise influence that may not be in
the interests of our other shareholders.
As of March 31, 2010, NTT owned 66.43% of our outstanding
voting shares. While being subject to the conditions for fair
competition established by the Ministry of Posts and
Telecommunications (MPT, currently the Ministry of
Internal Affairs and Communications, or MIC) in
April 1992, NTT retains the right to control our management as a
majority shareholder, including the right to appoint directors.
Currently, although we conduct our day-to-day operations
independently of NTT and its other subsidiaries, certain
important matters are discussed with, or reported to, NTT. As
such, NTT could take actions that are in its best interests,
which may not be in the interests of our other shareholders.
Risks
Relating to the Shares and the ADSs
Future sales of our shares by NTT or by us may adversely
affect the trading price of our shares and ADSs.
As of March 31, 2010, NTT owned 66.43% of our outstanding
voting shares. Under Japanese law, NTT, like any other
shareholder, generally is able to dispose of our shares freely
on the Tokyo Stock Exchange or otherwise. Additionally, our
board of directors is authorized to issue 144,340,000 additional
shares generally without any shareholder approval. The sale or
issuance or the potential for sale or issuance of such shares
could have an adverse impact on the market price of our shares.
There are restrictions on your ability to withdraw shares
from the depositary receipt facility.
Each ADS represents the right to receive 1/100th of a share
of common stock. Therefore, pursuant to the terms of the deposit
agreement with our depositary, The Bank of New York Mellon, in
order to withdraw any shares, a holder of ADSs must surrender
for cancellation and withdrawal of shares, ADRs evidencing 100
ADSs or any integral multiple thereof. Each ADR will bear a
legend to that effect. As a result, holders of ADSs will be
unable to withdraw fractions of shares from the depositary or
receive any cash settlement in lieu of withdrawal of fractions
of shares. In addition, although the ADSs themselves may be
transferred in any lots pursuant to the deposit agreement, the
ability to trade the underlying shares may be limited.
Holders of ADRs have fewer rights than shareholders and
have to act through the depositary to exercise those
rights.
Holders of ADRs do not have the same rights as shareholders and
accordingly cannot exercise rights of shareholders against us.
The Bank of New York Mellon, as depositary, through its
custodian agent, is the registered shareholder of the deposited
shares underlying the ADSs, and therefore only it can exercise
the rights of shareholders in connection with the deposited
shares. In certain cases, we may not ask The Bank of New York
11
Mellon to ask holders of ADSs for instructions as to how they
wish their shares voted. Even if we ask The Bank of New York
Mellon to ask holders of ADSs for such instructions, it may not
be possible for The Bank of New York Mellon to obtain these
instructions from ADS holders in time for The Bank of New York
Mellon to vote in accordance with such instructions. The Bank of
New York Mellon is only obliged to try, as far as practical, and
subject to Japanese law and our Articles of Incorporation, to
vote or have its agents vote the deposited shares as holders of
ADSs instruct. In your capacity as an ADS holder, you will not
be able to bring a derivative action, examine the accounting
books and records of the Company, or exercise appraisal rights.
U.S. investors may have difficulty in serving process or
enforcing a judgment against us or our directors, executive
officers or corporate auditors.
We are a limited liability, joint stock corporation incorporated
under the laws of Japan. Most of our directors, executive
officers and corporate auditors reside in Japan. All or
substantially all of our assets and the assets of these persons
are located in Japan and elsewhere outside the United States. It
may not be possible, therefore, for U.S. investors to
effect service of process within the United States upon us or
these persons or to enforce against us or these persons
judgments obtained in U.S. Courts predicated upon the civil
liability provisions of the Federal securities laws of the
United States. There is doubt as to the enforceability in Japan,
in original actions or in actions for enforcement of judgment of
U.S. courts, of liabilities predicated solely upon the
federal securities laws of the United States.
Rights of shareholders under Japanese law may be different
from rights of shareholders in jurisdictions within the United
States.
Our Articles of Incorporation, Regulations of the Board of
Directors and the Corporation Law of Japan (Kaishaho)
govern our corporate affairs. Legal principles relating to such
matters as the validity of corporate procedures, directors
and officers fiduciary duties and liabilities, and
shareholders rights under Japanese law may be different
from those that would apply to a company incorporated in a
jurisdiction within the United States. You may have more
difficulty in asserting your rights as a shareholder than you
would as a shareholder of a corporation organized in a
jurisdiction within the United States.
Our shareholders of record on a record date may not
receive the dividend they anticipate
The customary dividend payout practice and relevant regulatory
regime of publicly listed companies in Japan may differ from
that followed in foreign markets. Our dividend payout practice
is no exception. While we may announce forecasts of year-end and
interim dividends prior to the record date, these forecasts are
not legally binding. The actual payment of year-end dividends
requires a resolution of our shareholders. If the shareholders
adopt such a resolution, the year-end dividend payment is made
to shareholders as of the applicable record date, which is
currently specified as March 31 by our Articles of
Incorporation. However, such a resolution of our shareholders is
usually made at an ordinary general meeting of shareholders held
in June. The payment of interim dividends requires a resolution
of our board of directors. If the board adopts such a
resolution, the dividend payment is made to shareholders as of
the applicable record date, which is currently specified as
September 30 by our Articles of Incorporation. However, the
board usually does not adopt a resolution with respect to an
interim dividend until after September 30.
Shareholders of record as of an applicable record date may sell
shares after the record date in anticipation of receiving a
certain dividend payment based on the previously announced
forecasts. However, since these forecasts are not legally
binding and resolutions to pay dividends are usually not adopted
until after the record date, our shareholders of record on
record dates for year-end or interim dividends may not receive
the dividend they anticipate.
|
|
Item 4.
|
Information
on the Company
|
|
|
A.
|
History
and Development of the Company
|
We are a joint stock corporation incorporated and registered
under the Japanese Law in August 1991 under the name of NTT
Mobile Communications Planning Co., Ltd., and, in April 1992, we
were renamed NTT Mobile Communications Network, Inc. We changed
our name to NTT DoCoMo, Inc. on April 1, 2000 (NTT DOCOMO,
12
INC. since June 2010). Our corporate head office is at Sanno
Park Tower,
11-1,
Nagata-cho 2-chome, Chiyoda-ku, Tokyo
100-6150,
Japan. Our telephone number is
81-3-5156-1111.
We have no agent in the United States in connection with this
annual report.
Our parent company is NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(NTT), the holding company of NTT group. NTT group
constitutes one of the worlds leading telecommunications
operators. We were incorporated as a subsidiary of NTT in August
1991 and took over NTTs wireless telecommunication
operations in July 1992. In July 1993, in accordance with the
agreement between NTT and the Ministry of Posts and
Telecommunications, we transferred wireless telecommunication
operations (other than those in the Kanto-Koshinetsu
region which remained with us) to our eight regional
subsidiaries. However, the other eight regional subsidiaries
were merged into our company as the surviving company in July
2008.
The following list shows our corporate organization and includes
our subsidiaries and affiliates as of March 31, 2010.
|
|
|
|
|
|
|
Percentage
|
|
Name
|
|
voting interest
|
|
|
Service Subsidiaries*; 26
|
|
|
|
|
DOCOMO Business Net Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Chugoku Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Hokkaido Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Hokuriku Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Kansai Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Kyushu Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Shikoku Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Tohoku Inc.
|
|
|
100
|
%
|
DOCOMO Engineering Tokai Inc.
|
|
|
100
|
%
|
DOCOMO I Kyushu Inc.
|
|
|
100
|
%
|
DOCOMO Mobile Inc.
|
|
|
100
|
%
|
DOCOMO Mobile Tokai Inc.
|
|
|
100
|
%
|
DOCOMO Mobile Media Kansai Inc.
|
|
|
100
|
%
|
DOCOMO Service Chugoku Inc.
|
|
|
100
|
%
|
DOCOMO Service Hokkaido Inc.
|
|
|
100
|
%
|
DOCOMO Service Hokuriku Inc.
|
|
|
100
|
%
|
DOCOMO Service Inc.
|
|
|
100
|
%
|
DOCOMO Service Kansai Inc.
|
|
|
100
|
%
|
DOCOMO Service Kyushu Inc.
|
|
|
100
|
%
|
DOCOMO Service Shikoku Inc.
|
|
|
100
|
%
|
DOCOMO Service Tohoku Inc.
|
|
|
100
|
%
|
DOCOMO Service Tokai Inc.
|
|
|
100
|
%
|
DOCOMO Support Inc.
|
|
|
100
|
%
|
DOCOMO Systems, Inc.
|
|
|
100
|
%
|
DOCOMO Technology, Inc.
|
|
|
100
|
%
|
Other Subsidiaries; 99
|
|
|
|
|
DOCOMO.COM, INC.
|
|
|
100
|
%
|
DOCOMO Communications Laboratories Europe GmbH
|
|
|
100
|
%
|
DOCOMO Communications Laboratories USA, Inc.
|
|
|
100
|
%
|
DOCOMO interTouch Pte. Ltd.
|
|
|
100
|
%
|
13
|
|
|
|
|
|
|
Percentage
|
|
Name
|
|
voting interest
|
|
|
DOCOMO PACIFIC, INC.
|
|
|
100
|
%
|
D2 Communications Inc.
|
|
|
51.0
|
%
|
net mobile AG
|
|
|
81.5
|
%
|
NIPPON DATA COM Co., Ltd.
|
|
|
66.2
|
%
|
NTT DOCOMO USA, Inc.
|
|
|
100
|
%
|
OAK LAWN MARKETING, INC.
|
|
|
51.0
|
%
|
and other subsidiaries
|
Affiliates; 25
|
|
|
|
|
Avex Broadcasting & Communications Inc.
|
|
|
30.0
|
%
|
Axiata (Bangladesh) Limited
|
|
|
30.0
|
%
|
Hutchison Telephone Company Ltd.
|
|
|
24.1
|
%
|
FeliCa Networks, Inc.
|
|
|
38.0
|
%
|
Nippon Telecommunications Network Co., Ltd.
|
|
|
37.4
|
%
|
NTT Resonant Inc.
|
|
|
33.3
|
%
|
Philippine Long Distance Telephone Company
|
|
|
14.3
|
%
|
Sumitomo Mitsui Card Company, Limited.
|
|
|
34.0
|
%
|
Tower Records Japan Inc.
|
|
|
42.1
|
%
|
Tata Teleservices Limited
|
|
|
26.5
|
%
|
ZENRIN DataCom CO., LTD.
|
|
|
20.6
|
%
|
and other affiliates
|
|
|
|
* |
|
These service subsidiaries provide operational services such as
engineering and support services to NTT DOCOMO, INC. |
For a discussion of recent and current capital expenditures,
please see Capital Expenditures in Item 5.B. We
have had no recent significant divestitures or any significant
divestitures currently being made.
We are a mobile telecommunication services provider belonging to
NTT group whose parent company is NIPPON TELEGRAPH AND TELEPHONE
CORPORATION (NTT). The total number of subscriptions
to our cellular services (FOMA and mova) was approximately
56.08 million and our domestic market share was 50.0% as of
March 31, 2010.
As the Japanese mobile communication market has continued to
mature in line with the rise in penetration rate, we are
shifting from a strategy that emphasizes the acquisition of new
subscribers to one that prioritizes our relationship with
existing customers and are working to raise the brand loyalty of
those customers and to secure a base for stable income. In
addition, with the diversification of the sense of values and
sophistication of the needs of our customers, in April 2008 we
unveiled our new corporate brand and the New DOCOMO
Commitments, which sets forth four commitments for
reforming our company.
New
DOCOMO Commitments
|
|
|
|
|
We will revamp our brand and strengthen our ties with our
customers
|
|
|
|
We will actively seek out the voices and opinions of our
customers so that we can continue to exceed their expectations
|
|
|
|
We will continue to drive innovations so that we can earn the
respect and admiration of people worldwide
|
14
|
|
|
|
|
We will become an organization whose energetic staff is capable
of overcoming all challenges in pursuit of our corporate vision
|
Going forward, we will continue to work to offer high-quality,
value-added mobile services and technologies to each customer.
Under our new action plan established in October 2008,
DOCOMOs Change and Challenge to Achieve New
Growth, we have been directing our efforts to the
promotion of music and video services directed towards expanded
subscribers usage of packet communications; the
personalization of services and functions to match
customers lifestyles and needs; the provision of social
support services directed towards sustainable growth of society,
such as environment and ecology, and safe and security; and the
provision of convenient and easy-to-use services tailored to
customer needs through the convergence between mobile phones and
a variety of life tools, and other services that take advantage
of mobile phone characteristics. We provide handsets that are
compatible with this extensive range of services and contents,
and we provide a handset lineup tailored to diversifying
customer values and lifestyles.
We are putting efforts into improving the quality of our
networks to ensure that customers can use the services we
provide comfortably and stably. In addition to quality
improvements of FOMA network, we made efforts in expanding FOMA
coverage areas, and in December 2008 achieved 100% population
coverage of high-speed FOMA. We are also making efforts so that
customers can utilize a maximum download speed of
7.2 Mbps*, to enjoy a rich variety of content such as music
and video.
We conduct cutting-edge research and development both in and
outside of Japan in fields such as network, wireless and
multimedia. The DOCOMO R&D Center, established in Yokosuka
Research Park to assist us in our research and development of
advanced technology, is striving to further expand mobile
communication services and is engaging in the development of
LTE, as well as in fundamental research for 4G.
|
|
* |
The maximum downlink data rate of 7.2 Mbps represents the
maximum data rate based on technical standards, and is not the
actual data rate achievable.
|
|
|
2.
|
Wireless
Communication Services
|
We offer wireless voice and data communication services on
networks that are accessible by the entire population in Japan.
We offer a variety of services to support our subscribers
needs for wireless voice and data communications. In addition to
the cellular voice services, we are increasingly focusing on
mobile multimedia services, such as i-mode. Further, we are
aiming to enhance the personalization of services, our social
support services and convergence services leveraging unique
mobile properties such as real-time immediacy, personal
authentication, and location capabilities.
For the year ended March 31, 2010, our cellular services,
including associated equipment sales, which are our core
business, accounted for approximately 97.3% of our consolidated
operating revenues. We offer FOMA services, on our 3G network,
with voice and high-speed data communications which are
compatible with various services such as videophone and video
content downloading. We also offer mova services on our 2G
network, compatible with voice and data communications.
In order to improve convenience for our subscribers and to
expand usage and increase profits, we are providing various
additional services and features.
Cellular
Services
Cellular
(FOMA) Services
FOMA services are our third generation, or 3G, wireless voice
and data communication services. FOMA services use advanced
technology which allows us to offer faster and higher quality
services to our customers. As of March 31, 2010,
subscriptions have become approximately 53.2 million.
Moving toward the scheduled termination date of mova services in
March 2012, we will promote further migration of our mova
subscribers to FOMA services.
15
Our basic strategy is to expand our FOMA services. We believe
that our FOMA services are well-suited for both individual users
and business users because of FOMAs advanced features,
including clear voice quality, high data communication speed,
video communication capabilities, and diversified billing plans
for packet communication.
In December 2008, we achieved 100% population coverage
nationwide in the FOMA high-speed area with maximum downlink
transmission speed of 7.2Mbps. We will continue to enhance the
FOMA high-speed areas, and build coverage areas that meet our
customers expectations.
|
|
* |
The maximum downlink data rate of 7.2 Mbps represents the
maximum data rate based on technical standards, and is not the
actual data rate achievable.
|
Cellular
(mova) Services
Our 2G mova services are still offered on our nationwide
800 MHz digital network. However, given that mova
subscriptions have been steadily decreasing, we have decided to
discontinue mova services on March 31, 2012 and concentrate
on our popular 3G service, FOMA. We ceased accepting new mova
subscriptions on November 30, 2008. Further, we terminated
our cellular services using the 1.5 GHz radio band (City
Phone services) on June 30, 2008.
Revenues
and Tariffs for Cellular Services
Our cellular revenues are generated primarily from basic monthly
plan charges, usage charges for outgoing calls (in Japan the
caller is usually charged), revenues from incoming calls and
charges for optional value-added services and features. We set
our own rates in accordance with the Telecommunications Business
Act and government guidelines, which currently allow mobile
network operators to set their own tariffs without government
approval.
Over the past few years, as the competition for acquiring
subscribers has increased, tariff rates have been significantly
reduced. Currently, our cellular subscribers pay (i) an
activation fee of ¥3,150 (including tax), (ii) a fixed
monthly plan charge based upon the plan chosen,
(iii) usage or per call charges which vary according to
duration and the particular plan chosen and (iv) additional
monthly service fees for miscellaneous value-added services, etc.
One of our basic strategies has been to focus on offering
subscribers simple and easy-to-understand rate plans and
discount services tailored to their usage patterns. As a result,
we offer a variety of different monthly plans targeted at
different segments of the market. These plans include basic
usage plans for ordinary usage and heavy usage plans. In
addition, almost all plans include a certain amount of free
minutes per month for fixed rates. The amount of free minutes
can be applied to FOMA and mova subscribers with the
Two-Month CarryOver service, which allows automatic
carryovers of up to two months, and can be credited against
telephone calls, packet communication, video phone (FOMA), SMS
(FOMA), short mail (mova), and international communications.
Additionally, we offer various discount services, including
discounts for families and heavy-volume user discounts. The
amount of free minutes will not change even after the discounts
are applied to monthly charges.
In November 2007, in conjunction with the introduction of the
new handset purchase method Value Course, we began
offering the new Value Plan, which applies to
subscribers who have chosen the Value Course. In
exchange for payment of initial handset costs, a subscriber will
be eligible to select the less expensive Value Plan
under which basic monthly charges (prior to application of other
discounts) will be ¥1,680 lower (including tax) with the
exception of certain plans than standard plans. In March 2010,
the number of subscribers of the Value Plan exceeded
30 million.
We offer a Family Discount service, which is
available for families with two to 10 subscriptions. In August
2007, we began offering Fami-wari MAX 50, which
offers subscribers who commit to a two-year contract of a
Family Discount service of an immediate 50% discount
to basic monthly charges, regardless of period of continuous
usage. In addition, in April 2008, for FOMA subscribers who have
contracted for the Fami-wari MAX 50 service,
domestic call among members of the same Family
Discount group, which had been subject to a 30% discount,
became free of charge for 24 hours a day.
16
In August 2007, we also launched Hitoridemo Discount
50, a discount service for subscribers who do not use the
Family Discount but have a single subscription. With
this service, subscribers committing to a two-year contract will
immediately receive a 50% discount on basic monthly charges.
In June 2007, for our corporate customers, we began offering the
Office Discount service. Corporate customers which
have between two and 10 subscriptions under the same corporate
name are eligible for a 25% discount on basic monthly charges
and a 30% discount on intra-group communication charges. In
September 2007, for subscribers contracting under a corporate
name who commit to a two-year subscription, we began offering a
new discount service called Office-wari MAX50, which
offers an immediate 50% discount on basic monthly charges. In
June 2008, we expanded discounts for corporate customers
subscribing to FOMA services with the Office
Discount and Office-wari MAX 50 services.
Under the expanded discounts, domestic calls among Office
Discount group employees are free (formerly discounted by
30%) for 24 hours a day.
We believe that our various and comprehensive plans, prices and
discounts have helped us remain competitive in retaining
existing subscribers and attracting new subscribers. Going
forward, we will continue to provide simple and comprehensive
fee structures for customers.
i-mode
Services
i-mode services are our wireless Internet access services based
on a data transmission system that organizes data into bundles
called packets prior to transmission. Our i-mode handsets allow
subscribers to send and receive data through our i-mode server
to and from the Internet in addition to providing them with the
full range of cellular voice services. i-mode is an optional
service available to mova and FOMA subscribers which allows
users to send and receive
e-mail,
access online services such as banking services and airline and
ticket reservations, access an array of information from i-mode
servers and execute and settle retail transactions directly
through their handsets. Almost all cellular handsets which we
currently sell are i-mode compatible, thus allowing our
customers to choose whether or not to subscribe to i-mode
service.
As of March 31, 2010, the number of i-mode subscriptions
reached 48.99 million and the number of i-mode portal menu
sites had reached 20,765 (FOMA only).
Services
on i-mode
Typical services that may be accessed through an i-mode handset
include:
|
|
|
|
|
e-mail;
|
|
|
|
games and other entertainment;
|
|
|
|
music distribution/video clips/e-books;
|
|
|
|
social network services;
|
|
|
|
online shopping (CDs, books, tickets, others)/auctions;
|
|
|
|
news, weather and sports information;
|
|
|
|
mobile banking;
|
|
|
|
other financial services, such as DCMX,
iD and other credit card services and information
and online stock quotes and trading;
|
|
|
|
maps and travel information;
|
|
|
|
community guides, living information, safety and healthcare
information; and
|
|
|
|
telephone directories.
|
For FOMA subscribers with i-mode services, we offer
i-channel, a service that automatically delivers and
displays the latest information such as news, weather,
entertainment, sports, horoscopes, and more. The number of
subscribers to this service reached 16.82 million in March
2010.
17
The number of subscribers to the i-concier service,
which was launched in November 2008 and which enables cellular
handsets to act as a concierge by assisting customers in their
daily lives, reached 4.2 million at the end of March 2010.
In November 2009, the i-concier service became
compatible with the Auto-GPS handset function, which
regularly measures a subscribers position information and
provides it to us and service providers automatically, enabling
the provision of information linked to the subscribers
location. In this and other ways i-concier service
has become more convenient for subscribers.
We have been working on enhancing video services with the aim to
further expand the mobile video content market. We formed the
joint venture Avex Broadcasting & Communications Inc.
with Avex Entertainment Inc. in April 2009, and launched the
video service BeeTV in May 2009.
Improvement
of i-mode convenience
We are directing efforts towards facilitating the visualization
of menu pages as well as enhancing and improving the usability
of search services in order to provide even greater convenience
for i-mode customers.
In May 2009, we launched My Link, an online bookmark
function and My News, a web-based RSS reader that
displays updated information of certain iMenu sites according to
subscribers requests. In March 2010, My Menu
and My Box of iMenu services were merged into
My Page, where personalized information of
subscribers could be accumulated. These advances in
personalization of services offer subscribers greater
convenience in use.
We plan to further personalize services and features to match
the lifestyles and needs of individual customers and to continue
adding new and attractive i-mode services in the future.
We are proactively engaging in the creation of a secure and
comfortable environment where customers can use i-mode services.
With respect to access restriction services (filtering
services)*, from November 2009, we began offering Web
Restricted Menu primarily to subscribers of Web
Restrictions targeted for young elementary school
children, which replaces the standard iMenu and offers only a
minimal number of links, such as the Disaster Message
Board and My Page. In addition, we decided to
enhance the functions of Access Restriction
Customize from April 1, 2010, by providing a
Time Settings function that allows childrens
use of their phones to be restricted by
one-hour
units. Moreover, in response to the implementation of the Law to
Promote a Healthful Internet Environment for Youth, on
April 1, 2009, we are actively promoting new subscribers
for i-mode services to use this access restriction services when
they sign up.
|
|
* |
Services that restrict access to harmful sites, including
Kids i-mode Filters which allows access only to
i-mode menu sites, other than gravure picture sites
and community sites, and i-mode Filters which allows
access to public sites other than the sites such as dating
sites, illegal sites and community sites.
|
i-mode
Revenues and Fees
i-mode users are charged according to the volume of data they
transmit, not for the length of airtime or the distance over
which the data are transmitted. Our billing plans for i-mode
services include a usage-based plan with no upper limit on
charges and flat rate plans that offer unlimited access to
i-mode services with a certain upper limit.
The use of i-mode incurs a monthly fee of ¥315 (including
tax), in addition to the standard monthly charges of voice
services for FOMA and mova. Besides communication charges,
subscribers are required to pay information charges to content
providers when they subscribe certain i-mode sites. We bill
subscribers on behalf of content providers for content provider
fees together with communication charges, and we charge content
providers for a commission of our billing and collection
services.
In order for customers to use the services without worrying
about the monthly charges, and to provide new value and expand
the usage of i-mode, since June 2004 we have been providing a
packet flat-rate service called Pake-hodai, which
offers unlimited access to i-mode Internet service and i-mode
mail for a flat monthly charge of ¥4,095 (including tax),
for users of our FOMA i-mode service.
18
In October 2008, to expand subscribers usage of packet
communications, we introduced the new Pake-hodai
double, a two-tiered flat-rate services that feature
variable monthly fees based on usage volume. Pake-hodai
double is an unlimited domestic i-mode communication
service with fees starting at ¥1,029 per month (including
tax). While the monthly fee varies according to usage volume,
the maximum fee is ¥4,410 (including tax). With the
introduction of these flat-rate services, we stopped accepting
new subscriptions for the Pake-hodai services in
December 2008. Also, in August 2009, we reduced the minimum
monthly fee to ¥390 (including tax) so that customers who
rarely use packet communications will be able to use
Pake-hodai double. Moreover, in December 2009, we
launched Mail Tsukai-hodai, whereby users, by
subscribing to a special payment plan Type Simple
(value) and Pake-hodai simple and paying
i-mode usage charges, can send i-mode
e-mails in
Japan free of charge regardless of the destination
e-mail
address or whether photos, videos, or other files are attached.
Data
Communication Services
We are also making efforts in data communication services for
PCs. Because of the increased demand for second subscription
from PC data cards, in addition to our lineup of card-type and
USB-type terminals, we are enhancing our lineup of PCs with
built-in modules with the cooperation of PC manufacturers.
Fees
for Data Communication Services
We introduced two flat-rate plans, Flat-rate Data Plan
64K and Flat-rate Data Plan HIGH-SPEED in
October 2007, so that our subscribers could use in mobile data
communication without worrying about over communication charges.
Flat-rate Data Plan HIGH-SPEED offers at monthly
charges starting at ¥4,200 (including tax) and going up to
¥10,500 (including tax), unlimited domestic mobile data
communication. Flat-rate Data Plan HIGH-SPEED is
capable of data communication at a speed of up to 7.2Mbps for
downlink, and provides a better environment for mobile data
communication.
In addition, in March 2008, we began applying a new handset
purchase method Value Course to exclusive devices
for FOMA data communication, and offering a new rate plan
Value Plan for use with the Value
Course. Under this purchase method, when a subscriber
purchases a FOMA N2502 HIGH-SPEED, exclusive FOMA data
communication handset, or later model, that subscriber is
eligible to select the Value Plan, under which basic
monthly charges (prior to application of other discounts) is
¥735 lower (including tax) than in standard data plans. In
September 2008, for subscribers of Flat-rate Data Plan
HIGH-SPEED and Flat-rate Data Plan HIGH-SPEED with
Value Course, we launched the Flat-rate Data
Discount service which allows subscribers who commit to a
two-year contract to receive a discount of up to ¥3,780 on
basic monthly charges, with a maximum monthly charge of
¥5,985 when the Value Plan is applicable.
Further, starting in July 2009, we offer a new plan called
Flat-rate Data Plan Standard and a discount service
Flat-rate Data Standard Discount. When the
Value Plan is applied, subscribers are able to use
this plan at monthly charges, starting at ¥1,000 (including
tax). With such plans and services, we believe we have achieved
a customer-friendly rate structures for mobile data
communications, as well as rates for our cellular phone services
and i-mode services.
Fees
in the case of using combination of i-mode Services and Data
Communication Services
From June 2010, We reduced the maximum monthly charge for packet
communications, which includes the usage in Wi-Fi access-point
mode*, with a PC or other device, under Pake-hodai
double and Pake-hodai simple flat-rate data
service to ¥10,395 (including tax), down from ¥13,650
(including tax).
|
|
* |
A capability to allow mobile phones to be used as mobile Wi-Fi
routers.
|
Smartphone
Services
We are aware that the smartphone market is expected to expand
moving forward. To widen the user base, we implemented
easy-to-use payment plans and enhanced the terminal lineup. In
April 2010, we launched the DOCOMO Market portal
site for smartphones that showcases appealing content and
applications, to enable even novice users to use smartphones
with more convenience and ease.
19
Fees
for Smartphone Services
In April 2007, we launched Biz-hodai, which enables
smartphone users to use packet communications at a flat rate. In
October 2008, we launched Biz-hodai double, a new
packet flat-rate service in which the monthly flat fee changes
according to the usage amount to enable customers to use the
service without worrying about the charges. Biz-hodai
double, starting at ¥490 (including tax) a month, is
a flat-rate packet service for smartphones offering unlimited
non-i-mode packet communications in Japan (excluding
communications using PCs) with a monthly upper limit of
¥5,985 (including tax). In August 2009, we lowered the
minimum flat-rate monthly charge to ¥390 (including tax).
In April 2010, we merged Biz-hodai double with
Pake-hodai double. Accordingly, flat-rate packet
services that differed depending on the handsets used now have a
simpler and easier-to-understand fee structure, and customers
using both i-mode compatible mobile phones and smartphones can
use them without worrying about the charges.
ISP
Services
We offer the mopera U Internet connection service
for data cards and smartphones. With the mopera U
service, users can easily access the Internet by connecting
their FOMA handsets to their PCs, with one subscription covering
everything from mobile phones to broadband and enabling use of
Internet and
e-mail. In
November 2009, we lowered the rates for subscribers to flat-rate
data plans, to ¥525 (including tax) a month.
Our subscribers can choose a DOCOMO Public Wireless
LAN service that provides high-speed large-capacity
communication at speeds of up to 54Mbps as an option under the
mopera U service. With respect to area development,
as of the end of March 2010, the number of access points
increased to approximately 6,660, and we will continue to
develop areas to meet the needs of customers. Subscribers to the
DOCOMO Public Wireless LAN service can easily browse
streaming videos and transfer FTP files in the coverage areas
such as in airports, train stations, and cafes.
Module
Services
As part of our endeavor to promote mobile multimedia services,
we have provided the module services since July 2004 to address
the increase in machine communication services. Embedded modules
will lead to a broad range of uses such as automobile fleet
management, wireless credit card settlement systems, and
telemetric systems enabling automatic inventory checks between
vending machines and service centers. These modules contribute
to our strategy of broadening the scope of mobile communication.
FOMA ubiquitous modules are used mainly in machine
communications. We offer a ubiquitous plan for low-rate services
for users with low-traffic needs.
In July 2009, we launched a digital photo frame (OTAYORI
PHOTO PANEL), which uses a FOMA ubiquitous module. At the
same time, we launched the Otayori Photo services,
which allows users, just by sending an
e-mail with
a photo attached from a mobile phone or PC, to display the photo
in a OTAYORI PHOTO PANEL even from a remote location.
As of March 31, 2010, there were approximately
1.08 million subscriptions to the FOMA ubiquitous services
and approximately 0.52 million subscriptions to DoPa
services. In order to focus management resources on FOMA
services (our 3G communication services), we ceased accepting
new subscriptions for DoPa single packet services for 2G
communication services in September 2008. We have determined to
terminate DoPa services in March 2012.
MyArea
Services
In November 2009, we launched the MyArea service
that, with the installation of compact femtocell base
transceiver stations in homes and the building of dedicated home
use FOMA area, provides stable and high-speed packet
communication, and the Imasuka function. The
MyArea service is ¥980 (including tax) a month.
The Imasuka function sends notifications to a
selected email address when entrance into or exit from a
subscribers personal FOMA area is detected.
20
International
Calling Service and International Roaming Service
WORLD CALL, our international calling service, is a
service that allows customers to make international phone calls
to 240 countries and regions (as of March 31,
2010) from their mobile phones. As of March 31, 2010,
FOMA subscribers were able to make international videophone
calls via our 3G network to 3G subscribers in 50 countries and
regions.
With WORLD WING, our international roaming service,
customers are able to use the DOCOMO mobile phones that they use
in Japan, with the same phone numbers and i-mode mail addresses,
in the service areas of overseas mobile network operators with
which we have partnerships. Most of the handsets we currently
offer are 3G + GSM compatible or 3G compatible, enabling
customers to use their phones overseas. WORLD WING
users are able to make and receive phone calls with the same
FOMA phone numbers in 207 countries and regions, and access
i-mode packet communication in 156 countries and regions as of
March 31, 2010.
In April 2006, we formed an alliance in the Asia-Pacific region
with a total of six mobile network operators, including Far
EasTone Telecommunications Co Ltd. (operating region: Taiwan),
Hutchison Telecommunications (Hong Kong) Limited (operating
region: Hong Kong and Macao), KT Corporation (operating region:
South Korea), PT Indosat Tbk (operating region: Indonesia), and
StarHub Ltd. (operating region: Singapore), to enhance each
members competitiveness in international roaming and
corporate mobile services. In December 2006, Smart
Communications, Inc. (operating region: the Philippines) joined
the alliance, and it was officially named the Conexus Mobile
Alliance (Conexus). In addition, with Bharat Sanchar
Nigam Limited and Mahanagar Telephone Nigam Limited (operating
region: India, both) joining the alliance in November 2007 and
True Move Company Limited (operating region: Thailand) doing so
in June 2008, and Vietnam Telecom Services Company (operating
region: Vietnam) in November 2009, Conexus became one of the
largest mobile network operator alliances in the Asia-Pacific
region with approximately 260 million subscribers in 13
countries and regions including Guam and the Northern Mariana
Islands.
Services
for Corporate Customers
We consider the corporate market as a field in which we have
substantial room for growth. We have achieved solid results and
established strong reputation in the corporate market to date.
We have been bolstering initiatives, by drawing on the strength
that make up the foundation of our progress such as the
diversity of our services, our robust security management
structure and our reliable infrastructure.
We provide Business mopera Access Series services to
corporate customers, to enable them to link to office
information systems outside the workplace. Business mopera
Access Pro provides extremely high-security access to
corporate LANs from remote terminals such as notebook PCs and
PDAs via closed networks. This service makes it possible under a
contract for a single dedicated line to provide access to office
information systems through wireless networks such as FOMA,
mova, DoPa, i-mode and Wide Star (satellite packet communication
only).
In August 2006, we launched the Business mopera Anshin
Manager service which is a remote control service for
mobile phones and expanded the Business mopera network lineup of
network services for corporate customers. We added a browser use
restriction function and simultaneous transmission function in
January 2007, expanded the number of browser restricted URLs in
September 2007, added subgroup settings and common manager
settings in March 2008, and added remote initialization and
remote customization functions in November 2008. In January
2009, we began the Business mopera Command Direct
service so that mobile phones can be directly managed and
restricted by customers.
In June 2007, as a part of the OFFICEED service
menu, an internal communication service for corporate customers,
we launched the OFFICEED-PBX Connection Service,
which achieves communication between FOMA handsets and internal
telephone lines by connecting OFFICEED and the PBX,
enabling FOMA handsets to serve as cordless internal telephones.
In April 2007, for the Business mopera IP Centrex
service, which is a service for corporate customers that enables
users to make internal or outbound IP telephony calls via IP
Centrex devices on DOCOMO networks without the need for an
in-house
IP-PBX, we
began providing new plans and expanded functions, including soft
phone and fixed IP phone compatibility. In addition, in June
2008, we launched IP Centrex One Number, a Fixed
21
Mobile Convergence (FMC) service which enables users
to make and receive calls with a single number (090 or
080) in both FOMA and Office areas (IP Centrex area).
We have been establishing structure that ensures contact with
every customer, proposing of attractive solutions, and expanding
B2B2C businesses. We achieved the No. 1 ranking in the
J.D. Power Asia Pacific 2009 Japan Business Mobile
Telephone/PHS Service Customer Satisfaction Index
Studysm.
Disclaimer: J.D. Power Asia Pacific 2009 Japan Business Mobile
Telephone/PHS Service Customer Satisfaction Index
Studysm.
Study based on a total of 3,309 responses from
2,632 companies with 100 or more employees (up to two
responses from one company) about telecommunications firms who
supply a mobile telephone/PHS service. (www.jdpower.co.jp)
Satellite
Mobile Communication Services
We provide satellite mobile communication services for
communications in case of emergencies, in mountainous areas and
aboard ships. The service area covers the entire territory of
Japan and its surrounding waters for roughly up to 200 nautical
miles from the coastline. Currently the satellite mobile
communication network uses two communication satellites, N-STARc
and N-STARd. Satellite mobile communication services can be used
for voice, fax, and packet communication. We had approximately
39,500 subscriptions to the services as of March 31, 2010.
The services can be used for high-speed packet communication
(maximum 64 Kbps downlink and 4.8 Kbps uplink) and a
variety of communication services are offered including Internet
connectivity and telemetering.
In April 2010, we launched a new satellite communication service
(WideStar II), as well as a portable satellite terminal, the 01.
WideStar II is a new and faster satellite transmission
system, that enables an expanded range of usage for data
transmission, including video image transmission, Internet and
telemetry, by offering packet communication (maximum uplink 144
kbps, and maximum downlink 384 kbps) far faster than standard
packet communication.
PHS
Services
Our PHS (Personal Handyphone System) services were wireless
voice and data communication services similar to our cellular
services but offered using different technology and a different
network. However, with the subsequent popularity of inexpensive
ADSL and optical fiber fixed-line flat rate data communication
services, the introduction of packet flat-rate services using
mobile phones, and the increasingly fast data transfer rates,
the business environment changed rapidly, and on April 30,
2005, we stopped accepting new subscriptions to PHS services,
and we terminated PHS services on January 7, 2008.
Cellular
Subscribers
The number of our subscriptions including FOMA and mova services
has grown by approximately 1.48 million in the most recent
fiscal year to approximately 56.08 million as of
March 31, 2010, which represents a market share of 50.0%, a
0.8 point decrease from March 31, 2009. We believe that our
cellular subscriber growth has been attributable primarily to
(i) nationwide growth and popularity of cellular services,
(ii) marketing from the customers perspectives,
(iii) enhanced customer service, (iv) significant
declines in tariffs and our competitive pricing, (v) our
reputation for quality products and services and (vi) the
introduction of new, value-added cellular services such as
i-mode. As a result, the number of FOMA subscriptions increased
and was approximately 53.2 million as March 31, 2010.
Further, we successfully maintained our churn rate at the low
level of 0.46% in the fiscal year ended March 2010.
22
Subscription growth for i-mode services in the four fiscal years
ended March 31, 2010 was approximately 2.63 million.
The DOCOMO cellular subscription numbers, including i-mode
subscription numbers, for the fiscal years ended March 31,
2007, 2008, 2009 and 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
|
|
|
(in thousands)
|
|
|
|
Cellular
subscriptions(1)
|
|
|
52,621
|
|
|
|
53,388
|
|
|
|
54,601
|
|
|
|
56,082
|
|
FOMA subscriptions
|
|
|
35,529
|
|
|
|
43,949
|
|
|
|
49,040
|
|
|
|
53,203
|
|
mova subscriptions
|
|
|
17,092
|
|
|
|
9,438
|
|
|
|
5,560
|
|
|
|
2,879
|
|
i-mode subscriptions
|
|
|
47,574
|
|
|
|
47,993
|
|
|
|
48,474
|
|
|
|
48,992
|
|
FOMA subscriptions
|
|
|
34,052
|
|
|
|
41,213
|
|
|
|
44,853
|
|
|
|
47,330
|
|
mova subscriptions
|
|
|
13,522
|
|
|
|
6,780
|
|
|
|
3,621
|
|
|
|
1,661
|
|
DOCOMO estimated market share of total subscriptions
|
|
|
54.4
|
%
|
|
|
52.0
|
%
|
|
|
50.8
|
%
|
|
|
50.0
|
%
|
DOCOMO subscription growth rate
|
|
|
2.9
|
%
|
|
|
1.5
|
%
|
|
|
2.3
|
%
|
|
|
2.7
|
%
|
Average monthly churn
rate(2)
|
|
|
0.78
|
%
|
|
|
0.80
|
%
|
|
|
0.50
|
%
|
|
|
0.46
|
%
|
|
|
|
(1) |
|
The number of cellular subscriptions includes Communication
Module Services subscriptions. |
|
(2) |
|
In general, the term churn rate is defined as the
level of customers who disconnect their service relative to the
total subscription base. Our measurement of churn rates includes
voluntary terminations in connection with handset upgrades or
changes. The average monthly churn rate for each fiscal year is
calculated by adding the number of cellular subscriber contract
terminations in each month of that fiscal year and dividing that
number by sum of the active cellular subscriptions* from April
to March. |
|
|
|
* |
|
active cellular subscriptions = (No. of subscriptions at the end
of previous month + No. of subscriptions at the end of current
month)/2 |
Cellular
Phone Service Usage
We track subscriber usage of our cellular services with two
measures, MOU and average monthly revenue per unit
(ARPU). MOU measures the average monthly amount of
connection time per subscription basis. ARPU measures the
average monthly operating revenues attributable to designated
services on a per subscription basis. ARPU is calculated by
dividing various revenue items included in operating revenues
from our wireless services, such as monthly charges, voice
communication charges and packet communication charges from
designated services that are charged consistently each month, by
the number of active subscriptions to the relevant services.
Accordingly, the calculation of ARPU excludes revenues that are
not representative of monthly average usage such as activation
fees. We believe that our ARPU figures provide useful
information to analyze the trend of monthly average usage of our
subscribers over time and the impacts of changes in our billing
arrangements. Additional discussions of MOU and ARPU are
included in Item 5.A. of this annual report.
MOU (FOMA+mova) slightly decreased to 136 minutes per month for
the year ended March 31, 2010 from 137 minutes in the prior
fiscal year. Billable MOU (FOMA+mova) decreased to 118 minutes
in the year ended March 31, 2010 from 124 minutes in the
prior fiscal year, which is due to the increased calls in using
free communication allowance caused by the penetration of the
Family Discount plan.
The average monthly ARPU for one subscriber (FOMA + mova), which
was ¥5,710 in the year ended March 31, 2009, fell by
¥360 to ¥5,350 for the year ended March 31, 2010.
Aggregate ARPU (FOMA + mova) continues to decline moderately
because of rate reductions and changes in usage patterns. During
the period from the beginning of the year ended March 31,
2009 to the end of the year ended March 31, 2010, voice
ARPU declined while data ARPU increased slightly. The reasons
for the decline in voice ARPU include rate reductions (expansion
of basic charge discounts as a result of expansion of family
discounts, the introduction of new handset purchase methods, and
the expansion of Long-Term Subscriber Discount) and
changes in customer usage patterns (declining MOU and
optimization of rate plans). Meanwhile, usage of data services
such as i-mode is increasing, and the data ARPU is increasing
steadily.
23
The following tables set forth selected information concerning
MOU and ARPU data for our cellular services in three categories,
(FOMA + mova), (FOMA) and (mova):
MOU and
APRU (FOMA + mova)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
MOU (FOMA+mova) (minutes)
|
|
|
138
|
|
|
|
137
|
|
|
|
136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billable MOU (FOMA+mova) (minutes)
|
|
|
|
|
|
|
124
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate ARPU (FOMA+mova)
|
|
¥
|
6,360
|
|
|
¥
|
5,710
|
|
|
¥
|
5,350
|
|
Voice ARPU (FOMA+mova)
|
|
|
4,160
|
|
|
|
3,330
|
|
|
|
2,900
|
|
Packet ARPU (FOMA+mova)
|
|
|
2,200
|
|
|
|
2,380
|
|
|
|
2,450
|
|
i-mode ARPU (FOMA+mova)
|
|
|
2,170
|
|
|
|
2,340
|
|
|
|
2,380
|
|
Aggregate ARPU (FOMA+mova): Voice ARPU (FOMA+mova) + Packet ARPU
(FOMA+mova)
Voice ARPU (FOMA+mova): Voice ARPU (FOMA+mova) Related Revenues
(basic monthly usage charges, voice communication charges)/No.
of active cellular phone subscriptions (FOMA+mova)
Packet ARPU (FOMA+mova): {Packet ARPU (FOMA) Related Revenues
(basic monthly usage charges, packet communication charges) +
i-mode ARPU (mova) Related Revenues (basic monthly usage
charges, packet communication charges)}/No. of active cellular
phone subscriptions (FOMA+mova)
i-mode ARPU
(FOMA+mova)(2):
i-mode ARPU (FOMA+mova) Related Revenues (basic monthly usage
charges, packet communication charges)/No. of active cellular
phone subscriptions (FOMA+mova)
No. of active subscriptions used in ARPU/MOU calculations is as
follows:
FY Results: Sum of No. of active subscriptions* for each month
from April to March
|
|
|
|
*
|
Active subscriptions for each month = (No. of subscriptions at
the end of previous month + No. of subscriptions at the end of
current month)/2
|
MOU and
ARPU (FOMA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
|
2008
|
|
2009
|
|
2010
|
|
MOU (FOMA) (minutes)
|
|
|
156
|
|
|
|
148
|
|
|
|
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate ARPU (FOMA)
|
|
¥
|
6,990
|
|
|
¥
|
6,010
|
|
|
¥
|
5,480
|
|
Voice ARPU (FOMA)
|
|
|
4,340
|
|
|
|
3,360
|
|
|
|
2,900
|
|
Packet ARPU (FOMA)
|
|
|
2,650
|
|
|
|
2,650
|
|
|
|
2,580
|
|
i-mode ARPU (FOMA)
|
|
|
2,610
|
|
|
|
2,590
|
|
|
|
2,500
|
|
Aggregate ARPU (FOMA): Voice ARPU (FOMA) + Packet ARPU (FOMA)
Voice ARPU (FOMA): Voice ARPU (FOMA) Related Revenues (basic
monthly usage charges, voice communication charges)/No. of
active cellular phone subscriptions (FOMA)
Packet ARPU (FOMA): Packet ARPU (FOMA) Related Revenues (basic
monthly usage charges, packet communication charges)/No. of
active cellular phone subscriptions (FOMA)
i-mode ARPU
(FOMA)(2):
i-mode ARPU (FOMA) Related Revenues (basic monthly usage
charges, packet communication charges)/No. of active cellular
phone subscriptions (FOMA)
No. of active subscriptions used in ARPU/MOU calculations is as
follows:
FY Results: Sum of No. of active subscriptions* for each month
from April to March
24
|
|
|
|
*
|
Active subscriptions for each month = (No. of subscriptions at
the end of previous month + No. of subscriptions at the end of
current month)/2
|
MOU and
ARPU (mova)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
|
2008
|
|
2009
|
|
2010
|
|
MOU (mova) (minutes)
|
|
|
82
|
|
|
|
63
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate ARPU (mova)
|
|
¥
|
4,340
|
|
|
¥
|
3,750
|
|
|
¥
|
3,460
|
|
Voice ARPU (mova)
|
|
|
3,590
|
|
|
|
3,090
|
|
|
|
2,870
|
|
i-mode ARPU (mova)
|
|
|
750
|
|
|
|
660
|
|
|
|
590
|
|
Aggregate ARPU (mova): Voice ARPU (mova) + i-mode ARPU (mova)
Voice ARPU (mova): Voice ARPU (mova) Related Revenues (basic
monthly usage charges, voice communication charges)/No. of
active cellular phone subscriptions (mova)
i-mode ARPU
(mova)(2):
i-mode ARPU (mova) Related Revenues (basic monthly usage
charges, communication charges)/No. of active cellular phone
subscriptions (mova)
No. of active subscriptions used in ARPU/MOU calculations is as
follows:
FY Results: Sum of No. of active subscriptions* for each month
from April to March
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*
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Active subscriptions for each month = (No. of subscriptions at
the end of previous month + No. of subscriptions at the end of
current month)/2
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(1)
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Communication Module services
subscriptions and the revenues thereof are included in neither
the ARPU nor MOU calculations.
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(2)
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The denominator used in calculating
i-mode ARPU (FOMA+mova, FOMA, mova) is the aggregate number of
cellular subscriptions to each service (FOMA+mova, FOMA, mova,
respectively), regardless of whether i-mode service is activated.
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Billing
and Collection
We bill each of our subscribers on a monthly basis and
subscribers may pay their bills by automatic withdrawal from a
bank or other financial institution account, by credit card, or
in person at any number of locations such as docomo
Shops or convenience stores. As of March 31, 2010,
approximately 84% of subscribers paid by financial institution
account transfer or by credit card. In June 2008, we introduced
a system, which allows applications for these payment methods to
be registered online, to mass merchandisers and general
distributors to increase convenience of customers. We also
provide the
e-billing
service that sends the bills to customers using electronic media
instead of paper invoices, which contributes to the
environmental preservation.
As of March 31, 2010, the rate of collection for issued
bills within 60 days from the payment due date was 99%. To
limit the ratio of nonperforming receivables, we closely monitor
subscribers with large outstanding amounts or in arrears, and if
outstanding amounts exceed a certain level within a billing
cycle, we send the subscribers frequent notices or take measures
for earlier billing. Further, we suspend the services to
subscribers who do not pay within 20 to 30 days after the
initial due date and also cancel the contracts of customers who
do not pay within 60 days.
Other
Revenues
Revenues
at Subsidiaries
We are taking the initiative to create new businesses which we
can create synergies with. As a part of this strategy, we
invested in the home shopping services company OAK LAWN
MARKETING (OLM) in April 2009.
OLM has broad knowledge and strong product procurement
capabilities in home shopping businesses in the US market,
product development and improvement know-how, video production
know-how and marketing ability for generating a high response
rate; whereas we have the mobile phone service technology and
know-how. Our
25
affiliation with OLM enables us to utilize the know-how and the
spread and expansion of
e-commerce
and home shopping businesses.
Mobile
Phone Protection & Delivery Service
To enable our subscribers to use our services comfortably, we
are making efforts to further enhance and strengthen our
after-sales services.
As part of these efforts, we now offer to docomo Premier Club
members who use FOMA, the Mobile Phone Protection &
Delivery Service. If a mobile handset is lost, stolen or damaged
by water or otherwise becomes unusable, a replacement handset
will be delivered directly to the customer. The Mobile Phone
Protection & Delivery Service, which requires payment
of ¥5,250 (including tax) each time the service is used in
addition to the monthly fee of ¥315 (including tax), has
been extremely popular with subscribers, who can use their
mobile phones comfortably.
Credit
Business
Many of our mobile phones come equipped with the
Osaifu-Keitai (Mobile Wallet) function, which
uses cards with contactless IC chips.
iD
The credit brand iD, which enables users to make
credit card payments using the Osaifu-Keitai
service, is a settlement platform that enables a user, simply by
holding the Osaifu-Keitai over a specialized
terminal installed in stores (reader/writer), to make a speedy
credit settlement without the need for signing on a credit card
slip. It can be used for both small and large purchases, and
comes with a number of security features to prevent unauthorized
use, so that it can be used with peace of mind and safety.
We are promoting the iD as a settlement platform to
credit card issuers, who can offer card members credit
settlement services combining conventional plastic cards and use
of iD with the Osaifu-Keitai.
The number of subscribers exceeded 10 million in December
2008 and reached 14.2 million at the end of March 2010. The
number of stores where iD can be used continues to
increase steadily, as we give priority to the installment in
shops that play an important role in customers day-to-day
lives. As of the end of March 2010, the number of the
readers/writers reached 440,000 units. Going forward, we
intend to continue providing an open iD platform to
credit card issuers.
In February 2007, we agreed to establish a new company with
McDonalds Holdings Company (Japan), Ltd.
(McDonalds) to jointly promote
e-marketing
with a focus on Osaifu-Keitai. In conjunction
with this
tie-up, we
jointly formed a new company, The JV, Ltd., in July 2007 to plan
and implement promotional activities targeting members of
McDonalds new membership club. This company, which merged
McDonalds and DOCOMOs respective customer bases,
brands, and business know-how in the restaurant and mobile phone
businesses, provides customers with Value,
Convenience, and Fun, by proposing new
lifestyles to be achieved through
e-marketing
focusing on the Osaifu-Keitai. As a result of
these efforts, in August 2009, iD was introduced and
installed at all McDonalds shops throughout Japan.
With a goal of further increasing customer convenience, we have
formed business alliances with the LAWSON and Family Mart
convenience store chains. As part of this operational alliance,
all stores in these chains have introduced payment services that
use iD mobile credit. We also reached agreement on
having iD available at Seven-Eleven stores across
Japan starting in July 2010. Now iD will be
available in virtually all major convenience stores in Japan.
We aim to expand the range of locations in which the
Osaifu-Keitai through the iD is
used and bring up mobile phones as Seikatsu
Keitai, that is, even more fully integrated into the
daily lives of our subscribers.
26
DCMX
In April 2006, as the credit issuer using mobile credit
iD, we launched DCMX mini and
DCMX as services adequate for small purchases in
order to further enhance the convenience provided by the
Osaifu-Keitai. In April 2007, we further
enhanced our menu of credit services tailored to customers
spending styles, with the launch of DCMX GOLD, which
allows for purchases in greater amounts and provides a higher
level of customer benefits and rewards. In June 2007, in
addition to the DCMX Visa card that we have offered since the
launch of the services, we started to issue the DCMX MasterCard,
allowing customers, to choose a card from Visa and MasterCard
when they sign up for services. As of March 31, 2010, the
number of subscriptions reached 11.26 million.
By enhancing these credit businesses, we aim to expand the
credit market and acquire a portion of this market, leading to
growth in our corporate value.
System
Integration for Corporate
We are directing efforts towards the SI business, which offers
corporate customers greater operational efficiency and expanded
business opportunities. These solutions can be applied to a
variety of business scenarios, including remote access to an
enterprise network and security measures.
We are also directing our efforts towards international
solutions for corporate customers. We established DOCOMO China
Co., Ltd. (DOCOMO China) in Shanghai, China in June
2008 to perform marketing activities directed towards corporate
customers in China. DOCOMO China provides mobile phone
collaborative business solutions and solutions relating to
information distribution services for corporate customers as
well as support for enhancing customer operating efficiency and
business activities in China, the worlds largest mobile
communication market.
Social
Platform Services
In addition, with a view towards sustainable social growth, we
are developing businesses in fields that have a potential for
strong synergy with mobile phones, such as the environment and
ecology, safety and security, and healthcare management, and are
aiming to create value in new areas. At the current time,
however, none of these businesses is of a scale that would have
a significant impact on revenues.
We offer a wide range of handsets to our subscribers.
In the year ended March 31, 2010, equipment development and
sales accounted for 11.8% of consolidated operating revenue. We
consider the development and sale of handsets to be critical for
our service development and securing of market share.
Manufacturers of our handsets have met our strict quality
standards. We also offer a one-year warranty period for all
handsets and provide free repairs during this period, except for
cases when customers are at fault. Further, software can be
updated thorough our network, to enhance customer convenience
and operational efficiency.
Mobile
Phone Handsets (FOMA)
We had previously offered a lineup that included the 90X series,
which came equipped with the latest functions, the 70X series,
which focused on key functions, and concept models, which
featured unique characteristics. So that customers can choose
according to their values and lifestyles, our handset lineup was
renewed in November 2008 to the docomo STYLE series,
docomo PRIME series, docomo SMART
series, docomo PRO series as well as the
Raku-Raku PHONE series.
Further, we had offered the smartphone as one of the handset
lineups of docomo PRO series. However, given the
rapid growth of the market, we created products that are
acceptable to a greater range of users and have a separate brand
category for docomo smartphones in May 2010.
27
docomo
STYLE series
Starting in November 2008, docomo STYLE series handsets were
released, and in the year ended March 31, 2010, 17 models
were launched, including the N-08A and
SH-05A. The series was developed under the concept
of distinctive mobile phones, designed like accessories
and offered in a wide variety of fashionable designs and colors
for individuals who want to project the latest
look.
docomo
PRIME series
Beginning in November 2008, docomo PRIME series handsets were
released, and in the year ended March 31, 2010, 11 models
were launched, including the
P-07A
and N-06A. The concept for the series is
full-feature mobile phones for the maximum enjoyment of
video, games and other entertainment by people who love to
explore the latest multimedia. The series features a
number of entertainment functions, including videos and games,
and lets users fully enjoy the latest mobile entertainment.
docomo
SMART series
Starting in January 2009, docomo SMART series handsets were
released, and in the year ended March 31, 2010, four models
were launched, including the N-09A and
P-09A.
The series was developed under the concept of
sophisticated mobile phones for busy people who want to
live productively and enhance the management of their
professional and private lives. The series is designed for
those who want to successfully balance work and private life.
The phones are equipped with useful business tools and feature
elegant designs.
docomo
PRO series
docomo PRO series handsets have been released since November
2008 and five models were launched in the year ended
March 31, 2010, including the i-mode models
SH-07A and SH-03B, and smartphone
HT-03A. The series was developed under the concept
of the most advanced high-spec mobile phones for those who
love cutting-edge digital tools and cant get enough of the
newest, hottest technology. The series allows customers to
use mobile phones comfortably as cutting-edge mobile phones with
their own specifications by resemblance to personal computers in
terms of operations.
Raku-Raku
PHONE series
The series was developed under the concepts of
user-friendliness, easy to use,
easy to see, and peace of mind. In the
year ended March 31, 2010, two models were launched,
Raku-Raku Basic II and Raku-Raku PHONE 6.
docomo
Smartphones
We have various lineups of Windows OS and Android OS compatible
smartphones from a wide range of manufacturers. In April 2010,
we launched the
Xperiatm
handset made by Sony Ericcson Mobile Communications. In July
2009, we also launched the T-01A, a stylish and thin
Windows Mobile handset. In July 2009, we launched the
Googletm
HT-03A, the first mobile phone in Japan with the
Android OS, and in February 2010, SC-01B, a Windows
Mobile handset for businesses.
Kids
PHONE
In December 2007, we released Kids PHONE
F801i, with improved reassuring functions such as
waterproof and loss-prevention functions. In February 2009, we
started selling Kids PHONE F-05A, with initial
settings that are limited to the functions of a security buzzer,
calling and GPS but with enhanced functions available to give
families peace of mind.
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Concept
Models
FOMA D800iDS, a two-screen handset equipped with a
touch panel, was released in February 2007. In June 2008, we
released PRADA Phone by LG, which was developed by
the global brand Prada through collaboration with LG Electronics.
90X
Series
In May 2007, the FOMA 904i series, which is compatible with
2in1, Chokkan Game and
Uta Hodai, was released. In November 2007,
the FOMA 905i series went on sale as an
all-in-one
phone. In June 2008, the FOMA 906i series, which is
positioned as an all-around video phone, was released. The
handset comes with such functions as WORLD WING
(3G+GSM); FOMA high speed (HSDPA);
One-Seg; GPS; 2in1;
DCMX; iD; Full-wide VGA LCD,
and supports a variety of video services and contents.
70X
Series
In January 2007, we released the FOMA 703i series, which pursue
unique styles such as the worlds slimmest (as of
January 16, 2007) handset and collaboration handsets.
In July 2007, we released the FOMA 704i series, featuring not
only slim and compact, but also One-Seg,
waterproof and other functions. In January 2008, we
began selling the FOMA 705i series, which is the result of a new
approach to design in addition to being slim. As part of this
series, PROSOLID µ (p705iCL) which
comes installed with numerous business functions was
released in March 2008, and FOMA SH705iII, which
features clear and audible calls and One-Seg and a
3.2 mega-pixel camera with clearly visible characters and
screen, became available in April. In July 2008, we launched the
FOMA 706i series, which was developed under the concept of
individualism and slimness. It features not only a compact
design but also functions supporting various customer needs and
lifestyles, such as Extreme Slim One-Seg Phone,
Waterproof One-Seg, Wellness Phone and
Friendly Phone for Everybody. The performance of
each of these handsets has been further improved.
SIMPURE
Series
In June 2007, SIMPURE
L2,
developed in collaboration with a designer, was released as the
latest model in the SIMPURE series.
Data
Communication Devices
In the year ended March 31, 2010, we launched the USB-type
data communication device L-05A, and the
ExpressCard-type data communication device L-07A,
which are compatible with HSDPA 7.2Mbps and HSUPA 5.7Mbps and
achieve a high-speed Internet connection with a simple
set-up.
Mobile
Wi-Fi Router
A new mobile Wi-Fi mini-router, co-developed by NTT Broadband
Platform, Inc. and BUFFALO INC., has begun to be sold at a
number of our outlets from June 2010. The mobile Wi-Fi router
allows Wi-Fi enabled devices, such as handheld gaming consoles
and tablet computers with wireless local area network
(WLAN) capability, which only used to be used in
WLAN coverage area, to connect to the Internet anywhere in our
FOMA network.
FOMA
Modules
To further promote the spread and development of FOMA Ubiquitous
Modules for the built-in market to the machine communication
field, we released in March 2007 FOMA UM01-F, which
supports both FOMA packet communication and voice/packet
communication separation control. In June 2009, we launched the
FOMA Ubiquitous Module FOMA UM02-KO, improving
functions and expanding the lineup of FOMA Ubiquitous Modules.
Currently, the FOMA Ubiquitous Modules are used for managing
taxi and bus operations, monitoring and controlling power and
gas facility devices, distributing content to information
posting systems, managing inventory for vending machines and
payment using mobile handsets. Further, in order to contribute
to the expansion of the machine communications market and to the
further spread and development of the telematics field, we
launched
29
FOMA TM01-SA, a FOMA telematics module in April
2009. This product can be used for packet communications as well
as voice and video phone communications, and is designed for
durability, with high vibration-resistance and
temperature-resistance properties. Our goal for FOMA Ubiquitous
Modules is to provide optimal solutions based on a full
understanding of our customers needs.
Digital
Photo Frames
We offer a digital photo frame (OTAYORI PHOTO PANEL)
with communication functions whereby photos that subscribers
have attached to
e-mail or
photos posted to the Otayori Photo site can be received by
e-mail and
displayed.
We launched the PHOTO PANEL 01 in July 2009 and the
PHOTO PANEL 02 in December 2009.
Sales
Channels
We sell our products and services through a vast sales of
network covering the entire country. The shops, which deal with
our products and services, are operated by various distributors,
and as of March 31, 2010, there were 2,390 docomo
Shops nationwide, which are specialized stores for which
we have approved the use of the DOCOMO logo and other trademarks
and service marks belonging to us, as well as the use of store
exteriors and displays that provide immediate recognition as
shops for DOCOMO. These docomo Shops are mainly
operated by third party distributors who have no equity
relationship with DOCOMO. In addition to docomo
Shops, there are general distributors that handle the
products and services of multiple operators such as mass
merchandisers of consumer electronics and other stores that also
sell our products. As of March 31, 2010, the number of such
shops was approximately 5,600 (excluding docomo
Shops).
One of the major advantages of our large sales network is that
it makes it easy for customers to subscribe to our services and
purchase products, such as FOMA handsets. As the mobile
communication market matures, it becomes more important to
acquire and retain customers. To continue acquiring and
retaining subscribers, we are engaged in the following sales and
marketing strategies: (1) comprehensive brand enhancement
from a customer-oriented perspective; (2) improvement of
customer retention programs; (3) continuous expansion of
service areas and improvement of network quality;
(4) increase in traffic by promoting the use of services
such as i-mode services; (5) improvement of the quality of
our after-sales services; (6) provision of competitive
tariffs; and (7) enhancement of handset lineups.
In order to enhance our business activities based on customer
needs, we formed the Corporate Branding Division in August 2007
as an entity under the direct supervision of our president.
Outside marketing experts were invited to participate in the
Division, which directed its efforts towards brand marketing
unbound by conventional values. In addition to seeking to
further strengthen marketing functions, we also reviewed the
role of the corporate brand in the light of the changing market
environment. This led to the renewal of the DOCOMO brand and
declaration of the New DOCOMO Commitments, for
reforming our company in April 2008. Under these Commitments, we
have thoroughly pursued our customer-based principles and
provide each and every customer with the best service along with
safety and security in order to transform ourselves to a
corporation that exceeds expectations. The functions discussed
above are succeeded by Strategic Marketing Department formed by
structural reorganization in July 2008.
Moreover, we have employed a new brand statement and a new brand
slogan, Unlimited Potential, in Your Hand, in an
effort to enhance satisfaction of each and every customer and
create deeper ties to bring customers continued enjoyment and
satisfaction by using DOCOMO products and services. We also
launched a new corporate brand logo and corporate color,
DOCOMO red, which we have been using since July 2008.
Sales
Methods
In November 2007, we started offering new handset purchase
methods. Under these purchase methods, customers can choose the
Value Course or the Basic Course based
on their needs. The Value Course offers lower basic
monthly charges than in conventional model and instead customers
pay the initial handset purchase
30
costs on their own. The Basic Course, which is
similar to the conventional model in that initial costs are
reduced by our sales incentives to distributors, offers basic
monthly charges unchanged from conventional basic monthly
charges and lowers initial handset purchase costs, as we pay a
portion of (give a discount on) handset purchases in exchange
for two-year contracts. Nowadays most customers who purchase new
handsets choose the Value Course.
Customers who purchased handsets with Value Course
will receive lower basic monthly charges even after they finish
the payment of handsets, so the longer customers use the same
handsets, the more they can cut their spending. Under the
Value Course, customers can choose from either 12-
or 24-month
installments, in addition to a lump-sum payment.
In Japan, mobile handsets used to be sold with sales incentives
to reduce initial costs and make them more affordable for
customers, and this sales model contributed significantly to the
growth of the mobile phone market. However, as the market has
matured, it was necessary to introduce a sales model suitable
for the current situation to solve issues such as feelings of
unfairness and the lack of transparency.
We feel strongly that the combined elements of our sales
network, extensive advertising activities, strong branding
power, network quality, competitive billing plans, and
after-sales services will enable us to continue acquiring and
retaining subscribers.
Customer
Support
In Japans mature mobile communication market, we have
shifted from a strategy focusing on acquiring new subscriptions
to one concentrating on the relationships with existing
customers, and have strived to achieve high customer
satisfaction. We consider customer support, including
after-sales services, to be extremely critical in retaining
subscribers and maintaining the high reputation and recognition
of the DOCOMO brand. We provide fruitful services to our
customers from the time a subscription is made or a handset is
purchased at a docomo Shop or at other sales
channels, and such services are supported by our fully
integrated information system. In addition, our Internet site,
accessible via mobile phones and personal computers, etc.,
allows customers to change their services, billing plans and
addresses, as well as shop for mobile handsets and accessories
24 hours a day.
Our after-sales services are provided mainly through
docomo Shops. All docomo Shops can deal
with repairs. A toll-free number is available for inquiries on
such matters as basic service contents and billing plans. In
addition, we have a
24-hour
framework for responding to handset and network problems,
including stolen or lost handsets.
To enhance the quality of after-sales services for existing
subscribers, when our sales distributors provide certain
after-sales services, including handset exchanges, billing plan
changes, and diagnosis/repair work on products such as handsets,
payments suitable for the services performed are paid to the
distributors.
In July 2009, we began offering at all docomo Shops
the keitai tenken service, a
check-up
service for handsets designed to ensure that customers can use
their mobile phones comfortably which have become an
indispensible tool in their daily lives. With the
keitai tenken service, to ensure that
customers handsets are kept in the best possible
condition, an expert staff checks for any problems in
communication functions such as breakage and malfunction, and
cleans the phones.
Further, in an effort to increase the number of users in
customer segments where penetration rate is low, we have
provided consultation for customers by holding seminars
regularly to promote the understanding of how to use mobile
phones.
As part of our efforts to provide enhanced customer services, we
offer a membership program called docomo Premier
Club. This program consists of the rewarding program,
complimentary services and after-sales services; depending on
their monthly mobile phone usage, subscribers earn points, which
can be applied to purchasing handsets, or exchanged to travel
tickets, restaurant vouchers or others. Customers are classified
into four stages based on their usage during the previous year
and years of continuous subscription, and the point-earning
percentage increases with each stage level. All members of the
Club are entitled to the following services: free repair
services for three years from handset purchase; the
Battery Pack Anshin Support, which offers
markdowns
31
on battery packs to customers who have used the same FOMA
handsets for at least one year (the service was expanded in July
2009 to give customers an option to choose a charger adapter in
addition to the conventional battery pack); the Repair Fee
Anshin Support, which caps repair charges for
non-insured phones at ¥5,250 (including tax); the
Receive Anywhere Service for Repaired Mobile Phone,
which allows a repaired phone to be picked up at any desired
docomo Shop or other location in Japan free of
charge, and the Keitai-Osagashi Service,
which confirms the approximate locations of phones free of
charge. Moreover, FOMA customers may apply for the Mobile
Phone Protection & Delivery Service, which for a
monthly fee of ¥315 (including tax) and ¥5,250
(including tax) each time the service is used, in case of water
exposure, theft, loss or other trouble, and covers shipment of a
replacement handset. Further, Club members are entitled to other
complimentary services from hotels, shops, restaurants, and
other sponsor companies. Customers in the Premier Stage are also
entitled to get free battery packs (since July 2009, we have
been giving customers the option to choose a charger adapter in
addition to the conventional battery pack) to customers who have
used the same FOMA handsets for more than one year.
Following the introduction of new sales methods, the replacement
purchase cycle has been getting longer. Although the number of
handsets requiring repair and its corresponding costs has been
increasing, we expect that this will result in a retention
effect as can be seen from our low churn rate.
Further, to promptly respond to customer opinions regarding area
quality, we offer a service under which, if a customer requests,
we visit the customers home and perform area quality
surveys, generally within 48 hours once our service staff
contacts the customer making the request.
We are also putting efforts into the support of customers
overseas. In addition to our support desks in Honolulu, we
expanded the number of overseas cities with support desks to 13
in total, including London, New York, Paris, Singapore and
Shanghai. These support desks offer free handset charging
services, and respond to inquiries regarding how to use and
operate mobile handsets overseas.
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5.
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Investments
and Affiliations
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Investments
and Affiliations in Japan
To expand our areas of business, we make investments in, enter
into business alliances with and establish joint ventures with
companies having resources and know-how that supplement our
existing business. The primary fields where we make such
investments and affiliations are financial settlements,
broadcasting, content, social infrastructure and research and
development.
In the financial settlement field, we undertake business
investment to expand the
e-commerce
market for i-mode, promote the spread of the
Osaifu-Keitai, and promote the spread and
expand of iD and DCMX services. In the broadcasting field, we
have been investing in such targets as television stations to
investigate new services and develop businesses through the
convergence of telecommunications and broadcasting. In the
content field, which includes video content, through investments
in advertising companies and investments in and affiliations
with companies that offer services to consumers, we are
directing our efforts towards the expansion of the mobile
content market. In the social infrastructure field, we are
undertaking investments and affiliations in fields with strong
potential synergy with our business to contribute the
sustainable development of society by providing mobile
solutions. And with regards to the research and development
field, we are making investments and affiliations to ensure a
stable procurement of our products, competitive pricing and
quality for our products, and market superiority through
technical synergies with our business partners.
OAK LAWN
MARKETING
In April 2009, we reached an agreement on a capital alliance
with the home shopping company OAK LAWN MARKETING, INC.
(OLM), and acquired 51% of the common shares of OLM
for ¥31 billion. With a view towards revitalization of
the
e-commerce
market, we completed the transition of OLMs three brands
into official i-mode sites in September 2009, and in February
2010, OLM started to provide their contents using i-concierge
service, which is the first introduction case for a home
shopping company. The two companies plan to continue their
32
efforts to expand the home shopping businesses that utilize our
services including video contents and platforms. OLMs
revenue is recorded in Other Revenue in our consolidated
results. Please see Other Revenue in Item 4B.
Sumitomo
Mitsui Card
On April 27, 2005, we entered into an agreement with
Sumitomo Mitsui Financial Group, Inc., Sumitomo Mitsui Card Co.,
Ltd. (Sumitomo Mitsui Card) and Sumitomo Mitsui
Banking Corporation (SMBC) to form a strategic
business and capital alliance for the launch of a credit-payment
service using our Osaifu-Keitai phones equipped with
smart-card functions for cashless payments. As part of the
tie-up, we
acquired 34% of the common stock of Sumitomo Mitsui Card, a
major company in the credit card industry that was a pioneer as
an issuer of Visa cards in Japan, for approximately
¥98.7 billion, including shares newly issued by
Sumitomo Mitsui Card. Starting in December 2005, Sumitomo Mitsui
Card began issuing the Sumitomo Mitsui Card for iD. The current
state of the credit business is discussed in Other
Revenue Credit Business in Item 4B.
ACCESS
In December 2005, we purchased an additional 6,356 newly
allocated shares of ACCESS CO., LTD. (ACCESS), a
developer of software for mobile phones, for approximately
¥15 billion, bringing our total stake in ACCESS to
11.6%. ACCESSs browser is widely used in our 3G FOMA
handsets and we aim to further strengthen our relationship
through this investment to support the development of browser
technology.
International
Investments and Affiliations
We make investments in
and/or enter
into agreements with mobile service providers providing mobile
phone related services with the long-term aim of securing growth
and revenue opportunities and strengthening our global
competitiveness.
In regards to investments in mobile service providers, in order
to capture growth in overseas markets, we support the businesses
of our investment partners and achieve financial returns in the
form of dividends and equity gains, and at the same time, we aim
to achieve synergies with the partners, including joint
development of handsets, joint procurement and increased roaming
revenues through introduction of W-CDMA technology.
In mobile phone-related business fields, as in our construction
of an overseas platform business through our acquisition of net
mobile AG, we are directing our efforts towards the provision of
value-added services overseas, where synergy effects can be
anticipated from our experience and know-how in the provision of
sophisticated services in Japan.
Hutchison
Telephone Company Limited/Hutchison 3G HK Holdings
Limited
In December 1999, we acquired a 19% equity interest in Hutchison
Telephone Company Limited (HTCL) in Hong Kong for
approximately US$410 million (approximately
¥42 billion at the date of investment) as part of our
business alliance with Hutchison Whampoa Limited
(HWL) with respect to the development of their
mobile Internet services and 3G businesses in Hong Kong. In May
2001, we made an additional investment of US$30.44 million
(approximately ¥3.7 billion at the date of investment)
for a 6.4 point increase in our equity interest in HTCL.
In July 2001, we agreed with HWL to separate the 3G entity from
HTCL, and acquired a 25.4% equity interest in Hutchison 3G HK
Holdings Limited (H3G HK), for approximately
HK$303,190 (approximately ¥5 million at the date of
investment).
In November 2002, NEC Corporation (NEC) acquired a
5% equity interest in both HTCL and H3G HK. As part of this
transaction, our interest in both HTCL and H3G HK decreased from
25.4% to 24.1%. We currently hold a 24.1% equity interest in
both HTCL and H3G HK.
HTCL launched its mobile Internet services in May 2000. In
addition, H3G HK acquired a 3G license in September 2001 and
launched 3G services in January 2004. H3G HKs 3G license
was transferred to HTCL in June 2005 and 3G services are
provided by HTCL at present.
33
Far
EasTone Telecommunications Co., Ltd.
In February 2001, we invested approximately NT$17.1 billion
(approximately ¥61.3 billion at the date of
investment) for a 20% equity stake in KG Telecommunications Co.,
Ltd. (KG Telecom). KG Telecom was a mobile network
operator which operated in Taiwan. In July 2001, we purchased
new shares of KG Telecom, thereby increasing our equity stake to
21.4%. The amount of our additional investment was
NT$1.87 billion (approximately ¥6.7 billion at
the date of investment).
In October 2003, KG Telecom became a wholly owned subsidiary of
Far EasTone Telecommunications Co., Ltd. (FET), the
third-ranked mobile network operator in Taiwan. We became an
approximately 5.0% shareholder in FET, and received
NT$2.5 billion (approximately ¥8.0 billion at the
date of payment) in cash.
In March 2004, we signed a consulting agreement with FET. Under
the agreement, we provided technical assistance including
assistance for network field testing and coverage optimization
for the introduction of FETs W-CDMA 3G service. FET
launched 3G services based on W-CDMA technology in July 2005.
KT
Corporation
In December 2005, we entered into an agreement with Korean
mobile network operator KT Freetel Co., Ltd. (KTF)
on a comprehensive strategic alliance including equity
participation, under which we invested approximately KRW
564.9 billion (approximately ¥65.1 billion at the
date of investment) to acquire a 10% stake in KTF through a
third-party allotment of new shares and purchase of KTF treasury
stock.
Through the partnership, we provided technical support to KTF to
deploy a nationwide W-CDMA network successfully. Also, we have
been working on initiatives such as improving convenience for
the travelers in both countries through the joint development
and the provision of roaming services, developing new business
by taking advantage of the technical and marketing expertise of
the worlds leading providers of cellular services and examining
cost-saving opportunities, such as the joint handset
procurements. In July 2007, as part of the companies joint
handset procurement project, an announcement was made of the
joint procurement of HSDPA compatible USB type terminals. In
October 2007, as part of the joint activities in the
Business & Technology Cooperation Committee
(BTCC) established by the two companies, the
companies agreed to investment in KT-DOCOMO Mobile Investment
Limited Partnership, a fund having KTBnetwork Co., Ltd.
(KTB) as the asset manager, which invests in South
Korean venture companies in the mobile and IT related fields. In
conjunction with this alliance, we invested KRW
13.5 billion (approximately ¥1.7 billion at time
of investment decision, a 45% equity stake) in the fund. In
2009, we achieved certain results through the activity in BTCC,
including the launch of jointly planned handsets in South Korea
and the provision of a jointly developed Local Number
Roaming service.
In addition, in January 2009, in conjunction with the merger
between KTF and the Korean fixed-line carrier KT Corporation
(KT), for the purpose of a strategic alliance with
KT, we agreed to exchange 40% of our stake for KT common shares,
and the remaining 60% for exchangeable bonds issued by KT. In
June 2009, we acquired the above shares and exchangeable bonds,
and our equity stake became approximately 2.2%. In December
2009, we exchanged the exchangeable bonds for KTs US ADRs,
making our stake in KT roughly 5.5%.
Philippine
Long Distance Telephone Company
In January 2006, we entered into an agreement with NTT
Communications Corporation (NTT Com), Philippine
Long Distance Telephone Company (PLDT) and First
Pacific Company Limited (FPC), PLDTs largest
shareholder, on a share acquisition and business
tie-up.
Under the agreement, we purchased approximately 7.0% of its
total common shares from NTT Com, for approximately
¥52.2 billion and established a comprehensive business
tie-up with
PLDT and its mobile network operator subsidiary Smart
Communications, Inc. (SMART).
Since March 2007, we have acquired PLDT shares in stages through
the open markets, acquiring a total of approximately
¥98.9 billion, shares equivalent to approximately 7.5%
of PLDTs outstanding shares as of March 31, 2008; as
a result, combined with NTT Coms PLDT shares, the NTT
group achieved a 20.9% stake in PLDT. Pursuant to the January
2006 agreement, we have the ability to exercise the voting
rights of NTT Com, and since we obtained the ability to exercise
significant influence over PLDT, we have considered PLDT as an
affiliate and accounted for the investment by applying the
equity method. We also have designated two directors each to
34
PLDT and SMART. Going forward, we will further strengthen our
tie-up with
PLDT and SMART and make efforts to increase their enterprise
value through our operational support and technology cooperation
such as advancement of network, introduction of value-added
services and enhancement of international roaming services.
DOCOMO
PACIFIC, INC.
In March 2006, we agreed to fully acquire both Guam
Cellular & Paging (Guam Cellular) and Guam
Wireless Telephone Company, LLC (Guam Wireless),
mobile network operators operating in Guam and the Northern
Mariana Islands (including the island of Saipan), for a total
amount of US$71.8 million (at the time of investment,
approximately ¥8.4 billion). In December 2006, we
transferred operations to Guam Cellular from Guam Wireless
through a holding company and we integrated operations of the
two companies. Through this acquisition, Guam Cellular became
our wholly-owned subsidiary. We have endeavored to improve
convenience of international roaming services for the large
number of Japanese travelers who visit Guam and the Northern
Mariana Islands, by enhancing Guam Cellulars GSM network
and introducing packet roaming services by developing its GPRS
network. In July 2008, we launched 3G services, based on W-CDMA
technology. In October 2008, the company name was changed to
DOCOMO PACIFIC, INC. (DOCOMO PACIFIC). Currently, under the
DOCOMO brand, we are striving for further improvement in
quality, and are directing our efforts to providing services
offering high convenience to customers. In December 2009, we
began providing to DOCOMO PACIFICs subscribers MAX
CHANNEL, a push-type information distribution i-channel
service. DOCOMO PACIFICs revenue is recorded in Cellular
Services Revenue in our consolidated results.
Axiata
(Bangladesh) Limited
In September 2008, we acquired a 30% equity interest in TM
International (Bangladesh) Limited (TMIB), a mobile
network operator based in Dhaka, Bangladesh, for
US$350 million (approximately ¥37 billion). In
addition, in November of the same year, we made an additional
investment of approximately US$30 million (approximately
¥3 billion) on a pro-rata basis. In May 2009, the
company name was changed to Axiata (Bangladesh) Limited
(AXB). Through the investments, we are participating
in AXBs management by actively drawing on our expertise to
enhance the companys business in the fast-growing
Bangladesh mobile telecommunication market.
Tata
Teleservices Limited
In November 2008, we reached agreement on a capital alliance
with Tata Sons Limited (Tata Sons), the holding
company of Tata group, and the Indian telecommunication carrier
Tata Teleservices Limited (TTSL), which is a unit of
Tata group. Based on this agreement, we acquired approximately
26.5% of TTSLs stake for approximately 128.1 billion
rupees (approximately ¥252 billion) in March 2009. We
also made a tender offer for shares of Tata Teleservices
Maharashtra Limited (TTML), a TTSL affiliate, and
acquired approximately 12.1% of TTML shares for a price of
approximately 5.7 billion rupees (approximately
¥11 billion) in March 2009. Through this strategic
investment and alliance, the three companies are aiming to
expand their business in the Indian market, which is expected to
grow at a fast pace. In June 2009, we began offering the GSM
services under the brand name TATA DOCOMO and our
i-channel service, which is a push-type information distribution
service. In January 2010, we have also launched a manga
distribution service called DOCOMICS.
DOCOMO
interTouch Pte. Ltd.
In December 2004, we invested US$70 million (approximately
¥7.3 billion as of the date of investment) to fully
acquire inter-touch (BVI) Limited, a Singapore-based holding
company of Internet providers which supply high-speed broadband
connections and applications for travelers at hotels across the
Asia-Pacific region, Europe, the Americas and other regions.
In February 2007, with a view toward improving our group
business results and future business expansion, we decided to
reorganize the structure for further operational efficiency. We
decided to make INTER-TOUCH PTE LTD (currently DOCOMO interTouch
Pte. Ltd.) (interTouch), one of the inter-touch
groups operational companies in Singapore, a wholly owned
subsidiary. The reorganization resulted in interTouch becoming a
wholly-owned subsidiary of DOCOMO and the dissolution of three
companies, inter-touch (BVI) Limited, INTER-
35
TOUCH (MIDDLE EAST) LIMITED and inter-touch Holdings (Singapore)
Pte Ltd. Inter-touch (BVI) Limited was dissolved in February
2008, and inter-touch Holdings (Singapore) Pte Ltd. was
dissolved in March 2008.
In December 2007, interTouch reached an agreement with the
primary shareholder of MagiNet Pte. Ltd. (MagiNet),
a high-speed Internet service and video distribution service
provider for hotels, to fully acquire the company for
approximately US$150 million (approximately
¥16.5 billion). The acquisition was completed in
January 2008. In conjunction with this acquisition, we carried
out a capital increase in interTouch of US$191 million
(approximately ¥21 billion). Currently interTouch is
one of the largest providers of high-speed Internet service for
hotels in the Asia-Pacific region, providing services in
approximately 1,200 hotels in 70 countries across the world. In
April 2008, we announced that the name of the company had been
changed to DOCOMO interTouch Pte. Ltd. Currently, under the
DOCOMO brand, the company is endeavoring to further expand its
business, and by providing a full range of services, enhance
convenience for overseas travelers. Please note that
interTouchs revenue is recorded in Other Revenue in our
consolidated results.
net
mobile AG
In November 2009, in order to establish an international
mobile-content distribution platform, by means of a tender offer
implemented by our wholly owned subsidiary DOCOMO Deutschland
GmbH, we acquired, at a cost of roughly 38.9 million Euros
(roughly ¥5.2 billion), approximately 79.6% of the
outstanding common shares of net mobile AG (net
mobile), a German mobile content distribution platform
business. As a result of this tender offer, net mobile became
our subsidiary. In December 2009, by subscribing to a private
placement of new shares issued by net mobile at a cost of
roughly 4.89 million Euros (roughly
¥600 million), our stake in the company increased to
approximately 81.5% of the outstanding common shares. Please
note that net mobiles revenue will be recorded in Other
Revenue in our consolidated results from the fiscal year ending
March 31, 2011.
We currently provide our services on several different networks
including 3G and 2G networks. Each of these networks is composed
of four basic components: base stations, antennas, switching
centers and transmission lines. When a person uses a mobile
phone (or other portable device), an antenna on top of a base
station receives the signal. The signal then travels via
transmission lines to a switching center, which routes the
signal to another base station in the vicinity of the intended
recipient of the signal. In general, our 2G network and 3G
network use separate base stations, antennas and switchboards,
but we are moving ahead with providing common antennas and
transmission lines for the 2G and 3G networks in our efforts to
reduce network costs.
In order to establish and maintain our high-quality network
economically and efficiently, we purchase high-quality network
equipment at low costs from approximately 90 suppliers inside
and outside Japan in accordance with our procurement policies,
which stress openness and fairness.
At new procurement opportunities, we obtain high-quality
equipment at competitive prices by receiving a wide range of
proposals from domestic and international suppliers through our
website.
3G
Network
We developed our 3G network based on the IMT-2000 standards of
the International Telecommunications Union, or ITU, and launched
commercial service of our 3G network in October 2001. IMT-2000
indicates a third-generation (3G) mobile
communication system which offers data communication at a speed
higher than the conventional second-generation (2G)
system as well as international roaming services.
We are actively moving ahead on the migration of our customers
from our 2G to our 3G network and adding equipment and
infrastructure for our 3G network in addition to our existing 2G
network. We have been constructing an IP router network based on
an optical fiber relay network aiming to transmit huge volumes
of data efficiently and less costly. The Japanese government has
allocated a total bandwidth of 335MHz as radio frequencies
available for use in the 3G network (including frequencies that
are planned to be used in the future). Of this, we use 20MHz x2
(for uplink and downlink) in the 2GHz band across Japan. In the
800MHz band, which is in the process of reallocation, we
currently use up to 10MHz x2 in regions where interference with
existing systems can be avoided.
36
Further, in the 1.7GHz spectrum, we use 15MHz x2 in the Kanto,
Kansai, and Tokai areas. Therefore, our 3G network operates on
the three bands of 2GHz, 800MHz and 1.7GHz.
In the year ended March 31, 2010, we moved aggressively to
improve area quality, based on quality surveys, for underground
shopping areas, shopping facilities, and other places where
customer needs are high. Also, we actively utilized low-cost
repeaters to improve quality in small areas such as
customers homes and offices.
We were the first company in the world to launch 3G services
based on W-CDMA technology. Many foreign companies in which we
have invested, including HTCL, FET, KT and PLDT, and many of our
international strategic allies, including most of the Conexus
Mobile Alliance member operators, have already launched 3G
services based on W-CDMA.
By licensing our intellectual property with respect to W-CDMA
under fair, reasonable and non-discriminatory terms and
conditions, we have contributed to the spread of W-CDMA
technology.
Furthermore, LTE (Long Term Evolution) has been discussed in
3GPP (3rd Generation Partnership Project), a
standardization association of W-CDMA, and we have played a key
role in the discussion. In response to specifications on LTE
which were mostly finalized during the meeting of 3GPP held in
March 2009, we launched the development of LTE for its
commercialization. In tandem with these developments, we
continue to vigorously participate in the 3GPP standardization
activities in order to finalize LTE test specifications and
investigate LTE-Advanced, a successor to LTE.
2G
Network
Our 2G network, which is currently offered nationwide, is
expected to terminate in March 2012.
The Japanese government has currently allocated 41MHz x2 (uplink
and downlink) for the use of our 2G Network. We are using at
18MHz x2 in the 800MHz band for 2G network.
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7.
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Research
and Development
|
In order to respond to swiftly growing demand for wireless
telecommunication and to diversifying customer needs, we have
upgraded our research and development capabilities and
streamlined our research and development operations. As part of
these activities, we built a center for research and development
in Yokosuka Research Park in March 1998. This center is a highly
advanced research and development center near Tokyo specializing
in mobile telecommunication technology. With state-of-the-art
testing facilities, the center is the base for research and
development of basic technologies, 3G, 4G and other mobile
communication systems and a variety of new products and services.
Research and development is performed primarily at our own
facilities. Research and development expenditures in the year
ended March 31, 2010 were 109.9 billion yen. As part
of our ongoing research and development and in order to continue
to improve our products, networks and services, each of our
research and development departments collaborates with product
development staff at other operating divisions. We are also
working with major manufacturers of our handsets and network
equipment.
In addition, outside the R&D Center, the following other
departments have joined development activities; Product
Department, Frontier Services Department, Ubiquitous Services
Department, Services Platform Department, Solution Business
Department and Network Service Operation Department.
As to our overseas subsidiaries, we established DOCOMO
Communications Laboratories USA, Inc., which engages in research
and development of network technology, handset software and
media encoding. In July 2005, we established DOCOMO Capital,
Inc., whose purpose is to invest in venture businesses that have
leading-edge and innovative technologies applicable to mobile
communication. We also set up DOCOMO Communications Laboratories
Europe GmbH, which primarily researches network technologies,
wireless technologies, next-generation IC/USIM card
technologies, security technologies and standardization
activities. In November 2003, we established DOCOMO Beijing
Communications Laboratories Co., Ltd. to engage in the
leading-edge research, in particular fourth-generation
(4G) wireless technologies and beyond. We also
established DOCOMO
37
Technology, Inc., which primarily carries out research and
development to enhance our PDC system, IMT-2000 system and other
existing systems and supplements our fundamental research and
development activities.
Furthermore, we also conduct research with various universities
inside and outside of Japan. In the collaborative research
field, we have been involved in technological exchange in
connection with not only 3G research and development but also 4G
mobile communication systems and other advanced technology
research.
In April 2003, we and other mobile network operators in Japan
agreed to conduct a joint research on the possible biological
effects of exposure to radio waves from mobile phone systems. In
April 2005 and January 2007, interim reports were issued, and at
present research is still ongoing in collaboration with the MIC.
LTE
We have also undertaken the development of LTE. We began
recruiting manufacturers for LTE equipment development in July
2006 and commenced development geared towards commercial
application. In September 2007, we succeeded to create a
prototype of a Large Scale Integration (LSI) that
uses our original technology to achieve high-performance signal
separation of MIMO multiple signals at a downlink speed of
200 Mbps with low power consumption of under 100 mW. With
this prototype, we are able to mount LTE high-speed signal
transmission technology with power consumption suitable for use
in portable devices. Indoor experiments started in July 2007 to
confirm basic system performance and optimize the system.
Outdoor trials with LTE systems began in February 2008 to
determine the performance of actual wireless systems and further
optimize the system, successfully achieving a downlink packet
data transmission speed of 250 Mbps. In December 2008, we
successfully created a prototype of low power consumption LSI
that achieves a data reception processing speed of
100 Mbps, which is a requirement for LTE. Going forward, we
will continue research and development of LTE and IMT-Advanced
based on these prototype LSI chips and actively cooperate with
the international standardization.
In September 2009, we developed remote radio equipment
(RRE) unit for LTE base stations. The RRE are radio
devices with radio wave modulating functions that can operate on
the 2GHz band, and thus can be used with both LTE base stations
and W-CDMA base stations. The deployment is a part of
DOCOMOs initial plan to layer a 2GHz LTE network over its
existing 3G network to provide dual W-CDMA/LTE service, which
will combine the benefits of LTEs high transmission speeds
with 3Gs wide-area coverage as the LTE network is expanded
gradually.
In October 2009, together with NEC Corporation, Panasonic Mobile
Communications Co., Ltd and Fujitsu Limited, we completed
development of an LTE- PF chipset engineering sample. The
platforms technology is expected to be licensed in mobile
phone markets worldwide, where its adoption as a common platform
will free manufacturers of mobile phones and chipsets from
developing proprietary technologies for basic functions. As a
result, manufacturers will get products to market faster and at
lower costs, and will be able to concentrate more resources on
the development of enhanced lineups of unique products.
In January 2010, we developed a prototype multi-band power
amplifier that accommodates eight frequency bands between
700 MHz and 2.5 GHz, paving the way for lightweight,
all-in-one
mobile phones capable of standalone wireless communications of
different standards, including the forthcoming extra-fast LTE
standard as well as existing W-CDMA and GSM. Once
commercialized, this technology, because it does not require an
increase in the number of power amplifiers used, will enable
mobile phones to be used with virtually all of the mobile
telephone services worldwide, including LTE, W-CDMA and GSM,
without an increase in handset size.
Going forward, we will continue to build areas that will prove
satisfactory to our customers, and as a member of this
pioneering group, will continue with preparations for the launch
of LTE services.
4G
Mobile Communication System
We have conducted research regarding other advanced
technologies, including fundamental research on a 4G mobile
communication system aiming at further enhancement of cellular
services. ITU has set forth as a requirement for 4G systems the
ability to support transmission speed of up to 100Mbps for
downlink at high-speed movement and 1Gbps at low-speed movement.
If such a system is realized, high quality video equivalent to
high-definition television will be provided and will allow
high-speed transmission of large-capacity data on a
38
bandwidth of approximately 100MHz. We actively participate in
the international standardization movement for 4G systems.
In the summer of 2002, we began practical evaluations of key
technologies for our 4G mobile communication system, as well as
implementing an experimental system to demonstrate their
benefits. In October 2002, we successfully completed a 100Mbps
downlink and a 20Mbps uplink transmission experiment in an
indoor environment using an experimental 4G mobile communication
system. In May 2003, the Kanto Bureau of Telecommunications
granted us a preliminary license to conduct field trials of 4G
mobile communication systems. In August 2004, we successfully
completed experiments on real-time 1Gbps packet transmission in
downlink. In May 2005, following the experiments in an indoor
environment, we successfully realized outdoor experiments on
real-time 1Gbps packet transmission in downlink, followed by
2.5Gbps packet transmission in downlink, in December 2005. In
February 2007, we successfully tested packet transmissions with
a maximum downlink speed of 5Gbps outdoors. Currently, we
continue to evaluate and improve these high-speed transmission
technologies through field trials.
Development
of Handsets
With respect to handset procurement costs, we continue to work
to reduce the costs even though the enhancement of handset
performance is driving up the costs. In the medium term, we will
make further efforts to reduce handset procurement costs by
simultaneously reviewing the handset development cycle, raising
the efficiency of software development, and using shared
components with an eye towards global deployment.
We also took the following measures to raise the efficiency of
chip set and software development and for operating system
standardization. By investing approximately
¥12.5 billion from the year ended March 31, 2005
to the year ended March 31, 2007 in the development of LSI
technology relating to FOMA handset chipsets, having
manufacturers incorporate our requirements from the LSI
specification review stage and striving for one-chip LSI, we
shortened development times and costs with the introduction of
one-chip. In addition, in the second half of the year ended
March 31, 2008, we jointly developed a mobile phone
platform that integrates the baseband LSI, the application
processor one-chip LSI, and core software including the OS
platform. Even after the year ended March 31, 2008, we
continue to work in the joint development of a mobile phone
platform compatible with HSDPA cat.8 and having an even faster
processor, achieving greater functionality and cost efficiency.
To promote greater global collaboration concerning
Linux®
platforms, we participated in the formation of the LiMo
Foundation with six companies including Vodafone Group and
Motorola, Inc. in January 2007 and we are a founding member of
the Symbian Foundation, a non-profit organization that promotes
the development of Symbian
OStm-based
software platforms for mobile handsets.
Further, we participate in the Open Handset
Alliancetm,
which includes Google, and in cooperation with Google, we
released handsets loaded with Android, a software platform for
mobile handsets, including commercialization for us. By having a
standardized platform for mobile handsets, we anticipate
reductions of development costs and shortening of development
terms, and this in turn will lead to the promotion and spread of
W-CDMA services across the world, and for this reason we have
been actively involved in these activities.
In February 2010, upon the formation of the NPO Wholesale
Applications Community, which has the aim of promoting an
open market for mobile telephone applications, we signed a
memorandum of understanding to consider participation in this
alliance. The Wholesale Applications Community aims
to create an ecosystem for developing and providing applications
that respond to the needs of the market by building a more open
development environment for mobile phone applications and by
providing a diverse range of appealing applications which are
not limited to specific handsets.
In April 2008, we launched development of operator packs to be
used in the development of FOMA handsets to achieve greater
efficiency in the development of FOMA handsets, encourage mobile
handsets manufacturers to participate in FOMA handsets
development, and improve the international competitiveness of
domestic handsets manufacturers.
The operator pack is an application software set for the
Linux®
and Symbian
OStm
operating systems that comply with
LiMotm
specifications for DOCOMOs proprietary services including
i-mode and i-appli. The operator
39
pack will make use of such properties as the middleware (MOAP*:
Mobilephone Oriented Application Platform) and application
software we have developed. The operator pack, combined with a
global handset software platform containing a suite of basic
functions such as calling, will enable us to provide a variety
of services for our cellular services. We installed the operator
pack on FOMA handsets starting in December 2009 and recommend
handsets manufacturers to use the operator pack.
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|
* |
MOAP is a software platform that was first used on some models
in the FOMA 901i series handsets. The
Linux®-version
of MOAP was jointly developed with NEC Corporation and Panasonic
Mobile Communications, Co., Ltd; the Symbian
OStm
version of MOAP was jointly developed with Fujitsu Limited. We
continue to develop the standardization of platforms and
extension of functions.
|
In the case that the rights for FOMA handset patented
technologies and know-how, in which we invested development
expenditures on handsets manufacturers, are used in handsets by
the manufacturers and the handsets are supplied to other 3G
operators, we will receive royalties from the manufacturers. In
December 2005, in order to promote cooperation in technological
development focusing on browser technology, we invested
approximately additional ¥15 billion in Access. Also
in December 2005, in an effort to strengthen our cooperation in
handset middleware centered on Java technology, we invested
approximately ¥13 billion in Aplix Corporation. In
March 2008, with a view towards greater technical cooperation in
the field of user interfaces and other terminal middleware, we
invested approximately ¥1.8 billion in Acrodea, Inc.,
and received a distribution in kind of Acrodea, Inc. shares held
by JAIC Advanced-Tech No. 1 Venture Capital Investment, LP
of which we are a limited partner. Advanced handset capabilities
and a wide variety of model choices play an important role in
the success of 3G services. By investing in FOMA handset
expansion, we expect to motivate manufacturers to produce
advanced value-added 3G handsets, promoting the development of
3G services and mobile multimedia as we have already seen with
the popularity of our 90xi series.
Notes:
1: Linux®
is a registered trademark of Linus Torvalds in the U.S. and
other countries.
|
|
2: |
Symbian OS and all Symbian related trademarks and logos are
trademarks or registered trademarks of Symbian Ltd.
|
As Japans mobile phone market has continued to mature in
line with the rise in cellular penetration rate, competition
among operators remains intense in such areas as acquisition of
subscribers and further improvement of service offerings. We
have responded to the gains made in recent years by competitors
with a comprehensive approach, including revisions in our
billing plans, releases of attractive handsets, and improvement
in network quality. In addition to existing mobile network
operators, other companies have also expressed their intention
to enter the mobile phone market.
Furthermore, in addition to direct competition with other mobile
network operators, we believe that the telecommunications
industry in Japan is organizing itself into integrated groups of
telecommunications service providers that will offer local,
long-distance and international services as well as mobile and
other services. While we believe that we have certain
competitive advantages over these groups, including our current
market leadership position, our research and development
capability and our affiliation with NTT, the effect of industry
consolidation is difficult to predict and no assurance can be
given that we will be able to continue to protect our current
market position.
Competition
in the mobile telecommunication market
There are presently four mobile network operators in Japan:
DOCOMO, KDDI CORPORATION and its subsidiaries (KDDI
group), SOFTBANK MOBILE Corp. (SOFTBANK
MOBILE), and EMOBILE Ltd. (EMOBILE). As of
March 31, 2010, we had a market share of 50.0%, the KDDI
group had a market share of 28.4%, SOFTBANK MOBILE had a market
share of 19.5% and EMOBILE had a market share of 2.1%. These
mobile network operators have all received permission and
licenses from the Japanese government for the establishment of
3G services in Japan.
40
The KDDI group is the second largest mobile network operator in
Japan with approximately 31.9 million subscriptions as of
March 31, 2010. SOFTBANK MOBILE operates nationwide and is
the third largest mobile network operator with approximately
21.9 million subscriptions as of March 31, 2010.
Competition in the mobile communication industry has led the
three mobile network operators (excluding EMOBILE) to enact
similar rate plans and promotions. For example, KDDI group and
SOFTBANK MOBILE both offer plans and services that are similar
to our Family Discount, Two-Month
CarryOver and Pake-hodai double services.
SOFTBANK MOBILE introduced the White Plan service
that allows unlimited free calls among SOFTBANK MOBILE
subscribers between 1:00 a.m. and 9:00 p.m.
Regarding potential competition with fixed-line
telecommunication services companies, our management believes
that fixed-line telecommunication services and cellular
communications services are not necessarily competitive with,
but rather are primarily complementary to, each
other customers typically use fixed-line networks
when they are at their homes or offices and cellular networks
when they are outside. However, with the expansion of services
offered by both fixed-line and mobile network operators,
improvements in fixed-line and cellular technology, rate
reductions in cellular services, deregulation, competition
within the telecommunications industry and other developments
(including technological developments that may enable us to
lower the cost and further improve the capacity of cellular
communication), there may be direct or indirect competition or
conflicts of interest between us and other NTT subsidiaries.
Entry
of other MVNOs
An MVNO is a mobile virtual network operator that (1) uses
the mobile communication services provided by a mobile network
operator (MNO) or connects with an MNO to provide
mobile communications services, and (2) does not build or
operate its own radio stations to provide such mobile
communications services.
The MVNO system was introduced so that by means of MVNOs
utilizing the wireless network of an MNO to provide a diverse
range of services, a diverse range of business models that are
designed to meet the needs of users appear, thereby benefiting
users through the provision of diverse and low-cost services in
the mobile communications market. Another goal of the system is
to ensure the fair and efficient use of radio waves.
In the saturated mobile phone market, the entry of MVNOs can be
expected to lead the creation of new services, we are looking to
build win-win relationships with MVNOs, and are taking a
proactive approach to connection and collaboration with MVNOs.
Competition
in the Data Communication Market
In Japans mature mobile phone market, we believe that the
data communication market is a particularly appealing market,
offering opportunities for secondary unit demand. It is our goal
to build a mobile data communication society, where a great many
people can use mobile data communications easily and with
convenience.
With respect to competition in the data communication market,
EMOBILE has captured a large number of new subscriptions. We too
have been putting greater emphasis on sales since the second
half of FY2008, and have been seeing a steady increase in the
number of sales.
Competition
in the Smartphone Market
Smartphone market is seen as a growth market with a substantial
in the number of users, and an essential area for our future
growth. Competition in the smartphone market has intensified
since the launch of the iPhone from Apple, and mobile phone
companies are enhancing their handset lineups, by offering a
variety of forms, user interfaces and functions. We are working
on providing product lineups including the Blackberry and
Android handsets, and introducing easy-to-use payment plans.
41
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9.
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Regulation
of the Mobile Telecommunication Industry in Japan
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MIC is the primary regulatory body with responsibility for the
telecommunications industry in Japan. We and other mobile
telecommunication service providers are regulated by MIC
primarily under the Telecommunications Business Act. We and
other mobile telecommunication service providers are also
subject to the Radio Act. We, however, are not subject to
regulation under the Law Concerning Nippon Telegraph and
Telephone Corporation, Etc.
The
Telecommunications Business Act
Under the Telecommunications Business Act, we are subject to a
registration requirement as telecommunications operators.
The following table summarizes some of the major current
regulatory requirements applicable to telecommunications
carriers under the Telecommunications Business Act:
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Regulation
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a. Entry into Business
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Registration with the Minister of MIC required for carriers that
install large-size telecommunications circuit facilities.
Notification to the Minister of MIC required for carriers other
than the above.
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b. Suspension and Discontinuation of business
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Notification to the Minister of MIC and, in general,
announcement to users are required.
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c. Tariff settings, service offerings, etc.
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Unregulated in principle (excluding universal service and
certain designated telecommunication services). Accountability
to users concerning outline of terms and conditions of
telecommunications service and proper and swift processing of
complaints and inquiries from the users are required.
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d. Business improvement order
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The Minister of MIC may order a telecommunications carrier to
improve business activities to protect the interests of the
public and users with regard to the secrecy of communications,
unreasonably discriminatory treatment, ensuring important
communications, tariff and other service conditions, sound
development of telecommunications, national convenience, etc.
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e. Interconnection
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Obligation for interconnection with other telecommunications
carriers in principle, which propose interconnection. In the
event a telecommunications carrier does not accept entering into
a consultation despite other carriers proposal to enter
into an agreement to interconnect telecommunications facilities
or if said consultation fails to come to an agreement, except
for certain cases, the Minister of MIC may order such
telecommunications carrier to start or resume consultation.
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f. Rights-of-way
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Based on a request by a telecommunications carrier, except for
certain cases, the Minister of MIC may designate the
telecommunications carrier as an approved carrier who has the
privilege to act as a public utility.
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g. Securing of Essential communications
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Telecommunications carriers are required to prioritize important
communications when natural disaster, accident or any other
emergency occurs or is on the verge of occurring.
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h. Permission of agreement with foreign governments, etc.
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The Minister of MICs permission is required for
conclusion, amendment or abolition of agreements/contracts on
important matters relating to telecommunications business with
foreign governments, nationals, or judicial persons/entities.
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42
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Regulation
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i. Self-Confirmation of Telecommunications Facilities
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Telecommunications carriers that install telecommunications
circuit facilities are obligated to maintain their facilities in
compliance with technical standards and to confirm conformity of
such facilities to technical standards by themselves, and notify
the outcome to the Minister of MIC.
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The
asymmetric regulation
Our telecommunications facilities have been designated as
Category II-designated facilities. In interconnecting with
another mobile network operator, we are obligated for
notification to the Minister of MIC of the Articles of Agreement
Concerning Interconnection, prior to implementation as well as
to make them available for public inspection. Any agreements
pertaining to the interconnection between Category II-designated
facilities and other mobile network operators cannot be entered
into or amended without complying with the Articles of
Agreement. Regarding the fees obtained from connecting mobile
network operators in conjunction with interconnection, we are
obligated to charge an amount equivalent to appropriate costs
plus a reasonable margin.
In addition, we are designated as a mobile network operator
subject to the prohibition of anti-competitive behavior, and are
prohibited from engaging in the anti-competitive behaviors such
as;
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Use of information of other mobile network operators obtained
from competitors through interconnection for other purposes;
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Unduly favorable treatment of specific telecommunication
carriers; and
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Undue discipline imposed on or interference with other carriers,
manufacturers or suppliers of telecommunications equipment.
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For other recent discussions concerning the Telecommunications
Business Act, please see Latest Proposals concerning the
Telecommunications Business Act and the Radio Act below.
The
Radio Act
Outline
The Radio Act was established to promote public welfare by
ensuring the equitable and efficient utilization of radio waves.
There are certain important provisions of the Radio Act
applicable to us and other mobile phone service providers.
Article 4 of the Radio Act requires that any person who
intends to establish a radio station shall obtain a license from
the Minister of MIC. This requires mobile network operators to
obtain a license in connection with individual base stations and
handsets. However, with respect to increases in the number of
base stations and sales of handsets within the already allocated
spectrum, a technical standards verification system and other
systems have been introduced to expedite the process by MIC.
Under Article 6 of the Radio Act, persons wishing to obtain
a license for a radio station must submit an application to the
Minister of MIC together with documents setting forth matters
such as purpose and the reason for requiring the establishment
of a base station, communications counterparties, communications
matters, locations where radio equipment are to be installed,
and frequencies to be used. Under Article 7 of the Radio
Act, the Minister of MIC, upon receiving an application for a
license, shall examine it to determine whether it satisfies,
among others, the following criteria: conformity of the
construction design to technical standards, the availability of
the frequencies requested, and conformity with the fundamental
standards for radio station establishment such as the
applicants business need for the license. Generally, the
Minister of MIC refers such important matters as spectrum
allocation to new operators and new systems to the Radio
Regulatory Council for consultation and will grant the license
only after obtaining the Councils reply thereto.
Article 17 of the Radio Act requires a licensee to obtain
prior permission from the Minister of MIC for changes in the
operations, including changes of the person with whom radio
communications is conducted and location of radio equipment, and
for the initiation of construction to modify any radio
equipment. As with licensing, regulatory
43
requirements with respect to the location of radio equipment and
construction to change radio equipment for use within the
allocated spectrum has been simplified by implementing a
certification procedure.
Article 26 of the Radio Act also provides that a list
setting out current frequency assignments and frequencies
available for future assignment shall be made public for the
convenience of any person that would like to establish a radio
station. The frequency or spectrum allocated for a certain use,
such as cellular or PHS is stipulated by a ministerial ordinance
of MIC. From within the assigned frequency or spectrum for a
certain service, MIC allocates a spectrum to the mobile network
operators providing such services. In accordance with
Article 4 of the Radio Act as noted above, the operators
then apply for a license for radio stations (i.e. base stations
and handsets) that use frequency from within their allocated
spectrum.
Spectrum
Allocation
Spectrum is allocated to mobile network operators by MIC, which
is the regulation authority with respect to radio frequencies
and the allocation of spectrum in Japan, pursuant to the Radio
Act. As spectrum capacity is limited, spectrum is a highly
valuable resource. MIC currently allocates 41MHz x2 for 2G
network. From among these, we have been allocated a frequency
spectrum of 18MHz x2 in the 800MHz band. Radio frequencies for
3G networks have been allocated as stated below:
On June 30, 2000, we obtained approval from MPT (currently
MIC) allowing us to use 15MHz x2 of the 2GHz band. In May
2004, MIC announced its allocation policy allowing us to use an
additional 5MHz x2 of spectrum in the 2GHz band. Thus in total,
we have been allocated 20MHz x2 in the 2GHz band.
In February 2005, MIC announced its policy to allocate to us,
from among the reorganized 800MHz band, 15MHz x2 of spectrum
after completing the migration of existing systems currently
operating in the 800MHz band to other frequency bands operated.
Of this spectrum, we are presently using at most 10MHz x2 in the
area where we can avoid interference with existing systems.
In August 2005, MIC announced guidelines for establishing
specified base stations, describing its policy for new
allocation of 35MHz x2 in the 1.7GHz band (of which, 15MHz x2 is
nationwide, only for new businesses, and 20MHz x2 is for Tokyo,
Nagoya and Osaka, for both new and existing businesses) and
15MHz x2 in the 2GHz band (nationwide, for new businesses only).
In April 2006, we were authorized to carry out plans for
establishing the specified base stations and were allocated 5MHz
x2 for Tokyo, Nagoya and Osaka. Since we satisfied the
conditions for the allocation of additional spectrum relating to
the 1.7GHz band for use in Tokyo, Nagoya, and Osaka, as
specified in the allocation guidelines, subsequently, 5MHz x2
were allocated for our use in these cities in July 2006 and June
2008. Currently, we have been allocated a total of 15MHz x2.
Furthermore, MIC announced guidelines for establishing specified
base stations concerning the installation of new 3.9 generation
mobile communication systems in April 2009, and 10MHz x2 in the
1.7GHz band (for nationwide use by new carriers only) which had
not already been allocated as well as 35MHz x2 in the 1.5GHz
band that had been used for 2G networks but were reorganized and
available for allocation. We submitted a specified base station
plan to the MIC in May 2009, as a result of the review, MIC
approved the plan in June 2009, and we have been allocated
spectrum of 15MHz x2 in the 1.5GHz.
Recent
Amendments
Under partial amendments to the Radio Act that became effective
in April 2008, a system for conciliation and mediation by the
Telecommunications Dispute Resolution Committee for disputes
relating to radio stations was established. The system promotes
negotiations to solve the long-standing problems of mixing of
signals between new entrants setting up radio stations and
existing carriers.
Under amendments to the Radio Act that took effect in May 2008
and in October 2008, a review of usage and rates was undertaken
with respect to charges for radio spectrum use. Radio spectrum
use fees had been used as a source of funds to provide subsidies
to support transmission line costs for wireless system
dissemination support businesses which promote the
bringing of services to hard to reach locations in depopulated
regions, but subsidies have been expanded to include tower
construction, and as mobile phone, etc. area development
support
44
businesses, a system was introduced to subsidize costs for
transmission lines to mobile phone base stations and tower
construction.
Under partial amendments to the Radio Act that became effective
in October 2008, a system was created allowing persons other
than licensees to perform the operations of repairing or moving
ultra-small base stations for mobile phones (femtocell base
stations).
For other recent discussions concerning the Radio Act, please
see Latest Proposals concerning the Telecommunications
Business Act and the Radio Act below.
Latest
Proposals concerning the Telecommunications Business Act and the
Radio Act
Besides the above-mentioned regulations of the
Telecommunications Business Act and the Radio Act, several other
changes have been recommended by various governmental bodies.
Radio
Spectrum Use
The study group on policies concerning the effective radio
spectrum use of MIC that was established in January 2002,
published its first report in December 2002. Its proposals
included the introduction of a compensation scheme for licensees
who shoulder losses resulting from a short-term reallocation of
spectrum or a shift to fiber-optic cables instead of an
alternative spectrum. That proposal was reflected in the
Amendments to the Radio Act that passed by the Diet in May 2003.
The report also proposed that a comparative examination system
based on market principles and licensing procedures is desirable
instead of an auction system which could seriously hinder
effective use of radio spectrums as shown by the extremely high
bidding that occurred in various European countries. The report
also proposed deregulation on experimental radio stations. In
September 2003 and December 2003, the study group published its
second and third reports, including discussion of such topics as
an after-the-fact registration system (including exemption from
prior licensing) primarily for public wireless LAN services, and
discussions about cost burdens. They released a final report
October 2004 proposing basic policy regarding amendment of the
scheme for spectrum user fee. In this report, in order to secure
the fairness of the burden for spectrum user fee imposed to
every licensee, reexamination of the fee scheme for each type of
radio station and imposition of spectrum user fee charged
depending on areas and ranges of spectrum used as a radio
spectrum exclusive for wide-range areas (a frequency mainly used
in radio stations which are built considerably in wide-range
area by same licensee) were incorporated. Also, in order to
bridge the digital divide, a system to financially assist, with
a certain criteria, the expense of the cable transmission line
to the mobile base station in rural areas and allocation of
funds for the research and development of effective use of
spectrum are incorporated. The proposed measure was approved and
materialized in the Diet in October 2005, and it was reflected
in the amended Radio Act proclaimed and enforced in November of
the same year (reexamination of the charging scheme was enforced
in December of the same year).
Evaluation
of Competition in the Telecommunications Field
MIC has performed analyses and evaluations in the
telecommunications field intended for four areas; fixed-line
phone, Internet access services, mobile communication, and
corporate network services annually from the year ended
March 31, 2004.
In October 2009, MIC announced evaluation of the mobile
communication field competition review in the
telecommunications field for fiscal year 2008 as follows:
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DOCOMOs share in the PHS/Mobile phone market was 48.7% as
of March 31, 2009, and even though its market share has
been declining gradually, the difference in market share with
its competitors remains substantial. Given the oligopolistic
structure of the market, DOCOMO is in a position to control the
market. However, because of regulations on Category
II-designated facilities and the fierce competition for market
share among mobile network operators, the possibility is small
that DOCOMO will actually exercise market control, whether
acting independently or in concert with others.
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Regarding concerns that multiple carriers could collaborate in
exercising the market control, the introduction of Mobile Number
Portability has resulted in the provision of a variety of
flat-rate billing
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45
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plans and discounts. In addition, EMOBILE is acquiring users
primarily in data communications services, and since the second
half of the fiscal year 2007, a number of MVNOs have entered in
the market. Thus competition is even greater than before, and
given this, the possibility of such an exercise of the market
control is remote.
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Promotion
of new entry by MVNOs
With a view toward a more dynamic mobile telecommunication
market achieved by promoting new entry by MVNOs, MIC has
formulated guidelines regarding the application of the
Telecommunications Business Act and the Radio Act to MVNO.
Under the guidelines, whether wholesale telecommunications
services are to be provided by a Mobile Network Operator
(MNO) to an MVNO, or whether there will be an
interconnection between an MNO and MVNO are matters, in
principle, to be decided by consultations between the parties,
and when an MNO has had a request for connection from an MVNO,
unless it has grounds to refuse, it must comply with such
request.
Adoption
of Open Communications Platforms
In conjunction with the increased use of broadband and IP, we
are reinforcing the collaboration among the authentication,
billing and other functions that are essential for the efficient
broadband distribution of content and applications. A report by
the Study Group on the Communications Platform that discussed
relevant issues and addressed the direction of future policies
concerning the development of the market environment for
encouraging the creation of new business was released in January
2009. Subsequently, a discussion group of private entities has
been specifically examining the issues, and in light of the
Guidelines related to the provision of settlement means
for mobile content formulated in December 2009, we have
been working on the adoption of open platforms, including
enhanced billing functions for i-mode non-official sites, while
giving consideration to the comfort and security of our users.
Going forward, we plan to actively address this topic based on
building win-win relationships and securing a common framework
for the four mobile service providers.
Review of
Interconnection Rules in Response to Changes in the
Telecommunications Market Environment
In the mobile telecommunication market, the number of mobile
phone subscriptions has surpassed 100 million and the
importance of mobile phones as an essential infrastructure for
business and day-to-day activities is increasing. In the
fixed-line broadband market, the numbers of FTTH and DSL
subscriptions switched positions in the first quarter of the
year ended March 31, 2009, with FTTH taking the dominant
position. In conjunction with these developments, the business
format of using the networks of other operators is accelerating,
and further development of the communications platform market
and the content distribution market can be expected in the
future.
In response to these market changes, the MICs
Telecommunications Council has received optimal interconnection
rules from the perspective of maintaining a fair competitive
environment in the telecommunications markets. They issued a
response to the MIC in October 2009 and in light of this the MIC
announced the Guidelines relating to operation of the
Category II-designated telecommunications facility system
in March 2010, clarifying the interconnection rules. The key
issues that are particularly relevant for us, and our evaluation
thereof, are as follows:
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(1)
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Interconnection Fee Computation Clarification and
Rules (concerning telecommunication facilities usage fees
for interconnection) seeks to correct differences in the
interconnection fees paid by mobile network operators, by
bringing transparency and rules to the calculation of
interconnection fees.
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On the one hand, because the rules for calculation of
interconnection fees exclude the operating expenses that are
included in the interconnection fees, it is envisioned that the
fall in interconnection fees will lead to a decrease in
revenues, but because other mobile network operators will also
be calculating interconnection fees based on the same
calculation rules, the differences will narrow and payments will
also decrease.
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(2)
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The Rules for Roaming etc. (concerning mobile phone
service area supplementation for other mobile network operators)
assumes that roaming will be based upon an agreement between
mobile network
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46
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operators. We are pleased with the provision that failure by an
MNO to keep its service area in proper order will constitute
grounds for refusing interconnection.
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(3)
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With respect to the Adoption of Open Telecommunication
Platforms (concerning the provision of a variety of
functions to content-based services), we are first of all
pleased that agreements formed through negotiation between
mobile network operators will be respected.
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Review of
the Legal System for Communications and Broadcasting
MIC recently concluded a review of the legal system for the
convergence and collaboration between communications and
broadcasting, and in August 2009 the Telecommunications Council
announced its response, the foundation of which was a
re-compilation and restructuring of current law. With the change
in administrations, the details of this response were
re-examined, and a bill was submitted to the Diet for amending
the Telecommunications Act, Radio Act and Broadcast Act in March
2010.
The proposed amendments to the Telecommunications Act include
(1) provisions for the enhancement of the dispute
resolution function (adding contents providers and tower sharing
as areas eligible for dispute resolution) and (2) the
formulation of an interconnection accounting system for mobile
network operators installing Category II-designated facilities
in light of the above-mentioned response regarding
interconnection rules. The law is expected to be implemented
within one year in the case that it is passed by the Diet and
promulgated.
ICT
Policy Task Force for a Global Era
As the Democratic Party of Japan administration took office in
August 2009, a new task force was established at MIC in October
2009 for the purpose of investigating new ICT policies from a
global perspective.
The task force subcommittees are expected to deliberate the
following four issues for roughly a year.
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(1)
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Past competition policy review
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They will review the effects on fair trade in the
telecommunications market brought about by deregulation and
reform measures implemented since the liberalization of the
telecommunications market in 1985 and the privatization of
Nippon Telegraph and Telephone Public Corporation.
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(2)
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Investigation of ways to address the environmental change in the
telecommunications market
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They will review measures from a global perspective to address
the issues relating to further development, in light of the
spread of IP, broadband and mobile networks and other recent and
future changes to the market environment.
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(3)
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Investigation of the strengthening of international
competitiveness
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With a view towards counterbalancing the contraction of the
domestic market from the aging society and creating new
employment, they will review measures to promote global
development of fully Japan-based efforts by content providers,
manufacturers and a wide range of other ICT-related companies.
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(4)
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Investigation of global issues (e.g., environmental problems)
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Based on the principles of business creation and cooperation,
they will review measures to utilize ICT, including the
distribution of content in order to address regional and global
issues faced by countries across the world, such as
environmental and medical issues, so that all persons can
equally share the benefits of ICT.
On May 18, 2010, a report was issued indicating a basic
policy regarding (i) establishing a Hikari no
Michi (access network) and (ii) promoting ICT
utilization. While there were no specific references to the
mobile phone business, we may be expected to perform a certain
role in strengthening the broadband infrastructure, but the
impact this may have is currently unknown.
In addition, the subcommittee addressing environmental changes
to the telecommunications market formed a working group to
consider frequencies for the purpose of achieving wireless
broadband, which is expected to formulate a policy for securing
frequency allocation for broadband wireless around July 2010.
47
Deliberations
regarding removal of SIM lock
In Japans mobile phone market, handsets and network
services are provided by mobile network operators on the
assumption that those mobile phones are locked with the
operators. The MIC, however, with a view towards improving user
convenience and reinforcing the international competitiveness of
the ICT industry, indicated its intention to review the
propriety of SIM lock, and held a public hearing for mobile
network operators on April 2, 2010.
The MIC is expected to release the guidelines on the details
including products and the timing SIM lock is removed.
Our basic views on the removal of SIM lock are as follows;
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(1)
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In principle, we will comply with the needs of subscribers;
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(2)
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It is essential that subscribers make their decisions upon the
full understanding of the effects of removing the SIM lock;
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(3)
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It is necessary the four mobile network operators will keep step
with each other and address the issue; and
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(4)
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The removal of SIM lock must proceed as an initiative
voluntarily undertaken by mobile network operators.
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We intend to move forward in a manner consistent with the
guidelines and measures of other operators so that we can deal
with the removal of SIM lock without impairing the convenience
of subscribers.
Information Security Management
In order to protect customer information, in conjunction with
the full implementation of the Law on the Protection of Personal
Information, we established the position of Chief Privacy
Officer (CPO) and strengthened the system for protection of
personal information, and we are making efforts to construct a
company-wide information security system.
In addition, we agreed to take efforts to prevent personal
information leaks by handling and managing all terminals and
external storage devices containing personal information,
periodically educating and training our employees, confirming
matters for compliance in information management with all
entities to which we outsource services, instructing and
supervising such entities, strengthening the security technology
in all our systems, establishing system security standards and
developing, operating and managing systems in compliance with
such standards.
Law
to Prevent Unauthorized Use of Mobile Phones
In April 2006, with the enforcement of the Law to Prevent
Unauthorized Use of Mobile Phones, we coped with imposition of
identification and recording the documents verifying the
customers proof of identity at the time of new contracts
and reviewed an operative manual in order to comply with the law
as a mobile network operator. In addition, we carry out the
training for all the members performing duties such as
identification and make an effort to ensure proper operation of
such duties.
Law
to Promote a Healthful Internet Environment for
Youth
In April 2009, with the enforcement of the Law to Promote a
Healthful Internet Environment for Youth, we implemented a
number of measures, including a review of an operative manual
for application of basic rules for filtering when subscribers
under 18 years of age access to the Internet using mobile
phones in order to comply with the law as a mobile network
operator. In addition, we moved forward with initiatives to
protect youth, including mobile phone safety classes to help
prevent youth from becoming involved in crimes through mobile
phones.
48
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10.
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Relationship
with NTT
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NTT is our parent company and owned 66.43% of our voting rights
as of March 31, 2010. The government of Japan, in the name
of the Minister of Finance, owned 40.16% of the voting rights of
NTT as of the same date. The government of Japan, acting through
MIC, also regulates the activities of NTT.
The NTT group is the largest provider of fixed-line and wireless
voice, data, Internet and related telecommunications services in
Japan and operates one of the largest telecommunications
networks in the world. The NTT groups main business is
providing nationwide telecommunications services including voice
communication services, data communication services, leased
circuit services, system integration services and other
services. As a holding company, NTT is directly responsible for
the overall strategy of the NTT group. NTT is also responsible
for basic research and development for its group companies.
Although NTT owned 66.43% of our voting rights as of
March 31, 2010, we conduct our day-to-day business
operations independently of NTT and its other subsidiaries. All
transactions between us and each of NTT and its subsidiaries and
affiliates are conducted on an arms length basis. In the
year ended March 31, 2010, we had sales of
¥46,880 million to NTT and its subsidiaries and had
cost of services, selling, general and administrative expenses
and capital expenditures of ¥208,178 million,
¥118,265 million and ¥72,928 million,
respectively, to NTT and its other subsidiaries, compared to
sales of ¥57,279 million and cost of services,
selling, general and administrative expenses and capital
expenditures of ¥236,004 million,
¥131,849 million and ¥70,840 million,
respectively, in the year ended March 31, 2009. We also had
receivables of ¥11,164 million from NTT and its
subsidiaries and payables of ¥70,751 million to NTT
and its subsidiaries at March 31, 2010, compared to
¥12,510 million and ¥73,476 million at
March 31, 2009.
In order to ensure fair competition in the mobile
telecommunication business, the MPT (currently MIC) in
April 1992 established the following conditions of separation on
NTT (which was then in operation of the fixed line telephone
services) and us (which remain applicable):
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To the extent possible, we must establish transmission lines for
our network independent of NTT. In the event that we use NTT
transmission lines, the terms and conditions for such use shall
be the same as those for our competitors.
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NTT must not favor us in any transactions between NTT and us.
The terms and conditions for our use of NTT utility poles,
access to NTTs network, access to NTT research and
development and similar matters should be the same as for our
competitors.
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All former NTT employees transferred to us were required to be
permanent employees, rather than being seconded from NTT.
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We were to plan to have our shares listed and NTTs
ownership in us reduced approximately five years after
incorporation.
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We must not engage in joint procurement with NTT so as not to
use NTTs purchasing power with the objective of obtaining
favorable treatment or pricing from its suppliers and
manufacturers.
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At the time of separation from NTT, all trademarks and service
marks for our products developed by NTT, other than the
NTT DOCOMO trademark, the DOCOMO
trademark and the NTT DOCOMO service mark, were
assigned to us. If NTTs ownership of our shares is
substantially reduced, we may not be able to continue to use the
trademarks and service marks that include NTT.
Patents, utility model rights and design rights are shared
equally with NTT. While certain rights to programs concerning
wireless telecommunication systems were assigned by NTT to us,
NTT owns the rights to other programs concerning wireless
telecommunication systems and grants us licenses to use such
rights. Since the separation, NTT and we have each retained
rights resulting from our own research and development. When we
desire to use NTTs technology, we are required to pay
royalties equal to those other wireless telecommunication
companies would pay for the use of such technology, and such
technology is available equally to us and our competitors. We
are also required to pay NTT certain basic research and
development fees.
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Although we operate independently of NTT, the following matters,
among other things, relating to us are discussed directly with
or reported to NTT: matters that are required to be voted on at
shareholders meetings, including amendments to the
Articles of Incorporation, mergers and consolidations,
assignments and transfers of business, election and removal of
directors and corporate auditors, and appropriation of profits;
increases in share capital; investments, including international
investments; loans and guarantees; and establishment of
businesses plans. In addition, Mr. Hiroshi Tsujigami, a
full-time employee of NTT, serves part-time on our board of
directors.
To date, with respect to the stake in us held by NTT, such
documents as the Deregulation Committee 1998 report, the 2000
opinion of the Regulatory Reform Committee, and the
governments Three-year Program for Promoting
Regulatory Reform of 2001 have concluded that, from the
perspective of promoting completion among NTT Group companies,
efforts should be made to further lower the stake. NTT has
declared its view that its ownership of our shares does not have
any adverse effects on fair competition and that it intends to
maintain its ownership stake in us at 51% or above. Further, the
Japanese government has not decided what action, if any, it will
take with respect to NTTs ownership of our shares.
NTT has entered into agreements with each of DOCOMO, NTT East
and NTT West and certain other subsidiaries that provide for NTT
to receive compensation for performing basic research and
development and for providing management and administrative
services. NTT also receives dividends when dividends are
declared by its subsidiaries, including DOCOMO.
As of March 31, 2010, DOCOMO and its subsidiaries had
22,297 employees representing a increase of
466 employees since March 31, 2009. As of
March 31, 2009, 2008 and 2007 we had 21,831, 22,100, and
21,591 employees, respectively. The average number of
temporary employees for the year ended March 31, 2010 was
6,969.
Of our 22,297 employees on March 31, 2010,
approximately 1,110 were staff in departments such as human
resources, general affairs, management planning, accounting and
finance, while the rest were engaged in business operations,
such as sales, research and development and related matters.
Also, as of March 31, 2010, approximately
1,360 employees were working at overseas consolidated
subsidiaries.
We consider our level of remuneration, non-wage benefits,
including our employee share ownership program, working
conditions and other allowances, including lump-sum payments and
annuities to employees upon retirement, to be generally
competitive with those offered in Japan by other large
enterprises. We have an extensive training program for new
employees. To increase incentives, the NTT group has implemented
a bonus plan based on overall business performance and personal
results. The general retirement age has been 60.
Most of our non-management employees are members of ALL NTT
WORKERS UNION OF JAPAN. We consider our relationship with such
unions to be excellent. We have never had a strike.
We have initiated normal actions relating to the collection of
telecommunications charges and other legal proceedings in the
ordinary course of business and are not involved in any
litigation and have not been involved in other legal proceedings
in the preceding 12 months from the date of this document
that, if determined adversely to us, would individually or in
the aggregate have a material adverse effect on our financial
position or profitability.
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C.
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Organizational
Structure
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As of March 31, 2010, NTT, our parent company, was our
largest shareholder and owned 66.43% of our outstanding voting
shares. We are the largest wireless telecommunication services
provider in Japan based on the number of subscriptions.
There are no subsidiaries that are considered to be significant
as of March 31, 2010.
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D.
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Property,
Plant and Equipment
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Our property includes buildings which contain wireless
telecommunication equipment. As of March 31, 2010, we and
our regional offices owned 3,491,936 square meters of land
and 1,561,788 square meters of office space, buildings
containing switching centers, company dormitories and warehouses
throughout Japan. In addition, as of March 31, 2010, we
leased 9,086,385 square meters of land mainly for base
stations and transmission facilities.
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Item 4A.
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Unresolved
Staff Comments
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Not applicable.
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Item 5.
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Operating
and Financial Review and Prospects
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You should read the following discussion of our financial
condition and results of operations together with our
consolidated financial statements and the notes thereto included
in this annual report.
This discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual
results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those set forth under Risk
Factors and elsewhere in this annual report.
We will discuss the following matters in this Item 5:
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Overview
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Trends in the Mobile Communications Industry in Japan
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Operating Strategies
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Operating Trends
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Operating Results for the years ended March 31, 2010 and
2009
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Segment Information
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Recent Accounting Pronouncements and Critical Accounting Policies
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Liquidity and Capital Resources
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Research and Development
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Trend Information
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Others
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Overview
We are the largest cellular network operator in Japan in terms
of both revenues and number of subscriptions. As of
March 31, 2010, we had approximately 56.08 million
subscriptions, which represented 50.0% of all cellular
subscriptions in Japan. We earn revenues and generate cash
primarily by offering a variety of wireless voice and data
communications services and products. In cellular services,
which account for the majority of our revenues, we provide voice
communication services as well as i-mode services,
which enable our subscribers to exchange
e-mails and
to access various sources of information including the Internet
via our nationwide packet communications network. In addition to
cellular services, we presently provide wireless LAN services
nationwide, credit payment services and home shopping services.
Now that the use of cellular phone has become widespread in
Japan, it is difficult to duplicate the rapid growth we
experienced in our earlier operations. However, in order to
achieve sustainable growth and create new sources of revenues,
we are committed to upgrading our cellular communications
services from a telecommunication
51
infrastructure to an indispensable life-style infrastructure for
everyday life that can bring abundance to the lives and business
of users.
During the fiscal year ended March 31, 2010, we strived to
expand subscribers packet usage through the expansion and
enrichment of our video content services as well as other
measures, and also accelerated the personalization of services
with the launch of an upgraded behavior support services
compatible with the Auto-GPS (Global Positioning System)
locating capability and other initiatives. In addition, we have
taken various steps aimed at enhancing customer satisfaction,
including the enrichment of our handset lineup, billing plans
and after-sales support.
For the year ended March 31, 2010, our operating revenues
were ¥4,284.4 billion, posting a decrease of
¥163.6 billion from the prior fiscal year due primary
to the decline in voice revenues. On the other hand, we
recognized operating income of ¥834.2 billion,
achieving an increase of ¥3.3 billion from the prior
fiscal year through our continuous efforts to reduce our
operating expenses including network-related expenses. Net
income attributable to NTT DOCOMO, INC. increased by
¥22.9 billion from the prior fiscal year to
¥494.8 billion. Cash flows from operating activity was
¥1,182.8 billion, increasing by ¥9.1 billion
from the prior fiscal year due mainly to the increased amount of
cash collections of installment receivable for handsets. Capital
expenditures decreased by ¥51.1 billion from the prior
fiscal year to ¥686.5 billion as we worked to improve
our efficiency while enhancing the quality of our network.
Trends in
the Mobile Communications Industry in Japan
According to an announcement by the Telecommunications Carriers
Association, the mobile communications market in Japan saw a
4.70 million net increase in cellular subscriptions for the
year ended March 31, 2010. The total number of cellular
subscriptions in Japan grew to 112.18 million as of
March 31, 2010, which represented a market penetration rate
of 88.1%. However, the annual growth rate of cellular
subscriptions has slowed in line with the rise in penetration
rate and the decrease in the future population, and was limited
to 6.2%, 4.6%, and 4.4% for the years ended March 31, 2008,
2009, and 2010 respectively. We believe the growth rate of new
cellular subscriptions in Japan will also be limited to a
similar level.
As of March 31, 2010, cellular services were provided by
four network operators in Japan including us and their group
companies. In addition to providing cellular services, the
network operators also develop mobile phones and other
communications devices compatible with their communications
services jointly with manufacturers, and subsequently sell them
to agent resellers and other retailers for sale to subscribers.
As for cellular services, after we launched our third-generation
mobile communications (3G) services, FOMA, using the W-CDMA
technology in 2001, other operator groups also introduced 3G
services. In recent years, 3G services have become the
mainstream service for all operator groups. As of March 31,
2010, the number of 3G mobile communications service subscribers
in Japan totaled 109.06 million, accounting for 97.2% of
the total number of mobile phone subscriptions.
Competition among the network operators in Japan remains intense
as the room for growth became limited and user needs
diversified. The network operators in Japan have been competing
against one another for the retention of existing subscriptions
and acquisition of new subscriptions addressing the following
issues:
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Pricing strategy: Offering of free voice calls among family
members subscribing to the same operator, free voice calls among
phones subscribed under the same corporate subscription account,
introduction of new discount services conditioned upon long-term
subscriptions and introduction of packet flat-rate services,
etc.;
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Handset sales promotion: Introduction of installment payment
scheme for the purchase of a handset, and mobile phone
protection service for lost or damaged handsets and delivery of
a replacement phone, etc.;
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New service introduction: electronic payment using mobile
phones, music and video distribution, automatic information
delivery tailored to users preference, location
information service, etc.;
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New handset development: Release of new handsets equipped with
various features such as contactless IC (Integrated Circuit)
chip, GPS, or security function as well as smartphones;
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Networks: Expansion of HSDPA area coverage and launch of LTE
services, etc; and
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Alliances: Collaboration with external partners in other
industries, such as retailers, financial institutions, content
holders, etc.
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Changes in the Japanese regulatory environment in recent years
have accelerated competition among cellular network operators.
Mobile Number Portability system, which enables subscribers to
switch the network operator they subscribe to without changing
the phone number, was introduced in October 2006. In September
2007, the Mobile Business Study Group, which was appointed by
the Ministry of Internal Affairs and Communications
(MIC) published its final report, which contained proposals
pertaining to (1) a review on the sales method of mobile
phones, (2) promotion of new MVNO entrants to the market
and (3) development of a market environment for the
revitalization of the mobile business, and called for their
implementation by the regulatory authority. In October 2009, MIC
published a report entitled Interconnection Rules in
Response to Changes in the Telecommunications Market
Environment. The report addressed that (1) in terms
of interconnection charges, appropriate rules should be
established for interconnection charges and same rules should be
applied to all cellular network operators, and (2) in terms
of establishing rules for roaming, each cellular network
operator should construct its own telecommunication networks in
principle, because spectrum is scarce but allocated to cellular
network operators in the mobile telecommunication business. In
addition, MIC conducted a public hearing in April 2010 and
showed a direction of establishing guidelines to remove SIM-lock
based upon the voluntary actions of network operators. In Japan,
mobile phones and cellular services are currently offered by
network operators based on the premises that mobile phones are
SIM locked. Further changes in the regulatory environment could
significantly affect the revenue structures and business models
of incumbent cellular network operators including us.
Innovations in Internet technology may have a material impact on
the mobile communications industry including ourselves. IP
(Internet Protocol) telephony, which is a form of voice
communications based on IP technology, has already become a
popular means of communications in fixed-line services as a
result of the broad penetration of local broadband access. If
the application of IP telephony technology to mobile
communications becomes widely accepted, it could cause a
significant change in the revenue structure of the mobile
communications industry. Meanwhile, progress has been made in
the development of convergence services, combining fixed-line
and mobile communications with rise in the penetration of mobile
phones and broadband services. This concept of fixed-mobile
convergence has already been partially realized in the form of
single-bill service for both fixed and mobile services, or
content/
e-mail
address sharing between the two networks. The demand for
seamless connectivity between fixed and mobile networks or
composite devices supporting access to both fixed and mobile
networks may increase in the future. In the field of high-speed
wireless networks, WiMAX was approved as a standard of the
Institute of Electrical and Electronic Engineers in the United
States. In Japan, two network operators were awarded the license
to operate broadband wireless access systems using the
2.5 GHz spectrum band in December 2007, and their
commercial services were commenced in July 2009.
Thus, we expect that the competitive environment for the mobile
communications market will remain intense in the future due to
market, regulatory and technology changes.
Operating
Strategies
We believe that the cellular market in Japan has already entered
a mature phase with its total cellular subscriptions exceeding
100 million in December 2007. In a mature market, it is
necessary to attract subscribers of competitors because it is
difficult to drive the acquisition of new subscribers relying on
potential subscribers who have never owned a cellular phone. It
is also indispensable to minimize the loss of subscriptions to
competitors as a result of heated competition. As a market
leader with the largest market share, we attach priority to the
retention of existing subscriptions.
In April 2008, we announced New DOCOMO Commitments,
our vision for transformation and, taking this opportunity,
renewed our corporate brand logo. In July 2008, we reorganized
our group structure by integrating our former eight regional
subsidiaries for the purpose of improving customer services and
enhancing the speed and effectiveness of our operations. In
October 2008, we announced our medium-term business directions
based on a new action plan, DOCOMOs Change and
Challenge to Achieve New Growth, to be implemented through
March 2013. DOCOMOs Change includes concrete
actions to revisit every aspect of the business from the
customers perspective, from customer relations to handsets
and networks based on a thoroughly hands-on approach to serving
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customers at all levels of our group under New DOCOMO
Commitments. DOCOMOs Challenge includes
action plans to drive innovation in collaboration with a wide
range of partners, committing us to take on the challenges of
creating new value by leveraging the virtually unlimited
potential of mobile phones by responding to further advancements
and diversifications in the mobile market, where development of
services that take advantage of unique mobile properties such as
real time immediacy, personal authentication, and GPS
capabilities in conjunction with the evolution of networks and
handsets, as well as new services that transcend conventional
boundaries through the increasing adoption of open-platform
handsets and entry of new global players are taking place.
For the fiscal year ended March 31, 2010, we have worked to
enhance customer satisfaction through review of our operations
from the customers perspective. These efforts are
beginning to deliver tangible results. For example, our churn
rate for the fiscal year ended March 31, 2010 dropped to a
record low of 0.46%. We also acquired the largest market share
of net addition in cellular phone subscribers for the fiscal
year ended March 31, 2010. In addition, we received the
No. 1 rating in the customer satisfaction survey carried
out by J.D. Power Asia Pacific, Inc. in the enterprise service
segment, and received the highest score in the satisfaction
survey of data card users conducted by Nikkei BP Consulting, Inc.
For the fiscal year ending March 31, 2011, as a part of the
Change initiatives, we will continue to review every
aspect of our business operations such as products,
services, customer care, and network construction, with the aim
of enhancing the satisfaction of customers. Our target is to
receive the No. 1 rating in overall customer satisfaction
as a result of these efforts.
With respect to the Challenge programs, we will
position the fiscal year ending March 31, 2011 as the
year to embark on the execution phase of our challenge
toward the goal of providing services that are tailored to the
lifestyle and individual needs of each customer, and to
contribute to the sustained development of society by providing
solutions to pressing issues, promptly and steadily implementing
the following actions:
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Achieve growth through expansion of packet usage: We will aim to
increase packet ARPU by proliferating the use of video services
and data communications devices, and growing the subscriptions
to flat-rate billing plans for packet access.
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Roll-out of LTE and network evolution: Toward the commercial
launch of LTE scheduled for December 2010, we will move ahead
with the development of network, devices and services, to
establish a foundation for promoting a wide array of advanced
mobile broadband services.
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Promotion and further advancement of service personalization: By
further advancing the i-concier service, which
automatically delivers useful information for subscribers
daily lives tailored to their lifestyles, areas in which they
live, and time/location information collected via Auto-GPS
functions, we will expand service personalization and offer a
greater array of content tailored to the individual needs of
customers.
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Deployment of social-support services: We will continually
strive to create new businesses with the full-scale launch of
social-support services in such fields as environment, health
management and finance, while seeking alliances with external
partners to secure new revenue sources.
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Introduction and promotion of converged services: Through the
expansion of MyArea, Japans first Femto
BTS-based home area service, and Otayori Photo
service, with which subscribers can send and display
photos to a digital photo frame at a distant location from
mobile phones or PCs, we will aim to provide more convenient
services and comfortable usage environments to users.
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Further advancement of handsets: We will enrich the lineup of
our products including smartphones to cater to the needs of
broader customer segments.
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Collaboration of handsets and networks: We will aim to realize
advanced services by optimizing the allocation of functions
between handsets and networks, leveraging the high-speed,
large-capacity and low-latency properties of LTE network.
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Basic research aimed at new value creation: We will work on the
verification of our research so that we can create businesses
that contribute to the development of society and industries,
aiming to realize a more affluent society that fully leverages
the advantageous characteristics of mobile communications.
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Expansion of international businesses: We will strive to expand
the revenue streams from international businesses by further
enriching our international service offerings and expanding our
overseas service counters. We will also seek revenue expansion
and sustained growth through overseas business deployment
allying with partners.
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Domestic investments and alliances: We will endeavor to grow
revenues and achieve sustained growth by creating new business
and reinforcing core business through the pursuit of investments
and alliances in Japan.
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By working to raise our packet ARPU even further and promoting
measures aimed at creating new revenue sources while actively
seeking reduction of our network-related costs and other general
expenses, we aim to achieve an operating income of over
¥900 billion for the fiscal year ending March 31,
2013.
Operating
Trends
This section describes our operating trends from the
perspectives of revenues and expenses.
Revenues
Wireless
Services
We earn our wireless services revenues primarily from basic
monthly charges, calling charges for outgoing calls, revenues
from incoming calls including interconnection charges and
charges for optional value-added services and features. Cellular
services, which earn the majority of our overall revenues,
consist of the third generation FOMA services, the second
generation mova services and other services. We have decided to
discontinue mova services on March 31, 2012 to concentrate
our business resources on FOMA services. We have been promoting
the migration of mova subscribers to FOMA services, and the
total number of FOMA subscriptions reached 53.20 million or
94.9% of our total number of cellular subscriptions as of
March 31, 2010. We will continue our efforts to induce
existing mova subscribers to migrate to FOMA services toward the
termination of mova services on March 31, 2012.
Cellular services revenues include voice revenues and packet
communications revenues. Voice revenues are derived from a
combination of basic monthly charges for service and additional
calling charges depending on connection time. Our packet
communications revenues, which are currently dominated by i-mode
revenues, accounted for a greater portion of our wireless
services revenues for the year ended March 31, 2010,
representing 42.1% of wireless services revenues, as compared to
39.4% and 33.0% for the years ended March 31, 2009 and
2008, respectively.
Our top operational priorities include maintaining our current
subscribers and the level of our average monthly revenue per
unit (ARPU) despite the increasingly competitive
market environment in which we are operating, after the
introduction of Mobile Number Portability. Our cellular services
revenues are essentially a function of our number of active
subscriptions multiplied by ARPU.
Our number of subscriptions continues to grow while the growth
rate of subscriptions has declined. Our subscription churn rate,
or contract termination rate, is an important performance
indicator for us to achieve retention of our current
subscriptions. The churn rate has an impact on our number of
subscriptions and in particular affects our number of net
additional subscriptions for a given period. Efforts to reduce
our churn rate through discount services and other customer
incentive programs can increase our revenues by increasing our
number of net additional subscriptions, but they can also have
an adverse impact on our revenues by decreasing the amount of
revenues we are able to collect from each subscriber on average.
In order to keep our churn rate low, we have focused on
subscriber retention by implementing certain measures including
offering discounts for long-term subscribers. During the year
ended March 31, 2010, we employed various measures aimed
for improving customer satisfaction, including communications
quality enhancement initiatives, revamping of after-sales
support, and
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introduction of attractive billing plans. To improve our
communications quality, we offered a service in which we
dispatch our field staff to customers premises within
48 hours, in principle, after setting up an appointment
based on an inquiry from customers, and implemented various
other measures aimed at enhancing our area coverage and network
quality. To revamp our after-sales support, we launched the
Mobile Phone Checking Service, which provides users
with free basic checkups and cleaning of handsets, and continued
the program to provide a free battery pack or portable charger.
In order to offer attractive billing plans, we revised our rates
to make it easier for users to switch to a smartphone, and
introduced a number of new plans, such as the Mail
Tsukai-hodai package, which offers free unlimited domestic
i-mode mail, and the Type Simple Student Discount
plan, a discount service for students and their family members.
As a result of these endeavors, our churn rate for the fiscal
year ended March 31, 2010, dropped to a very low level of
0.46%.
ARPU is calculated by dividing various revenue items included in
operating revenues from our wireless services, such as basic
monthly charges, calling charges and packet communications
charges, from designated services by the number of active
subscriptions to the relevant services. ARPU is another
important performance indicator for us to measure average
monthly revenues per subscription. Accordingly, the calculation
of ARPU excludes revenues that are not representative of monthly
average usage such as subscription activation fees. We believe
that our ARPU figures calculated in this way provide useful
information to analyze the trend of monthly average usage of our
subscribers over time and the impact of changes in our billing
arrangements. The revenue items included in the numerators of
our ARPU figures are based on our U.S. GAAP results of
operations. The ARPU calculation is described in
Item 4. Information on the Company B.
Business Overview Cellular Phone Service
Usage. In August and September 2007, we introduced the
Fami-wari MAX50, Hitoridemo Discount50
and Office-wari MAX50 discount packages (hereinafter
collectively referred to as new discount services)
which offer a 50% discount on basic monthly charges on condition
of two-year usage of our service. The percentage of users
subscribing to these new discount services to our total
subscriptions reached over 60% as of March 31, 2010. In
November 2007, we introduced a new handset sales method called
Value Course. Value Course is a sales
method, where the purchase of a handset is not discounted by a
certain type of sales commission which had previously been paid
to agent resellers, specifically designed for providing
discounts on handset sales. As this method requires customers to
pay full price to purchase a new handset, it awards the
subscribers with a subscription to a billing plan with
discounted basic monthly charges called Value Plan.
While we simultaneously introduced another sales method more
similar to the conventional method called Basic
Course, where a subscriber purchases a handset discounted
by our direct subsidy and undiscounted billing plans are
applied, so far more than 95% of subscribers have opted for the
Value Course, and the number of Value
Plan subscriptions reached approximately
32.70 million, or 58% of our total subscriptions, as of
March 31, 2010. Our aggregate ARPU (FOMA+mova) has been on
a constant decline, and the drop of voice ARPU, in particular,
has accelerated in recent years. This is due largely to the
impact from the expanded uptake of Value Plan and
the new discount services (because basic monthly charges are
included in the calculation of voice ARPU), and the impact from
the drop of billable MOU resulting from the growing utilization
of free communication allowances.
Our cellular services revenues for the fiscal year ended
March 31, 2008 recorded a decline compared to the fiscal
year ended March 31, 2007, owing to the widespread adoption
of the new discount services we introduced for the retention of
existing subscribers. Our cellular services revenues for the
fiscal year ended March 31, 2009, continued to post a
year-on-year
decline due mainly to the broad adoption of Value
Plan, growth in the percentage of users subscribing to the
new discount services and a decrease in inter-carrier settlement
(access charge) revenues we receive from other carriers. In the
fiscal year ended March 31, 2010, cellular services
revenues dropped from the previous fiscal year mainly because of
the expansion of Value Plan subscriptions and the
impact of reduced billable MOU. For the fiscal year ending
March 31, 2011, we project a decline in cellular services
revenues from the fiscal year ended March 31, 2010, because
the negative impact on voice revenues resulting from the
expanded uptake of Value Plan and further decline of
billable MOU is likely to remain greater than the
revenue-boosting effect owing to the increase in packet
communications revenues and the moderate growth of subscribers.
Although ARPU has been on a declining trend, we set a target to
halt the decline of ARPU in the fiscal year ending
March 31, 2012 when the effect of an increase in packet
ARPU overtakes the effect of a decrease in voice ARPU. Raising
the packet ARPU is one of the top priorities in our business
strategy, and we have employed various measures aimed at
expanding subscribers packet usage, such as encouraging
subscribers to join flat-rate packet billing plans, expansion of
video usage, enrichment of everyday life-oriented content,
improving the ease of use and
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convenience of our products and services, and expansion of the
user base of PC data communications and smartphones. Through the
execution of DOCOMOs Change and Challenge
action plan, we will strive to retain our existing subscriber
base by enhancing the level of customer satisfaction, and
achieve growth by increasing our packet ARPU.
Equipment
Sales
We collaborate with handset manufacturers to develop handsets
compatible with our cellular services, purchase the handsets
from those handset manufacturers and then sell those handsets to
agent resellers for sale to our subscribers. Starting from
November 2008, we started offering handsets in newly organized
four series docomo STYLE series,
docomo PRIME series, docomo SMART series
and docomo PRO series.
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|
|
|
|
docomo STYLE series: Distinctive mobile phones
designed like accessories and offered in a wide variety of
fashionable designs and colors.
|
|
|
|
docomo PRIME series: Full-feature mobiles phones for
the maximum enjoyment of video, games and other entertainment.
|
|
|
|
docomo SMART series: Sophisticated mobile phones for
busy people who want to live productively and enhance the
management of their professional and private lives.
|
|
|
|
docomo PRO series: Most advanced high-spec mobile
phones for those who love cutting-edge digital tools.
|
As described in the section of Wireless Services above, in
November 2007, we introduced a new handset sales method,
Value Course. Payment in installments is made
available for a subscriber to purchase a handset from agent
resellers in this Value Course. If a subscriber
chooses to make installment payments, under the agreement
entered into among the subscriber, the agent reseller and us, we
provide funds by paying for the purchased handset to the agent
resellers and include the installment charge for the purchased
handset in the monthly bill for network usage for the
installment payment term. This agreement is separate from the
telecommunications service contract entered into between the
subscriber and us, or the equipment sales contract concluded
between the agent reseller and subscriber. Because the revenues
from equipment sales are recognized upon the delivery of
handsets to agent resellers, cash collection of the installments
receivable for the purchased handset from subscribers do not
have an impact on any of our revenues, including equipment sales
revenues.
Revenues from equipment sales, primarily sales of handsets and
other telecommunications equipment to agent resellers, accounted
for 11.8% of total operating revenues for the year ended
March 31, 2010. We account for a portion of the sales
commissions that we pay to agent resellers as a reduction in
equipment sales revenues and selling, general and administrative
expenses in accordance with U.S GAAP. As a result, structurally,
the cost of equipment sold has exceeded equipment sales
revenues. However, with the introduction of Value
Course in November 2007 and accompanying reduction of
sales commissions, the amount of sales commissions deducted from
equipment sales revenues decreased significantly, and the
effects of the excess amount of cost of the equipment sold over
equipment sales revenues has also weakened. During the year
ended March 31, 2010, equipment sales revenues decreased
due to the decrease in the number of handsets sold to agent
resellers (down more than 10% compared to the prior fiscal year)
affected mainly by the economic downturn. For the year ending
March 31, 2011, we expect only a slight decrease in the
number of handsets to be sold to agent resellers in anticipation
of an increased demand for handset upgrade by those subscribers
who purchased a handset upon the introduction of Value
Course more than two years ago. We also expect to lower
our equipment sales price per unit reflecting our efforts to
reduce equipment procurement cost per unit to strengthen our
competitiveness in equipment sales. As a result, we expect
equipment sales revenues to decrease from the prior fiscal year.
Because the trend of handset sales is closely interrelated with
the cost of handsets sold, please refer to the Cost of
Equipment Sold section below.
57
Creation
of New Revenues Sources
As the Japanese mobile phone market continues to mature, the
competition among carriers has intensified in such areas as rate
reductions. Against this backdrop, with the aim of achieving a
sustained growth, we have worked to diversify our revenue
sources while stepping up our efforts to reinforce our wireless
services business.
Following the launch of our credit brand iD in
December 2005, we commenced a proprietary mobile credit payment
service DCMX in April 2006. Through these services,
which enable credit payment using mobile phones with the
contactless IC chips embedded inside the handset, we would like
to transform mobile phones into a tool that serves various needs
in everyday life. With the subscriber base of DCMX
reaching 11.26 million and the number of iD
reader/writer machines installed growing to 440,000 as of
March 31, 2010, the amount of credit transactions handled
has also been rising.
In April 2009, to invigorate the mobile
e-commerce
market that offers great potential for growth in the future, we
acquired a majority stake in OAK LAWN MARKETING, INC., a leading
TV and home shopping firm in Japan which subsequently became our
consolidated subsidiary.
We will strive to expand these credit and home shopping
businesses going forward. We intend to pursue investments and
alliances with the aim of strengthening our operations, without
distinction as to core or new business, to expand our revenues
and achieve sustained growth. We will continually seek
opportunities of investment and alliance that will benefit our
business management.
Expenses
Cost of
Services
Cost of services represents the expenses we incur directly in
connection with providing our subscribers with wireless
communication services and includes the cost for usage of other
operators networks, maintenance of equipment or facilities
and payroll for employees dedicated to the operations and
maintenance of our wireless services. Cost of services accounted
for 26.1% of our total operating expenses for the year ended
March 31, 2010. Major components of cost of services
include facility maintenance expenses, which are incurred to
maintain our network facilities, and communication network
charges, which we pay for the usage of other operators
networks or for access charges, accounting for 33.1% and 31.3%
of the total cost of services, respectively. The amount of our
communication network charges is dependent on the number of our
base stations installed and rates set by the other operators. In
recent years, our communication network charges have steadily
declined as a result of our buildup of our own back-bone network
to replace circuits leased from NTT. Communication network
charges decreased for the year ended March 31, 2010 as well
due mainly to the discount in charges of NTTs leased
circuits and decrease of access charges payable to other
operators. We expect that the downward trend will continue and
the communication network charges will decrease for the year
ending March 31, 2011.
Cost of
Equipment Sold
Cost of equipment sold arises mainly from our procurement of
handsets for sale to our new or current subscribers through
agent resellers, which is basically dependent on the number of
handsets sold to agent resellers and the purchase price per
handset. Cost of equipment sold represented 20.2% of our
operating expenses for the year ended March 31, 2010. The
total number of handsets sold to agent resellers decreased from
the prior fiscal year due to overall sluggish consumer spending.
The purchase price per handset also decreased as a result of the
growing popularity of middle- and low-end handsets in our
product portfolio and reduction of license fees included in
handset price for which we own intellectual property rights
while we pay part of the development costs incurred by handset
manufactures. As a result, cost of equipment sold decreased from
the prior fiscal year. For the year ending March 31, 2011,
we expect cost of equipment sold will decrease from the current
fiscal year due to a slight decrease in the number of handsets
to be sold to agent resellers and our continued efforts to
reduce the handset procurement costs.
We have taken some measures to control the cost of equipment
sold. We have saved on FOMA handset development cost by
introducing a single-chip LSI and common platforms for the
handset operating system. We have provided packaged software
dedicated to our handsets to handset manufacturers to facilitate
development of
58
FOMA handsets to hold down cost of equipment sold. For the year
ended March 31, 2010, we facilitated efficiency
improvements accompanied by a review of handset logistics, such
as integration of handset logistics contractors. We are planning
to optimize the level of equipment inventories through further
efficiency improvement efforts.
Depreciation
and Amortization
We expense the acquisition cost of a fixed asset such as
telecommunications equipment, a network facility and software
during its estimated useful life as depreciation and
amortization. Depreciation and amortization accounted for 20.3%
of our operating expenses for the year ended March 31,
2010. In order to respond attentively to demand from our
subscribers, we invested in the FOMA services network during the
year ended March 31, 2010. Our investments in the FOMA
network included:
|
|
|
|
|
further enhancement of FOMA network service area quality to
respond attentively to customers requests;
|
|
|
|
further expansion of HSDPA service coverage, offering high data
transmission speed; and
|
|
|
|
buildup of network facilities in response to an increase in
traffic.
|
Our capital expenditures in the FOMA network peaked in the
fiscal year ended March 31, 2007, and although we plan to
start making capital investments for LTE rollout in the fiscal
year ending March 31, 2011, we expect that depreciation and
amortization expenses will show downward trend in the future. In
addition, we have been involved with cost saving efforts such as
economized procurement, design and installment of low-cost
devices and improvements in construction processes. Depreciation
and amortization expenses for the year ended March 31, 2010
decreased significantly from the prior fiscal year, since the
depreciation and amortization expenses in the prior fiscal year
included the effect of accelerated depreciation charges of
mova-related assets through the changes in estimated useful
lives accompanied by our decision to discontinue mova services
on March 31, 2012. However, even without this effect,
depreciation and amortization expenses would have decreased from
the prior fiscal year as a result of ongoing cost efficiency
improvement efforts. Depreciation and amortization expenses are
expected to decrease for the year ending March 31, 2011,
following the recent downward trend. As for our capital
expenditures, please refer to Capital Expenditures
in this Item 5.B.
Selling,
General and Administrative Expenses
Selling, general and administrative expenses represented 33.3%
of our total operating expenses for the year ended
March 31, 2010. The primary components included in our
selling, general and administrative expenses are expenses
related to acquisition of new subscribers and retention of
current subscribers, the most significant of which was
commissions paid to agent resellers. While some of these
commissions are linked to sales activities such as new
subscriptions and handset upgrades, others result from non-sales
activities such as processing of billing plan changes and
handset repairs. In addition, we provide subsidies directly to
our subscribers in the form of a discount to the handset price
to be purchased subject to competition in the market.
In accordance with U.S. GAAP, a portion of the sales
commissions paid to agent resellers is recognized as a deduction
from equipment sales revenues and selling, general and
administrative expenses. For the fiscal year ended
March 31, 2010, the total amount of sales commissions
before the application of the aforesaid accounting treatment
decreased compared to the prior fiscal year, as a result of a
decline in the number of handsets sold and our efforts to reduce
sales commissions. However, the decrease in the amount of sales
commissions included in the selling, general and administrative
expenses after the application of the aforesaid accounting
treatment was limited to a slight decline compared to the prior
fiscal year. On the other hand, due to the increase in expenses
appropriated for customer satisfaction improvement initiatives
and other factors, the selling, general and administrative
expenses for the fiscal year ended March 31, 2010, posted
an increase over the prior fiscal year. For the year ending
March 31, 2011, we expect further reductions in sales
commissions through efficient usage.
Operating
Income
For the year ended March 31, 2010, operating revenues
decreased from the prior fiscal year since both wireless
services revenues and equipment sales revenues decreased due to
a decline in ARPU as well as the number of equipment sold. On
the other hand, a decrease in operating expenses due mainly to a
decrease in costs of equipment
59
sold and our ongoing efforts to reduce costs, including
reductions in network related costs exceeded the decrease in
operating revenues. As a result, operating income increased.
The market environment remains very competitive after the
introduction of Mobile Number Portability. We will be engaged in
reinforcing our competitiveness by executing action plans of
DOCOMOs Change and Challenge in the area of
customer satisfaction, actions to expand usage, creation of new
revenue sources, and improvement of cost efficiency. For the
year ending March 31, 2011, we expect operating income to
increase despite the decline in operating revenues from the
prior fiscal year for the following reasons:
|
|
|
|
|
Cellular services revenues are expected to decrease, because the
projected decline in voice revenues resulting from the impact of
the expanded uptake of Value Plan, a billing plan
that offers discounts on basic monthly charges, and reduction in
billable MOU is expected to be larger than the growth in packet
revenues, which we plan to achieve through boosting
subscribers packet usage.
|
|
|
|
Equipment sales revenues are expected to decline due to a
decrease in the wholesale price of handsets and slight decrease
in the number of handsets sold to agent resellers.
|
|
|
|
Operating expenses are expected to decrease as a result of
efficient use of sales commissions, a decrease in cost of
equipment sold, ongoing reduction of network-related costs and
other general costs, and other factors.
|
|
|
|
Despite a decrease in operating revenues, operating income is
expected to post
year-on-year
gains, as we plan to secure income by offsetting the decline in
voice revenues through the increase in packet revenues and
various cost-cutting measures.
|
Other
income and expenses, Equity in net income (losses) of
affiliates
As part of our corporate strategy, we have made investments in
foreign and domestic companies in businesses that complement our
mobile communications business. See Item 4.
Information on the Company B. Business
Overview 5 Investments and Affiliations. In
accordance with U.S. GAAP, the investment is accounted for
under the equity method and recognized under Investments
in affiliates in our consolidated balance sheets when we
are able to exercise significant influence over the investee,
but do not have a controlling financial interest. In accordance
with equity method accounting, we include equity in net income
or losses of affiliates in our consolidated income. Where we do
not have an ability to exercise significant influence over the
investee, we include the investment as Marketable
securities and other investments in our consolidated
balance sheets. Our results of operations can be affected by
impairments of such investments and losses and gains on the sale
of such investments. The impairment charges for Marketable
securities and other investments and realized gains or
losses from sales of Investments in affiliates and
Marketable securities and other investments are
recognized in Other income and expenses, whereas the
impairment charges for Investments in affiliates are
recognized in Equity in net income (losses) of
affiliates. In the past, we experienced material
impairments in the value of our investments in equity method
affiliates that were included in Equity in net losses of
affiliates in our consolidated statements of income and
comprehensive income for relevant years. It is possible that we
could experience similar impairments with respect to our
investments in affiliates and marketable securities and other
investments again in the future. Please refer to -
Critical Accounting Policies Impairment of
investments. We may also experience material gains or
losses on the sale of our investments. As of March 31,
2010, the total carrying value of our investments in affiliates
was ¥578.1 billion, while the total carrying value for
investments in marketable securities and securities accounted
for under the cost method was ¥151.0 billion.
60
Operating
Results for the year ended March 31, 2010
The following discussion includes analysis of our operating
results for the year ended March 31, 2010. The tables below
describe selected operating data and income statement data:
Key
Performance Indicators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended March 31
|
|
|
|
|
|
|
Increase
|
|
|
|
|
2009
|
|
2010
|
|
(Decrease)
|
|
Change (%)
|
|
Cellular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions (thousands)
|
|
|
54,601
|
|
|
|
56,082
|
|
|
|
1,481
|
|
|
|
2.7
|
%
|
FOMA services (thousands)
|
|
|
49,040
|
|
|
|
53,203
|
|
|
|
4,163
|
|
|
|
8.5
|
%
|
mova services (thousands)
|
|
|
5,560
|
|
|
|
2,879
|
|
|
|
(2,682
|
)
|
|
|
(48.2
|
)%
|
i-mode services (thousands)
|
|
|
48,474
|
|
|
|
48,992
|
|
|
|
518
|
|
|
|
1.1
|
%
|
Market Share
(%)(1)(2)
|
|
|
50.8
|
|
|
|
50.0
|
|
|
|
(0.8
|
)
|
|
|
|
|
Aggregate ARPU (FOMA+mova)
(yen/month/subscription)(3)
|
|
|
5,710
|
|
|
|
5,350
|
|
|
|
(360
|
)
|
|
|
(6.3
|
)%
|
Voice ARPU
(yen/month/subscription)(4)
|
|
|
3,330
|
|
|
|
2,900
|
|
|
|
(430
|
)
|
|
|
(12.9
|
)%
|
Packet ARPU (yen/month/subscription)
|
|
|
2,380
|
|
|
|
2,450
|
|
|
|
70
|
|
|
|
2.9
|
%
|
MOU (FOMA+mova)
(minutes/month/subscription)(3)(5)
|
|
|
137
|
|
|
|
136
|
|
|
|
(1
|
)
|
|
|
(0.7
|
)%
|
Churn Rate
(%)(2)
|
|
|
0.50
|
|
|
|
0.46
|
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
(1) |
|
Source for other cellular telecommunications operators: Data
announced by Telecommunications Carriers Association |
|
(2) |
|
Data calculated including Communication Module Services
subscriptions. |
|
(3) |
|
Data calculated excluding Communication Module Services-related
revenues and Communication Module Services subscriptions. |
|
(4) |
|
Inclusive of circuit switched data communications. |
|
(5) |
|
MOU (Minutes of usage): Average communication time per month per
subscription |
61
Breakdown
of Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Years ended March 31
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
(Decrease)
|
|
|
Change (%)
|
|
|
Operating revenues :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wireless services
|
|
¥
|
3,841,082
|
|
|
¥
|
3,776,909
|
|
|
¥
|
(64,173
|
)
|
|
|
(1.7
|
)%
|
Cellular services revenues
|
|
|
3,661,283
|
|
|
|
3,499,452
|
|
|
|
(161,831
|
)
|
|
|
(4.4
|
)%
|
Voice
revenues(6)
|
|
|
2,149,617
|
|
|
|
1,910,499
|
|
|
|
(239,118
|
)
|
|
|
(11.1
|
)%
|
Including: FOMA services
|
|
|
1,877,835
|
|
|
|
1,785,518
|
|
|
|
(92,317
|
)
|
|
|
(4.9
|
)%
|
Packet communications revenues
|
|
|
1,511,666
|
|
|
|
1,588,953
|
|
|
|
77,287
|
|
|
|
5.1
|
%
|
Including: FOMA services
|
|
|
1,449,440
|
|
|
|
1,558,284
|
|
|
|
108,844
|
|
|
|
7.5
|
%
|
Other revenues
|
|
|
179,799
|
|
|
|
277,457
|
|
|
|
97,658
|
|
|
|
54.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment sales
|
|
|
606,898
|
|
|
|
507,495
|
|
|
|
(99,403
|
)
|
|
|
(16.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
4,447,980
|
|
|
|
4,284,404
|
|
|
|
(163,576
|
)
|
|
|
(3.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
872,438
|
|
|
|
900,642
|
|
|
|
28,204
|
|
|
|
3.2
|
%
|
Cost of equipment sold
|
|
|
827,856
|
|
|
|
698,495
|
|
|
|
(129,361
|
)
|
|
|
(15.6
|
)%
|
Depreciation and amortization
|
|
|
804,159
|
|
|
|
701,146
|
|
|
|
(103,013
|
)
|
|
|
(12.8
|
)%
|
Selling, general and administrative
|
|
|
1,112,568
|
|
|
|
1,149,876
|
|
|
|
37,308
|
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense
|
|
|
3,617,021
|
|
|
|
3,450,159
|
|
|
|
(166,862
|
)
|
|
|
(4.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
830,959
|
|
|
|
834,245
|
|
|
|
3,286
|
|
|
|
0.4
|
%
|
Other income (expense)
|
|
|
(50,486
|
)
|
|
|
1,912
|
|
|
|
52,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses)
of affiliates
|
|
|
780,473
|
|
|
|
836,157
|
|
|
|
55,684
|
|
|
|
7.1
|
%
|
Income taxes
|
|
|
308,400
|
|
|
|
338,197
|
|
|
|
29,797
|
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net income (losses) of affiliates
|
|
|
472,073
|
|
|
|
497,960
|
|
|
|
25,887
|
|
|
|
5.5
|
%
|
Equity in net income (losses) of affiliates (net of applicable
taxes)
|
|
|
(672
|
)
|
|
|
(852
|
)
|
|
|
(180
|
)
|
|
|
(26.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
471,401
|
|
|
|
497,108
|
|
|
|
25,707
|
|
|
|
5.5
|
%
|
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
472
|
|
|
|
(2,327
|
)
|
|
|
(2,799
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to NTT DOCOMO, INC.
|
|
¥
|
471,873
|
|
|
¥
|
494,781
|
|
|
¥
|
22,908
|
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|
Inclusive of circuit switched data communications. |
Analysis
of operating results for the year ended March 31, 2010 and
comparison with the prior fiscal year
The total number of our cellular (FOMA+mova) subscriptions as at
March 31, 2010 was 56.08 million, up
1.48 million, or 2.7%, compared to 54.60 million as of
the end of the prior fiscal year. We expect that the growth rate
of our cellular subscriptions will decelerate in the future as
the growth of the Japanese market slows due to maturity. As of
March 31, 2010, the number of FOMA subscriptions reached
53.20 million, which equaled 94.9% of our total cellular
subscriptions, posting an increase of 4.16 million, or
8.5%, compared to 49.04 million as of March 31, 2009.
On the other hand, the number of mova subscriptions has
decreased constantly since the fiscal year ended March 31,
2004, as a result of our efforts to migrate subscribers to the
FOMA network. As of March 31, 2010, the total number
62
of mova subscriptions was 2.88 million, decreasing by
2.68 million, or 48.2%, from 5.56 million as of the
end of the prior fiscal year. We decided to terminate mova
service on March 31, 2012, in order to concentrate our
managerial resources on FOMA service. Our subscriber market
share as of March 31, 2010 dropped by 0.8 points from 50.8%
as of the end of the prior fiscal year to 50.0%. The number of
i-mode subscriptions reached 48.99 million as of
March 31, 2010, recording an increase of 0.52 million
or 1.1% from 48.47 million as of March 31, 2009.
Aggregate ARPU for cellular (FOMA+mova) service for the fiscal
year ended March 31, 2010 dropped to ¥5,350, down
¥360 or 6.3%, compared to ¥5,710 for the prior fiscal
year. Voice ARPU decreased by ¥430 or 12.9% to ¥2,900,
compared to ¥3,330 for the prior fiscal year. The primary
factor behind this decline was the significant increase in the
number of users subscribing to the Value Plan and
decline in billable MOU. Packet ARPU, on the other hand, grew to
¥2,450, recording an increase of ¥70 or 2.9% from
¥2,380 for the prior fiscal year. The main reasons for the
increase in packet ARPU include the growth in the number of
users subscribing to flat-rate packet plans for unlimited i-mode
access, and the widespread adoption of i-channel and
other services designed to boost i-mode usage. The MOU
(FOMA+mova) decreased by 1 minute or 0.7% to 136 minutes
compared to 137 minutes for the prior fiscal year. The billable
MOU, in particular, decreased from 124 minutes for the prior
fiscal year to 118 minutes, posting a decline of 6 minutes or
4.8%, due mainly to the expansion of free communications
allowances.
Our cellular churn rate was 0.46% and 0.50% for the fiscal years
ended March 31, 2010 and March 31, 2009, respectively.
The churn rate for the fiscal year ended March 31, 2010
dropped by 0.04 points to a record low, owing to our efforts to
promote the adoption of new handset sales methods and customer
satisfaction improvement initiatives. We have successfully
maintained our churn rate lower compared to that of other
carriers in Japan, which we believe was attained as a result of
various factors, including among other things, introduction of
competitive billing plans and gaining the confidence of
customers in our network and services. However, no assurance can
be given that we can maintain the churn rate at the current
level or achieve a further reduction.
During the fiscal year ended March 31, 2010, we strived to
expand subscribers packet usage through the expansion and
enrichment of our video content services and other measures, and
also accelerated the personalization of services with the launch
of an upgraded behavior support service compatible with the
Auto-GPS locating capability. In addition, we have taken various
steps aimed at enhancing customer satisfaction, including the
enrichment of our handset lineup, billing plans and after-sales
support.
Our operating revenues for the fiscal year ended March 31,
2010, were ¥4,284.4 billion, posting a decline of
¥163.6 billion or 3.7% from ¥4,448.0 billion
for the prior fiscal year. Wireless services revenues were
¥3,776.9 billion, decreasing by
¥64.2 billion or 1.7% compared to
¥3,841.1 billion for the prior fiscal year. The
contribution of wireless services revenues to our total
operating revenues for the fiscal year ended March 31, 2010
increased to 88.2% from 86.4% for the prior fiscal year. The
year-on-year
decrease in wireless services revenues was primarily
attributable to the drop of cellular services revenues,
particularly voice revenues. The decline in cellular services
revenues was the net result of the decrease in voice revenues
(which dropped by ¥239.1 billion or 11.1% to
¥1,910.5 billion from ¥2,149.6 billion for
the prior fiscal year) and the increase in packet revenues
(which grew by ¥77.3 billion or 5.1% from
¥1,511.7 billion in the prior fiscal year to
¥1,589.0 billion). An analysis on the reasons for the
decline in voice revenues and increase in packet revenues is
provided in the section explaining the changes in ARPU. Of the
cellular services revenues, the revenues generated by FOMA voice
services decreased by ¥92.3 billion or 4.9% from
¥1,877.8 billion for the prior fiscal year to
¥1,785.5 billion for the fiscal year ended
March 31, 2010. On the other hand, the revenues generated
by FOMA packet services increased to ¥1,558.3 billion,
up ¥108.8 billion or 7.5%, from
¥1,449.4 billion for the prior fiscal year. Equipment
sales revenues decreased by ¥99.4 billion or 16.4% to
¥507.5 billion for the year ended March 31, 2010
from ¥606.9 billion for the prior fiscal year, because
our handset sales were negatively affected by the sluggish
economic conditions and others factors.
Operating expenses decreased by ¥166.9 billion or 4.6%
from ¥3,617.0 billion for the prior fiscal year to
¥3,450.2 billion for the fiscal year ended
March 31, 2010. This was mainly attributable to (i) a
decrease in cost of equipment sold, which dropped by
¥129.4 billion or 15.6% to ¥698.5 billion
from ¥827.9 billion for the prior fiscal year, as a
result of a decrease in the total number of handsets sold and
the reduction in the handset procurement cost per unit, and
(ii) a decrease in depreciation and amortization, which
declined by ¥103.0 billion or 12.8% from
¥804.2 billion (inclusive of accelerated depreciation
charges of mova-related assets) for the prior fiscal year to
63
¥701.1 billion for the fiscal year ended
March 31, 2010. On the other hand, due to the increase in
customer service-related expenses, cost of services increased by
¥28.2 billion or 3.2% from ¥872.4 billion
for the prior fiscal year to ¥900.6 billion for the
fiscal year ended March 31, 2010, while selling, general
and administrative expenses grew to ¥1,149.9 billion,
up ¥37.3 billion or 3.4%, compared to
¥1,112.6 billion for the prior fiscal year.
As a result of the foregoing, operating income for the fiscal
year ended March 31, 2010 increased by
¥3.3 billion or 0.4%, from ¥831.0 billion
for the prior fiscal year to ¥834.2 billion.
Accordingly, the operating income margin improved from 18.7% for
the prior fiscal year to 19.5%. The growth of operating income,
despite a decrease in operating revenues, contributed to this
improvement, which was attained by making up for the decline in
operating revenues resulting mainly from the reduction of voice
revenues by a reduction of network-related costs and other
operating expenses, and performance improvements in
miscellaneous businesses segment.
Other income (expense) includes items such as interest income,
interest expense, gains and losses on sale of marketable
securities and other investments and foreign exchange gains and
losses. We accounted for ¥1.9 billion as other income
for the fiscal year ended March 31, 2010, achieving an
improvement of ¥52.4 billion compared to the prior
fiscal year, during which we recorded other expenses of
¥50.5 billion. This is because we recorded only
minimal other-than-temporary impairment charges for marketable
securities and other investment in the fiscal year ended
March 31, 2010, while we recognized other-than-temporary
impairment charges of ¥57.8 billion in the prior
fiscal year ended March 31, 2009. The other-than-temporary
impairment charges recognized in the prior fiscal year included
an impairment of ¥26.3 billion, which resulted mainly
from foreign currency fluctuation, for the common shares of KT
Freetel Co., Ltd. (KTF) based on its fair market value as of
March 31, 2009 in connection with the merger of KTF and KT
Corporation (KT) in June 2009, under which KTF shares would be
exchanged for KT common shares and KT exchangeable bonds.
Income before income taxes and equity in net income (losses) of
affiliates increased by ¥55.7 billion or 7.1% to
¥836.2 billion for the fiscal year ended
March 31, 2010, from ¥780.5 billion for the prior
fiscal year.
Income taxes were ¥338.2 billion for the year ended
March 31, 2010, and ¥308.4 billion for the year
ended March 31, 2009, representing effective income tax
rate of approximately 40.4% and 39.5%, respectively. We are
subject to income taxes imposed by various taxing authorities in
Japan, including corporate income tax, corporate enterprise tax,
corporate inhabitant income taxes and special local corporation
tax, which in the aggregate amounted to a statutory income tax
rate of 40.8% for both fiscal years ended March 31, 2010
and March 31, 2009. The Japanese government introduced
various special tax benefits, one of which enabled us to deduct
from our taxable income a portion of investments in research and
development (R&D investment tax incentive). The
difference between our effective tax rate and statutory income
tax rate for the years ended March 31, 2010 and 2009 arose
primarily from such special tax allowances. In addition, for the
year ended March 31, 2009, there was a tax refund of
interests and penalties previously paid, which lowered the
effective income tax rate for the year ended March 31, 2009.
For equity in net losses of affiliates (net of applicable
taxes), we incurred losses of ¥0.9 billion for the
fiscal year ended March 31, 2010 and ¥0.7 billion
for the fiscal year ended March 31, 2009.
As a result of the foregoing, we recorded
¥494.8 billion in net income attributable to NTT
DOCOMO, INC., posting an increase of ¥22.9 billion or
4.9% from ¥471.9 billion for the prior fiscal year.
64
Operating
Results for the year ended March 31, 2009
The following discussion includes analysis of our operating
results for the year ended March 31, 2009. The tables below
describe selected operating data and income statement data:
Key
Performance Indicators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended March 31
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
(Decrease)
|
|
|
Change (%)
|
|
|
Cellular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions (thousands)
|
|
|
53,388
|
|
|
|
54,601
|
|
|
|
1,213
|
|
|
|
2.3
|
%
|
FOMA services (thousands)
|
|
|
43,949
|
|
|
|
49,040
|
|
|
|
5,091
|
|
|
|
11.6
|
%
|
mova services (thousands)
|
|
|
9,438
|
|
|
|
5,560
|
|
|
|
(3,878
|
)
|
|
|
(41.1
|
)%
|
i-mode services (thousands)
|
|
|
47,993
|
|
|
|
48,474
|
|
|
|
481
|
|
|
|
1.0
|
%
|
Market
Share(%)(1)(2)
|
|
|
52.0
|
|
|
|
50.8
|
|
|
|
(1.2
|
)
|
|
|
|
|
Aggregate ARPU (FOMA+mova)
(yen/month/subscription)(3)
|
|
|
6,360
|
|
|
|
5,710
|
|
|
|
(650
|
)
|
|
|
(10.2
|
)%
|
Voice ARPU
(yen/month/subscription)(4)
|
|
|
4,160
|
|
|
|
3,330
|
|
|
|
(830
|
)
|
|
|
(20.0
|
)%
|
Packet ARPU (yen/month/subscription)
|
|
|
2,200
|
|
|
|
2,380
|
|
|
|
180
|
|
|
|
8.2
|
%
|
MOU (FOMA+mova)
(minutes/month/subscription)(3)(5)
|
|
|
138
|
|
|
|
137
|
|
|
|
(1
|
)
|
|
|
(0.7
|
)%
|
Churn
Rate(%)(2)
|
|
|
0.80
|
|
|
|
0.50
|
|
|
|
(0.30
|
)
|
|
|
|
|
|
|
|
(1) |
|
Source for other cellular telecommunications operators: Data
announced by Telecommunications Carriers Association |
|
(2) |
|
Data calculated including Communication Module Services
subscriptions. |
|
(3) |
|
Data calculated excluding Communication Module Services-related
revenues and Communication Module Services subscriptions. |
|
(4) |
|
Inclusive of circuit switched data communications. |
|
(5) |
|
MOU (Minutes of usage): Average communication time per month per
subscription |
65
Breakdown
of Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Years ended March 31
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
(Decrease)
|
|
|
Change (%)
|
|
|
Operating revenues :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wireless services
|
|
¥
|
4,165,234
|
|
|
¥
|
3,841,082
|
|
|
¥
|
(324,152
|
)
|
|
|
(7.8
|
)%
|
Cellular services revenues
|
|
|
4,018,988
|
|
|
|
3,661,283
|
|
|
|
(357,705
|
)
|
|
|
(8.9
|
)%
|
Voice
revenues(6)
|
|
|
2,645,096
|
|
|
|
2,149,617
|
|
|
|
(495,479
|
)
|
|
|
(18.7
|
)%
|
Including: FOMA services
|
|
|
2,084,263
|
|
|
|
1,877,835
|
|
|
|
(206,428
|
)
|
|
|
(9.9
|
)%
|
Packet communications revenues
|
|
|
1,373,892
|
|
|
|
1,511,666
|
|
|
|
137,774
|
|
|
|
10.0
|
%
|
Including: FOMA services
|
|
|
1,254,648
|
|
|
|
1,449,440
|
|
|
|
194,792
|
|
|
|
15.5
|
%
|
Other
revenues(7)
|
|
|
146,246
|
|
|
|
179,799
|
|
|
|
33,553
|
|
|
|
22.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment sales
|
|
|
546,593
|
|
|
|
606,898
|
|
|
|
60,305
|
|
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
4,711,827
|
|
|
|
4,447,980
|
|
|
|
(263,847
|
)
|
|
|
(5.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
811,133
|
|
|
|
872,438
|
|
|
|
61,305
|
|
|
|
7.6
|
%
|
Cost of equipment sold
|
|
|
1,150,261
|
|
|
|
827,856
|
|
|
|
(322,405
|
)
|
|
|
(28.0
|
)%
|
Depreciation and amortization
|
|
|
776,425
|
|
|
|
804,159
|
|
|
|
27,734
|
|
|
|
3.6
|
%
|
Selling, general and administrative
|
|
|
1,165,696
|
|
|
|
1,112,568
|
|
|
|
(53,128
|
)
|
|
|
(4.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense
|
|
|
3,903,515
|
|
|
|
3,617,021
|
|
|
|
(286,494
|
)
|
|
|
(7.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
808,312
|
|
|
|
830,959
|
|
|
|
22,647
|
|
|
|
2.8
|
%
|
Other income (expense)
|
|
|
(7,624
|
)
|
|
|
(50,486
|
)
|
|
|
(42,862
|
)
|
|
|
(562.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses)
of affiliates
|
|
|
800,688
|
|
|
|
780,473
|
|
|
|
(20,215
|
)
|
|
|
(2.5
|
)%
|
Income taxes
|
|
|
322,955
|
|
|
|
308,400
|
|
|
|
(14,555
|
)
|
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net income (losses) of affiliates
|
|
|
477,733
|
|
|
|
472,073
|
|
|
|
(5,660
|
)
|
|
|
(1.2
|
)%
|
Equity in net income (losses) of affiliates (net of applicable
taxes)
|
|
|
13,553
|
|
|
|
(672
|
)
|
|
|
(14,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
491,286
|
|
|
|
471,401
|
|
|
|
(19,885
|
)
|
|
|
(4.0
|
)%
|
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
(84
|
)
|
|
|
472
|
|
|
|
556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to NTT DOCOMO, INC.
|
|
¥
|
491,202
|
|
|
¥
|
471,873
|
|
|
¥
|
(19,329
|
)
|
|
|
(3.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) |
|
Inclusive of circuit switched data communications. |
|
(7) |
|
PHS services revenues for the year ended
March 31, 2008 has been reclassified into Other
revenues. |
Analysis
of operating results for the year ended March 31, 2009 and
comparison with the prior fiscal year
As of March 31, 2009, the number of our cellular
(FOMA+mova) subscriptions reached 54.60 million and
increased by 1.21 million or 2.3% from 53.39 million
at the end of the prior fiscal year. We expect that the growth
rate of our cellular subscriptions will decelerate in the future
as the growth rate of cellular subscriptions declines due to the
maturity of the market in Japan. The number of FOMA
subscriptions increased by 5.09 million or 11.6% to
49.04 million as of March 31, 2009 from
43.95 million at the end of the prior fiscal year. The
ratio of FOMA subscriptions to the total cellular subscriptions
reached 89.8% as of March 31, 2009. On the other hand, the
number
66
of mova subscriptions, which has decreased since the year ended
March 31, 2004, decreased by 3.88 million or 41.1% to
5.56 million as of March 31, 2009 from
9.44 million as of the end of the prior fiscal year. We
have decided to discontinue mova services on March 31, 2012
and focus our business resources on FOMA services. Our market
share decreased by 1.2 points to 50.8% as of March 31, 2009
from 52.0% as of the end of the prior fiscal year. The number of
i-mode subscriptions increased by 0.48 million or 1.0% to
48.47 million as of March 31, 2009 from
47.99 million at the end of the prior fiscal year.
Aggregate ARPU of cellular (FOMA+mova) service decreased by
¥650 or 10.2% to ¥5,710 for the year ended
March 31, 2009 from ¥6,360 in the prior fiscal year.
Voice ARPU decreased by ¥830 or 20.0% to ¥3,330 for
the year ended March 31, 2009 from ¥4,160 in the prior
fiscal year. This decrease in voice ARPU was due to the large
increase in the number of subscribers to Value Plan
and new discount services introduced in the last fiscal year.
Packet ARPU increased by ¥180 or 8.2% to ¥2,380 for
the year ended March 31, 2009 from ¥2,200 in the prior
fiscal year. This increase in packet ARPU was due to penetration
of services such as i-channel, which promote i-mode
usage and of an optional packet flat-rate service for unlimited
i-mode usage, in addition to a raise in the i-mode monthly
subscription fee of ¥100 per month effective from June
2008. The MOU (FOMA+mova) decreased by 1 minute or 0.7% to 137
minutes from 138 minutes in the prior fiscal year.
Our churn rate for cellular subscriptions was 0.50% and 0.80%
for the years ended March 31, 2009 and 2008, respectively.
The churn rate decreased by 0.30 points and was one of the
lowest levels, reflecting our efforts to promote new sales
methods and improve customer satisfaction. We believe that, due
to various factors, such as the implementation of competitive
billing arrangements, customer confidence in our network and
services and the introduction of new services, our churn rate
was lower than that of other operators. However, no assurance
can be given that our churn rate will decline or remain low.
During the year ended March 31, 2009, in order to improve
customer satisfaction, we have taken measures such as lowering
basic monthly charge of Type SS Value billing plan,
introduction of new packet flat-rate services Pake-hodai
double and Biz-hodai double, enhancement of
services for the loyalty membership program docomo Premier
Club, rollout of newly organized handset series, expansion
of FOMA high speed areas (achieved 100% POP coverage) and
on-site
visits and investigations in response to customers claims
for network area quality, normally within 48 hours of
contacts from our investigation staffs.
Operating revenues decreased by ¥263.8 billion or 5.6%
to ¥4,448.0 billion for the year ended March 31,
2009 from ¥4,711.8 billion in the prior fiscal year.
Wireless services revenues decreased by ¥324.2 billion
or 7.8% to ¥3,841.1 billion from
¥4,165.2 billion in the prior fiscal year. As a
result, wireless services accounted for 86.4% of operating
revenues for the year ended March 31, 2009, decreasing from
88.4% in the prior fiscal year. The decrease in wireless
services revenues resulted from a decrease in cellular services
revenues, especially voice revenues. The decrease in cellular
services revenues was a net of a decrease in voice revenues by
¥495.5 billion or 18.7% to ¥2,149.6 billion
from ¥2,645.1 billion in the prior fiscal year, and an
increase in packet communications revenues by ¥137.8
billion or 10.0% to ¥1,511.7 billion from
¥1,373.9 billion in the prior fiscal year. The factors
for the decrease in cellular services revenues and the increase
in packet communications revenues were already discussed in the
analysis of changes in ARPU. Voice revenues from FOMA services
decreased by ¥206.4 billion or 9.9% to
¥1,877.8 billion from ¥2,084.3 billion in
the prior fiscal year, while packet communications revenues
increased by ¥194.8 billion or 15.5% to
¥1,449.4 billion from ¥1,254.6 billion in
the prior fiscal year. Equipment sales increased by
¥60.3 billion or 11.0% to ¥606.9 billion for
the year ended March 31, 2009 from ¥546.6 billion
in the prior fiscal year because of a decrease in sales
commissions to be deducted from gross equipment sales due to the
introduction of Value Course.
Operating expenses decreased by ¥286.5 billion or 7.3%
to ¥3,617.0 billion for the year ended March 31,
2009 from ¥3,903.5 billion in the prior fiscal year.
This decrease resulted mainly from a decrease in cost of
equipment sold by ¥322.4 billion or 28.0% to
¥827.9 billion for the year ended March 31, 2009
from ¥1,150.3 billion in the prior fiscal year and in
selling, general and administrative expenses, by
¥53.1 billion or 4.6% to ¥1,112.6 billion
for the year ended March 31, 2009 from
¥1,165.7 billion for the prior fiscal year, due to the
decrease in sales commissions through the penetration of
Value Course. Cost of services increased by
¥61.3 billion or 7.6% to ¥872.4 billion for
the year ended March 31, 2009 from ¥811.1 billion
in the prior fiscal year due to an increase in customer service
related costs. Depreciation and amortization increased by
¥27.7 billion or 3.6% to ¥804.2 billion
67
for the year ended March 31, 2009 from
¥776.4 billion in the prior fiscal year, due to the
effect of accelerated depreciation charges of mova-related
assets through the changes in estimated useful lives of such
assets based on our decision to discontinue mova services on
March 31, 2012.
The operating income margin improved to 18.7% for the year ended
March 31, 2009 from 17.2% for the prior fiscal year. The
decrease in cost of equipment sold due to the decrease in the
number of handsets sold and the decrease in selling, general and
administrative expenses contributed to this improvement.
As a result of the foregoing, our operating income increased by
¥22.6 billion or 2.8% to ¥831.0 billion for
the year ended March 31, 2009 from ¥808.3 billion
for the prior fiscal year.
Other income (or expense) includes items such as interest
income, interest expense, gains and losses on sale of marketable
securities and other investments and foreign exchange gains and
losses. We accounted for ¥50.5 billion as other
expenses for the year ended March 31, 2009 as we recorded
other than temporary impairment charges for marketable
securities and other investments of ¥57.8 billion.
Other expenses increased by ¥42.9 billion from
¥7.6 billion for the year ended March 31, 2008.
For the year ended March 31, 2009, other than temporary
impairment charges included an impairment of
¥26.3 billion for KTF common shares based on its fair
value as of March 31, 2009 in connection with the merger
between KTF and KT in June 2009, under which KTF shares would be
exchanged for KT common shares and KT exchangeable bonds.
Income before income taxes and equity in net income (losses) of
affiliates decreased by ¥20.2 billion or 2.5% to
¥780.5 billion for the year ended March 31, 2009
from ¥800.7 billion for the prior fiscal year.
Income taxes were ¥308.4 billion for the year ended
March 31, 2009 and ¥323.0 billion in the prior
fiscal year, representing effective income tax rates of
approximately 39.5% and 40.3%, respectively. We are subject to
income taxes imposed by various taxing authorities in Japan,
including corporate income tax, corporate enterprise tax and
corporate inhabitant income taxes, which in the aggregate
amounted to a statutory income tax rate of approximately 40.8%
and 40.9% for the years ended March 31, 2009 and 2008,
respectively. The Japanese government introduced various special
tax benefits, one of which enabled us to deduct from our taxable
income a portion of investments in research and development
(R&D investment tax incentive). The difference
between our effective income tax rate and statutory income tax
rate for the year ended March 31, 2009 and 2008 arose
primarily from such special tax allowances. In addition, for the
year ended March 31, 2009, there was a tax refund of
interests and penalties previously paid, which lowered the
effective income tax rate for the year ended March 31, 2009.
Equity in net losses of affiliates (net of applicable taxes) was
¥0.7 billion for the year ended March 31, 2009
compared to net income of ¥13.6 billion for the prior
fiscal year. The decrease resulted from the adjustment to
reflect the earnings impact of purchase price allocations in
Philippine Long Distance Telephone Company, a telecommunications
operator in the Philippines (PLDT).
We acquired common equity interest of PLDT in March 2006 and
during the period between March 2007 and February 2008, and
started to apply the equity method in the prior fiscal year. In
applying the equity method, we started the evaluation of
purchase price allocations in order to recognize and account for
our share of tangible, intangible and other assets and
liabilities of PLDT. For the fiscal year ended March 31,
2009, upon the completion of the evaluation, depreciation and
amortization expenses of corresponding tangible and intangible
assets from the date of the initial acquisition were included as
a reduction of equity in net income (losses) of affiliates.
As a result of the foregoing, we recorded net income
attributable to NTT DOCOMO, INC. of ¥471.9 billion for
the year ended March 31, 2009, a decrease of
¥19.3 billion or 3.9% from ¥491.2 billion
for the prior fiscal year.
Segment
Information
General
Our business consists of two reportable segments: mobile phone
business and miscellaneous businesses. Our management monitors
and evaluates the performance of our segments based on the
information that follows, as derived from our management reports.
68
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
businesses segment includes home shopping services, high-speed
internet connection services for hotel facilities, advertisement
services, development, sales and maintenance of IT systems,
credit services and other miscellaneous services, which in the
aggregate are not significant in amount.
PHS business, which had been previously identified as a
reportable segment, was terminated in January 2008 and
reclassified into miscellaneous businesses segment.
Mobile
phone business segment
For the year ended March 31, 2010, operating revenues from
our mobile phone business segment decreased by
¥213.6 billion or 4.9% to ¥4,167.7 billion
from ¥4,381.3 billion in the prior fiscal year.
Cellular services revenues, which are revenues from voice and
packet communications of mobile phone services, decreased by
¥161.8 billion or 4.4% to ¥3,499.5 billion
for the year ended March 31, 2010 from
¥3,661.3 billion in the prior fiscal year. Equipment
sales revenues decreased for the year ended March 31, 2010
from the prior fiscal year due to the decrease in number of
handsets sold to agent resellers. Revenues from our mobile phone
business segment represented 97.3% and 98.5% of total operating
revenues for the years ended March 31, 2010 and 2009,
respectively. Operating expenses in our mobile phone business
segment decreased by ¥203.9 billion or 5.8% to
¥3,322.1 billion from ¥3,526.0 billion in
the prior fiscal year. As a result, operating income from our
mobile phone business segment decreased by
¥9.6 billion or 1.1% to ¥845.6 billion from
¥855.3 billion in the prior fiscal year. Analysis of
the changes in revenues and expenses of our mobile phone
business segment is also presented in Operating
Trends and Operating Results for the year ended
March 31, 2010, which were discussed above.
Miscellaneous
businesses segment
Operating revenues from our miscellaneous businesses increased
by ¥50.0 billion or 74.9% from ¥66.7 billion
in the prior fiscal year to ¥116.7 billion for the
year ended March 31, 2010, which represented 2.7% of total
operating revenues. Operating expenses from our miscellaneous
businesses increased by ¥37.0 billion or 40.7% from
¥91.1 billion in the prior fiscal year to
¥128.1 billion. The increase in operating revenues and
expenses resulted primarily from the acquisition of OAK LAWN
MARKETING, INC., a newly consolidated subsidiary from the
current fiscal year, which provides home shopping services. As a
result, operating loss from our miscellaneous businesses for the
year ended March 31, 2010, improved to
¥11.4 billion from ¥24.3 billion in the
prior fiscal year.
Recent
Accounting Pronouncements
In October 2009, Financial Accounting Standards Board
(FASB) issued Accounting Standards Update
2009-13
Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangements (ASU2009-13). ASU2009-13
will require allocation of the overall consideration to each
deliverable in an arrangement with multiple deliverables using
the estimated selling price in the absence of vendor-specific
objective evidence or third-party evidence of selling price for
deliverables and eliminate residual method of allocation.
ASU2009-13 is effective for fiscal years beginning on or after
June 15, 2010. We are currently evaluating the impact of
adopting ASU2009-13 on our result of operations and financial
position.
Critical
Accounting Policies
The preparation of our consolidated financial statements
requires our management to make estimates about expected future
cash flows and other matters that affect the amounts reported in
our financial statements in accordance with accounting policies
established by our management. Note 2 to our consolidated
financial statements includes a summary of the significant
accounting policies used in the preparation of our consolidated
financial statements. Certain accounting policies are
particularly sensitive because of their significance to our
reported results and because of the possibility that future
events may differ significantly from the conditions and
assumptions underlying the estimates used and judgments relating
thereto made by our management in preparing our financial
statements. Our senior management has discussed the selection
and development of the accounting estimates and the following
disclosure regarding the critical accounting policies
69
with our independent public accountants as well as our corporate
auditors. The corporate auditors attend meetings of the board of
directors and certain executive meetings to express their
opinion and are under a statutory duty to oversee the
administration of our affairs by our directors and to examine
our financial statements. Our critical accounting policies are
as follows.
Useful
lives of property, plant and equipment, internal use software
and other intangible assets
The values of our property, plant and equipment, such as the
base stations, antennas, switching centers and transmission
lines used by our cellular business, our internal-use software
and our other intangible assets are recorded in our financial
statements at acquisition or development cost and depreciated or
amortized over their estimated useful lives. We estimate the
useful lives of property, plant and equipment, internal-use
software and other intangible assets in order to determine the
amount of depreciation and amortization expense to be recorded
in each fiscal year. Our total depreciation and amortization
expenses for the years ended March 31, 2010, 2009 and 2008
were ¥701.1 billion, ¥804.2 billion and
¥776.4 billion, respectively. For the year ended
March 31, 2009, depreciation and amortization expenses
included the effect of accelerated depreciation charges of
¥60.1 billion for mova-related assets through the
changes in estimated useful lives accompanied by our decision to
discontinue mova services on March 31, 2012, while the
effect of such accelerated depreciation charges was not material
for the year ended March 31, 2010. We determine the useful
lives of our assets at the time the assets are acquired and base
our determinations on expected usage, experience with similar
assets, established laws and regulations as well as taking into
account anticipated technological or other changes. The
estimated useful lives of our wireless telecommunications
equipment are generally set at from 8 to 16 years. The
estimated useful life of our internal-use software is set at
5 years. If technological or other changes occur more
rapidly or in a different form than anticipated, new laws or
regulations are enacted, or the intended usage changes, the
useful lives assigned to these assets may need to be shortened,
resulting in recognition of additional depreciation and
amortization expenses or losses in future periods.
Impairment
of long-lived assets
We perform an impairment review for our long-lived assets to be
held and used, including fixed assets such as our property,
plant and equipment and certain identifiable intangibles such as
software for telecommunications network, internal-use software
and rights to use telecommunications facilities of wire line
network operators, whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be
recoverable. This analysis is separate from our analysis of the
useful lives of our assets, although it is affected by some
similar factors. Factors that we consider important and that can
trigger an impairment review include, but are not limited to,
the following trends or conditions related to the business that
utilizes a particular asset:
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significant decline in the market value of an asset;
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loss of operating cash flow in current period;
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introduction of competitive technologies and services;
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significant underperformance of expected or historical cash
flows;
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significant or continuing decline in subscriptions;
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changes in the manner of usage of an asset; and
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other negative industry or economic trends.
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When we determine that the carrying amount of specific assets
may not be recoverable based on the existence or occurrence of
one or more of the above or other factors, we estimate the
future cash inflows and outflows expected to be generated by the
assets over their expected useful lives. We also estimate the
sum of expected undiscounted future net cash flows based upon
historical trends adjusted to reflect our best estimate of
future market and operating conditions. If the carrying value of
the assets exceeds the sum of the expected undiscounted future
net cash flows, we record an impairment loss based on the fair
values of the assets. Such fair values may be based on
established markets, independent appraisals and valuations or
discounted cash flows. If actual market and operating conditions
under which assets are used are less favorable or subscriber
numbers are less than those projected by
70
management, either of which results in loss of cash flows,
additional impairment charges for assets not previously
written-off may be required. For the year ended March 31,
2008, we recorded an impairment charges for certain long-lived
assets but the impairment charges did not have a material impact
on our results of operations and financial position. We did not
recognize any impairment charges for the years ended
March 31, 2010 and 2009.
Impairment
of investments
We have made investments in certain domestic and foreign
entities. These investments are accounted for under the equity
method, cost method, or at fair value as appropriate based on
various conditions such as ownership percentages, exercisable
influence over the investments and marketability of the
investments. The total carrying value for the investments in
affiliates was ¥578.1 billion, while the total
carrying value for investments in marketable securities and
securities accounted for under the cost method was
¥151.0 billion as of March 31, 2010. Equity
method and cost method accounting require that we assess if a
decline in value or an associated event regarding any such
investment has occurred and, if so, whether such decline is
other than temporary. We perform a review for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an investment may not be recoverable. Factors
that we consider important and that can trigger an impairment
review include, but are not limited to, the following:
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significant or continued declines in the market values of the
investee;
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loss of operating cash flow in current period;
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significant underperformance of historical cash flows of the
investee;
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significant impairment losses or write-downs recorded by the
investee;
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significant changes in the quoted market price of public
investee affiliates;
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negative results of competitors of investee affiliates; and
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other negative industry or economic trends.
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In performing our evaluations, we utilize various information
including discounted cash flow valuations, independent
valuations and, if available, quoted market values.
Determination of recoverable amounts sometimes require estimates
involving results of operations and financial position of the
investee, changes in technology, capital expenditures, market
growth and share, discount factors and terminal values.
In the event we determine as a result of such evaluations that
there are other than temporary declines in value of investment
below its carrying value, we record an impairment charge. Such
write-down to fair value establishes a new cost basis in the
carrying amount of the investment. The impairment charge of
investment in affiliates is included in Equity in losses
of affiliates while the impairment charge of marketable
securities or securities under the cost method is reflected in
Other income (expense) in our consolidated
statements of income and comprehensive income. For the year
ended March 31, 2009 and 2008, we recorded impairment
charges accompanying with other than temporary declines in the
values of certain investee affiliates, but the impairment
charges did not have a material impact on our results of
operations and financial position. We did not recognize any
impairment charges for the year ended March 31, 2010. We
also recorded impairment charges on certain investments which
were classified as marketable securities or securities under the
cost method. For the year ended March 31, 2009, the amount
of impairment charges was ¥57.8 billion. For the years
ended March 31, 2010 and 2008, the impairment charges did
not have a material impact on our results of operations and
financial position.
While we believe that the remaining carrying values of our
investments are nearly equal to their fair value, circumstances
in which the value of an investment is below its carrying amount
or changes in the estimated realizable value can require
additional impairment charges to be recognized in the future.
Accrued
liabilities for point programs
We offer docomo Points Service, which provides
benefits, including discounts on handset, to customers in
exchange for points that we grant customers based on the usage
of cellular and other services and record Accrued
liabilities for point programs relating to the points that
customers earn. The total amount of accrued liabilities for
71
point programs recognized as short-term and long-term
liabilities as of March 31, 2010 and 2009 was
¥174.9 billion and ¥116.7 billion,
respectively. Point program expense for the years ended
March 31, 2010, 2009 and 2008 was ¥142.2 billion,
¥114.7 billion and ¥84.3 billion,
respectively.
In determining the accrued liabilities for point programs, we
estimate such factors as the point utilization rate reflecting
the forfeitures by, among other things, cancellation of
subscription. Higher-than-estimate utilization rate could result
in the need for recognizing additional expenses or accrued
liabilities in the future. In determining the accrued
liabilities for point programs as of March 31, 2010, one
percent raise in point utilization rate would result in an
additional accrual of approximately ¥1.4 billion, if
all the other factors are held constant.
Pension
liabilities
We sponsor a non-contributory defined benefit pension plan which
covers almost all of our employees. We also participate in the
NTT CDBP, a contributory defined benefit welfare pension plan
sponsored by NTT group.
Calculation of the amount of pension cost and liabilities for
retirement allowances requires us to make various judgments and
assumptions including the discount rate, expected long-term rate
of return on plan assets, long-term rate of salary increases and
expected remaining service lives of our plan participants. We
believe that the most significant of these assumptions in the
calculations are the discount rate and the expected long-term
rate of return on plan assets. We determine an appropriate
discount rate based on current market interest rates on
high-quality, fixed-rate debt securities that are currently
available and expected to be available during the period to
maturity of the pension benefits. In determining the expected
long-term rate of return on plan assets, we consider the current
and projected asset allocations, as well as expected long-term
investment returns and risks for each category of the plan
assets based on analysis of historical performances. The rates
are reviewed annually and we review our assumptions in a timely
manner when an event occurs that would have significant
influence on the rates or the investment environment changes
dramatically.
The discount rates applied in determination of the projected
benefit obligations as of March 31, 2010 and 2009, and
expected long-term rates of return on plan assets for the years
ended March 31, 2010 and 2009 were as follows:
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Years ended March 31
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2009
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2010
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Non-contributory defined benefit pension plan
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Discount rate
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2.2%
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2.1%
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Expected long-term rate of return on plan assets
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2.5%
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2.5%
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Actual return on plan assets
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Approximately (17)%
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Approximately 14%
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NTT CDBP
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Discount rate
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2.2%
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2.1%
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Expected long-term rate of return on plan assets
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2.5%
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2.5%
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Actual return on plan assets
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Approximately (12)%
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Approximately 13%
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The amount of projected benefit obligations of our
non-contributory defined benefit pension plan as of
March 31, 2010 and 2009 was ¥190.4 billion and
¥186.2 billion, respectively. The amount of projected
benefit obligations of the NTT CDBP as of March 31, 2010
and 2009, based on actuarial computations which covered only
DOCOMO employees participation, was
¥88.7 billion and ¥83.5 billion,
respectively. The amount is subject to a substantial change due
to differences in actual performance or changes in assumptions.
In conjunction with the differences between estimates and the
actual benefit obligations, net losses in excess of 10% of the
greater of the projected benefit obligation or the fair value of
plan assets are amortized from Accumulated other
comprehensive income (loss) over the expected average
remaining service life of employees in accordance with
U.S. GAAP.
72
The following table shows the sensitivity of our
non-contributory defined benefit pension plan and the NTT CDBP
as of March 31, 2010 to the change in the discount rate or
the expected long-term rate of return on plan assets, while
holding other assumptions constant.
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Billions of yen
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Change in
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Accumulated other
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projected
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Change in pension
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comprehensive
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benefit
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cost, before
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income (loss), net
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Change in Assumptions
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obligation
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applicable taxes
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of applicable taxes
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Non-contributory defined benefit pension plan
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0.5% increase/decrease in discount rate
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(11.5)/12.2
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0.3/(0.3)
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7.0/(7.4)
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0.5% increase/decrease in expected long-term rate of return on
plan assets
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(0.4)/0.3
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NTT CDBP
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0.5% increase/decrease in discount rate
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(8.8)/9.9
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0.1/(0.0)
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5.3/(5.9)
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0.5% increase/decrease in expected long-term rate of return on
plan assets
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(0.3)/0.3
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Please also refer to Note 15 Employees
retirement benefits to our consolidated financial
statements for further discussion.
Revenue
recognition
We defer upfront activation fees and recognize them as revenues
over the expected term of a subscription. Related direct cost to
the extent of the activation fee amount are also being deferred
and amortized over the same period. The reported amounts of
revenue and cost of services are affected by the level of
activation fees, related direct cost and the estimated length of
the subscription period over which such fees and cost are
amortized. Factors that affect our estimate of the subscription
period over which such fees and cost are amortized include
subscriber churn rate and newly introduced or anticipated
competitive products, services and technology. The current
amortization periods are based on an analysis of historical
trends and our experiences. For the years ended March 31,
2010, 2009 and 2008, we recognized as revenues deferred
activation fees of ¥18.4 billion,
¥29.0 billion and ¥38.2 billion,
respectively, as well as corresponding amounts of related
deferred cost. As of March 31, 2010, remaining unrecognized
deferred activation fees were ¥83.7 billion.
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B.
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Liquidity
and Capital Resources
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Cash
Requirements
Our cash requirements for the year ending March 31, 2011
include cash needed to pay to the agent resellers to provide
funds under installment payment scheme, to expand our FOMA
infrastructure, to invest in other facilities, to make
repayments for interest bearing liabilities and other
contractual obligations and to pay for strategic investments,
acquisitions, joint ventures or other investments. We believe
that cash generated from our operating activities, future
borrowings from banks and other financial institutions or future
offerings of debt or equity securities in the capital markets
will provide sufficient financial resources to meet our
currently anticipated capital and other expenditure requirements
and to satisfy our debt service requirements. We believe we have
enough financing ability supported by our high creditworthiness
resulting from our stable financial performance and strong
financial standing. When we determine the necessity for external
financing, we take into consideration the amount of cash demand,
timing of payments, available reserves of cash and cash
equivalents and expected cash flows from operations. If we
determine that demand for cash exceeds the amount of available
reserves of cash and cash equivalents and expected cash flows
from operations, we plan on obtaining external financing through
borrowing or the issuance of debt or equity securities.
Additional debt, equity or other financing may be required if we
underestimate our capital or other expenditure requirements, or
overestimate our future cash flows. There can be no assurance
that such external financing will be available on commercially
acceptable terms or in a timely manner.
73
Capital
Expenditures
The wireless telecommunications industry is highly capital
intensive because significant capital expenditures are required
for the construction of wireless telecommunications network. Our
capital requirements for our networks are determined by the
nature of facility or equipment, the timing of its installment,
the nature and the area of coverage desired, the number of
subscribers served in the area and the expected volume of
traffic. They are also influenced by the number of cells
required in the service area, the number of radio channels in
the cell and the switching equipment required. Capital
expenditures are also required for information technology and
servers for Internet-related services.
Our capital expenditures for the fiscal year ended
March 31, 2010, recorded a decrease compared to the prior
fiscal year, as a result of our efforts to improve the
efficiency of capital investments and cut costs through such
measures as the reduction of procurement costs, introduction of
economical equipment and devising efficient designs and
construction efforts, while working to further improve the
coverage and quality of FOMA services and reinforcing our
facilities to accommodate the growth in data traffic. Moving
ahead with the conversion into
IP-based
network, we facilitated the integration and capacity enhancement
of our network equipment. These initiatives enabled us to
construct our service areas and improve the efficiency of
quality enhancement activities by choosing from various
different options the optimal equipment for each site taking
into consideration the surrounding environmental conditions,
traffic volume and other factors. During the fiscal year ended
March 31, 2010, we added approximately 7,200 outdoor base
stations to our FOMA network, growing the cumulative number of
FOMA outdoor base stations to approximately 55,700. The
cumulative number of facilities where we installed our indoor
systems grew to approximately 24,700, as we completed the
installation in 4,800 facilities during the fiscal year ended
March 31, 2010.
Total capital expenditures for the years ended March 31,
2010, 2009 and 2008 were ¥686.5 billion,
¥737.6 billion and ¥758.7 billion,
respectively. For the year ended March 31, 2010, 66.1% of
capital expenditures were used for construction of the FOMA
network, 1.1% for construction of the second generation mova
network, 13.9% for other cellular facilities and equipment and
18.9% for general capital expenditures such as an internal IT
system. By comparison, in the prior fiscal year, 66.4% of
capital expenditures were used for construction of the FOMA
network, 1.5% for the mova network, 13.6% for other cellular
facilities and equipment, and 18.5% for general capital
expenditures.
For the year ending March 31, 2011, we expect total capital
expenditures to be ¥675.0 billion, of which
approximately 55.6% will be for the FOMA network, 5.2% for LTE
networks, 15.5% for other cellular facilities and equipment and
23.7% for general capital expenditures. We intend to promote
enhancement of facilities for further quality improvement of
FOMA service area, while promoting efficiency efforts of capital
expenditures such as further advancement of IP conversion of
networks.
We currently expect that capital expenditures for the next few
fiscal years will be still on a declining trend despite our
planned expenditures for the rollout of LTE services in fiscal
year ending March 2011, primarily because capital expenditures
related to expanding, maintaining and upgrading our FOMA network
already peaked in the fiscal year ended March 31, 2007,
resulting in an expected decrease in total amount of capital
expenditures.
Our level of capital expenditures may vary significantly from
expected levels for a number of reasons. Capital expenditures
for expansion and enhancement of our existing cellular network
may be influenced by the growth in subscriptions and traffic,
which is difficult to predict with certainty, the ability to
identify and procure suitably located base station sites on
commercially reasonable terms, competitive environments in
particular regions and other factors. The nature, scale and
timing of capital expenditures to reinforce our 3G network may
be materially different from our current plans due to demand for
the services, delays in the construction of the network or in
the introduction of services and changes in the variable cost of
components for the network. We expect that these capital
expenditures will be affected by market demand for our mobile
multimedia services, including i-mode and other data
transmission services, and by our schedule for ongoing expansion
of the existing network to meet demand.
74
Long-term
Debt and other Contractual Obligations
As of March 31, 2010, we had ¥610.3 billion in
outstanding long-term debt including the current portion,
primarily in corporate bonds and loans from financial
institutions, compared to ¥639.2 billion as of the end
of the prior fiscal year. We issued domestic straight bonds in
the aggregate amount of ¥239.9 billion in the year
ended March 31, 2009 for the purpose of capital
expenditures and refinancing of existing long-term debt. We did
not implement any long-term financing in the years ended
March 31, 2010 or 2008. We repaid ¥29.0 billion,
¥77.1 billion and ¥131.0 billion of
long-term debt, in the years ended March 31, 2010, 2009,
and 2008, respectively.
Of our long-term debt outstanding as of March 31, 2010,
¥38.2 billion, including current portion, was
indebtedness to financial institutions, majority of which has
fixed interest rate and its weighted average interest rate was
1.4% per annum. The term of maturities was from the year ending
March 31, 2011 through 2013. As of March 31, 2010, we
also had ¥572.1 billion, including current portion, in
bonds due from the year ending March 31, 2011 to 2019 with
a weighted average coupon rate of 1.5% per annum. For
information about our debt servicing schedule, see also
Item 11, Quantitative and Qualitative Disclosures
about Market Risk.
As of March 31, 2010, we and our long-term debt obligations
were rated by rating agencies as shown in the table below. Such
ratings were issued by the rating agencies upon our requests. On
May 18, 2009, Moodys changed the outlook for our
long-term obligation rating from stable to
negative. Credit ratings reflect rating
agencies current opinions about our financial capability
of meeting payment obligations of our debt in accordance with
their terms. Rating agencies are able to upgrade, downgrade,
reserve or withdraw their credit ratings on us anytime at their
discretions. The rating is not a market rating or recommendation
to buy, hold or sell our shares or any financial obligations of
us.
|
|
|
|
|
|
|
Rating agencies
|
|
Type of rating
|
|
Rating
|
|
Outlook
|
|
Moodys
|
|
Long-Term Obligation Rating
|
|
Aa1
|
|
Negative
|
Standard & Poors
|
|
Long-Term Issuer Credit Rating
|
|
AA
|
|
Stable
|
Standard & Poors
|
|
Long-Term Issue Credit Rating
|
|
AA
|
|
|
Japan Credit Rating Agency, Ltd.
|
|
Long-Term Senior Debt Rating
|
|
AAA
|
|
Stable
|
Rating and Investment Information, Inc.
|
|
Issuer Rating
|
|
AA+
|
|
Stable
|
None of our debt obligations include a clause in which a
downgrade of our credit rating could lead to a change in a
payment term of such an obligation so as to accelerate its
maturity.
The following table summarizes our long-term debt, interest
payments on long-term debt, lease obligations and other
contractual obligations (including current portion) over the
next several years.
Long-Term
Debt, Lease Obligations and other Contractual
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
1 year
|
|
|
1-3
|
|
|
3-5
|
|
|
After
|
|
Category of Obligations
|
|
Total
|
|
|
or less
|
|
|
years
|
|
|
years
|
|
|
5 years
|
|
|
Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
|
¥ 572,097
|
|
|
|
¥ 163,630
|
|
|
|
¥ 228,467
|
|
|
|
¥ 70,000
|
|
|
|
¥ 110,000
|
|
Loans
|
|
|
38,172
|
|
|
|
17,086
|
|
|
|
21,086
|
|
|
|
|
|
|
|
|
|
Interest Payments on Long-Term Debt
|
|
|
28,066
|
|
|
|
7,196
|
|
|
|
8,443
|
|
|
|
5,080
|
|
|
|
7,347
|
|
Capital Leases
|
|
|
7,621
|
|
|
|
3,098
|
|
|
|
3,381
|
|
|
|
1,076
|
|
|
|
66
|
|
Operating Leases
|
|
|
21,632
|
|
|
|
2,958
|
|
|
|
4,272
|
|
|
|
3,012
|
|
|
|
11,390
|
|
Other Contractual Obligations
|
|
|
123,644
|
|
|
|
123,311
|
|
|
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
¥ 791,232
|
|
|
|
¥ 317,279
|
|
|
|
¥ 265,982
|
|
|
|
¥ 79,168
|
|
|
|
¥ 128,803
|
|
|
|
|
* |
|
The amount of contractual obligations which is immaterial in
amount is not included in Other Contractual
Obligations in the above table. |
75
Other contractual obligations principally consisted
of commitments to purchase property and equipment for our
cellular network, commitments to purchase inventories, mainly
handsets, commitments to purchase services. As of March 31,
2010, we had committed ¥26.7 billion for property,
plant and equipment, ¥50.4 billion for inventories and
¥46.6 billion for other purchase commitments.
In addition to our existing commitments, we expect to make
significant capital expenditures on an ongoing basis for our
FOMA network, LTE rollout and for other purposes. Also, we
consider potential opportunities for entry to new areas of
business, merger and acquisitions, establishment of joint
ventures, strategic investments or other arrangements primarily
in wireless communications businesses from time to time.
Currently, we have no contingent liabilities related to
litigation or guarantees that could have a materially adverse
effect on our financial position.
Sources
of Cash
The following table sets forth certain information about our
cash flows during the years ended March 31, 2010, 2009 and
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Years ended March 31
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Net cash provided by operating activities
|
|
¥
|
1,560,140
|
|
|
¥
|
1,173,677
|
|
|
¥
|
1,182,818
|
|
Net cash used in investing activities
|
|
|
(758,849
|
)
|
|
|
(1,030,983
|
)
|
|
|
(1,163,926
|
)
|
Net cash used in financing activities
|
|
|
(497,475
|
)
|
|
|
(182,441
|
)
|
|
|
(260,945
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
303,843
|
|
|
|
(47,357
|
)
|
|
|
(241,833
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
343,062
|
|
|
|
646,905
|
|
|
|
599,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
¥
|
646,905
|
|
|
¥
|
599,548
|
|
|
¥
|
357,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis
of cash flows for the year ended March 31, 2010 and
comparison with the prior fiscal year
Net cash provided by operating activities for the fiscal year
ended March 31, 2010 was ¥1,182.8 billion, an
increase of ¥9.1 billion or 0.8% from the prior fiscal
year. The increase was mainly due to an increased amount of cash
collection of installment receivable for handsets from
customers, which was partially offset by (1) a decrease in
cash inflow due mainly to a decrease in voice ARPU and
(2) an increase in cash outflow due to factors such as an
increase in payment for income taxes as a result of a tax
adjustment for accelerated depreciation of mova-related assets
recorded in the previous year.
Net cash used in investing activities was
¥1,163.9 billion, an increase of
¥132.9 billion or 12.9% from the prior fiscal year.
The increase was mainly due to an increase in purchases of
short-term investments of more than three months for cash
management purposes, a decrease of proceeds from redemption of
long-term bailment for consumption to a related party, and an
increase in short-term bailment for consumption to a related
party, which were partially offset by a decrease in purchases of
property, plant and equipment and non-current investments.
Net cash used in financing activities was
¥260.9 billion, an increase of ¥78.5 billion
or 43.0% from the prior fiscal year. The increase was mainly due
to a decrease of proceeds from long-term debt, which was
partially offset by a decrease in payments to acquire treasury
stock and repayment of long-term debt.
The balance of cash and cash equivalents was
¥357.7 billion as of March 31, 2010, a decrease
of ¥241.8 billion or 40.3% from the prior fiscal year
end. The balance of investments with original maturities of
longer than three months, which were made to manage a part of
our cash efficiently, was ¥403.0 billion and
¥2.4 billion as of March 31, 2010 and 2009,
respectively.
Analysis
of cash flows for the year ended March 31, 2009 and
comparison with the prior fiscal year
Net cash provided by operating activities was
¥1,173.7 billion, a decrease of
¥386.5 billion or 24.8% from the prior fiscal year.
The decrease was mainly due to an increase of
¥182.1 billion to ¥361.8 billion in the
payment of income taxes (the payment of income taxes during the
prior fiscal year was ¥179.7 billion due to the
realization of
76
the tax deduction for the impairment of our investment in
Hutchison 3G UK Holdings Limited) as well as an increase of the
payment in providing funds for installment receivable for
handsets.
Net cash used in investing activities was
¥1,031.0 billion, an increase of
¥272.1 billion or 35.9% from the prior fiscal year.
The increase resulted mainly from an increase in acquisition of
long-term investments such as equity investments and a decrease
of proceeds from sales or redemption of long-term investments.
Net cash used in financing activities was
¥182.4 billion, a decrease of ¥315.0 billion
or 63.3% from the prior fiscal year. The decrease resulted
mainly from an increase of proceeds from long-term debt through
issuances of corporate bonds and a decrease of repayment of
long-term debt.
We spent ¥136.8 billion during the fiscal year ended
March 31, 2009 to repurchase our own stock in the market,
purchase of treasury stock at the request of dissenting
shareholders who opposed the merger under which our regional
subsidiaries were dissolved and merged into the Company, and
purchase of fractional shares.
The balance of cash and cash equivalents was
¥599.5 billion as of March 31, 2009, a decrease
of ¥47.4 billion or 7.3% from the prior fiscal year
end. The balance of investments with original maturities of
longer than three months, which were made to manage a part of
our cash efficiently, was ¥2.4 billion and
¥52.2 billion as of March 31, 2009 and 2008,
respectively.
Prospect
of cash flows for the year ending March 31,
2011
As for our sources of cash for the year ending March 31,
2011, we currently expect our net cash flows from operating
activities to decrease from the prior fiscal year due to a
decrease in voice revenues due mainly from a continued uptake of
Value Plan and a decrease in billable MOU, although
it is expected to be partially offset by a decrease in the
payment of income taxes.
Our net cash flow used in investing activities for the year
ending March 31, 2011 is expected to decrease due to
factors including a decrease in our capital expenditures to
approximately ¥675.0 billion from
¥686.5 billion for the year ended March 31, 2010.
|
|
C.
|
Research
and Development
|
Our research and development activities include development of
new products and services, development related to LTE and
research on fourth-generation systems, and conversion into IP
networks for economical network constructions. Research and
development costs are charged to expenses as incurred. We
incurred ¥109.9 billion, ¥100.8 billion and
¥100.0 billion as research and development expenses
for the years ended March 31, 2010, 2009 and 2008,
respectively.
The mobile communication market in Japan is undergoing changes
brought about by such factors as increasing rate of mobile phone
penetration, diversification of customer needs, the introduction
of Mobile Number Portability, and market entry by new
competitors. Under these market conditions, with operators
stepping up their efforts in such areas as reinforcement of
handset lineup, provision of value-added services and
introduction of less expensive billing plans, the competition
among operators is expected to remain intense.
For the fiscal year ending March 31, 2011, we are
projecting a decrease in operating revenues but an increase in
operating income compared to the prior fiscal year. Trends in
the market observed during the fiscal year ended March 31,
2010 and expected for the fiscal year ending March 31,
2011, are summarized below:
|
|
|
|
|
Our total number of cellular subscriptions is expected to
increase during the fiscal year ending March 31, 2011, as
we will strive to lower the churn rate through loyalty marketing
targeted at enhancing the satisfaction of our existing users,
because the growth of new subscriptions will likely be limited
given that the cellular penetration rate has already risen to a
high level. The percentage of FOMA subscriptions to our total
cellular subscriptions as of March 31, 2011 is projected to
reach approximately 98%, as a result of our ongoing subscriber
migration efforts.
|
77
|
|
|
|
|
In the fiscal year ended March 31, 2010, our aggregate
cellular ARPU (FOMA+mova) and voice ARPU both recorded a decline
over the prior fiscal year, but packet ARPU posted
year-on-year
gains. This trend is likely to continue in the fiscal year
ending March 31, 2011. The primary reason behind the
decline of voice ARPU is the negative revenue impact from the
expanded uptake of Value Plan introduced in November
2007 which offers discounts on basic monthly charges and a
decrease in billable MOU. On the other hand, the main reasons
for the growth of packet ARPU include the revenue growth
resulting from an increase in the subscriptions to flat-rate
packet billing plans, expansion of packet usage, growth in the
number of users using data plans and smartphones.
|
|
|
|
Equipment sales revenues for the fiscal year ended
March 31, 2010 decreased due to the decline in the number
of handsets sold to agent resellers. For the year ending
March 31, 2011, because we are projecting a slight decrease
in the number of handsets sold to agent resellers and a
reduction in the whole sale price per unit, a continual decline
from the prior fiscal year is expected.
|
|
|
|
As a result of the foregoing, operating revenues for the fiscal
year ending March 31, 2011 is expected to drop from the
fiscal year ended March 31, 2010, primarily because the
negative revenue impact of the decline in aggregate ARPU will
likely be larger than the revenue-boosting effect expected from
the growth in the total number of subscriptions.
|
|
|
|
Selling, general and administrative expenses, network-related
costs (communication network charges, depreciation and
amortization costs) and other operating expenses for the fiscal
year ending March 31, 2011 are expected to decrease from
the previous fiscal year due to the improvement of cost
efficiency to be achieved through a review on sales policies,
enhancement of operational efficiency expected from the
integration of nationwide common operations, and efficient
facility roll-out to be achieved through the introduction of new
technologies and review of design methods.
|
Due to the above, we expect operating income and net income for
the year ending March 31, 2011 to increase from the year
ended March 31, 2010.
Further information regarding trend information is contained
elsewhere in this Item 5.
The discussion above includes forward-looking statements based
on managements assumptions and beliefs as to the factors
set forth above, as to market and industry conditions and as to
our performance under those conditions and are subject to the
qualifications set forth in Special Note Regarding
Forward-looking Statements which can be found immediately
following the table of contents. Our actual results could vary
significantly from these projections and could be influenced by
a number of factors and uncertainties, including changes in the
market and industry conditions, competition and other factors
and risks as discussed in Risk Factors in
Item 3.D. Additionally, unanticipated events and
circumstances may affect our actual financial and operating
results. As a result, no representation can be or is made with
respect to the accuracy of the foregoing projections.
|
|
E.
|
Off-Balance
Sheet Arrangements
|
We do not have any material off-balance sheet arrangements.
|
|
F.
|
Tabular
Disclosure of Contractual Obligations
|
Please refer to Item. 5.B.
|
|
Item 6.
|
Directors,
Senior Management and Employees
|
|
|
A.
|
Directors
and Senior Management
|
Directors,
Corporate Executives and Corporate Auditors
Our board of directors has the ultimate responsibility for the
administration of our affairs. Our Articles of Incorporation
provide for a maximum of 15 directors. Directors are
elected at a general meeting of shareholders from among those
candidates nominated by the board of directors. The candidates
may also be nominated by shareholders. The normal term of office
of directors is two years, although they may serve any number of
78
consecutive terms. The board of directors elects from among
directors one or more representative directors, who have the
authority individually to represent us. From among directors,
the board of directors also elects the president and may elect a
chairman and one or more senior executive vice presidents and
executive vice presidents.
We have a board of corporate auditors as an organization that is
independent from the board of directors. The board of corporate
auditors audits execution of duties by directors, and carries
out accounting audits. Our Articles of Incorporation provide for
not more than five corporate auditors. Under the Corporation Law
(Corporation Law) of Japan, the board of corporate
auditors is composed of all of our corporate auditors. Corporate
auditors, more than half of whom must be from outside our
company, are elected at a general meeting of shareholders from
among those candidates nominated by the board of directors with
the prior consent of our board of corporate auditors. The
candidates may also be nominated by shareholders. The board of
corporate auditors may, by its resolution, request that the
board of directors submit to a general meeting of shareholders
an item of business concerning election of corporate auditors
and/or
proposed candidates of corporate auditors. The normal term of
office of a corporate auditor is four years, although they may
serve any number of consecutive terms. Corporate auditors are
under a statutory duty to oversee the administration of our
affairs by our directors, to examine our financial statements
and business reports submitted by our directors to the general
meetings of shareholders and to report to the shareholders the
results of investigations regarding any actions by our directors
that are unreasonable or which are in violation or breach of
laws, ordinances or the Articles of Incorporation of our
company. They are obliged to attend meetings of the board of
directors and to express their opinions if they deem necessary,
but they are not entitled to vote. The board of corporate
auditors has a statutory duty to prepare and submit an audit
report to the directors each year. A corporate auditor may note
his or her opinion in the audit report if his or her opinion is
different from the opinion expressed in the audit report. The
board of corporate auditors is empowered to decide audit policy,
the methods of examination of our affairs and financial position
and other matters concerning the execution of the corporate
auditors work duties.
In addition to corporate auditors, we must appoint independent
public accountants who have statutory duties to examine the
financial statements to be submitted by the board of directors
to the general meetings of shareholders, reporting thereon to
the board of corporate auditors and the directors, and examining
the financial statements to be filed with the director of the
Kanto Local Finance Bureau of Japan. Since our incorporation,
KPMG AZSA & Co., has acted as our independent public
accountant.
We introduced an executive officer system in 2005 with the aim
of clarifying the boards managerial supervision function
and further enhancing its business execution functions.
The following table sets forth our board of directors and
corporate auditors as of June 24, 2010 and certain other
information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ryuji
Yamada(2)
(May 5, 1948)
|
|
President and Chief Executive Officer
|
|
|
|
April 1973
|
|
Entered NTT Public Corporation
|
|
322
|
|
June 2007*
|
|
|
|
|
|
|
June 2001
|
|
Senior Vice President and Executive Manager of Plant Planning
Department of Nippon Telegraph and Telephone West Corporation
(NTT West)
|
|
|
|
|
|
|
|
|
|
|
June 2002
|
|
Executive Vice President and Senior Executive Manager of the
Marketing and Support Solutions Headquarters of NTT West
|
|
|
|
|
|
|
|
|
|
|
June 2004
|
|
Representative Director and Senior Executive Vice President of
Nippon Telegraph and Telephone Corporation (NTT)
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
June 2007
|
|
Senior Executive Vice President and Managing Director of
Corporate Marketing Division of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
President and Chief Executive Officer of the Company
|
|
|
|
|
Kiyoyuki
Tsujimura(2)
(Jan. 11, 1950)
|
|
Senior Executive Vice President
|
|
Responsible for Multimedia Services, Technology
|
|
April 1975
|
|
Entered NTT Public Corporation
|
|
235
|
|
June 2001*
|
|
|
|
|
|
|
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 and Managing Director of Products and
Services Division of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Senior Executive Vice President and Managing Director of
Products and Service
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Executive Vice President and Responsible for Multimedia
Services and Technology of the Companys Division of the
Company
|
|
|
|
|
Masatoshi
Suzuki(2)
(Oct. 30, 1951)
|
|
Senior Executive Vice President
|
|
Responsible for Global Business, Corporate
|
|
April 1975
|
|
Entered NTT Public Corporation
|
|
127
|
|
June 2007*
|
|
|
|
|
|
|
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 and Managing Director of Human
Resources Management Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Senior Executive Vice President and Managing Director of Global
Business Division of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Executive Vice President and Responsible for Global
Business and Corporate of the Company
|
|
|
|
|
Hiroshi
Matsui(2)
(Aug. 6, 1946)
|
|
Senior Executive Vice President
|
|
Responsible for CSR, Branches in Kanto and Koshinetsu areas
|
|
July 1969
|
|
Entered Ministry of Posts and Telecommunications
|
|
90
|
|
June 2008*
|
|
|
|
|
|
|
January 2003
|
|
Vice-Minister for Policy Coordination, Ministry of Public
Management, Home Affairs, Posts and Telecommunications
|
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
August 2005
|
|
President of Postal Savings Promotion Society
|
|
|
|
|
|
|
|
|
|
|
September2007
|
|
Advisor to the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Senior Executive Vice President of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Executive Vice President and Responsible for CSR and
Branches in Kanto and Koshinetsu areas of the Company
|
|
|
|
|
Bunya
Kumagai(3)
(Oct. 13, 1952)
|
|
Executive Vice President
|
|
Responsible for Consumer Sales
|
|
April 1975
|
|
Entered NTT Public Corporation
|
|
124
|
|
June 2006*
|
|
|
|
|
|
|
June 2003
|
|
Senior Vice President and Managing Director of Sales Promotion
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2005
|
|
Executive Vice President and Managing Director of Marketing
Division of NTT DoCoMo Tokai, Inc.
|
|
|
|
|
|
|
|
|
|
|
June 2006
|
|
Senior Vice President and Managing Director of Marketing
Division of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Executive Vice President and Managing Director of Marketing
Division of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Executive Vice President and Responsible for Consumer Sales of
the Company
|
|
|
|
|
Kazuto
Tsubouchi(3)
(May 2, 1952)
|
|
Executive Vice President
|
|
Managing Director of Accounts and Finance Department Responsible
for Business Alliance Department
|
|
April 1976
|
|
Entered NTT Public Corporation
|
|
94
|
|
June 2006*
|
|
|
|
|
|
|
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 and Managing Director of Accounts and
Finance Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Executive Vice President, Chief Financial Officer and Managing
Director of Accounts and Finance Department of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Executive Vice President, Chief Financial Officer, Managing
Director of Accounts and Finance Department and Responsible for
Business Alliance Department of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
(Principal concurrent position)
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of Tata Teleservices Limited (India)
|
|
|
|
|
Kaoru
Kato(3)
(May 20, 1951)
|
|
Executive Vice President
|
|
Managing Director of Corporate Strategy & Planning
Department Research Institute
|
|
April 1977
|
|
Entered NTT Public Corporation
|
|
70
|
|
June 2008*
|
|
|
|
|
|
|
July 2005
|
|
Representative Director and Senior Corporate Executive Officer
of Sumitomo Mitsui Card Co., Ltd.
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
June 2007
|
|
Executive Vice President of NTT DoCoMo Kansai, Inc.
|
|
|
|
|
|
|
|
|
|
|
July 2007
|
|
Executive Vice President and Managing Director of Corporate
Strategy Planning Department of NTT DoCoMo Kansai, Inc.
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Executive Vice President and Managing Director of Corporate
Strategy and Planning Department of the Company
|
|
|
|
|
|
|
|
|
|
|
April 2009
|
|
Executive Vice President, Managing Director of Corporate
Strategy and Planning Department and Managing Director of Mobile
Society Research Institute of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2009
|
|
Executive Vice President and Managing Director of Corporate
Strategy and Planning Department of the Company
|
|
|
|
|
Mitsunobu
Komori(3)
(Sep. 18, 1952)
|
|
Executive Vice President
|
|
Managing Director of R&D Center
|
|
April 1977
|
|
Entered NTT Public Corporation
|
|
79
|
|
June 2008*
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Executive Vice President, Chief Technical Officer and Managing
Director of Research and Development Division of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Executive Vice President, Chief Technical Officer and Managing
Director of R&D Center of the Company
|
|
|
|
|
Akio
Oshima(3)
(June 23, 1951)
|
|
Executive Vice President
|
|
Managing Director of Corporate Marketing Division
|
|
April 1974
|
|
Entered NTT Public Corporation
|
|
116
|
|
June 2010*
|
|
|
|
|
|
|
June 2004
|
|
Senior Vice President and Managing Director of Corporate
Marketing Department II of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2004
|
|
Senior Vice President and Managing Director of System Marketing
Department II of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2005
|
|
Senior Vice President and Managing Director of System Marketing
Department II of the Company
|
|
|
|
|
|
|
|
|
|
|
April 2006
|
|
Senior Vice President and Managing Director of Marketing
Department II of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2006
|
|
Executive Vice President and Managing Director of Marketing
Division of NTT DoCoMo Kansai, Inc.
|
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
December 2006
|
|
Senior Executive Vice President and Managing Director of
Marketing Division of NTT DoCoMo Kansai, Inc.
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Senior Executive Vice President of NTT DoCoMo Kansai, Inc.
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Executive Vice President and Managing Director of Corporate
Marketing Division of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Executive Vice President and Managing Director of Corporate
Marketing Division of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2010
|
|
Executive Vice President and Managing Director of Corporate
Marketing Division of the Company
|
|
|
|
|
Fumio
Iwasaki(3)
(Feb, 28, 1953)
|
|
Executive Vice President
|
|
Responsible for Network
|
|
April 1977
|
|
Entered NTT Public Corporation
|
|
92
|
|
June 2010*
|
|
|
|
|
|
|
June 2004
|
|
Senior Vice President and Managing Director of Network Planning
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2005
|
|
Senior Vice President and Managing Director of Network Planning
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Senior Executive Vice President and Managing Director of
Corporate Marketing Division of NTT DoCoMo Kyushu, Inc.
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Vice President and Managing Director of Kyushu Regional
Office of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2010
|
|
Executive Vice President and Responsible for Network of the
Company
|
|
|
|
|
Takashi
Tanaka(3)
(Jun. 2, 1955)
|
|
Senior Vice President
|
|
Managing Director of Human Resources Management Department
|
|
April 1979
|
|
Entered NTT Public Corporation
|
|
98
|
|
June 2007*
|
|
|
|
|
|
|
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 and Managing Director of General Affairs
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Senior Vice President and Managing Director of Human Resources
Management Department of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Vice President and Managing Director of Human Resources
Management Department of the Company
|
|
|
|
|
Katsuhiro
Nakamura(3)
(Mar. 2, 1953)
|
|
Senior Vice President
|
|
Managing Director of General Affairs Department Managing
Director of Corporate Citizenship Department
|
|
April 1977
|
|
Entered NTT Public Corporation
|
|
71
|
|
June 2008*
|
|
|
|
|
|
|
June 2004
|
|
Senior Vice President and Managing Director of Marketing
Division of NTT DoCoMo Hokkaido, Inc.
|
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
June 2005
|
|
Representative Director, Senior Vice President and Managing
Director of Corporate Strategy and Planning Department and
Managing Director of Marketing Division of NTT DoCoMo Hokkaido,
Inc.
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Senior Vice President and Responsible for Business Process
Reform of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Senior Vice President and Managing Director of General Affairs
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2008
|
|
Senior Vice President, Managing Director of General Affairs
Department and Managing Director of Corporate Citizenship
Department of the Company
|
|
|
|
|
Hiroshi Tsujigami
(Sep. 8, 1958)
|
|
Member of the Board
|
|
|
|
April 1983
|
|
Entered NTT Public Corporation
|
|
10
|
|
June 2008*
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
(Principal concurrent positions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Manager of Corporate Strategy and Planning Department of
NTT
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of NTT Investment Partners, Inc.
|
|
|
|
|
Corporate Auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenichi
Aoki(4)
(Oct. 9, 1946)
|
|
Corporate Auditor
|
|
|
|
May 1970
|
|
Entered NTT Public Corporation
|
|
62
|
|
June 2008**
|
|
|
|
|
|
|
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.
|
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Corporate Auditor of the Company
|
|
|
|
|
Shunichi
Tamari(4)
(Jan. 10, 1949)
|
|
Corporate Auditor
|
|
|
|
April 1971
|
|
Entered NTT Public Corporation
|
|
80
|
|
June 2008*
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
June 2008
|
|
Corporate Auditor of the Company
|
|
|
|
|
Yoshitaka
Makitani(4)
(July 30, 1947)
|
|
Corporate Auditor
|
|
|
|
May 1970
|
|
Entered NTT Public Corporation
|
|
48
|
|
June 2009**
|
|
|
|
|
|
|
September 2000
|
|
Member of the Board, Senior Vice President, Senior Executive
Manager of Accounts and Finance Department, Senior Executive
Manager of Affiliated Companies Department of NTT DATA
Corporation (NTT DATA)
|
|
|
|
|
|
|
|
|
|
|
July 2001
|
|
Member of the Board, Senior Vice President and Senior Executive
Manager of Accounts and Finance Department of NTT DATA
|
|
|
|
|
|
|
|
|
|
|
June 2002
|
|
Member of the Board, Executive Vice President and Senior
Executive Manager of Accounts and Finance Department of NTT DATA
|
|
|
|
|
|
|
|
|
|
|
June 2003
|
|
Member of the Board, Executive Vice President, Senior Executive
Manager of General Affairs Department and Senior Executive
Manager of Affiliated Companies Department of NTT DATA
|
|
|
|
|
|
|
|
|
|
|
June 2005
|
|
President of NTT BUSINESS ASSOCIE Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2009
|
|
Corporate Auditor of the Company
|
|
|
|
|
Kyouichi
Yoshizawa(4)
(Apr. 12, 1950)
|
|
Corporate Auditor
|
|
|
|
April 1969
|
|
Entered NTT Public Corporation
|
|
80
|
|
June 2007**
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
Name
|
|
|
|
|
|
History, Positions, Responsibilities
|
|
Shares
|
|
Appointment
|
(Date of Birth)
|
|
Position
|
|
Responsibility
|
|
and Principal Concurrent Positions
|
|
Owned(1)
|
|
Date
|
|
|
|
|
|
|
|
August 2000
|
|
Secretary General of East Japan Headquarters of All NTT Workers
Union of Japan
|
|
|
|
|
|
|
|
|
|
|
July 2002
|
|
President of East Japan Headquarters of All NTT Workers Union of
Japan
|
|
|
|
|
|
|
|
|
|
|
August 2004
|
|
Secretary General of National Headquarters of All NTT Workers
Union of Japan
|
|
|
|
|
|
|
|
|
|
|
September 2006
|
|
Advisor , NTT Travel Service Co. Ltd.
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Corporate Auditor of the Company
|
|
|
|
|
Takaaki
Wakasugi(5)
(Mar. 11, 1943)
|
|
Corporate Auditor
|
|
|
|
June 1985
|
|
Professor, Faculty of Economics, University of Tokyo
|
|
66
|
|
June 2007**
|
|
|
|
|
|
|
September 1990
|
|
Co-director, Mitsui Life Financial Research Center, University
of Michigan Ross School of Business
|
|
|
|
|
|
|
|
|
|
|
April 2003
|
|
Director and General Manager of Japan Corporate Governance
Research Institute
|
|
|
|
|
|
|
|
|
|
|
April 2004
|
|
Professor of Finance, School of Business administration, Tokyo
Keizai University
|
|
|
|
|
|
|
|
|
|
|
June 2004
|
|
Professor Emeritus, University of Tokyo
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Corporate Auditor of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
(Directorship at other companies)
|
|
|
|
|
|
|
|
|
|
|
|
|
Professor, School of Business Administration, Tokyo Keizai
University
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside director, Nissui, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside director, Ricoh Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside corporate auditor, JFE Holdings, Inc.
|
|
|
|
|
(Notes)
|
|
|
(1)
|
|
DOCOMO shares owned as of
May 31, 2010
|
|
(2)
|
|
Representative director
|
|
(3)
|
|
Concurrently serves as a EVP/SVP
|
|
(4)
|
|
Full-time corporate auditor
|
|
(5)
|
|
Independent director under the
Security Listing Regulations of the Tokyo Stock Exchange
regulations.
|
|
*
|
|
Current term expires in June 2012
|
|
**
|
|
Current term expires in June 2011
|
86
The following table shows information about our corporate
executives as of June 24, 2010, including their positions
and responsibilities.
|
|
|
|
|
Name
|
|
Position
|
|
Responsibility
|
|
EVPs/SVPs:
|
|
|
|
|
Toru Kobayashi
|
|
Executive Vice President
|
|
Managing Director of Tokai Regional Office
|
Kiyoshi Tokuhiro
|
|
Executive Vice President
|
|
Managing Director of Kansai Regional Office
|
Yoshiyuki Takeda
|
|
Executive Vice President
|
|
Deputy Managing Director of R&D Center
|
Hiroaki Nishioka
|
|
Senior Vice President
|
|
Managing Director of Hokkaido Regional Office
|
Yuji Araki
|
|
Senior Vice President
|
|
Managing Director of Tohoku Regional Office
|
Mitoshi Hirokane
|
|
Senior Vice President
|
|
Managing Director of Hokuriku Regional Office
|
Akiko Ide
|
|
Senior Vice President
|
|
Managing Director of Chugoku Regional Office
|
Masaaki Sado
|
|
Senior Vice President
|
|
Managing Director of Shikoku Regional Office
|
Toshinari Kunieda
|
|
Senior Vice President
|
|
Managing Director of Kyusyu Regional Office
|
Yasuhiro Taguchi
|
|
Senior Vice President
|
|
General Manager, Kanagawa Branch
|
Seizo Onoe
|
|
Senior Vice President
|
|
Managing Director of R&D Strategy Department
|
Hiroshi Sawada
|
|
Senior Vice President
|
|
Managing Director of Core Network Development Department
|
Kiyohito Nagata
|
|
Senior Vice President
|
|
Managing Director of Strategic Marketing Department Responsible
for Product Business Strategy
|
Hiroyasu Asami
|
|
Senior Vice President
|
|
Managing Director of Consumer Services Department
|
Tomohiro Kurosawa
|
|
Senior Vice President
|
|
Managing Director of Communication Device Support Department
|
Kazunori Yamamoto
|
|
Senior Vice President
|
|
Managing Director of Sales Promotion Department
|
Tsutomu Shindou
|
|
Senior Vice President
|
|
Managing Director of Corporate Marketing Department I
|
Kazuhiro Yoshizawa
|
|
Senior Vice President
|
|
Managing Director of Corporate Marketing Department II
|
Masaki Yoshikawa
|
|
Senior Vice President
|
|
Managing Director of Credit Card Business Division
|
Seiji Nishikawa
|
|
Senior Vice President
|
|
Managing Director of Information Systems Department
|
Kiyohiro Omatsuzawa
|
|
Senior Vice President
|
|
Managing Director of Procurement and Supply Department
|
Tooru Azumi
|
|
Senior Vice President
|
|
Managing Director of Business Process Improvement Office
|
Yoshikiyo Sakai
|
|
Senior Vice President
|
|
Managing Director of Public Relations Department Deputy Managing
Director of Mobile Society Research Institute
|
Notes:
Directors who concurrently serve as EVPs/SVPs are not included
in the above list.
89
The aggregate compensation to the directors and corporate
auditors during the year ended March 31, 2010 was as
follows:
(in
millions, except number of persons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Breakdown of Compensation
|
|
|
|
|
Total
|
|
Base
|
|
Stock
|
|
|
|
Retirement
|
|
Number of
|
Position
|
|
Compensation
|
|
Salary
|
|
Option
|
|
Bonus
|
|
Bonus
|
|
Persons
|
|
Director*
|
|
|
¥515
|
|
|
|
¥404
|
|
|
|
|
|
|
|
¥111
|
|
|
|
|
|
|
|
12
|
|
Corporate Auditor**
|
|
|
60
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Outside Director/Corporate Auditor
|
|
|
69
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
644
|
|
|
|
533
|
|
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Notes)
|
|
|
1. |
|
Upper limits on compensation to directors and corporate auditors
were set at ¥600 million annually for directors and
¥150 million annually for corporate auditors at the
15th ordinary general meeting of shareholders held on
June 20, 2006. |
|
2. |
|
The above includes one corporate auditor who retired at the end
of the 18th ordinary general meeting of shareholders held on
June 19, 2009. |
|
|
|
* |
|
Excluding Outside Director |
|
** |
|
Excluding Outside Corporate Auditor |
Information required by this item is set forth in
Items 6.A. and 6.B. of this annual report. We do not have
any contracts with directors or corporate auditors providing for
severance benefits upon termination of employment.
In order to enable our directors (including former directors)
and corporate auditors (including former corporate auditors) to
fully perform the roles expected of them in the execution of
their work duties, we are permitted, pursuant to the Corporation
Law and our Articles of Incorporation, to release directors and
corporate auditors from liability for damages resulting from
neglect of duties, with such release to be made by resolution of
the board of directors, and to be within the range permitted by
law. Further, we can conclude agreements with outside directors
and auditors limiting their liability for damages resulting from
neglect of duties. However, the liability limit pursuant to
these agreements is the amount stipulated by law.
The information required by this item is set forth in
Item 4.B. of this annual report.
Information required by this item is set forth in Item 6.A.
of this annual report and below. We have not granted stock
options to any of our directors or corporate auditors and we do
not currently have any stock option plans approved pursuant to
which they may be granted shares or stock options.
As of May 31, 2010, our directors and corporate auditors
owned 1,864 of our shares. Currently, most of our full-time
directors and corporate auditors participate in a director stock
purchase plan, pursuant to which a plan administrator makes open
market purchases of shares for the accounts of participating
directors on a monthly basis.
Certain of our employees and certain other of our
subsidiaries employees participate in an employee stock
purchase plan, pursuant to which a plan administrator makes open
market purchases of our shares for the accounts of participating
employees on a monthly basis. Such purchases are made out of
amounts deducted from each
90
participating employees salary. In addition, if the
employee chooses to participate in an optional benefit plan, we
contribute ¥80 for each ¥1,000 contributed by the
employee.
|
|
Item 7.
|
Major
Shareholders and Related Party Transactions
|
As of March 31, 2010, NTT owned 27,640,000 shares, or
66.43% of our outstanding voting shares and 63.12% of our total
issued shares. To the best of our knowledge, no other
shareholder beneficially owned more than 5% of the outstanding
shares (excluding treasury shares). The Government, in the name
of the Minister of Finance, owned 40.16% of the voting rights of
NTT as of the same date. NTT does not have any special voting
rights. For more information regarding our relationship with
NTT, see Item 4.B. Business Overview
Relationship with NTT.
At the end of March 2008, we canceled approximately
1.01 million shares, which were held as treasury stock,
increasing NTTs share ownership of our total issued shares
from 60.24% to 61.60%. At the end of March 2009, we canceled
approximately 0.92 million shares, which were held as
treasury stock, increasing NTTs share ownership of our
total issued shares from 61.60% to 62.89%. At the end of March
2010, we canceled approximately 0.16 million shares, which
were held as treasury stock, increasing NTTs share
ownership of our total issued shares from 62.89% to 63.12%.
The ownership and distribution of the shares by category of
shareholders according to our register of shareholders and
register of beneficial shareholders as of March 31, 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Number of
|
|
Number of
|
|
Voting
|
Category
|
|
Shareholders
|
|
Shares Held
|
|
Shares
|
|
Japanese financial institutions
|
|
|
263
|
|
|
|
4,656,043
|
|
|
|
10.63
|
%
|
Japanese securities companies
|
|
|
74
|
|
|
|
462,693
|
|
|
|
1.06
|
%
|
Other Japanese corporations
|
|
|
2,328
|
|
|
|
28,141,639
|
|
|
|
64.27
|
%
|
Foreign corporations and individuals
|
|
|
930
|
|
|
|
5,496,148
|
|
|
|
12.55
|
%
|
Japanese individuals, treasury shares and others
|
|
|
326,506
|
|
|
|
5,033,477
|
|
|
|
11.49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
330,101
|
|
|
|
43,790,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
According to The Bank of New York Mellon, depositary for our
ADSs, as of March 31, 2010, 155,425 shares of our
common stock were held in the form of 15,542,500 ADRs. According
to our register of shareholders, as of March 31, 2010,
there were 330,101 holders of common stock of record worldwide.
As of March 31, 2010, there were 212 record holders of our
common stock with addresses in the United States, whose
shareholdings represented approximately 5.06% of the issued
common stock on that date. Because some of these ADSs and shares
were held by brokers or other nominees, the number of record
holders with addresses in the United States may be fewer than
the number of beneficial owners in the United States.
None of our shares of common stock entitles the holder to any
preferential voting rights.
We know of no arrangements the operation of which may at a later
time result in a change of control.
|
|
B.
|
Related
Party Transactions
|
DOCOMO has entered into a number of different types of
transactions with NTT, its other subsidiaries and its affiliated
companies in the ordinary course of business. For information
regarding our relationship with NTT, see Item 4.B.
Business Overview Relationship with NTT.
DOCOMO has also entered into contracts of bailment of cash for
consumption with NTT FINANCE CORPORATION (NTT
FINANCE) for cash management purposes. For information
regarding our transactions with NTT FINANCE, see Note 13 of
Notes to Consolidated Financial Statements
Related Party Transactions.
|
|
C.
|
Interests
of Experts and Counsel
|
Not applicable.
91
|
|
Item 8.
|
Financial
Information
|
|
|
A.
|
Consolidated
Statements and Other Financial Information
|
Financial
Statements
The information required by this item is set forth beginning on
page F-2
of this annual report.
Legal or
Arbitration Proceedings
The information on legal or arbitration proceedings required by
this item is set forth in Item 4.B. of this annual report.
Dividend
Policy
We believe that providing returns to shareholders is one of the
most important issues in corporate management while at the same
time we are making efforts to strengthen our financial position
and maintain internal reserves. We aim to continue stable
dividend payments taking into account our consolidated financial
results and the operating environment, with the goal to continue
to pay regular dividends.
We expect to pay an annual dividend of ¥5,200 per share for
the year ending March 31, 2011, which will consist of a
¥2,600 interim dividend and a ¥2,600 year-end
dividend.
Except as otherwise disclosed herein, there has been no
significant change in our financial position since
March 31, 2010, the date of our last audited financial
statements.
92
|
|
Item 9.
|
The
Offer and Listing
|
A. Offer
and Listing Details
Price
Ranges of Shares
Since October 1998, our shares have been listed on the First
Section of the Tokyo Stock Exchange (TSE). On
June 11, 2010, the closing sale price of our shares on the
TSE was ¥133,300 per share. Our shares are also quoted and
traded through the New York Stock Exchange (NYSE)
and the London Stock Exchange. The following table lists the
reported high and low sale prices of our shares on the TSE,
highs and lows of Tokyo Stock Price Exchange (TOPIX)
and Nikkei Stock Average for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSE
|
|
TOPIX
|
|
Nikkei Stock Average
|
|
|
(Japanese yen)
|
|
(Points)
|
|
(Japanese yen)
|
Fiscal Year ended March
31,
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2006
|
|
|
216,000
|
|
|
|
159,000
|
|
|
|
1,735.25
|
|
|
|
1,104.30
|
|
|
|
17,125.64
|
|
|
|
10,770.58
|
|
2007
|
|
|
229,000
|
|
|
|
162,000
|
|
|
|
1,823.89
|
|
|
|
1,439.00
|
|
|
|
18,300.39
|
|
|
|
14,045.53
|
|
2008
|
|
|
224,000
|
|
|
|
148,000
|
|
|
|
1,796.89
|
|
|
|
1,139.62
|
|
|
|
18,297.00
|
|
|
|
11,691.00
|
|
2009
|
|
|
180,300
|
|
|
|
129,500
|
|
|
|
1,449.14
|
|
|
|
698.46
|
|
|
|
14,601.27
|
|
|
|
6,994.90
|
|
1st Quarter
|
|
|
169,000
|
|
|
|
149,000
|
|
|
|
1,449.14
|
|
|
|
1,214.92
|
|
|
|
14,601.27
|
|
|
|
12,521.84
|
|
2nd Quarter
|
|
|
179,100
|
|
|
|
151,500
|
|
|
|
1,334.52
|
|
|
|
1,069.69
|
|
|
|
13,603.31
|
|
|
|
11,160.83
|
|
3rd Quarter
|
|
|
177,800
|
|
|
|
136,000
|
|
|
|
1,107.68
|
|
|
|
721.53
|
|
|
|
11,456.64
|
|
|
|
6,994.90
|
|
4th Quarter
|
|
|
180,300
|
|
|
|
129,500
|
|
|
|
896.21
|
|
|
|
698.46
|
|
|
|
9,325.35
|
|
|
|
7,021.28
|
|
2010
|
|
|
150,400
|
|
|
|
127,500
|
|
|
|
987.27
|
|
|
|
778.21
|
|
|
|
11,147.62
|
|
|
|
8,084.62
|
|
1st Quarter
|
|
|
145,000
|
|
|
|
132,600
|
|
|
|
954.08
|
|
|
|
778.21
|
|
|
|
10,170.82
|
|
|
|
8,084.62
|
|
2nd Quarter
|
|
|
150,400
|
|
|
|
134,700
|
|
|
|
987.27
|
|
|
|
852.11
|
|
|
|
10,767.00
|
|
|
|
9,050.33
|
|
3rd Quarter
|
|
|
144,300
|
|
|
|
127,500
|
|
|
|
920.54
|
|
|
|
809.24
|
|
|
|
10,707.51
|
|
|
|
9,076.41
|
|
4th Quarter
|
|
|
143,700
|
|
|
|
129,600
|
|
|
|
984.06
|
|
|
|
876.77
|
|
|
|
11,147.62
|
|
|
|
9,867.39
|
|
Calendar Year 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
134,600
|
|
|
|
129,200
|
|
|
|
920.54
|
|
|
|
829.56
|
|
|
|
10,707.51
|
|
|
|
9,233.20
|
|
Calendar Year 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
139,800
|
|
|
|
129,600
|
|
|
|
966.40
|
|
|
|
901.12
|
|
|
|
10,982.10
|
|
|
|
10,198.04
|
|
February
|
|
|
143,700
|
|
|
|
135,200
|
|
|
|
921.90
|
|
|
|
876.77
|
|
|
|
10,449.75
|
|
|
|
9,867.39
|
|
March
|
|
|
143,100
|
|
|
|
137,100
|
|
|
|
984.06
|
|
|
|
893.81
|
|
|
|
11,147.62
|
|
|
|
10,116.86
|
|
April
|
|
|
154,400
|
|
|
|
142,100
|
|
|
|
1,001.77
|
|
|
|
968.79
|
|
|
|
11,408.17
|
|
|
|
10,865.92
|
|
May
|
|
|
145,700
|
|
|
|
135,100
|
|
|
|
970.46
|
|
|
|
850.88
|
|
|
|
10,847.9
|
|
|
|
9,395.29
|
|
June (through June 11, 2010)
|
|
|
137,300
|
|
|
|
132,000
|
|
|
|
895.09
|
|
|
|
846.47
|
|
|
|
9,962.42
|
|
|
|
9,378.23
|
|
93
Since March 2002, our American Depositary Shares have been
listed on the NYSE. On June 11, 2010, the closing sale
price of American Depositary Shares on the NYSE was $14.62 per
share. The following table lists the reported high and low sale
prices of our American Depositary Shares on the NYSE for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
NYSE
|
|
|
(U.S. dollars)
|
Fiscal Year Ended March
31,
|
|
High
|
|
Low
|
|
2006
|
|
|
18.78
|
|
|
|
14.09
|
|
2007
|
|
|
18.85
|
|
|
|
13.83
|
|
2008
|
|
|
18.73
|
|
|
|
13.02
|
|
2009
|
|
|
20.35
|
|
|
|
12.22
|
|
1st Quarter
|
|
|
15.99
|
|
|
|
13.96
|
|
2nd Quarter
|
|
|
16.72
|
|
|
|
13.89
|
|
3rd Quarter
|
|
|
20.35
|
|
|
|
12.22
|
|
4th Quarter
|
|
|
19.93
|
|
|
|
13.26
|
|
2010
|
|
|
16.49
|
|
|
|
13.11
|
|
1st Quarter
|
|
|
15.11
|
|
|
|
13.11
|
|
2nd Quarter
|
|
|
16.49
|
|
|
|
14.23
|
|
3rd Quarter
|
|
|
16.03
|
|
|
|
13.98
|
|
4th Quarter
|
|
|
16.07
|
|
|
|
14.05
|
|
Calendar Year 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
15.39
|
|
|
|
13.98
|
|
Calendar Year 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
15.45
|
|
|
|
14.05
|
|
February
|
|
|
16.07
|
|
|
|
15.14
|
|
March
|
|
|
15.92
|
|
|
|
15.06
|
|
April
|
|
|
16.49
|
|
|
|
15.20
|
|
May
|
|
|
15.84
|
|
|
|
14.88
|
|
June (through June 11, 2010)
|
|
|
15.01
|
|
|
|
14.47
|
|
Not applicable.
See Item 9.A. of this annual report for information on the
markets on which our common stock is listed or quoted.
Not applicable.
Not applicable.
Not applicable.
94
|
|
Item 10.
|
Additional
Information
|
Not applicable.
|
|
B.
|
Memorandum
and Articles of Association
|
|
|
1.
|
Objects
and Purposes in Our Articles of Incorporation
|
Article 2 of our Articles of Incorporation, which are
attached as an exhibit to this annual report, states our
purposes, which includes engaging in the telecommunications
business, other businesses related to the operation of a
wireless telecommunication services provider and non-related
businesses.
|
|
2.
|
Provisions
Regarding Our Directors
|
There is no provision in our Articles of Incorporation as to a
directors power to vote on a proposal, arrangement or
contract in which a director is materially interested, but,
under the Corporation Law, a director is required to refrain
from voting on such matters at meetings of the board of
directors.
The Corporation Law provides that compensation for directors is
fixed by resolution of a general meeting of shareholders of a
company. Within the upper limit approved by the
shareholders meeting, the board of directors will
determine the amount of compensation for each director. The
board of directors may, by its resolution, leave such decision
to the discretion of the Companys president.
The Corporation Law provides that the incurrence by a company of
a significant loan from a third party should be approved by the
Companys board of directors, by its resolution. Our
Regulations of the Board of Directors have adopted this policy.
There is no mandatory retirement age for our directors under the
Corporation Law or our Articles of Incorporation.
There is no requirement concerning the number of shares one
individual must hold in order to qualify him or her as a
director of NTT DOCOMO, INC. under the Corporation Law or our
Articles of Incorporation.
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|
3.
|
Holding
of Our Shares by Foreign Investors
|
There are no limitations on the rights of non-residents or
foreign shareholders to hold or exercise voting rights on our
shares imposed by the Corporation Law or our Articles of
Incorporation or our other constituent documents.
|
|
4.
|
Rights of
Our Shareholders
|
The following section contains certain information relating to
the shares, including summaries of certain provisions of our
Articles of Incorporation and Share Handling Regulations and of
the Corporation Law relating to joint stock corporations.
General
At present, our authorized share capital is
188,130,000 shares with no par value of which
43,790,000 shares have been issued. All issued shares are
fully paid and non-assessable.
On January 5, 2009, a new central clearing system for
shares of Japanese listed companies was established pursuant to
the Law Concerning Book-Entry Transfer of Corporate Bonds,
Shares, Etc. of Japan (including the cabinet order and
ministerial ordinances promulgated thereunder; the
Book-Entry Law), and since then the shares of all
Japanese companies listed on any Japanese financial instruments
exchange, including our shares, have become subject to this new
system. On the same day, all existing shares were dematerialized
and all existing share certificates for such shares became null
and void. At present, the Japan Securities Depository Center,
Inc. (JASDEC) is the sole institution that is
designated by the relevant authorities as a book-entry transfer
institution which is permitted to engage in the clearing
operations of shares of Japanese listed companies
95
under the Book-Entry Law. Under the new clearing system, in
order for any person to hold, sell or otherwise dispose of
shares of Japanese listed companies, such person must have an
account at an account management institution unless such person
has an account directly at JASDEC. Account management
institutions are, in general, financial instruments firms
engaged in type 1 financial instruments business (i.e.,
securities brokers/dealers), banks, trust companies and certain
other financial institutions which meet the requirements
prescribed by the Book-Entry Law.
Under the Book-Entry Law, any transfer of shares is effected
through book entry, and title to the shares passes to the
transferee at the time when the number of the shares to be
transferred is, by an application for book entry, recorded in
the transferees account at an account management
institution. The holder of an account at an account management
institution is presumed to be the legal owner of the shares
recorded in such account.
Under the Corporation Law and the Book-Entry Law, in order to
assert shareholders rights against us, a shareholder must
have its name and address registered in the register of
shareholders, except in limited circumstances. Although, in
general, holders of an account with shares recorded are to be
registered in the register of shareholders on the basis of
information notified by JASDEC to us at certain prescribed time,
in order to exercise minority shareholders rights (other
than those the record dates for which are fixed) against us, a
holder of an account with shares needs to make an application
though an account management institution to JASDEC, which will
then give a notice of the name and address of such holder, the
number of shares held by such holder and other requisite
information to us, and to exercise rights within four weeks from
such notice.
The registered beneficial holder of deposited shares underlying
the ADSs is the depositary for the ADSs. Accordingly, holders of
ADSs will not be able to directly assert shareholders
rights against us.
Dividends
Dividends on our shares are generally distributed in proportion
to the number of shares owned by each shareholder.
In Japan, the ex-dividend date and the record date for any
dividend precede the date of determination of the amount of the
dividend to be paid. Generally, the ex-dividend date is two
business days prior to the record date.
Under the Corporation Law, we are permitted to make
distributions of surplus to our shareholders any number of times
per fiscal year pursuant to resolutions of our general meeting
of shareholders, subject to certain limitations described below.
Distributions of surplus are required, in principle, to be
authorized by a resolution of the general meeting of
shareholders. In an exception to the above rule, we are
permitted to make distributions of surplus in cash to our
shareholders by board resolution once per fiscal year if our
Articles of Incorporation so provide. Currently, our Articles of
Incorporation so provide. This exception is intended to make it
possible to distribute an interim dividend.
We are also permitted to make distributions of surplus pursuant
to a board resolution if certain requirements under the
Corporation Law are met, including that our Articles of
Incorporation provide that the board of directors may determine
to distribute surplus. Currently, our Articles of Incorporation
do not so provide. Accordingly, distributions of our surplus
must be approved by a general meeting of shareholders.
Distributions of surplus may be made in cash or in-kind in
proportion to the number of shares held by each shareholder. If
a distribution of surplus is to be made in-kind, we may,
pursuant to a general meeting of shareholders resolution, or as
the case may be, a board resolution, grant our shareholders a
right to require us to make the distribution in cash instead of
in-kind. If no such right is granted, the relevant distribution
must be approved by a special resolution of a general meeting of
shareholders (see Voting Rights).
Currently, we do not have any concrete plan to make a
distribution of surplus in-kind.
Under the Corporation Law, when we make a distribution of
surplus, we must set aside in our additional paid-in capital or
legal reserves an amount equal to one-tenth of the amount of
surplus so distributed, until the sum of our additional paid-in
capital and legal reserves reaches one-quarter of our stated
capital as required by an ordinance of the Ministry of Justice.
96
Under the Corporation Law, we may distribute any dividends up to
the amount of the aggregate of (a) and (b) below, less
the aggregate of (c) through (f) below, on an
unconsolidated basis, as of the effective date of such
distribution, if our net assets are not less than
¥3,000,000:
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|
|
|
(a)
|
the amount of surplus, as described below;
|
|
|
(b)
|
in the event that extraordinary financial statements as of, or
for a period from the beginning of the business year to, the
specified date are approved, the aggregate amount of
(i) the aggregate amount of the current net income for such
period described in the profit and loss statement included in
the extraordinary financial statements and (ii) the amount
of consideration that we received for the treasury stock that we
disposed of during such period;
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(c)
|
the book value of our treasury stock;
|
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(d)
|
in the event that we disposed of treasury stock after the end of
the previous business year, the amount of consideration that we
received for such treasury stock;
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(e)
|
in the event of that which is described in (b) in this
paragraph, the absolute difference between zero and the amount
of current net loss for such period described in the profit and
loss statement included in the extraordinary financial
statements; and
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(f)
|
the aggregate amount of accounts provided for in an ordinance of
the Ministry of Justice.
|
For the purposes of this section, the amount of surplus is the
excess of the aggregate of I. through IV. below, less the
aggregate of V. through VII. below, on an unconsolidated basis:
|
|
|
|
I.
|
the total amount of (x) assets and (y) the book value
of treasury stock less the total amount of (i) liabilities,
(ii) stated capital, (iii) additional paid-in capital,
(iv) legal reserve and (v) certain other amounts set
forth in an ordinance of the Ministry of Justice;
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|
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II.
|
in the event that we disposed of treasury stock after the end of
the previous business year, the difference between the book
value of such treasury stock and the consideration that we
received for such treasury stock;
|
|
|
III.
|
in the event that we reduced our stated capital after the end of
the previous business year, the amount of such reduction less
the portion thereof that has been transferred to additional
paid-in capital
and/or the
legal reserve (if any);
|
|
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IV.
|
in the event that additional paid-in capital
and/or legal
reserves were reduced after the end of the previous business
year, the amount of such reduction less the portion thereof that
has been transferred to stated capital (if any);
|
|
|
V.
|
in the event that we canceled treasury stock after the end of
the previous business year, the book value of such treasury
stock;
|
|
|
VI.
|
in the event that we distributed dividends after the end of the
previous business year, the aggregate of the following amounts:
|
|
|
|
|
a.
|
the aggregate amount of the book value of the distributed
assets, excluding the book value of such assets that would be
distributed to shareholders for their exercise of the right to
receive dividends in cash instead of dividends in kind;
|
|
|
b.
|
the aggregate amount of cash distributed to shareholders who
exercised the right to receive dividends in cash instead of
dividends in kind; and
|
|
|
c.
|
the aggregate amount of cash paid to shareholders holding fewer
shares that was required in order to receive dividends in kind;
|
97
|
|
|
|
VII.
|
the aggregate amounts of a. through d. below, less e. and f.
below:
|
|
|
|
|
a.
|
in the event that the amount of surplus was reduced and
transferred to additional paid-in capital, the legal reserve
and/or
stated capital after the end of the previous business year, the
amount so reduced;
|
|
|
b.
|
in the event that we distributed dividends after the end of the
previous business year, the amount set aside in additional
paid-in capital
and/or legal
reserve;
|
|
|
c.
|
in the event that we disposed of treasury stock in the process
of (x) a merger in which we succeeded all rights and
obligations of a merged company, (y) a corporate split in
which we succeeded all or a part of the rights and obligations
of a split company or (z) a share exchange in which we
acquired all shares of a company after the end of the previous
business year, the difference between the book value of such
treasury stock and the consideration that we received for such
treasury stock;
|
|
|
d.
|
in the event that we reduced the amount of surplus in the
process of a corporate split (including absorption-type
corporate split and incorporation-type corporate split) in which
we became a split company after the end of the previous business
year, the amount so reduced;
|
|
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e.
|
in the event that we made (x) a merger in which we
succeeded all rights and obligations of a merged company,
(y) a corporate split in which we succeeded all or a part
of the rights and obligations of a split company or (z) a
share exchange in which we acquired all shares of a company
after the end of the previous business year, the aggregate
amount of (i) the amount of our capital surplus after such
merger, corporate split or share exchange, less the amount of
our capital surplus before such merger, corporate split or share
exchange, and (ii) the amount of our retained earnings
after such merger, corporate split or share exchange, less the
amount of our retained earnings after such merger, corporate
split or share exchange; and
|
|
|
f.
|
in the event that the amount of capital surplus increased in
accordance with the provisions of an ordinance of the Ministry
of Justice after the end of the previous business year, such
increased amount.
|
Under the Corporation Law, we will be permitted to prepare
non-consolidated extraordinary financial statements consisting
of a balance sheet as of any date subsequent to the end of the
previous business year and an income statement for the period
from the first day of the current business year to the date of
such balance sheet. If we prepare such extraordinary financial
statements, special provisions may apply to the calculation of
distributable amount.
We plan to make distributions of surplus twice per fiscal year,
if possible. The record date for annual dividends is March 31
and the record date for interim dividends is September 30.
Under the Book-Entry Law, holders of account with shares
recorded as of the respective record dates are deemed to be
registered in the register of shareholders as of such record
dates on the basis of information notified by JASDEC to us.
For information as to Japanese taxes on dividends, see
Taxation Japanese Taxation below.
Capital
and Reserves
An increase in our authorized share capital is only possible
pursuant to an amendment of our articles of incorporation.
The entire paid-in amount of new shares is required to be
accounted for as stated capital, although we may account for an
amount not exceeding one-half of such paid-in amount as
additional paid-in capital. We may at any time reduce the whole
or any part of our additional paid-in capital and legal reserve
or transfer them to stated capital by shareholders
resolution. The whole or any part of surplus may also be
transferred to stated capital or additional paid-in capital or
legal reserve by resolution of a general meeting of shareholders.
98
Stock
Splits
We may at any time split our issued shares into a greater number
of shares by board resolution. So long as the shares are our
only class of issued shares, we may increase the number of
authorized shares in the same ratio as that of any stock split
by amending our Articles of Incorporation, which amendment may
be effected by board resolution without shareholders
approval.
Under the Book-Entry Law, we must give notice to JASDEC
regarding a stock split at least two weeks prior to the relevant
record date. On the effective date of the stock split, the
numbers of shares recorded in all accounts held by our
shareholders at account management institutions or at JASDEC
will be increased in accordance with the applicable ratio.
Consolidation
of Shares
Generally, we may consolidate shares into a smaller number of
shares by a special resolution of a general meeting of
shareholders. A company that conducts a consolidation of shares
is required by the Corporation Law to give public notice to its
shareholders in order to inform them of the ratio and effective
date of the consolidation of shares.
Under the Book-Entry Law, we must give notice to JASDEC
regarding a consolidation of shares at least two weeks prior to
the relevant record date. On the effective date of the
consolidation of shares, the number of shares recorded in all
accounts held by our shareholders at account management
institutions or at JASDEC will be decreased in accordance with
the applicable ratio.
Fractional
Shares
The fractional share system was terminated on August 1,
2008 pursuant to the amendment to our Articles of Incorporation
approved at the Ordinary General Meeting of Shareholders held on
June 20, 2008.
General
Meeting of Shareholders
The ordinary general meeting of our shareholders is usually held
in June of each fiscal year in Tokyo. In addition, we may hold
an extraordinary general meeting of shareholders whenever
necessary. Notice of a shareholders meeting stating the
purpose thereof and a summary of the matters to be acted upon
must be dispatched to each shareholder having voting rights (or,
in the case of a non-resident shareholder, to his or her mailing
address or standing proxy in Japan) at least two weeks prior to
the date set for the meeting. The record date for an ordinary
general meeting of shareholders is March 31.
Under the Corporation Law and our Articles of Incorporation, any
shareholder of record as of the relevant record date who is
holding 300 or more voting rights or one percent or more of the
total number of voting rights for six months or longer may
propose a matter to be considered at a general meeting of
shareholders by submitting a written request to our director at
least eight weeks prior to the date of such meeting. To the
contrary, under the Book-Entry Law, such shareholder is not
required to be registered in the register of shareholders when
exercising the right of proposal, but such shareholder is
required to make an application though an account management
institution to JASDEC, which will then give us notice of the
name and address of such shareholder, the number of shares held
by such shareholder and other requisite information, and to
exercise the right of proposal within four weeks from such
notice.
Voting
Rights
Generally, a holder of our shares is entitled to one vote for
each such share. Except as otherwise provided in law and our
Articles of Incorporation, a resolution can be adopted at a
meeting of shareholders by shareholders holding a majority of
our shares having voting rights represented at such meeting.
Shareholders may also exercise their voting rights through
proxies, provided that a proxy is one of our shareholders or
that in the case of a shareholder being the Government, local
government or juridical person, its proxy may be its employee.
Shareholders who intend to be absent from the shareholders
meeting may exercise their voting rights by electronic means.
The Corporation Law and our Articles of Incorporation provide
that the quorum for appointment of directors and
99
corporate auditors shall not be less than one-third of the total
number of the voting rights. Our Articles of Incorporation
provide that shares may not be voted cumulatively for the
appointment of directors.
Under the Corporation Law and our Articles of Incorporation,
certain corporate actions must be approved by a special
resolution of our meeting of shareholders, when the quorum
is one-third of the total number of shares having voting rights
and the approval of the holders of two-thirds of our shares
having voting rights represented at the meeting is required.
Examples of corporate actions that require a special resolution
are:
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|
|
any amendment of our articles of incorporation (except for
amendments that may be authorized solely by the board of
directors under the Corporation Law);
|
|
|
|
a reduction of stated capital, except for a reduction of stated
capital for the purpose of replenishing capital deficiencies at
the day of the ordinary general meeting;
|
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|
a distribution by us of surplus in-kind, if we do not grant
shareholders the right to require us to effect the distribution
in cash, instead of in-kind;
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|
a dissolution, a merger, subject to a certain exception under
which a shareholders resolution is not required;
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|
the transfer of the whole or an important part of the business,
except for the transfer of an important part of the business in
which the book value of transferred assets does not exceed 20%
of that of the Companys total assets;
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the taking over of the whole of the business of any other
corporation;
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|
a share exchange or share transfer for the purpose of
establishing a 100% parent-subsidiary relationship, subject to a
certain exception under which a shareholders resolution is
not required;
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|
a company split, subject to a certain exception under which a
shareholders resolution is not required;
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|
the offering of shares at a specially favorable
price and any offering of stock acquisition rights or bonds with
stock acquisition rights at a specially favorable
price or in a specially favorable condition to any
persons other than shareholders; and
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|
any purchase of the Companys own shares from a certain
person.
|
The voting rights of holders of ADSs are exercised by the
depositary based on instructions from those holders. With
respect to voting by holders of ADSs, please see Item 12.D
of our registration statement on
Form 20-F
filed with the Securities and Exchange Commission on
January 25, 2002.
Liquidation
Rights
In the event of our liquidation, the assets remaining after
payment of all taxes, liquidation expenses and debts will be
distributed among the shareholders in proportion to the
respective number of shares which they hold.
Issue
of Additional Shares and Pre-emptive Rights
Shareholders have no pre-emptive rights. Authorized but unissued
shares may be issued at such times and upon such terms as the
board of directors determines, by its resolution subject to the
limitations as to the offering of shares at a specially
favorable price mentioned above. Under the Corporation
Law, the board of directors may, however, determine to grant
shareholders subscription rights in connection with a particular
issue of shares. Any such subscription rights must be granted on
uniform terms to all shareholders on a pro rata basis. In
addition, we are required to notify each shareholder of certain
matters regarding such subscription rights, as well as the date
by which shareholders need to exercise such rights.
We may issue stock acquisition rights or bonds with stock
acquisition rights in relation to which stock acquisition rights
are non-separable. Except where the issue of stock acquisition
rights would be on specially favorable terms or
price, the issue of stock acquisition rights or of bonds with
stock acquisition rights may be authorized by a resolution of
the board of directors. Upon exercise of the stock acquisition
rights, the holder of such rights may, subject to the terms and
conditions thereof, either acquire shares by paying the
applicable exercise price
100
or, if so determined by a resolution of the board of directors,
by making a substitute payment, such as having bonds redeemed
without payment to the holder in lieu of the exercise price.
Dilution
It is possible that, in the future, market conditions and other
factors might make subscription rights allocated to shareholders
desirable at a subscription price substantially below their then
current market price, in which case shareholders who do not
exercise and are unable otherwise to realize the full value of
their subscription rights will suffer dilution of their equity
interest in us. As of March 31, 2010, we have not issued
stock acquisition rights or bond with stock acquisition rights.
Report
to Shareholders
We furnish to our shareholders notices of shareholders
meetings, annual business reports, including non-consolidated
and consolidated financial reports, and notices of resolutions
adopted at the shareholders meetings, all of which are in
Japanese. Such notices as described above may be given by
electronic means to those shareholders who have agreed to such
method of notice.
Record
Date
In addition to the record dates for an ordinary general meeting
of shareholders and annual and interim dividends which are
provided for in our Articles of Incorporation, by a resolution
of the board of directors and after giving at least two
weeks prior public notice, we may at any time set a record
date in order to determine shareholders who are entitled to
certain rights pertaining to the shares.
Under the Book-Entry Law, we are required to give notice of each
record date to JASDEC at least two weeks prior to such record
date. JASDEC is required to promptly give us notice of the names
and addresses of all of our shareholders of record, the numbers
of shares held by them and other relevant information as of such
record date.
Repurchase
by Us of Shares and Treasury Shares
Under the Corporation Law, we are generally required to obtain
authorization for any acquisition of our own shares by means of:
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(i)
|
a resolution at a general meeting of shareholders;
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(ii)
|
a resolution of the board of directors if the acquisition is in
accordance with our Articles of Incorporation; or
|
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(iii)
|
a resolution of the board of directors if the acquisition is to
purchase our shares from a subsidiary.
|
We may only dispose of shares we may so acquire in accordance
with the procedures applicable to a new share issuance under the
Corporation Law.
Upon due authorization, we may acquire our own shares:
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in the case of (i) and (ii) above:
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through the stock exchanges on which the shares are listed or
the over-the-counter markets on which the shares are
traded; or
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by way of tender offer;
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in the case of (i) above, from a specific person, but only
if our shareholders approve this acquisition by special
resolution; and
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in the case of (iii) above, from the subsidiary.
|
In the event we are to acquire our own shares from a specific
person other than a subsidiary at the price which exceeds market
price, each other shareholder may request the directors to
acquire the shares held by such shareholder as well.
101
Acquisitions described in (i) through (iii) above must
satisfy certain other requirements, including that the total
amount of the purchase price may not exceed the distributable
amount.
Shareholders
of Unknown Location
We are not required to send a notice to a shareholder if a
notice to such shareholder fails to arrive at the registered
address of the shareholder in our register of shareholders or at
the address otherwise notified to us continuously for five years
or more.
In addition, we may dispose of the shares at the then market
price of the shares and hold or deposit the proceeds for such
shareholder, the location of which is unknown, (i) notices
to the shareholders fails to arrive continuously for five years
or more at the registered address of the shareholder in our
register of shareholders or at the address otherwise notified to
us, and (ii) the shareholder fails to receive dividends on
the shares continuously for five years or more at the address
registered in our register of shareholders or at the address
otherwise notified to us.
American
Depositary Receipts
The current ADS/share ratio is 100 ADSs per each share of common
stock.
For further information regarding our American Depositary
Receipt program, please refer to the our registration statement
filed with the Securities and Exchange Commission on
Form 20-F
on February 8, 2002.
Reporting
of Substantial Shareholdings
The Financial Instruments and Exchange Law of Japan and its
related regulations require any person who has become, solely or
jointly, a holder of more than 5% of the total issued shares of
a company that is listed on any Japanese financial instruments
exchange, to file a report with the director of the competent
Local Finance Bureau of the Ministry of Finance within five
business days from the date of becoming such holder. With
certain exceptions, a similar report must also be filed in
respect of any subsequent change of 1% or more in the holding or
of any change specified in the ordinance in material matters set
out in any previously-filed reports. For this purpose, shares
issuable upon exercise of stock acquisition rights are taken
into account in determining both the number of shares held by
the holder and the issuers total issued shares. Copies of
each report must also be furnished to the issuer of the shares
and to all Japanese financial instruments exchanges on which the
shares are listed. These reports are made available for public
inspection.
Daily
Price Fluctuation Limits under Japanese Financial Instruments
Exchange Rules
Share prices on Japanese financial instruments exchanges are
determined on a real-time basis by the equilibrium between bids
and offers. These exchanges set daily price limits, which limit
the maximum range of fluctuation within a single trading day.
Daily price limits are set according to the previous days
closing price or special quote. Although transactions may
continue at the upward or downward limit price if the limit
price is reached on a particular trading day, no transactions
may take place outside these limits. Consequently, an investor
wishing to sell at a price above or below the relevant daily
limit may not be able to sell his or her shares at such price on
a particular trading day, or at all.
102
On June 11, 2010, the closing price of our shares on the
Tokyo Stock Exchange was ¥133,300 per share. The following
table shows the daily price limit for a stock on the Tokyo Stock
Exchange with a closing price of between ¥100,000 and
¥150,000 per share, as well as the daily price limit if our
per share price were to rise to between ¥150,000 and
¥200,000, or fall to between ¥70,000 and ¥100,000.
Selected
Daily Price Limits
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|
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Maximum Daily Price
|
Previous Days Closing Price or Special Quote
|
|
Movement
|
|
Over
|
|
¥
|
70,000
|
|
|
|
Less than
|
|
|
¥
|
100,000
|
|
|
¥
|
15,000
|
|
Over
|
|
|
100,000
|
|
|
|
Less than
|
|
|
|
150,000
|
|
|
|
30,000
|
|
Over
|
|
|
150,000
|
|
|
|
Less than
|
|
|
|
200,000
|
|
|
|
40,000
|
|
For a history of the trading price of our shares on the Tokyo
Stock Exchange, see Item 9.A.
We have not entered into any material contracts, other than in
the ordinary course of business.
There are no laws, decrees, regulations or other legislation
which materially affect our ability to import or export capital
for our use or our ability to pay dividends to nonresident
holders of our shares.
|
|
1.
|
United
States Federal Income Taxation
|
This section describes the material United States federal income
tax consequences of owning shares or ADSs. It applies to you
only if you are a U.S. holder (as defined below) and hold
your shares or ADSs as capital assets for tax purposes. This
section does not apply to you if you are a member of a special
class of holders subject to special rules, including:
|
|
|
|
|
a dealer in securities;
|
|
|
|
a trader in securities that elects to use a mark-to-market
method of accounting for securities holdings;
|
|
|
|
a tax-exempt organization;
|
|
|
|
a life insurance company;
|
|
|
|
a person liable for alternative minimum tax;
|
|
|
|
a person that actually or constructively owns 10% or more of our
voting stock;
|
|
|
|
a person that holds shares or ADSs as part of a straddle or a
hedging or conversion transaction; or
|
|
|
|
a person whose functional currency is not the U.S. dollar.
|
This section is based on the Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed
regulations, published rulings and court decisions, all as
currently in effect, as well as on the Convention Between the
Government of the United States of America and the Government of
the Japan for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with respect to Taxes on Income
(the Treaty). These laws are subject to change,
possibly on a retroactive basis. In addition, this section is
based in part upon the representations of The Bank of New York
as depositary and the assumption that each obligation in the
deposit agreement and any related agreement will be performed in
accordance with its terms.
If a partnership holds shares or ADSs, the United States federal
income tax treatment of a partner will generally depend on the
status of the partner and the tax treatment of the partnership.
A partner in a partnership holding the
103
shares or ADSs should consult its tax advisor with regard to the
United States federal income tax treatment of an investment in
shares or ADSs.
In general, and taking into account this assumption, for United
States federal income tax purposes, if you hold ADRs evidencing
ADSs, you will be treated as the owner of the shares represented
by those ADRs. Exchanges of shares for ADRs, and ADRs for
shares, generally will not be subject to United States federal
income tax.
You are a U.S. holder if you are a beneficial owner of
shares or ADSs and you are for United States federal income tax
purposes:
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|
|
|
|
a citizen or resident of the United States;
|
|
|
|
a domestic corporation;
|
|
|
|
an estate whose income is subject to United States federal
income tax regardless of its source; or
|
|
|
|
a trust if a United States court can exercise primary
supervision over the trusts administration and one or more
United States persons are authorized to control all substantial
decisions of the trust.
|
You should consult your own tax advisor regarding the United
States federal, state and local and the Japanese and other tax
consequences of owning and disposing of shares and ADSs in your
particular circumstances.
Under the United States federal income tax laws, and subject to
the passive foreign investment company rules discussed below, if
you are a U.S. holder, the gross amount of any dividend
paid by us out of our current or accumulated earnings and
profits (as determined for United States federal income tax
purposes) is subject to United States federal income taxation.
If you are a non corporate U.S. holder, dividends paid to
you in taxable years beginning before January 1, 2011 that
constitute qualified dividend income will be taxable to you at a
maximum tax rate of 15% provided that you hold the shares or
ADSs for more than 60 days during the
121-day
period beginning 60 days before the ex-dividend date and
meet other holding period requirements. Dividends paid by us
with respect to our shares or ADSs generally will be qualified
dividend income. You must include any Japanese tax withheld from
the dividend payment in this gross amount even though you do not
in fact receive it. The dividend is taxable to you when you, in
the case of shares, or the depositary, in the case of ADSs,
receive the dividend, actually or constructively. The dividend
will not be eligible for the dividends-received deduction
generally allowed to United States corporations in respect of
dividends received from other United States corporations. The
amount of the dividend distribution that you must include in
your income as a U.S. holder will be the U.S. dollar
value of the Japanese yen payments made, determined at the spot
Japanese yen/U.S. dollar rate on the date the dividend
distribution is includible in your income, regardless of whether
the payment is in fact converted into U.S. dollars.
Generally, any gain or loss resulting from currency exchange
fluctuations during the period from the date you include the
dividend payment in income to the date you convert the payment
into U.S. dollars will be treated as ordinary income or
loss and will not be eligible for the special tax rate
applicable to qualified dividend income. The gain or loss
generally will be income or loss from sources within the United
States for foreign tax credit limitation purposes. Distributions
in excess of current and accumulated earnings and profits, as
determined for United States federal income tax purposes, will
be treated as a nontaxable return of capital to the extent of
your basis in the shares or ADSs and thereafter as capital gain.
Subject to certain limitations, the Japanese tax withheld in
accordance with the Treaty and paid over to Japan will be
creditable or deductible against your United States federal
income tax liability. To the extent a refund of the tax withheld
is available to you under Japanese law or under the Treaty, the
amount of tax that is refundable will not be eligible for credit
against your United States federal income tax liability. Please
see Japanese Taxation, below, for the procedures for
obtaining a reduced rate of withholding under the Treaty or a
tax refund. In addition, special rules apply in determining the
foreign tax credit limitation with respect to dividends that are
subject to the maximum 15% tax rate. Dividends will be income
from sources outside the United States and will, depending on
your circumstances, generally be either passive or
general income for purposes of computing the foreign
tax credit allowable to you.
104
Distributions of additional shares or ADSs to you with respect
to shares or ADSs that are made as part of a pro rata
distribution to all of our shareholders generally will not
be subject to United States federal income tax. Your basis in
the new shares or ADSs received will be determined by allocating
your basis in the shares or ADSs you held at the time of the
distribution between the new shares or ADSs and the shares or
ADSs you held at the time of the distribution based on their
relative fair market values on the date of the distribution.
Taxation
of Capital Gains
Subject to the passive foreign investment company rules
discussed below, if you are a U.S. holder and you sell or
otherwise dispose of your shares or ADSs, you will recognize
capital gain or loss for the United States federal income tax
purposes equal to the difference between the U.S. dollar
value of the amount that you realize and your tax basis,
determined in U.S. dollars, in your shares or ADSs. Capital
gain of a non-corporate U.S. holder is generally taxed at
preferential rates where the property is held for more than one
year. The gain or loss will generally be income or loss from
sources within the United States for foreign tax credit
limitation purposes.
Passive
Foreign Investment Company Rules
We do not expect our shares and ADSs to be treated as stock of a
passive foreign investment company, or PFIC, for
United States federal income tax purposes, but this conclusion
is a factual determination that is made annually and thus may be
subject to change. If we were to be treated as a PFIC, unless a
U.S. holder elects to be taxed annually on a mark-to-market
basis with respect to the shares or ADSs, gain realized on the
sale or other disposition of your shares or ADSs would in
general not be treated as capital gain. Instead, if you are a
U.S. holder, you would be treated as if you had realized
such gain and certain excess distributions ratably
over your holding period for the shares or ADSs and would be
taxed at the highest tax rate in effect for each such year to
which the gain was allocated, together with an interest charge
in respect of the tax attributable to each such year. With
certain exceptions, your shares or ADSs will be treated as stock
in a PFIC if we were a PFIC at any time during your holding
period in your shares or ADSs. In addition, dividends that you
receive from us will not be eligible for the special tax rates
applicable to qualified dividend income if we are treated as a
PFIC with respect to you either in the taxable year of the
distribution or the preceding taxable year, but instead will be
taxable at rates applicable to ordinary income.
If you own shares or ADSs during any year that we are a PFIC
with respect to you, you must file Internal Revenue Service
Form 8621.
The following is a summary of the principal Japanese tax
consequences to owners of our shares or ADSs who are
non-resident individuals or non-Japanese corporations without a
permanent establishment in Japan to which income from our shares
is attributable. The tax treatment is subject to possible
changes in the applicable Japanese laws or double taxation
conventions occurring after that date. This summary is not
exhaustive of all possible tax considerations that may apply to
a particular investor. Potential investors should consult their
own tax advisors as to:
|
|
|
|
|
the overall tax consequences of the acquisition, ownership and
disposition of shares or ADSs, including specifically the tax
consequences under Japanese law;
|
|
|
|
the laws of the jurisdiction of which they are resident; and
|
|
|
|
any tax treaty between Japan and their country of residence.
|
Generally, a non-resident individual or a non-Japanese
corporation as a holder of shares or ADSs is subject to Japanese
withholding tax on dividends paid by us. In the absence of any
applicable tax treaty, convention or agreement reducing the
maximum rate of withholding tax, the rate of Japanese
withholding tax applicable to dividends paid by us to a
non-resident individual of Japan or a non-Japanese corporation
is 20%. With respect to dividends paid on listed shares issued
by a Japanese corporation (such as our shares) to a non-resident
individual of Japan or a non-Japanese corporation, the
aforementioned 20% withholding tax rate is reduced to
(i) 7% for dividends to be paid until December 31,
2011, and (ii) 15% for dividends to be paid thereafter,
except for dividends paid to any individual shareholder who
holds 5% or more of the issued shares of that corporation. Japan
has entered into income tax treaties, conventions or agreements,
whereby the maximum withholding tax rate is generally set at
105
15% for portfolio investors with, among others, Australia,
Belgium, Canada, Denmark, Finland, Germany, Ireland, Italy,
Luxembourg, the Netherlands, New Zealand, Norway, Singapore,
Spain, Sweden, and Switzerland. Pursuant to the Convention
Between the United States of America and Japan for the Avoidance
of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income, a portfolio investor that is a
U.S. holder that is eligible for benefits under the treaty
is generally subject to Japanese withholding tax on dividends on
shares at a rate of 10%. A similar withholding tax treatment
applies under the tax treaty between the United Kingdom and
Japan for dividends at 10%, under the tax treaty between France
and Japan for portfolio investors on dividends taxed at 10%. In
addition, under the tax treaty between Australia and Japan, the
standard treaty withholding rate on dividends taxed on or after
January 1, 2009 has been reduced in general from 15% to
10%. Under Japanese tax law, the maximum rate applicable under
the tax treaties, conventions or agreements shall be applicable,
subject to completion of below-described application procedures,
except when such maximum rate is higher than the Japanese
statutory rate.
Non-resident holders who are entitled to a reduced rate of
Japanese withholding tax on payments of dividends on the shares
by us are required to submit an Application Form for the Income
Tax Convention regarding Relief from Japanese Income Tax on
Dividends in advance through us to the relevant tax authority
before the payment of dividends. A standing proxy for
non-resident holders may provide the application. With respect
to ADSs, this reduced rate is applicable if the depositary or
its agent submits in duplicate two Application Forms for Income
Tax Convention (one is FORM 4 subtitled Extension of
Time for Withholding of Tax on Dividends with respect to Foreign
Depositary Receipt to the payer of dividends, who has to
file the original with the district director of tax office for
the place where the payer resides, by the day before the payment
of dividends and the other is FORM 5 subtitled Relief
from Japanese Income Tax on Dividends with respect to Foreign
Depositary Receipt to the district director of tax office
through the payer of Dividends in eight months from the day
following the base date of payment of dividends for application
purposes for which FORM 4 has been submitted). To claim
this reduced rate, a non-resident holder of ADSs will be
required to file proof of taxpayer status, residence and
beneficial ownership (as applicable) and to provide other
information or documents as may be required by the depositary.
Non-resident holders who do not submit an application in advance
will generally be entitled to claim a refund from the relevant
Japanese tax authority of withholding taxes withheld in excess
of the rate of an applicable tax treaty.
Gains derived from the sale of shares or ADSs outside Japan, or
from the sale of shares within Japan by a nonresident holder,
generally are not subject to Japanese income or corporation
taxes provided that such gains are from portfolio investments
where the shareholding ratio is within certain prescribed level.
Japanese inheritance and gift taxes at progressive rates may be
payable by an individual who has acquired shares or ADSs as a
legatee, heir or donee, even if the individual is not a Japanese
resident.
|
|
F.
|
Dividends
and Paying Agents
|
Not applicable.
Not applicable.
We have filed with the SEC this annual report on
Form 20-F
under the Securities Exchange Act of 1934 with respect to our
shares and ADSs.
You may review a copy of the annual report and other information
without charge at the SECs public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. You
may also get copies of all or any portion of the annual report
from the public reference room. For information regarding the
procedures of the public reference room, please call the SEC at
1-800-SEC-0330.
The Securities and Exchange Commission also maintains a web site
at www.sec.gov that contains reports, proxy statements and other
information regarding registrants that file electronically with
the Securities and Exchange Commission.
106
As a foreign private issuer, we are exempt from the rules under
the Securities Exchange Act of 1934 prescribing the furnishing
and content of proxy statements to shareholders.
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I.
|
Subsidiary
Information
|
Not applicable.
|
|
Item 11.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
We are primarily exposed to market risks from changes in
interest rates, foreign currency exchange rates and stock
prices. The fair value of our assets and liabilities and our
earnings and cash flows may be negatively impacted by these
market risks.
To manage risks of fluctuating interest rates and foreign
currency exchange rates, we use derivative instruments such as
interest rate swap agreements, foreign exchange forward
contracts and foreign currency option contracts, etc as needed.
The derivative instruments are executed with creditworthy
financial institutions and our management believes that there is
little risk of default by these counterparties. We set and
follow internal regulations that establish conditions to enter
into derivative contracts and procedures of approving and
monitoring such contracts. We do not hold or issue derivative
instruments for trading purposes.
No specific hedging activities are taken against the price of
fluctuations of stocks held by us as marketable securities.
Interest
rate risk
We use interest rate swap transactions, under which we receive
fixed rate interest payments and pay floating rate interest
payments, to hedge the changes in fair value of certain debt as
a part of our asset-liability management (ALM).
The following table below provides information about financial
instruments that are sensitive to changes in interest rates:
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
Rate (per
|
|
Expected Maturity (Year Ending March 31)
|
|
value
|
|
|
annum)
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Thereafter
|
|
Total
|
|
3/31/10
|
|
|
|
|
(Millions of yen)
|
|
DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen Bonds
|
|
|
1.2
|
%
|
|
|
163,630
|
|
|
|
168,467
|
|
|
|
60,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
110,000
|
|
|
|
572,097
|
|
|
|
583,109
|
|
Borrowings from banks and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese Yen Loans
|
|
|
1.4
|
%
|
|
|
17,000
|
|
|
|
6,000
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,000
|
|
|
|
38,684
|
|
Euro Loans
|
|
|
4.6
|
%
|
|
|
86
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
|
173
|
|
Long term debt, including current portion Total
|
|
|
|
|
|
|
180,716
|
|
|
|
174,553
|
|
|
|
75,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
110,000
|
|
|
|
610,269
|
|
|
|
621,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected Maturity and Weighted Average Interest Rate (per
annum)
|
|
Fair
|
|
|
|
|
(Year Ending March 31)
|
|
value
|
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Thereafter
|
|
Total
|
|
3/31/10
|
|
|
|
|
(Millions of yen)
|
|
INTEREST RATE SWAP AGREEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed to Floating (Japanese Yen)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
|
|
|
|
70,000
|
|
|
|
165,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235,800
|
|
|
|
3,297
|
|
Fixed receive rate
|
|
|
|
|
|
|
1.4
|
%
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5
|
%
|
|
|
|
|
Floating pay rate
|
|
|
|
|
|
|
0.5
|
%
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7
|
%
|
|
|
|
|
107
Foreign
exchange risk
In order to decrease foreign currency risks we engage in foreign
currency hedge and option transactions. As of March 31,
2010, the foreign exchange forward contracts outstanding totaled
¥4,478 million, and had a fair value loss of
¥108 million. As of March 31, 2010, the foreign
currency option transaction contracts outstanding totaled
¥21,285 million, and had a fair value loss of
¥1,552 million.
Investment
price risk
The fair values of a certain investments of ours, primarily in
marketable securities, expose us to fluctuation risks of
securities prices. In general, we have invested in highly-liquid
and low-risk instruments, which are not held for trading
purposes. These investments are subject to changes in the market
prices of the securities. The following table below provides
information about our market sensitive marketable securities and
constitutes a forward-looking statement.
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
2010
|
|
|
Carrying
|
|
Fair
|
|
|
Amount
|
|
Value
|
|
|
(Millions of yen)
|
|
Equity securities available-for-sale
|
|
|
136,627
|
|
|
|
136,627
|
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
Due within 1 year
|
|
|
|
|
|
|
|
|
Due after 1 year through 5 years
|
|
|
4
|
|
|
|
4
|
|
Due after 5 years through 10 years
|
|
|
|
|
|
|
|
|
Due after 10 years
|
|
|
|
|
|
|
|
|
Total
|
|
|
136,631
|
|
|
|
136,631
|
|
Concentrations
of credit risk
As of March 31, 2010, we did not have any significant
concentration of business transacted with an individual
counterparty or groups of counterparties that could, if suddenly
eliminated, severely impact our operations.
108
|
|
Item 12.
|
Description
of Securities Other Than Equity Securities
|
Fees
payable by ADR Holders
The following table shows the fees and charges that a holder of
our ADR may have to pay, either directly or indirectly:
|
|
|
Services
|
|
Fees[USD]
|
|
Taxes and other governmental charges
|
|
As applicable
|
Such registration fees as may from time to time be in effect for
the registration of transfers of Shares generally on the Share
register of the Issuer or Foreign Registrar and applicable to
transfers of Shares to the name of the Depositary or its nominee
or the Custodian or its nominee on the making of deposits or
withdrawals hereunder
|
|
As applicable
|
Such cable, telex and facsimile transmission expenses as are
expressly provided in this Deposit Agreement
|
|
As applicable
|
Such expenses as are incurred by the Depositary in the
conversion of Foreign Currency
|
|
As applicable
|
The execution and delivery of Receipts and the surrender of
Receipts
|
|
$5.00 or less per 100 ADR
|
Any cash distribution made pursuant to the Deposit Agreement
|
|
$.02 or less per ADR
|
The distribution of securities, such fee being in an amount
equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been
charged as a results of the deposit of such securities, but
which securities are instead distributed by the Depositary to
Owners
|
|
As applicable
|
Fees paid
to DOCOMO by the Depositary
The Bank of New York Mellon, as Depositary, has agreed to
reimburse DOCOMO for the New York Stock Exchange listing fees of
$38,000 for the calendar year 2010. Furthermore, from
April 1, 2009 to March 31, 2010, the Bank of New York
Mellon has waived a total of $133 thousand in fees associated
with the administration of the ADR program, investor relations
expenses and administrative fees for routine corporate actions
such as, among others, proxy process fees and cash distribution
process fees, in addition to their standard fees for providing
investor relations information services.
PART II
|
|
Item 13.
|
Defaults,
Dividend Arrearages and Delinquencies
|
None.
|
|
Item 14.
|
Material
Modifications to the Rights of Security Holders and Use of
Proceeds
|
None.
|
|
Item 15.
|
Controls
and Procedures
|
|
|
1.
|
Disclosure
Controls and Procedures
|
The Companys management carried out an evaluation, with
the participation of the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of our disclosure
controls and procedures as of March 31, 2010 pursuant to
the U.S. Securities Exchange Act of 1934. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that our disclosure controls and procedures as
of March 31, 2010 were effective.
109
|
|
2.
|
Managements
Report on Internal Control over Financial Reporting
|
The Companys management is responsible for establishing
and maintaining adequate internal control over financial
reporting as defined in
Rule 13a-15(f)
under the U.S. Securities Exchange Act of 1934. Internal
control over financial reporting of the Company is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
accounting principles generally accepted in the United States.
Because of its inherent limitations, however, internal control
over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of
effectiveness of internal control to future periods are subject
to risk that controls may become inadequate because of changes
in conditions or that the degree of compliance with the policies
or procedures may deteriorate.
The Companys management evaluated the effectiveness of the
Companys internal control over financial reporting as of
March 31, 2010 by using the criteria set forth in Internal
Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(COSO). Based upon this evaluation, our management
concluded that the Companys internal control over
financial reporting as of March 31, 2010 was effective.
Our independent registered public accounting firm, KPMG
AZSA & Co., has issued an audit report on the
effectiveness of our internal control over financial reporting
as of March 31, 2010, which appears on
page F-3
of this annual report on
Form 20-F.
|
|
3.
|
Changes
in Internal Control over Financial Reporting
|
There has been no change in our internal control over financial
reporting that occurred during the year ended March 31,
2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
|
|
Item 16A.
|
Audit
Committee Financial Expert
|
Our board of corporate auditors has resolved to elect
Mr. Yoshitaka Makitani and Mr. Takaaki Wakasugi as
audit committee financial experts within the meaning
of the rules of the Securities and Exchange Commission. In
addition, Mr. Makitani and Mr. Wakasugi are outside
corporate auditors under the Corporation Law, and are
independent from us.
We have a code of ethics that applies to our chief executive
officer, chief financial officer and other senior officers in
order to promote honesty, integrity, transparency, and ethical
conduct in such persons performance of their management
responsibilities. Our code of ethics, as of June 24, 2010,
is attached to this annual report on
Form 20-F
as exhibit 11.1.
|
|
Item 16C.
|
Principal
Accountant Fees and Services
|
Fees Paid
to the Independent Auditor
The Company and its subsidiaries engaged KPMG AZSA &
Co. to perform an annual audit of the Companys financial
statements. Audit fees and audit-related fees paid to KPMG
AZSA & Co. and its affiliates for the year ended
March 31, 2010 were ¥892 million. In addition,
the fees other than audit fees and audit-related fees we paid to
KPMG AZSA & Co. and its affiliates were
¥26 million as tax fees.
110
The following table presents information concerning fees paid to
KPMG AZSA & Co. and its affiliates for the years ended
March 31, 2009 and 2010.
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
|
(in millions)
|
|
|
Audit
fees(1)
|
|
¥
|
920
|
|
|
¥
|
892
|
|
Audit-related
fees(2)
|
|
|
4
|
|
|
|
|
|
Tax
fees(3)
|
|
|
49
|
|
|
|
26
|
|
All other
fees(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
973
|
|
|
¥
|
918
|
|
|
|
|
(1)
|
|
These are fees for professional
services performed by KPMG AZSA & Co. and its
affiliates for the audit of the Company and its
subsidiaries annual financial statements and services that
are normally provided in connection with statutory and
regulatory filings.
|
|
(2)
|
|
These are fees for assurance and
related services rendered by these accountants that are
reasonably related to the performance of the audit or review of
the Companys and its subsidiaries financial
statements, such as the issuance of comfort letters in
connection with corporate bond offerings, and that are not
reported under audit fees.
|
|
(3)
|
|
These are fees for professional
services performed by KPMG AZSA & Co. and its
affiliates tax division except those related to the audit and
includes tax returns and tax consultations.
|
|
(4)
|
|
These are fees for the services
provided by KPMG AZSA & Co. and its affiliates, other
than the fees reported in paragraphs (1) through (3).
|
Pre-Approval
of Services Provided by KPMG AZSA & Co. and its
affiliates
The Company and its subsidiaries have adopted policies and
procedures for the Companys board of directors and the
board of corporate auditors pre-approving all audit and
non-audit work performed by KPMG AZSA & Co. and its
affiliates. Specifically, the policies and procedures prohibit
KPMG AZSA & Co. and its affiliates from performing any
services for the Company or its subsidiaries without the prior
approval of the Companys board of directors and the board
of corporate auditors.
All of the services provided by KPMG AZSA & Co. and
its affiliates since
Rule 2-01(c)(7)
of
Regulation S-X
became effective were approved by the Companys board of
directors and the board of corporate auditors pursuant to the
approval policies described above, and none of such services
were approved pursuant to the procedures described in
Rule 2-01(c)(7)(i)(C)
of
Regulation S-X,
which waives the general requirement for pre-approval in certain
circumstances.
|
|
Item 16D.
|
Exemptions
from the Listing Standards for Audit Committees
|
With respect to the requirements of
Rule 10A-3
under the Securities Exchange Act of 1934 relating to listed
company audit committees, which apply to us through
Section 303A.06 of the New York Stock Exchanges
Listed Company Manual, we rely on an exemption provided by
paragraph (c)(3) of that Rule available to foreign private
issuers with boards of corporate auditors meeting certain
requirements. For a New York Stock Exchange-listed Japanese
company with a board of corporate auditors, the requirements for
relying on paragraph (c)(3) of
Rule 10A-3
are as follows:
|
|
|
|
|
The board of corporate auditors must be established, and its
members must be selected, pursuant to Japanese law expressly
requiring such a board for Japanese companies that elect to have
a corporate governance system with corporate auditors.
|
|
|
|
Japanese law must and does require the board of corporate
auditors to be separate from the board of directors.
|
|
|
|
None of the members of the board of corporate auditors may be
elected by management, and none of the listed companys
executive officers may be a member of the board of corporate
auditors.
|
|
|
|
Japanese law must and does set forth standards for the
independence of the members of the board of corporate auditors
from the listed company or its management.
|
111
|
|
|
|
|
The board of corporate auditors, in accordance with Japanese law
or the listed companys governing documents, must be
responsible, to the extent permitted by Japanese law, for the
appointment, retention and oversight of the work of any
registered public accounting firm engaged (including, to the
extent permitted by Japanese law, the resolution of
disagreements between management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an
audit report or performing other audit, review or attest
services for the listed company, including its principal
accountant which audits its consolidated financial statements
included in its annual reports on
Form 20-F.
|
|
|
|
To the extent permitted by Japanese law:
|
|
|
|
|
|
the board of corporate auditors must establish procedures for
(i) the receipt, retention and treatment of complaints
received by the listed company regarding accounting, internal
accounting controls, or auditing matters, and (ii) the
confidential, anonymous submission by the listed companys
employees of concerns regarding questionable accounting or
auditing matters;
|
|
|
|
the board of corporate auditors must have the authority to
engage independent counsel and other advisers, as it determines
necessary to carry out its duties; and
|
|
|
|
the listed company must provide for appropriate funding, as
determined by its board of corporate auditors, for payment of
(i) compensation to any registered public accounting firm
engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the
listed company, (ii) compensation to any advisers employed
by the board of corporate auditors, and (iii) ordinary
administrative expenses of the board of corporate auditors that
are necessary or appropriate in carrying out its duties.
|
In our assessment, our board of corporate auditors, which meets
the requirements for reliance on the exemption in paragraph
(c)(3) of
Rule 10A-3
described above, is not materially less effective than an audit
committee meeting all the requirements of paragraph (b) of
Rule 10A-3
(without relying on any exemption provided by that Rule) at
acting independently of management and performing the functions
of an audit committee as contemplated therein.
|
|
Item 16E.
|
Purchases
of Equity Securities by Issuer and Affiliated
Purchasers
|
ISSUER
PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number
|
|
(d) Maximum
|
|
|
|
|
|
|
of
|
|
Number
|
|
|
(a) Total
|
|
|
|
Shares Purchased as
|
|
of Shares that May
|
|
|
Number of
|
|
|
|
Part of Publicly
|
|
Yet Be Purchased
|
|
|
Shares
|
|
(b) Average Price
|
|
Announced Plans
|
|
Under the Plans or
|
Period
|
|
Purchased
|
|
Paid per Share
|
|
or Programs
|
|
Programs*
|
|
April 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from April 1 to April 30)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
354,917
|
|
May 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from May 1 to May 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
354,917
|
|
June 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from June 1 to June 30)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
354,917
|
|
July 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from July 1 to July 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
August 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from August 1 to August 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
September 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from September 1 to September 30)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
October 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from October 1 to October 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
November 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from November 1 to November 30)
|
|
|
154,065
|
|
|
|
129,815
|
|
|
|
154,065
|
|
|
|
5,935
|
|
December 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from December 1 to December 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number
|
|
(d) Maximum
|
|
|
|
|
|
|
of
|
|
Number
|
|
|
(a) Total
|
|
|
|
Shares Purchased as
|
|
of Shares that May
|
|
|
Number of
|
|
|
|
Part of Publicly
|
|
Yet Be Purchased
|
|
|
Shares
|
|
(b) Average Price
|
|
Announced Plans
|
|
Under the Plans or
|
Period
|
|
Purchased
|
|
Paid per Share
|
|
or Programs
|
|
Programs*
|
|
January 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from January 1 to January 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
February 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from February 1 to February 28)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
March 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(from March 1 to March 31)
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
154,065
|
|
|
|
129,815
|
|
|
|
154,065
|
|
|
|
0
|
|
|
|
|
* |
|
The numbers from April 1 to June 30, 2009 for maximum
number of shares to be purchased, described in column (d),
are based on the aggregate number of shares authorized at the
general shareholders meeting held on June 20, 2008. The
number for maximum number of shares to be purchased in November
2009, described in column (d), is based on the maximum number of
160,000 shares authorized at the board of directors meeting
held on November 9, 2009. |
|
|
Item 16F.
|
Change
in Registrants Certifying Accountant
|
Not applicable.
|
|
Item 16G.
|
Corporate
Governance
|
Committees
Under the Corporation Law, Japanese joint stock corporations
(kabushiki kaisha) above a certain size whose shares are
transferable without the approval of such corporations,
including the Company, may elect to structure their corporate
governance system to be either that of a company with a board of
corporate auditors (kansayakukai secchigaisha) or that of
a company with committees (iinkai secchigaisha). The
Company is currently a company with a board of corporate
auditors.
As a company with a board of corporate auditors, the Company is
not required under the Corporation Law to have any outside
directors on its board of directors. The tasks of auditing the
performance of its directors and auditing the Companys
financial statements are assigned to the Companys
corporate auditors, who are separate from the Companys
directors. Under the Corporation Law, at least one half of a
companys corporate auditors are required to be
outside corporate auditors who must meet certain
requirements. An outside corporate auditor is
defined as a corporate auditor who has never served as a
corporate auditor, accounting councilor, executive officer,
manager or any other employee of the Company or any of its
subsidiaries.
In addition, the Securities Listing Regulations of the Tokyo
Stock Exchange (TSE) requires the Company as a
TSE-listed company to designate at least one
independent director/corporate auditor. An
independent director/corporate auditor is defined as
an outside director/corporate auditor who is unlikely to have
conflicts of interest with general investors. As of June 2010,
we have appointed one corporate auditor as an
independent director/corporate auditor.
Board
of Corporate Auditors
Under the corporate auditor system that the Company employs, the
board of corporate auditors is a legally separate and
independent body from the board of directors. The function of
the board of corporate auditors and each corporate auditor is
similar to that of independent directors, including those who
are members of the audit committee, of a U.S. company: to
audit the performance of the directors, and express an opinion
if it is the opinion of the board of corporate auditors that the
method, or the results, of the audit by the Companys
accounting firm is not suitable and express the reason for such
opinion, for the protection of the Companys shareholders.
113
Under the Corporation Law, the Company is required to have not
less than three corporate auditors. The Articles of
Incorporation of the Company permit it to have up to five
corporate auditors. Currently, five corporate auditors of the
Company have been elected. The term of office of each corporate
auditor is for up to four years after
his/her
election, whereas the term of office of each director is for up
to two years after
his/her
election.
With respect to the requirements of
Rule 10A-3
under the U.S. Securities Exchange Act of 1934, relating to
listed company audit committees, the Company relies on an
exemption under that rule which is available to foreign private
issuers with boards of corporate auditors meeting certain
criteria.
Directors
The Companys directors must be elected at a general
meeting of shareholders. Its board of directors does not have
the power to fill vacancies thereon.
The Companys corporate auditors must also be elected at a
general meeting of shareholders. The Companys board of
directors must obtain the consent of its board of corporate
auditors in order to submit a proposal for election of a
corporate auditor to a general meeting of shareholders. The
board of corporate auditors is also empowered to request that
the Companys directors submit a proposal for election of a
corporate auditor to a general meeting of shareholders. All
corporate auditors have the right to state their opinion
concerning the election of a corporate auditor at the general
meeting of shareholders.
Compensation
The maximum aggregate compensation amount for the Companys
directors and that of the Companys corporate auditors must
be, and accordingly has been, approved at a general meeting of
shareholders.
The Company must also obtain the approval at a general meeting
of shareholders if the Company desires to change such maximum
amount of compensation.
The compensation amount for each director is determined by the
Companys President or another director who is delegated to
do so by the board of directors, and that for each corporate
auditor is determined upon consultation among the corporate
auditors.
Shareholder
Approval with respect to any Equity Compensation
Plan
Pursuant to the Corporation Law, if the Company desires to adopt
an equity compensation plan under which stock acquisition rights
are granted on specially favorable conditions (except where such
rights are granted to all of its shareholders on a pro rata
basis), the Company must approve the said plan by a
special resolution of a general meeting of
shareholders, where the quorum is one-third of the total number
of voting rights and the approval of at least two-thirds of the
voting rights represented at the meeting is required.
|
|
Item 17.
|
Financial
Statements
|
In lieu of responding to this item, we have responded to
Item 18 of this annual report.
|
|
Item 18.
|
Financial
Statements
|
The information required by this item is set forth beginning on
page F-2
of this annual report.
114
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
1
|
.1
|
|
Articles of Incorporation of the registrant (English translation)
|
|
1
|
.2
|
|
Share Handling Regulations of the registrant (English
translation)
|
|
1
|
.3
|
|
Regulations of the Board of Directors of the registrant (English
translation)
|
|
1
|
.4
|
|
Regulations of the Board of Corporate Auditors of the registrant
(English translation)*
|
|
2
|
.1
|
|
Form of Deposit Agreement among the registrant, The Bank of New
York Mellon as Depositary and all owners and holders from time
to time of American Depositary Receipts, including the form of
American Depositary Receipt (incorporated by reference to
Post-Effective Amendment No. 3 to Registration Statement on
Form F-6
(File No. 333-9694) filed on May 15, 2002)
|
|
11
|
.1
|
|
Code of Ethics**
|
|
12
|
.1
|
|
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
12
|
.2
|
|
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
13
|
.1
|
|
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
|
|
13
|
.2
|
|
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
|
|
|
|
*
|
|
Previously filed with the
Securities and Exchange Commission on June 25, 2007 and
herein incorporated by reference.
|
|
**
|
|
Previously filed with the
Securities and Exchange Commission on June 27, 2006 and
herein incorporated by reference.
|
We have not included as exhibits certain instruments with
respect to our long-term debt. The amount of debt authorized
under each such debt instrument does not exceed 10% or our total
assets. We agree to furnish a copy of any such instrument to the
Commission upon request.
115
NTT
DOCOMO, INC. AND SUBSIDIARIES
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
|
|
|
|
|
|
|
Page
|
|
|
|
|
F-2
|
|
|
|
|
F-4
|
|
|
|
|
F-6
|
|
|
|
|
F-7
|
|
|
|
|
F-8
|
|
|
|
|
F-9
|
|
Financial statement schedule for the years ended March 31,
2008, 2009 and 2010:
|
|
|
|
|
|
|
|
F-55
|
|
F-1
Report of
Independent Registered Public Accounting Firm
The Board of Directors and the Shareholders
NTT DOCOMO, INC.:
We have audited the consolidated financial statements of NTT
DOCOMO, INC. and subsidiaries as listed in the accompanying
index. In connection with our audits of the consolidated
financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement
schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of NTT DOCOMO, INC. and subsidiaries as of
March 31, 2010 and 2009, and the results of their
operations and their cash flows for each of the years in the
three-year period ended March 31, 2010, in conformity with
U.S. generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), NTT
DOCOMO, INC.s internal control over financial reporting as
of March 31, 2010, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated June 18, 2010 expressed an
unqualified opinion on the effectiveness of the Companys
internal control over financial reporting.
(signed) KPMG AZSA & Co.
Tokyo, Japan
June 18, 2010
F-2
Report of
Independent Registered Public Accounting Firm
The Board of Directors and the Shareholders
NTT DOCOMO, INC.:
We have audited NTT DOCOMO, INC.s internal control over
financial reporting as of March 31, 2010, based on criteria
established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). NTT DOCOMO, INC.s management
is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the
accompanying Managements Report on Internal Control over
Financial Reporting appearing under Item 15. Our
responsibility is to express an opinion on the Companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, NTT DOCOMO, INC. maintained, in all material
respects, effective internal control over financial reporting as
of March 31, 2010, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of NTT DOCOMO, INC. and subsidiaries
as of March 31, 2010 and 2009, and the related consolidated
statements of income and comprehensive income, changes in
equity, and cash flows for each of the years in the three-year
period ended March 31, 2010, and our report dated
June 18, 2010 expressed an unqualified opinion on those
consolidated financial statements.
(signed) KPMG AZSA & Co.
Tokyo, Japan
June 18, 2010
F-3
NTT
DOCOMO, INC. AND SUBSIDIARIES
MARCH
31, 2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
¥
|
599,548
|
|
|
¥
|
357,715
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
2,448
|
|
|
|
313,010
|
|
Related parties
|
|
|
|
|
|
|
90,000
|
|
Accounts receivable
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
822,548
|
|
|
|
827,052
|
|
Related parties
|
|
|
12,515
|
|
|
|
11,174
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
835,063
|
|
|
|
838,226
|
|
Less: Allowance for doubtful accounts
|
|
|
(15,072
|
)
|
|
|
(15,633
|
)
|
|
|
|
|
|
|
|
|
|
Total accounts receivable, net
|
|
|
819,991
|
|
|
|
822,593
|
|
Credit card receivables
|
|
|
72,996
|
|
|
|
126,009
|
|
Inventories
|
|
|
123,206
|
|
|
|
141,277
|
|
Deferred tax assets
|
|
|
102,903
|
|
|
|
100,545
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
100,764
|
|
|
|
102,263
|
|
Related parties
|
|
|
5,872
|
|
|
|
7,566
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,827,728
|
|
|
|
2,060,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
Wireless telecommunications equipment
|
|
|
5,361,043
|
|
|
|
5,478,833
|
|
Buildings and structures
|
|
|
814,056
|
|
|
|
830,921
|
|
Tools, furniture and fixtures
|
|
|
519,213
|
|
|
|
516,084
|
|
Land
|
|
|
198,985
|
|
|
|
199,018
|
|
Construction in progress
|
|
|
99,232
|
|
|
|
83,608
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
6,992,529
|
|
|
|
7,108,464
|
|
Accumulated depreciation and amortization
|
|
|
(4,301,044
|
)
|
|
|
(4,500,874
|
)
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment, net
|
|
|
2,691,485
|
|
|
|
2,607,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current investments and other assets:
|
|
|
|
|
|
|
|
|
Investments in affiliates
|
|
|
572,014
|
|
|
|
578,095
|
|
Marketable securities and other investments
|
|
|
141,544
|
|
|
|
151,026
|
|
Intangible assets, net
|
|
|
578,728
|
|
|
|
628,691
|
|
Goodwill
|
|
|
154,385
|
|
|
|
198,436
|
|
Other assets
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
261,724
|
|
|
|
247,530
|
|
Related parties
|
|
|
11,716
|
|
|
|
10,381
|
|
Deferred tax assets
|
|
|
248,896
|
|
|
|
274,048
|
|
|
|
|
|
|
|
|
|
|
Total non-current investments and other assets
|
|
|
1,969,007
|
|
|
|
2,088,207
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
6,488,220
|
|
|
¥
|
6,756,775
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-4
NTT
DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS (Continued)
MARCH 31,
2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
¥
|
29,000
|
|
|
¥
|
180,716
|
|
Short-term borrowings
|
|
|
|
|
|
|
78
|
|
Accounts payable, trade
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
545,717
|
|
|
|
524,526
|
|
Related parties
|
|
|
122,808
|
|
|
|
107,911
|
|
Accrued payroll
|
|
|
58,627
|
|
|
|
54,580
|
|
Accrued interest
|
|
|
1,187
|
|
|
|
995
|
|
Accrued income taxes
|
|
|
238,742
|
|
|
|
185,890
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
150,241
|
|
|
|
131,337
|
|
Related parties
|
|
|
2,113
|
|
|
|
2,129
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,148,435
|
|
|
|
1,188,162
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
Long-term debt (exclusive of current portion)
|
|
|
610,233
|
|
|
|
429,553
|
|
Accrued liabilities for point programs
|
|
|
94,023
|
|
|
|
151,628
|
|
Liability for employees retirement benefits
|
|
|
146,326
|
|
|
|
138,447
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
143,103
|
|
|
|
184,036
|
|
Related parties
|
|
|
2,792
|
|
|
|
2,503
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
996,477
|
|
|
|
906,167
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,144,912
|
|
|
|
2,094,329
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
NTT DOCOMO, INC. shareholders equity
|
|
|
|
|
|
|
|
|
Common stock, without a stated value
|
|
|
|
|
|
|
|
|
Authorized 188,130,000 and 188,130,000 shares
at March 31,
2009 and 2010, respectively
|
|
|
|
|
|
|
|
|
Issued 43,950,000 and 43,790,000 shares at
March 31,
2009 and 2010, respectively
|
|
|
|
|
|
|
|
|
Outstanding 41,759,807 and 41,605,742 shares at
March 31,
2009 and 2010, respectively
|
|
|
949,680
|
|
|
|
949,680
|
|
Additional paid-in capital
|
|
|
785,045
|
|
|
|
757,109
|
|
Retained earnings
|
|
|
3,061,848
|
|
|
|
3,347,830
|
|
Accumulated other comprehensive income (loss)
|
|
|
(65,689
|
)
|
|
|
(37,379
|
)
|
Treasury stock, 2,190,193 and 2,184,258 shares at
March 31, 2009 and 2010, respectively, at cost
|
|
|
(389,299
|
)
|
|
|
(381,363
|
)
|
|
|
|
|
|
|
|
|
|
Total NTT DOCOMO, INC. shareholders equity
|
|
|
4,341,585
|
|
|
|
4,635,877
|
|
Noncontrolling interests
|
|
|
1,723
|
|
|
|
26,569
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
4,343,308
|
|
|
|
4,662,446
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
¥
|
6,488,220
|
|
|
¥
|
6,756,775
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-5
NTT
DOCOMO, INC. AND SUBSIDIARIES
YEARS
ENDED MARCH 31, 2008, 2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Wireless services
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
¥
|
4,107,844
|
|
|
¥
|
3,786,917
|
|
|
¥
|
3,727,801
|
|
Related parties
|
|
|
57,390
|
|
|
|
54,165
|
|
|
|
49,108
|
|
Equipment sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
538,195
|
|
|
|
600,630
|
|
|
|
503,086
|
|
Related parties
|
|
|
8,398
|
|
|
|
6,268
|
|
|
|
4,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
|
4,711,827
|
|
|
|
4,447,980
|
|
|
|
4,284,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services (exclusive of items shown separately below)
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
561,763
|
|
|
|
630,415
|
|
|
|
685,774
|
|
Related parties
|
|
|
249,370
|
|
|
|
242,023
|
|
|
|
214,868
|
|
Cost of equipment sold (exclusive of items shown separately
below)
|
|
|
1,150,261
|
|
|
|
827,856
|
|
|
|
698,495
|
|
Depreciation and amortization
|
|
|
776,425
|
|
|
|
804,159
|
|
|
|
701,146
|
|
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
1,025,812
|
|
|
|
980,251
|
|
|
|
1,031,011
|
|
Related parties
|
|
|
139,884
|
|
|
|
132,317
|
|
|
|
118,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
3,903,515
|
|
|
|
3,617,021
|
|
|
|
3,450,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
808,312
|
|
|
|
830,959
|
|
|
|
834,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(4,556
|
)
|
|
|
(4,618
|
)
|
|
|
(5,061
|
)
|
Interest income
|
|
|
2,487
|
|
|
|
2,162
|
|
|
|
1,289
|
|
Other, net
|
|
|
(5,555
|
)
|
|
|
(48,030
|
)
|
|
|
5,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
(7,624
|
)
|
|
|
(50,486
|
)
|
|
|
1,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses)
of affiliates
|
|
|
800,688
|
|
|
|
780,473
|
|
|
|
836,157
|
|
Income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
334,462
|
|
|
|
395,467
|
|
|
|
381,507
|
|
Deferred
|
|
|
(11,507
|
)
|
|
|
(87,067
|
)
|
|
|
(43,310
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes
|
|
|
322,955
|
|
|
|
308,400
|
|
|
|
338,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net income (losses) of affiliates
|
|
|
477,733
|
|
|
|
472,073
|
|
|
|
497,960
|
|
Equity in net income (losses) of affiliates, net of applicable
taxes
|
|
|
13,553
|
|
|
|
(672
|
)
|
|
|
(852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
491,286
|
|
|
|
471,401
|
|
|
|
497,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
(84
|
)
|
|
|
472
|
|
|
|
(2,327
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to NTT DOCOMO, INC.
|
|
¥
|
491,202
|
|
|
¥
|
471,873
|
|
|
¥
|
494,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
¥
|
491,286
|
|
|
¥
|
471,401
|
|
|
¥
|
497,108
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale
securities, net of applicable taxes
|
|
|
(16,769
|
)
|
|
|
(30,310
|
)
|
|
|
13,159
|
|
Less: Reclassification of realized gains and losses, net of
applicable taxes included in net income
|
|
|
431
|
|
|
|
28,709
|
|
|
|
1,937
|
|
Change in fair value of derivative instruments, net of
applicable taxes
|
|
|
(525
|
)
|
|
|
(4
|
)
|
|
|
(63
|
)
|
Less: Reclassification of realized gains and losses, net of
applicable taxes included in net income
|
|
|
658
|
|
|
|
(121
|
)
|
|
|
|
|
Foreign currency translation adjustment, net of applicable taxes
|
|
|
7,299
|
|
|
|
(47,538
|
)
|
|
|
5,917
|
|
Less: Reclassification of realized gains and losses, net of
applicable taxes included in net income
|
|
|
(127
|
)
|
|
|
(54
|
)
|
|
|
(35
|
)
|
Pension liability adjustment, net of applicable taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) arising during period, net
|
|
|
(4,909
|
)
|
|
|
(16,316
|
)
|
|
|
6,828
|
|
Less: Amortization of prior service cost
|
|
|
(1,338
|
)
|
|
|
(1,340
|
)
|
|
|
(1,340
|
)
|
Less: Amortization of actuarial gains and losses
|
|
|
502
|
|
|
|
797
|
|
|
|
1,858
|
|
Less: Amortization of transition obligation
|
|
|
75
|
|
|
|
81
|
|
|
|
79
|
|
Less: Reclassification of actuarial gains and losses due to
transfer of the substitutional portion to the government
|
|
|
2,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
(12,471
|
)
|
|
|
(66,096
|
)
|
|
|
28,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
478,815
|
|
|
|
405,305
|
|
|
|
525,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Comprehensive (income) loss attributable to noncontrolling
interests
|
|
|
(77
|
)
|
|
|
469
|
|
|
|
(2,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to NTT DOCOMO,
INC.
|
|
¥
|
478,738
|
|
|
¥
|
405,774
|
|
|
¥
|
523,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding Basic and
Diluted (shares)
|
|
|
43,120,586
|
|
|
|
42,238,715
|
|
|
|
41,705,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share attributable to NTT DOCOMO,
INC. (yen)
|
|
¥
|
11,391.36
|
|
|
¥
|
11,171.58
|
|
|
¥
|
11,863.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-6
NTT
DOCOMO, INC. AND SUBSIDIARIES
YEARS
ENDED MARCH 31, 2008, 2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
NTT DOCOMO, INC. shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Total NTT
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
other
|
|
|
Treasury
|
|
|
DOCOMO, INC.
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
paid-in
|
|
|
Retained
|
|
|
comprehensive
|
|
|
stock
|
|
|
shareholders
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
stock
|
|
|
capital
|
|
|
earnings
|
|
|
income (loss)
|
|
|
at cost
|
|
|
equity
|
|
|
interests
|
|
|
equity
|
|
|
Balance at March 31, 2007
|
|
¥
|
949,680
|
|
|
¥
|
1,135,958
|
|
|
¥
|
2,493,155
|
|
|
¥
|
12,874
|
|
|
¥
|
(430,364
|
)
|
|
¥
|
4,161,303
|
|
|
¥
|
1,164
|
|
|
¥
|
4,162,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(173,002
|
)
|
|
|
(173,002
|
)
|
|
|
|
|
|
|
(173,002
|
)
|
Retirement of treasury stock
|
|
|
|
|
|
|
(187,387
|
)
|
|
|
|
|
|
|
|
|
|
|
187,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared (¥4,400 per share)
|
|
|
|
|
|
|
|
|
|
|
(190,543
|
)
|
|
|
|
|
|
|
|
|
|
|
(190,543
|
)
|
|
|
|
|
|
|
(190,543
|
)
|
Acquisition of new subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
44
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
3
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
491,202
|
|
|
|
|
|
|
|
|
|
|
|
491,202
|
|
|
|
84
|
|
|
|
491,286
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,331
|
)
|
|
|
|
|
|
|
(16,331
|
)
|
|
|
(7
|
)
|
|
|
(16,338
|
)
|
Change in fair value of derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133
|
|
|
|
|
|
|
|
133
|
|
|
|
|
|
|
|
133
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,172
|
|
|
|
|
|
|
|
7,172
|
|
|
|
|
|
|
|
7,172
|
|
Pension liability adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) arising during period, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,909
|
)
|
|
|
|
|
|
|
(4,909
|
)
|
|
|
|
|
|
|
(4,909
|
)
|
Less: Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,338
|
)
|
|
|
|
|
|
|
(1,338
|
)
|
|
|
|
|
|
|
(1,338
|
)
|
Less: Amortization of actuarial gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
502
|
|
|
|
|
|
|
|
502
|
|
|
|
|
|
|
|
502
|
|
Less: Amortization of transition obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
75
|
|
Less: Reclassification of actuarial gains and losses due to
transfer of the substitutional portion to the government
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,232
|
|
|
|
|
|
|
|
2,232
|
|
|
|
|
|
|
|
2,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008
|
|
¥
|
949,680
|
|
|
¥
|
948,571
|
|
|
¥
|
2,793,814
|
|
|
¥
|
410
|
|
|
¥
|
(415,979
|
)
|
|
¥
|
4,276,496
|
|
|
¥
|
1,288
|
|
|
¥
|
4,277,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(136,846
|
)
|
|
|
(136,846
|
)
|
|
|
|
|
|
|
(136,846
|
)
|
Retirement of treasury stock
|
|
|
|
|
|
|
(163,526
|
)
|
|
|
|
|
|
|
|
|
|
|
163,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared (¥4,800 per share)
|
|
|
|
|
|
|
|
|
|
|
(203,839
|
)
|
|
|
|
|
|
|
|
|
|
|
(203,839
|
)
|
|
|
|
|
|
|
(203,839
|
)
|
Acquisition of new subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
944
|
|
|
|
944
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40
|
)
|
|
|
(40
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
471,873
|
|
|
|
|
|
|
|
|
|
|
|
471,873
|
|
|
|
(472
|
)
|
|
|
471,401
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,610
|
)
|
|
|
|
|
|
|
(1,610
|
)
|
|
|
9
|
|
|
|
(1,601
|
)
|
Change in fair value of derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
(125
|
)
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,586
|
)
|
|
|
|
|
|
|
(47,586
|
)
|
|
|
(6
|
)
|
|
|
(47,592
|
)
|
Pension liability adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) arising during period, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,316
|
)
|
|
|
|
|
|
|
(16,316
|
)
|
|
|
|
|
|
|
(16,316
|
)
|
Less: Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
(1,340
|
)
|
Less: Amortization of actuarial gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
797
|
|
|
|
|
|
|
|
797
|
|
|
|
|
|
|
|
797
|
|
Less: Amortization of transition obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2009
|
|
¥
|
949,680
|
|
|
¥
|
785,045
|
|
|
¥
|
3,061,848
|
|
|
¥
|
(65,689
|
)
|
|
¥
|
(389,299
|
)
|
|
¥
|
4,341,585
|
|
|
¥
|
1,723
|
|
|
¥
|
4,343,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,000
|
)
|
|
|
(20,000
|
)
|
|
|
|
|
|
|
(20,000
|
)
|
Retirement of treasury stock
|
|
|
|
|
|
|
(27,936
|
)
|
|
|
|
|
|
|
|
|
|
|
27,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared (¥5,000 per share)
|
|
|
|
|
|
|
|
|
|
|
(208,799
|
)
|
|
|
|
|
|
|
|
|
|
|
(208,799
|
)
|
|
|
|
|
|
|
(208,799
|
)
|
Acquisition of new subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,588
|
|
|
|
22,588
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99
|
)
|
|
|
(99
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
494,781
|
|
|
|
|
|
|
|
|
|
|
|
494,781
|
|
|
|
2,327
|
|
|
|
497,108
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,096
|
|
|
|
|
|
|
|
15,096
|
|
|
|
0
|
|
|
|
15,096
|
|
Change in fair value of derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
(63
|
)
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,852
|
|
|
|
|
|
|
|
5,852
|
|
|
|
30
|
|
|
|
5,882
|
|
Pension liability adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) arising during period, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,828
|
|
|
|
|
|
|
|
6,828
|
|
|
|
|
|
|
|
6,828
|
|
Less: Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
(1,340
|
)
|
Less: Amortization of actuarial gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,858
|
|
|
|
|
|
|
|
1,858
|
|
|
|
|
|
|
|
1,858
|
|
Less: Amortization of transition obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2010
|
|
¥
|
949,680
|
|
|
¥
|
757,109
|
|
|
¥
|
3,347,830
|
|
|
¥
|
(37,379
|
)
|
|
¥
|
(381,363
|
)
|
|
¥
|
4,635,877
|
|
|
¥
|
26,569
|
|
|
¥
|
4,662,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F-7
NTT
DOCOMO, INC. AND SUBSIDIARIES
YEARS
ENDED MARCH 31, 2008, 2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
¥
|
491,286
|
|
|
¥
|
471,401
|
|
|
¥
|
497,108
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
776,425
|
|
|
|
804,159
|
|
|
|
701,146
|
|
Deferred taxes
|
|
|
(2,471
|
)
|
|
|
(87,626
|
)
|
|
|
(44,550
|
)
|
Loss on sale or disposal of property, plant and equipment
|
|
|
54,359
|
|
|
|
43,304
|
|
|
|
32,735
|
|
Impairment loss on marketable securities and other investments
|
|
|
11,418
|
|
|
|
57,812
|
|
|
|
4,007
|
|
Equity in net (income) losses of affiliates
|
|
|
(22,810
|
)
|
|
|
1,239
|
|
|
|
2,122
|
|
Dividends from affiliates
|
|
|
15,349
|
|
|
|
15,500
|
|
|
|
12,854
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease / (increase) in accounts receivable
|
|
|
187,434
|
|
|
|
(148,909
|
)
|
|
|
(1,056
|
)
|
Increase / (decrease) in allowance for doubtful accounts
|
|
|
1,803
|
|
|
|
67
|
|
|
|
242
|
|
(Increase) / decrease in credit card receivables
|
|
|
(6,627
|
)
|
|
|
(32,857
|
)
|
|
|
(30,042
|
)
|
(Increase) / decrease in inventories
|
|
|
(10
|
)
|
|
|
23,327
|
|
|
|
(17,262
|
)
|
Decrease / (increase) in prepaid expenses and other current
assets
|
|
|
10,803
|
|
|
|
18,196
|
|
|
|
1,582
|
|
(Increase) / decrease in non-current installment receivable for
handsets
|
|
|
(58,931
|
)
|
|
|
(37,712
|
)
|
|
|
13,860
|
|
(Decrease) / increase in accounts payable, trade
|
|
|
(50,477
|
)
|
|
|
(49,286
|
)
|
|
|
(21,227
|
)
|
Increase / (decrease) in accrued income taxes
|
|
|
134,912
|
|
|
|
35,158
|
|
|
|
(53,765
|
)
|
Increase / (decrease) in other current liabilities
|
|
|
6,206
|
|
|
|
(29,126
|
)
|
|
|
(22,019
|
)
|
(Decrease) / increase in accrued liabilities for point programs
|
|
|
(3,552
|
)
|
|
|
37,390
|
|
|
|
57,605
|
|
(Decrease) / increase in liability for employees
retirement benefits
|
|
|
(19,002
|
)
|
|
|
29,438
|
|
|
|
(8,015
|
)
|
Increase / (decrease) in other long-term liabilities
|
|
|
12,332
|
|
|
|
17,753
|
|
|
|
35,878
|
|
Other, net
|
|
|
21,693
|
|
|
|
4,449
|
|
|
|
21,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
1,560,140
|
|
|
|
1,173,677
|
|
|
|
1,182,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(548,517
|
)
|
|
|
(517,776
|
)
|
|
|
(480,080
|
)
|
Purchases of intangible and other assets
|
|
|
(216,816
|
)
|
|
|
(241,373
|
)
|
|
|
(245,488
|
)
|
Purchases of non-current investments
|
|
|
(124,312
|
)
|
|
|
(313,889
|
)
|
|
|
(10,027
|
)
|
Proceeds from sale and redemption of non-current investments
|
|
|
101,341
|
|
|
|
660
|
|
|
|
9,534
|
|
Acquisitions of subsidiaries, net of cash acquired
|
|
|
(14,797
|
)
|
|
|
568
|
|
|
|
(29,209
|
)
|
Purchases of short-term investments
|
|
|
(6,562
|
)
|
|
|
(32,977
|
)
|
|
|
(377,591
|
)
|
Redemption of short-term investments
|
|
|
5,443
|
|
|
|
32,255
|
|
|
|
69,605
|
|
Proceeds from redemption of long-term bailment for consumption
to a related party
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
|
|
Short-term bailment for consumption to a related party
|
|
|
|
|
|
|
|
|
|
|
(90,000
|
)
|
Other, net
|
|
|
(4,629
|
)
|
|
|
(8,451
|
)
|
|
|
(10,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(758,849
|
)
|
|
|
(1,030,983
|
)
|
|
|
(1,163,926
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
|
|
|
239,913
|
|
|
|
|
|
Repayment of long-term debt
|
|
|
(131,005
|
)
|
|
|
(77,071
|
)
|
|
|
(29,042
|
)
|
Proceeds from short-term borrowings
|
|
|
15,249
|
|
|
|
62,274
|
|
|
|
138,214
|
|
Repayment of short-term borrowings
|
|
|
(15,351
|
)
|
|
|
(64,032
|
)
|
|
|
(138,149
|
)
|
Principal payments under capital lease obligations
|
|
|
(2,821
|
)
|
|
|
(2,837
|
)
|
|
|
(3,256
|
)
|
Payments to acquire treasury stock
|
|
|
(173,002
|
)
|
|
|
(136,846
|
)
|
|
|
(20,000
|
)
|
Dividends paid
|
|
|
(190,543
|
)
|
|
|
(203,839
|
)
|
|
|
(208,709
|
)
|
Other, net
|
|
|
(2
|
)
|
|
|
(3
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(497,475
|
)
|
|
|
(182,441
|
)
|
|
|
(260,945
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
27
|
|
|
|
(7,610
|
)
|
|
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
303,843
|
|
|
|
(47,357
|
)
|
|
|
(241,833
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
343,062
|
|
|
|
646,905
|
|
|
|
599,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
¥
|
646,905
|
|
|
¥
|
599,548
|
|
|
¥
|
357,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax refunds
|
|
¥
|
20,346
|
|
|
¥
|
21,999
|
|
|
¥
|
1,323
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest, net of amount capitalized
|
|
|
4,656
|
|
|
|
4,141
|
|
|
|
5,251
|
|
Income taxes
|
|
|
200,079
|
|
|
|
383,838
|
|
|
|
436,459
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired through capital lease obligations
|
|
|
2,579
|
|
|
|
2,334
|
|
|
|
2,347
|
|
Acquisitions of shares through share exchange
|
|
|
|
|
|
|
|
|
|
|
15,023
|
|
Acquisitions of exchangeable bonds through share exchange
|
|
|
|
|
|
|
|
|
|
|
20,821
|
|
Acquisitions of shares through conversion of exchangeable bonds
|
|
|
|
|
|
|
|
|
|
|
26,326
|
|
Retirement of treasury stock
|
|
|
187,387
|
|
|
|
163,526
|
|
|
|
27,936
|
|
See accompanying notes to consolidated financial statements.
F-8
NTT
DOCOMO, INC. AND SUBSIDIARIES
NTT DOCOMO, INC. and subsidiaries (DOCOMO) is a
joint stock corporation that was incorporated under the laws of
Japan in August 1991 as the wireless telecommunications arm of
NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT).
NTT, 33.71% of which is owned by the Japanese government, owns
63.12% of DOCOMOs issued stock and 66.43% of DOCOMOs
voting stock outstanding as of March 31, 2010.
DOCOMO provides its subscribers with wireless telecommunications
services such as FOMA (3G wireless services), mova (2G wireless
services), packet communications services (wireless data
communications services using packet switching) and satellite
mobile communications services, primarily on its own nationwide
networks. In addition, DOCOMO sells handsets and related
equipment primarily to agent resellers who in turn sell such
equipment to subscribers.
DOCOMO terminated Personal Handyphone System (PHS)
services on January 7, 2008. Also, DOCOMO plans to
terminate mova services on March 31, 2012.
|
|
2.
|
Summary
of significant accounting and reporting policies:
|
DOCOMO maintains its books and records and prepares its
statutory financial statements in conformity with the Japanese
Telecommunications Business Act and the related accounting
regulations and accounting principles generally accepted in
Japan, which differ in certain respects from accounting
principles generally accepted in the United States of America
(U.S. GAAP).
The accompanying consolidated financial statements are prepared
in accordance with U.S. GAAP and, therefore, reflect
certain adjustments to DOCOMOs books and records.
|
|
(1)
|
Adoption
of new accounting standards
|
Business
Combinations
Effective April 1, 2009, DOCOMO adopted the accounting
pronouncement issued in December 2007 relating to business
combinations. This pronouncement 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 the acquisition date. This pronouncement 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 the 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 the acquisition date
is required to be recognized and measured as a gain from a
bargain purchase. The adoption of this pronouncement did not
have a material impact on DOCOMOs results of operations
and financial position.
Noncontrolling
Interests in Consolidated Financial Statements
Effective April 1, 2009, DOCOMO adopted the accounting
pronouncement issued in December 2007 relating to noncontrolling
interests in the consolidated financial statements. This
pronouncement requires noncontrolling interests 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. This
pronouncement also requires changes in a parents ownership
interest while the parent retains its controlling financial
interest in its subsidiary be accounted for as equity
transactions. Upon the adoption of this pronouncement,
Noncontrolling
F-9
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
interests, which was previously referred to as
Minority interests and classified between
Total liabilities and Shareholders
equity in the consolidated balance sheets, is now included
as a separate component of Equity. In addition,
Net income in the consolidated statements of income
and comprehensive income now includes net income or loss
attributable to noncontrolling interests, which was previously
referred to as Minority interests and deducted. As a
result, the adoption of this pronouncement changed the
presentation and disclosure of noncontrolling interests in the
consolidated financial statements retrospectively, but did not
have a material impact on DOCOMOs results of operations
and financial position.
Fair
Value Measurements and Disclosures
In January 2010, Financial Accounting Standards Board
(FASB) issued Accounting Standards Update
(ASU)
2010-06
Fair Value Measurements and Disclosures (Topic 820):
Improving Disclosures about Fair Value Measurements.
ASU2010-06 requires disclosure of fair value measurements by
class instead of major category as well as significant transfers
between Level 1 and Level 2 and the reasons for the
transfers regarding assets and liabilities that are measured on
a recurring basis. The adoption of ASU2010-06 resulted in
expanded disclosure but did not have any impact on DOCOMOs
results of operations and financial position. See Note 18
for further discussion. ASU2010-06 will require separate
disclosures regarding the amounts of purchases, sales, issuances
and settlements in Level 3 fair value measurements. This
requirement is effective for fiscal years beginning after
December 15, 2010.
|
|
(2)
|
Significant
accounting policies
|
Principles
of consolidation
The consolidated financial statements include accounts of DOCOMO
and its majority-owned subsidiaries. All significant
intercompany balances and transactions are eliminated in
consolidation.
DOCOMO also evaluates whether DOCOMO has a controlling financial
interest in an entity through means other than voting rights and
accordingly determines whether DOCOMO should consolidate the
entity. For the years ended March 31, 2008, 2009 and 2010,
DOCOMO had no variable interest entities to be consolidated or
disclosed.
Use of
estimates
The preparation of DOCOMOs consolidated financial
statements in conformity with U.S. GAAP 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
consolidated financial statements, as well as the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. DOCOMO has
identified the following areas where it believes estimates and
assumptions are particularly critical to the consolidated
financial statements. These are determination of useful lives of
property, plant and equipment, internal use software and other
intangible assets, impairment of long-lived assets, impairment
of investments, accrued liabilities for point programs, pension
liabilities and revenue recognition.
During the year ended March 31 2009, DOCOMO decreased the
estimated useful lives of its long lived assets related to its
mova services. This change in accounting estimate was due to the
scheduled termination of mova services on March 31, 2012.
As mova subscribers have been steadily migrating to FOMA, DOCOMO
has decided to discontinue mova services and concentrate on FOMA
services. The change resulted in a decrease of
¥60,072 million in Income before income taxes
and equity in net income (losses) of affiliates,
¥35,563 million in Net income attributable to
NTT DOCOMO, INC. and ¥841.95 in Basic and
Diluted earnings per share attributable to NTT DOCOMO,
INC. in the accompanying consolidated statement of income
F-10
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
and comprehensive income for the year ended March 31, 2009.
The impact on the results of operations and financial position
for the year ended March 31, 2010 is not material. The
change is reflected prospectively and prior periods have not
been adjusted.
Cash and
cash equivalents
DOCOMO considers cash in banks and short-term highly liquid
investments with original maturities of 3 months or less at
the date of purchase to be cash and cash equivalents.
Short-term
investments
Highly liquid investments, which have original maturities of
longer than 3 months at the date of purchase and remaining
maturities of 1 year or less at the end of fiscal year, are
considered to be short-term investments.
Allowance
for doubtful accounts
The allowance for doubtful accounts is computed based on
historical bad debt experience and the estimated uncollectible
amount based on the analysis of certain individual accounts,
including claims in bankruptcy.
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 valuation adjustments as required.
Due to the rapid technological changes associated with the
wireless communications business, DOCOMO wrote down and disposed
of obsolete handsets during the years ended March 31, 2008,
2009 and 2010 resulting in losses totaling
¥16,946 million, ¥14,180 million and
¥18,539 million, respectively, which were included in
Cost of equipment sold in the accompanying
consolidated statements of income and comprehensive income.
Property,
plant and equipment
Property, plant and equipment are stated at cost and include
interest cost incurred during construction, as discussed below
in Capitalized interest. Property, plant and
equipment under capital leases are stated at the present value
of minimum lease payments. 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,
which are depreciated on a straight-line basis. Useful lives are
determined at the time the asset is acquired and are based on
its expected use, past 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 are adjusted as appropriate. Property,
plant and equipment held under capital leases and leasehold
improvements are amortized using either the straight-line method
or the declining-balance method, depending on the type of the
assets, over the shorter of the lease term or estimated useful
life of the asset.
The estimated useful lives of major depreciable assets are as
follows:
|
|
|
|
|
Major wireless telecommunications equipment
|
|
|
8 to 16 years
|
|
Steel towers and poles for antenna equipment
|
|
|
30 to 40 years
|
|
Reinforced concrete buildings
|
|
|
42 to 56 years
|
|
Tools, furniture and fixtures
|
|
|
4 to 15 years
|
|
F-11
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Depreciation and amortization expenses for the years ended
March 31, 2008, 2009 and 2010 were
¥579,101 million, ¥614,481 million, and
¥513,753 million, respectively.
When depreciable telecommunications equipment is retired or
abandoned in the normal course of business, the amounts of such
telecommunications equipment and its accumulated depreciation
are deducted from the respective accounts. Any remaining balance
is charged to expense immediately. DOCOMO estimates the fair
values of its asset retirement obligations to restore certain
leased land and buildings used for DOCOMOs wireless
telecommunications equipment to their original states. The
aggregate fair values of its asset retirement obligations do not
have a material impact on DOCOMOs results of operations or
financial position.
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. The rental costs associated with ground or
building operating leases that are incurred during a
construction period are expensed.
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 to investments in
affiliates where DOCOMO is able to exercise significant
influence over the investee, but does not have a controlling
financial interest. Under the equity method of accounting,
DOCOMO records its share of earnings and losses of the affiliate
and adjusts its carrying amount. 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. For some investees
accounted for under the equity method, DOCOMO records its share
of income or losses of such investees with up to 3 months
lag in its consolidated statements of income and comprehensive
income.
DOCOMO evaluates the recoverability of the carrying value of its
investments in affiliates, which includes investor level
goodwill, when there are indicators that a decline in value
below its carrying amount may be other than temporary. In
performing its evaluations, DOCOMO utilizes various information
including cash flow projections, independent valuations and, as
applicable, quoted market values to determine recoverable
amounts and the length of time an investments carrying
value exceeds its estimated current recoverable amount. 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 and other investments
Marketable securities consist of debt and equity securities.
DOCOMO determines the appropriate classification of its
investment securities at the time of purchase. DOCOMO
periodically reviews the carrying amounts of its marketable
securities for impairments that are other than temporary. If
this evaluation indicates that a decline in value is other than
temporary, the security is written down to its estimated fair
value. The impairment is charged to earnings and a new cost
basis for the security is established. To determine whether a
decline in value is other than temporary, DOCOMO considers
whether DOCOMO has the ability and intent to hold the investment
until a market price recovery and considers whether evidence
indicating the cost of the investment is recoverable outweighs
evidence to the contrary. Evidence considered in this assessment
includes the reasons for the decline in
F-12
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
value, the severity and duration of the decline, changes in
value subsequent to year-end, forecasted earnings performance of
the investee and the general market condition in the geographic
area or industry the investee operates in.
Equity securities held by DOCOMO, whose fair values are readily
determinable, are classified as available-for-sale.
Available-for-sale equity securities are carried at fair value
with unrealized holding gains or losses, net of applicable
taxes, included in Accumulated other comprehensive income
(loss). Realized gains and losses are determined using the
average cost method and are reflected currently in earnings.
Debt securities held by DOCOMO, which DOCOMO has the positive
intent and ability to hold to maturity, are classified as
held-to-maturity, and the other debt securities that may be sold
before maturity are classified as available-for-sale securities.
Held-to-maturity debt securities are carried at amortized cost.
Available-for-sale debt securities are carried at fair value
with unrealized holding gains or losses, net of applicable
taxes, included in Accumulated other comprehensive income
(loss). Realized gains and losses are determined using the
first-in,
first-out cost method and are reflected currently in earnings.
Debt securities with original maturities of 3 months or
less at the date of purchase are recorded as Cash and cash
equivalents, while those with original maturities of
longer than 3 months at the date of purchase and remaining
maturities of 1 year or less at the end of fiscal year are
recorded as Short-term investments in the
consolidated balance sheets.
DOCOMO did not hold or transact any trading securities during
the years ended March 31, 2008, 2009 and 2010.
Other investments include equity securities whose fair values
are not readily determinable. 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 currently in earnings.
Goodwill
and other intangible assets
Goodwill is the excess of the acquisition cost of businesses
over the fair value of the identifiable net assets acquired.
Other intangible assets primarily consist of software for
telecommunications network, internal-use software, software
acquired to be used in manufacture of handsets and rights to use
certain telecommunications facilities of wireline operators.
DOCOMO does not amortize either goodwill, including investor
level goodwill related to the investments accounted for under
the equity method, or other intangible assets acquired in a
purchase business combination and determined to have an
indefinite useful life. However, (1) goodwill, except those
related to equity method investments, and (2) other
intangible assets that have indefinite useful lives are tested
for impairment at least annually.
The goodwill impairment test is a two-step test. Under the first
step, the fair value of the reporting unit is compared with its
carrying value (including goodwill). If the fair value of the
reporting unit is less than its carrying value, an indication of
goodwill impairment exists for the reporting unit and DOCOMO
performs the second step of the impairment test (measurement).
Under the second step, an impairment loss is recognized for any
excess of the carrying amount of the reporting units
goodwill over the implied fair value of that goodwill. The
implied fair value of goodwill is determined by allocating the
fair value of the reporting unit in a manner similar to a
purchase price allocation. If the fair value of the reporting
unit exceeds its carrying value, the second step does not need
to be performed.
F-13
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Goodwill related to equity method investments is tested for
impairment as a part of the other-than-temporary impairment
assessment of the equity method investment as a whole.
Intangible assets that have finite useful lives, consisting
primarily of software for telecommunications network,
internal-use software, software acquired to be used in
manufacture of handsets and rights to use telecommunications
facilities of wireline operators are amortized on a
straight-line basis over their useful lives.
DOCOMO capitalizes the cost of internal-use software which has a
useful life in excess of 1 year. Subsequent costs for
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 acquired
to be used in the manufacture of handsets is capitalized if the
technological feasibility of the handset to be ultimately
marketed has been established at the time of purchase. Software
maintenance and training costs are expensed in the period in
which they are incurred. Capitalized software costs are being
amortized over a period of 5 years at a maximum.
Customer related assets principally consist of contractual
customer relationships in the mobile phone business that were
recorded in connection with the acquisition of noncontrolling
interests of the regional subsidiaries in November 2002 through
the process of identifying separable intangible assets apart
from goodwill. The customer related assets had been amortized
over 6 years, which was the expected term of subscription
in mobile phone business.
Amounts capitalized related to rights to use certain
telecommunications assets of wireline operators, primarily NTT,
are amortized over 20 years.
Impairment
of long-lived assets
DOCOMOs long-lived assets other than goodwill, such as
property, plant and equipment, software and intangibles subject
to amortization, 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 for use
is evaluated by a comparison of the carrying amount of the asset
with future undiscounted cash flows expected to be generated by
the asset or asset group. If the asset (or asset group) is
determined to be impaired, the loss recognized is the amount by
which the carrying value of the asset (or asset group) exceeds
its fair value as measured through various valuation techniques,
including discounted cash flow models, quoted market value and
third-party independent appraisals, as considered necessary.
Hedging
activities
DOCOMO uses derivative instruments including interest rate swap
agreements, foreign currency swap contracts and foreign exchange
forward contracts and other financial instruments in order to
manage its exposure to fluctuations in interest rates and
foreign exchange rates. DOCOMO does not hold or issue derivative
instruments for trading purposes.
These financial instruments are effective in meeting the risk
reduction objectives of DOCOMO by generating either transaction
gains and losses which offset transaction gains and losses of
the hedged items or cash flows which offset the cash flows
related to the underlying position in respect of amount and
timing.
All derivative instruments are recorded on the consolidated
balance sheets at fair value. The recorded fair values of
derivative instruments represent the amounts that DOCOMO would
receive or pay to terminate the contracts at each fiscal year
end.
F-14
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For derivative instruments that qualify as fair value hedge
instruments, the changes in fair value of the derivative
instruments are recognized currently in earnings, which offset
the changes in fair value of the related hedged assets or
liabilities that are also recognized in earnings of the period.
For derivative instruments that qualify as cash flow hedge
instruments, the changes in fair value of the derivative
instruments are initially recorded in Accumulated other
comprehensive income (loss) and reclassified into earnings
when the relevant hedged transaction is realized.
For derivative instruments that do not qualify as hedging
instruments, the changes in fair value of the derivative
instruments are recognized currently in earnings.
DOCOMO discontinues hedge accounting when it is determined that
the derivative instruments or other financial instruments are no
longer highly effective as a hedge or when DOCOMO decides to
discontinue the hedging relationship.
Cash flows from derivative instruments that are designated as
qualifying hedges are classified in the consolidated statements
of cash flows under the same categories as the cash flows from
the relevant assets, liabilities or anticipated transactions.
Accrued
liabilities for point programs
DOCOMO offers docomo Points Service, which provides
benefits, including discount on handset, to customers in
exchange for points that we grant customers based on the usage
of cellular and other services and record Accrued
liabilities for point programs relating to the points that
customers earn. In determining the accrued liabilities for point
programs, DOCOMO estimates such factors as the point utilization
rate reflecting the forfeitures by, among other things,
cancellation of subscription.
Employees
retirement benefit plans
DOCOMO recognizes the funded status of its benefit plans,
measured as the difference between the plan assets at fair value
and the benefit obligation, in the consolidated balance sheets.
Changes in the funded status are recognized as changes in
comprehensive income during the fiscal period in which such
changes occur.
Pension benefits earned during the year as well as interest on
projected benefit obligations are accrued currently. Net losses
in excess of 10% of the greater of the projected benefit
obligation or the fair value of plan assets and prior service
cost, both of which are included in Accumulated other
comprehensive income (loss), are amortized to earnings
over the expected average remaining service period of employees
on a straight-line basis.
Revenue
recognition
DOCOMO primarily generates revenues from two
sourceswireless services and equipment sales. These
revenue sources are separate and distinct earnings processes.
Wireless service is sold to the subscriber directly or through
third-party resellers who act as agents, while equipment,
including handsets, are sold principally to agent resellers.
DOCOMO sets its wireless services rates in accordance with the
Japanese Telecommunications Business Act and government
guidelines, which currently allow wireless telecommunications
operators to set their own tariffs without government approval.
Wireless service revenues primarily consist of basic monthly
charges, airtime charges and fees for activation.
F-15
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Basic monthly charges and airtime charges are recognized as
revenues at the time the service is provided to the subscribers.
DOCOMOs monthly billing plans for cellular (FOMA and mova)
services generally include a certain amount of allowances (free
minutes
and/or
packets), and the used amount of the allowances is subtracted
from total usage in calculating the airtime revenue from a
subscriber for the month. DOCOMO offers a billing arrangement
called Nikagetsu Kurikoshi (2 month
carry-over), in which the unused allowances are automatically
carried over for up to the following two months. In addition,
DOCOMO offers an arrangement which enables the unused allowances
that were carried over for two months to be automatically used
to cover the airtime
and/or
packet fees exceeding the allowances of the other subscriptions
in the Family Discount group, a discount billing
arrangement for families. Out of the unused allowance in a
month, DOCOMO defers the revenues based on the portion which is
estimated to be used in the following two months. As for the
portion which is estimated to expire, DOCOMO recognizes the
revenue attributable to such portion of allowances ratably as
the remaining allowances are utilized, in addition to the
revenue recognized when subscribers make calls or utilize data
transmissions.
Equipment sales are recognized as revenues when equipment is
accepted by agent resellers and all inventory risk is
transferred from DOCOMO. Certain commissions paid to agent
resellers are recognized as a reduction of revenue upon delivery
of the equipment to such agent resellers.
DOCOMO enables subscribers to select installment payments for
the purchase of the handset over a period of 12 or
24 months. When installment payments are selected, under
agreements entered into among DOCOMO, subscribers and agent
resellers, DOCOMO provides financing by providing funds for the
purchase of the handset by the subscribers. DOCOMO then includes
current installments for the receivable for the purchased
handset with basic monthly charges and airtime charges for the
installment payment term. This is a separate contract from the
wireless services contract between DOCOMO and the subscriber or
the handset purchase agreement between the agent reseller and
the subscriber, and cash collection from the subscriber is the
recovery of the cash payment. Therefore, cash collection from
subscribers for the purchased handsets does not have an impact
on DOCOMOs revenue.
Non-recurring upfront fees such as activation fees are deferred
and recognized as revenues over the estimated average period of
the subscription for each service. The related direct costs are
also deferred to the extent of the related upfront fee amount
and are amortized over the same period.
Deferred revenue and deferred charges as of March 31, 2009
and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Current deferred revenue
|
|
|
¥ 104,287
|
|
|
|
¥ 84,848
|
|
Long-term deferred revenue
|
|
|
72,542
|
|
|
|
71,085
|
|
Current deferred charges
|
|
|
16,606
|
|
|
|
12,657
|
|
Long-term deferred charges
|
|
|
72,542
|
|
|
|
71,085
|
|
Current deferred revenue is included in Other current
liabilities in the consolidated balance sheets.
Selling,
general and administrative expenses
Selling, general and administrative expenses primarily include
commissions paid to sales agents, expenses associated with point
programs, advertising expenses, as well as other expenses such
as payroll and related benefit costs of personnel not directly
involved in the operations and maintenance process. Commissions
paid to sales agents represent the largest portion of selling,
general and administrative expenses.
F-16
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income
taxes
Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and operating loss
and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the
enactment date.
DOCOMO determines whether it is more likely than not that a tax
position will be sustained and, if any, DOCOMO determines the
amount of tax benefit to recognize in the financial statements.
DOCOMO has elected to classify interest and penalties related to
unrecognized tax benefits, if and when required, as part of
income tax expense in the consolidated statements of income and
comprehensive income.
Earnings
per share attributable to NTT DOCOMO, INC.
Basic earnings per share attributable to NTT DOCOMO, INC.
include no dilution and are 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 attributable to NTT DOCOMO, INC. assume 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.
DOCOMO did not issue dilutive securities during the years ended
March 31, 2008, 2009 and 2010, and therefore there is no
difference between basic and diluted earnings per share
attributable to NTT DOCOMO, INC.
Foreign
currency translation
All asset and liability accounts of foreign subsidiaries and
affiliates are translated into Japanese yen at appropriate
year-end current rates and all income and expense accounts are
translated at rates that approximate those rates prevailing at
the time of the transactions. The accompanying translation
adjustments are included in Accumulated other
comprehensive income (loss).
Foreign currency receivables and payables of DOCOMO are
translated at appropriate year-end current rates and the
accompanying translation gains or losses are included in
earnings currently.
The effects of exchange rate fluctuations from the initial
transaction date to the settlement date are recorded as exchange
gain or loss, which are included in Other income
(expense) in the accompanying consolidated statements of
income and comprehensive income.
Certain reclassifications are made to the prior years
consolidated financial statements to conform to the presentation
used for the year ended March 31, 2010.
F-17
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
Cash and
cash equivalents:
|
Cash and cash equivalents as of March 31, 2009
and 2010 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Cash
|
|
|
¥ 349,564
|
|
|
|
¥ 277,715
|
|
Certificates of deposit
|
|
|
160,000
|
|
|
|
40,000
|
|
Bailment for consumption
|
|
|
60,000
|
|
|
|
20,000
|
|
Other
|
|
|
29,984
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
¥ 599,548
|
|
|
|
¥ 357,715
|
|
|
|
|
|
|
|
|
|
|
Information regarding Bailment for consumption is
disclosed in Note 13.
Inventories as of March 31, 2009 and 2010
comprised the following:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Telecommunications equipment to be sold
|
|
|
¥ 121,315
|
|
|
|
¥ 137,145
|
|
Materials and supplies
|
|
|
239
|
|
|
|
995
|
|
Other
|
|
|
1,652
|
|
|
|
3,137
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
¥ 123,206
|
|
|
|
¥ 141,277
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Investments
in affiliates:
|
Sumitomo
Mitsui Card Co., Ltd.
As of March 31, 2009 and 2010, DOCOMO held 34% of the
outstanding common shares of Sumitomo Mitsui Card Co., Ltd.
(Sumitomo Mitsui Card). DOCOMO entered into an
agreement with Sumitomo Mitsui Card, Sumitomo Mitsui Financial
Group, Inc. and Sumitomo Mitsui Banking Corporation to jointly
promote the credit transaction services which use mobile phones
compatible with Osaifu-Keitai (wallet-phone) service.
Philippine
Long Distance Telephone Company
As of March 31, 2009 and 2010, DOCOMO held approximately
14% of the outstanding common shares of Philippine Long Distance
Telephone Company (PLDT), a telecommunication
operator in the Philippines. PLDT is a public company listed on
the Philippine Stock Exchange and the New York Stock Exchange.
On March 14, 2006, DOCOMO acquired approximately 7% of
PLDTs outstanding common shares for
¥52,213 million from NTT Communications Corporation
(NTT Com), a subsidiary of NTT and accounted for the
investment under the cost method. From March 2007 to February
2008, DOCOMO acquired approximately an additional 7% common
equity interest for ¥98,943 million in the market.
Together with the PLDT common shares continued to be held by NTT
Com, on a consolidated basis NTT held approximately 21% of the
total outstanding common shares of PLDT.
F-18
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In accordance with an agreement entered into on January 31,
2006 between PLDT and its major shareholders, including NTT Com
and DOCOMO, DOCOMO has the right to exercise the entire 21%
voting rights associated with the ownership interest
collectively held by DOCOMO and NTT Com. As DOCOMO obtained the
ability to exercise significant influence over PLDT, DOCOMO has
accounted for the investment by applying the equity method from
the date of the initial acquisition of PLDT shares. The prior
period financial statements have not been retroactively adjusted
to reflect the application of the equity method from the date of
the initial investments because the impact on results of
operations and net equity of DOCOMO is not material to the prior
or current period financial statements presented.
DOCOMO determined the fair value of tangible, intangible and
other assets and liabilities of PLDT with the assistance of an
independent third party appraiser in order to recognize and
account for DOCOMOs share of identifiable intangible
assets and embedded goodwill of its investment in equity in
PLDT. During the year ended March 31, 2009, upon the
completion of the evaluation, adjustments to reflect the
earnings impact of the final allocation of the investment in
PLDT were charged to equity in net income (loss) of affiliates.
As a result, Equity in net income (losses) of affiliates,
net of applicable taxes in the consolidated statements of
income and comprehensive income for the year ended
March 31, 2009 decreased by ¥4,817 million and
Investments in affiliates in consolidated balance
sheets as of March 31, 2009 decreased by
¥8,137 million.
DOCOMOs carrying amount of its investment in PLDT was
¥109,042 million and ¥105,944 million as of
March 31, 2009 and 2010, respectively. The aggregate market
price of the PLDT shares owned by DOCOMO was
¥119,801 million and ¥134,088 million as of
March 31, 2009 and 2010, respectively.
Tata
Teleservices Limited
As of March 31, 2009 and 2010, DOCOMO held approximately
26% of the outstanding common shares of Tata Teleservices
Limited (TTSL), which were acquired for
¥252,321 million.
On November 12, 2008, DOCOMO entered into a capital
alliance with TTSL and Tata Sons Limited, the parent company of
TTSL. On March 25, 2009, DOCOMO acquired the outstanding
common shares of TTSL pursuant to the capital alliance and
accounted for the investment by applying the equity method.
DOCOMO determined the fair value of tangible, intangible and
other assets and liabilities of TTSL with the assistance of an
independent third party appraiser in order to recognize and
account for DOCOMOs share of identifiable intangible
assets and embedded goodwill of its investment in equity in
TTSL. During the year ended March 31, 2010, upon the
completion of the evaluation, adjustments to reflect the
earnings impact of the final allocation of the investment in
TTSL were charged to equity in net income (loss) of affiliates.
As a result, Equity in net income (losses) of affiliates,
net of applicable taxes in the consolidated statements of
income and comprehensive income for the year ended
March 31, 2010 decreased by ¥2,788 million and
Investments in affiliates in the consolidated
balance sheets as of March 31, 2010 decreased by
¥4,710 million.
Impairment
DOCOMO evaluates the recoverability of the carrying value of its
investments in affiliates including those mentioned above when
there are indications that a decline in value below carrying
amount may be other than temporary. As a result of such
evaluations, DOCOMO recorded impairment charges for
other-than-temporary declines during the years ended
March 31, 2008 and 2009. The impairments did not have a
material impact on DOCOMOs results of operations or
financial position. The impairment charges are included in
Equity in net income (losses) of affiliates, net of
applicable taxes in the accompanying statements of income
and comprehensive income. DOCOMO has determined that the
estimated fair values of each of its investments in affiliates
as of March 31, 2010 are not less than the related carrying
values on an individual basis.
F-19
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
All of the equity method investees, except for PLDT, are
privately held companies as of March 31, 2010.
DOCOMOs cumulative share of the earnings or losses of
affiliates, less amounts distributed by affiliates as dividends,
was ¥8,469 million, ¥10,346 million and
¥11,967 million, as of March 31, 2008, 2009 and
2010, respectively. Dividends received from affiliates were
¥15,349 million, ¥15,500 million and
¥12,854 million for the years ended March 31,
2008, 2009 and 2010, respectively. DOCOMO does not have
significant business transactions with its affiliates.
The total carrying value of DOCOMOs Investments in
affiliates in the accompanying consolidated balance sheets
as of March 31, 2009 and 2010 was greater by
¥210,600 million and ¥421,132 million,
respectively, than its aggregate underlying equity in net assets
of such affiliates as of the date of the most recent available
financial statements of the investees. The difference mainly
consisted of goodwill and amortizable intangible assets. The
difference as of March 31, 2009 does not include the effect
of the investment in TTSL, which was made on March 25, 2009.
|
|
6.
|
Marketable
securities and other investments:
|
Marketable securities and other investments as of
March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
¥ 112,967
|
|
|
|
¥ 136,631
|
|
Other investments
|
|
|
28,582
|
|
|
|
14,395
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
¥ 141,549
|
|
|
|
¥ 151,026
|
|
Less: Available-for-sale securities classified as
Short-term investments
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities and other investments (Non-current)
|
|
|
¥ 141,544
|
|
|
|
¥ 151,026
|
|
|
|
|
|
|
|
|
|
|
Maturities of debt securities classified as available-for-sale
as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
amount
|
|
|
value
|
|
|
amount
|
|
|
value
|
|
|
Due within 1 year
|
|
¥
|
5
|
|
|
¥
|
5
|
|
|
¥
|
|
|
|
¥
|
|
|
Due after 1 year through 5 years
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
4
|
|
Due after 5 years through 10 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after 10 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
5
|
|
|
¥
|
5
|
|
|
¥
|
4
|
|
|
¥
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The aggregate cost, gross unrealized holding gains and losses
and fair value by type of available-for-sale securities as of
March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
|
Cost / Amortized
|
|
|
Gross unrealized
|
|
|
Gross unrealized
|
|
|
|
|
|
|
cost
|
|
|
holding gains
|
|
|
holding losses
|
|
|
Fair value
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
118,509
|
|
|
¥
|
1,352
|
|
|
¥
|
6,899
|
|
|
¥
|
112,962
|
|
Debt securities
|
|
|
5
|
|
|
|
0
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Cost / Amortized
|
|
|
Gross unrealized
|
|
|
Gross unrealized
|
|
|
|
|
|
|
cost
|
|
|
holding gains
|
|
|
holding losses
|
|
|
Fair value
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
121,308
|
|
|
¥
|
20,257
|
|
|
¥
|
4,938
|
|
|
¥
|
136,627
|
|
Debt securities
|
|
|
4
|
|
|
|
|
|
|
|
0
|
|
|
|
4
|
|
The proceeds and gross realized gains (losses) from the sale of
available-for-sale securities and other investments for the
years ended March 31, 2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Proceeds
|
|
|
¥ 896
|
|
|
|
¥ 660
|
|
|
|
¥ 71,640
|
|
Gross realized gains
|
|
|
748
|
|
|
|
377
|
|
|
|
5,627
|
|
Gross realized losses
|
|
|
(2
|
)
|
|
|
(267
|
)
|
|
|
(4,934
|
)
|
Gross unrealized holding losses on and fair value of
available-for-sale securities and cost method investments
included in other investments as of March 31, 2009 and
2010, aggregated by investment category and length of time
during which individual securities were in a continuous
unrealized loss position were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
|
Less than
|
|
|
12 months
|
|
|
|
|
|
|
12 months
|
|
|
or longer
|
|
|
Total
|
|
|
|
|
|
|
Gross unrealized
|
|
|
|
|
|
Gross unrealized
|
|
|
|
|
|
Gross unrealized
|
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
62,405
|
|
|
¥
|
6,899
|
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
62,405
|
|
|
¥
|
6,899
|
|
Cost method investments
|
|
|
438
|
|
|
|
1,398
|
|
|
|
35
|
|
|
|
68
|
|
|
|
473
|
|
|
|
1,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Less than
|
|
|
12 months
|
|
|
|
|
|
|
12 months
|
|
|
or longer
|
|
|
Total
|
|
|
|
|
|
|
Gross unrealized
|
|
|
|
|
|
Gross unrealized
|
|
|
|
|
|
Gross unrealized
|
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Fair value
|
|
|
holding losses
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
18,156
|
|
|
¥
|
2,302
|
|
|
¥
|
19,835
|
|
|
¥
|
2,636
|
|
|
¥
|
37,991
|
|
|
¥
|
4,938
|
|
Debt securities
|
|
|
4
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
0
|
|
Cost method investments
|
|
|
|
|
|
|
|
|
|
|
276
|
|
|
|
1,309
|
|
|
|
276
|
|
|
|
1,309
|
|
F-21
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Other investments include long-term investments in various
privately held companies.
For long-term investments in various privately held companies
for which there are no quoted market prices, a reasonable
estimate of fair value could not be made without incurring
excessive costs. Accordingly, DOCOMO believes that it is not
practicable to disclose estimated fair values of these cost
method investments. Unless DOCOMO identifies events or changes
in circumstances that may have had a significant adverse effect
on the fair value of these investments, the fair value of such
cost method investments are not estimated.
The aggregate carrying amount of cost method investments
included in other investments and the aggregate carrying amount
of investments whose fair values were not evaluated for
impairment as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Cost method investments included in other investments
|
|
|
¥ 28,538
|
|
|
|
¥ 14,351
|
|
Including: Investments whose fair values were not evaluated for
impairment
|
|
|
25,709
|
|
|
|
9,918
|
|
The amount of other-than-temporary impairment of marketable
securities and other investments is disclosed in Note 12.
DOCOMO held approximately 11% of the outstanding common shares
of KT Freetel Co., Ltd. (KTF) as of March 31,
2009, with the initial acquisition cost of
¥65,602 million. On January 20, 2009, DOCOMO
agreed with KT Corporation (KT) that DOCOMO would
exchange 40% of its KTF shareholding for KT common shares and
the remaining 60% for KT exchangeable bonds in connection with
the proposed merger between KT and KTF. Therefore, DOCOMO
determined that the decline in value of KTF shares was other
than temporary and recognized ¥26,313 million of
impairment loss on the investment in KTF shares based on its
fair value as of March 31, 2009. The loss is recorded in
other income (expense) under the line item Other,
net in the consolidated statement of income and
comprehensive income for the year ended March 31, 2009.
The exchange of KTF shares for KT exchangeable bonds and for KT
common shares was carried out on May 27, 2009 and
June 1, 2009, respectively. KT exchangeable bonds were
acquired for ¥20,821 million and DOCOMO recognized
¥2,753 million of realized loss. KT common shares were
acquired for ¥15,023 million and DOCOMO recognized
¥692 million of realized loss. The exchange of KT
exchangeable bonds for KT ADRs was carried out on
December 14, 2009. KT ADRs were acquired for
¥26,326 million and DOCOMO recognized
¥5,477 million of realized gain. These amounts are
included in the table of proceeds and gross realized gains
(losses) from the sale of available-for-sale securities and
other investments for the year ended March 31, 2010 which
is presented above.
|
|
7.
|
Goodwill
and other intangible assets:
|
Goodwill
The majority of DOCOMOs goodwill was recognized when
DOCOMO purchased all the remaining noncontrolling interests in
its eight regional subsidiaries through share exchanges and made
these subsidiaries wholly owned in November 2002.
F-22
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The changes in the carrying amount of goodwill by business
segment for the years ended March 31, 2009 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
|
Mobile phone
|
|
|
Miscellaneous
|
|
|
|
|
|
|
business
|
|
|
businesses
|
|
|
Consolidated
|
|
|
Balance at beginning of year
|
|
¥
|
139,890
|
|
|
¥
|
18,999
|
|
|
¥
|
158,889
|
|
Goodwill acquired during the year
|
|
|
18
|
|
|
|
102
|
|
|
|
120
|
|
Goodwill decreased during the year
|
|
|
(0
|
)
|
|
|
(344
|
)
|
|
|
(344
|
)
|
Foreign currency translation adjustment
|
|
|
(1,293
|
)
|
|
|
(2,987
|
)
|
|
|
(4,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
¥
|
138,615
|
|
|
¥
|
15,770
|
|
|
¥
|
154,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Mobile phone
|
|
|
Miscellaneous
|
|
|
|
|
|
|
business
|
|
|
businesses
|
|
|
Consolidated
|
|
|
Balance at beginning of year
|
|
¥
|
138,615
|
|
|
¥
|
15,770
|
|
|
¥
|
154,385
|
|
Goodwill acquired during the year
|
|
|
|
|
|
|
43,456
|
|
|
|
43,456
|
|
Goodwill increased during the year
|
|
|
|
|
|
|
345
|
|
|
|
345
|
|
Foreign currency translation adjustment
|
|
|
60
|
|
|
|
190
|
|
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
¥
|
138,675
|
|
|
¥
|
59,761
|
|
|
¥
|
198,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information regarding operating segments is discussed in
Note 14.
The main component of goodwill acquired during the year ended
March 31, 2010 was ¥40,030 million associated
with the acquisition of 51.0% shares of OAK LAWN MARKETING, INC.
Other
intangible assets
Other intangible assets, as of March 31, 2009 and 2010
comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
|
Gross carrying
|
|
|
Accumulated
|
|
|
Net carrying
|
|
|
|
amount
|
|
|
amortization
|
|
|
amount
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Software for telecommunications network
|
|
¥
|
691,124
|
|
|
¥
|
464,579
|
|
|
¥
|
226,545
|
|
Internal-use software
|
|
|
939,103
|
|
|
|
673,258
|
|
|
|
265,845
|
|
Software acquired to be used in the manufacture of handsets
|
|
|
124,954
|
|
|
|
58,273
|
|
|
|
66,681
|
|
Customer related assets
|
|
|
50,949
|
|
|
|
50,949
|
|
|
|
|
|
Rights to use telecommunications facilities of wireline operators
|
|
|
20,820
|
|
|
|
9,604
|
|
|
|
11,216
|
|
Other
|
|
|
11,649
|
|
|
|
3,208
|
|
|
|
8,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangible assets
|
|
¥
|
1,838,599
|
|
|
¥
|
1,259,871
|
|
|
¥
|
578,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Gross carrying
|
|
|
Accumulated
|
|
|
Net carrying
|
|
|
|
amount
|
|
|
amortization
|
|
|
amount
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Software for telecommunications network
|
|
¥
|
783,874
|
|
|
¥
|
540,767
|
|
|
¥
|
243,107
|
|
Internal-use software
|
|
|
1,014,142
|
|
|
|
740,675
|
|
|
|
273,467
|
|
Software acquired to be used in the manufacture of handsets
|
|
|
158,738
|
|
|
|
77,877
|
|
|
|
80,861
|
|
Rights to use telecommunications facilities of wireline operators
|
|
|
18,193
|
|
|
|
6,380
|
|
|
|
11,813
|
|
Other
|
|
|
21,844
|
|
|
|
6,123
|
|
|
|
15,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangible assets
|
|
¥
|
1,996,791
|
|
|
¥
|
1,371,822
|
|
|
¥
|
624,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and trade names
|
|
|
|
|
|
|
|
|
|
¥
|
3,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unamortizable intangible assets
|
|
|
|
|
|
|
|
|
|
¥
|
3,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
¥
|
628,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of amortizable intangible assets acquired during the
year ended March 31, 2010 was ¥235,273 million,
the main components of which were software for
telecommunications network in the amount of
¥95,638 million and internal-use software in the
amount of ¥94,651 million. The weighted-average
amortization period of such software for telecommunications
network and internal-use software is 5.0 years and
4.8 years, respectively. Amortization of intangible assets
for the years ended March 31, 2008, 2009 and 2010 was
¥197,324 million, ¥189,678 million and
¥187,393 million, respectively. Estimated amortization
of existing intangible assets for fiscal years ending
March 31, 2011, 2012, 2013, 2014 and 2015 is
¥191,361 million, ¥144,658 million,
¥102,016 million, ¥68,438 million, and
¥35,196 million, respectively. The weighted-average
amortization period of the intangible assets acquired during the
year ended March 31, 2010 is 5.1 years.
The amount of unamortizable intangible assets acquired during
the year ended March 31, 2010 was ¥3,722 million,
the component of which was trademarks and trade names. DOCOMO
did not hold unamortizable intangible assets as of
March 31, 2009.
Other assets as of March 31, 2009 and 2010
comprised the following:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Deposits
|
|
¥
|
81,557
|
|
|
¥
|
79,151
|
|
Deferred customer activation costs
|
|
|
72,542
|
|
|
|
71,085
|
|
Installment receivables for handsets (Non-current)
|
|
|
96,799
|
|
|
|
85,753
|
|
Allowance for doubtful accounts
|
|
|
(1,350
|
)
|
|
|
(4,047
|
)
|
Other
|
|
|
23,892
|
|
|
|
25,969
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
273,440
|
|
|
¥
|
257,911
|
|
|
|
|
|
|
|
|
|
|
F-24
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
9.
|
Short-term
borrowings and long-term debt:
|
Short-term borrowings, excluding the current portion of
long-term debt as of March 31, 2009 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Short-term borrowings denominated in Euro:
|
|
|
|
|
|
|
|
|
Unsecured short-term loans from financial institutions
|
|
¥
|
|
|
|
¥
|
78
|
|
(Year ended March 31, 2010 weighted-average
interest of 7.6% per annum)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term borrowings
|
|
¥
|
|
|
|
¥
|
78
|
|
|
|
|
|
|
|
|
|
|
Long-term debt as of March 31, 2009 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Debt denominated in Japanese Yen:
|
|
|
|
|
|
|
|
|
Unsecured corporate bonds
|
|
¥
|
572,233
|
|
|
¥
|
572,097
|
|
(Year ended March 31, 2009 interest rates per
annum : 1.0%-2.0%, due : years ending March 31,
2011-2019)
|
|
|
|
|
|
|
|
|
(Year ended March 31, 2010 interest rates per
annum : 1.0%-2.0%, due : years ending March 31,
2011-2019)
|
|
|
|
|
|
|
|
|
Unsecured indebtedness to financial institutions
|
|
|
67,000
|
|
|
|
38,000
|
|
(Year ended March 31, 2009 interest rates per
annum : 1.0%-1.5%, due : years ending March 31,
2010-2013)
|
|
|
|
|
|
|
|
|
(Year ended March 31, 2010 interest rates per
annum : 1.3%-1.5%, due : years ending March 31,
2011-2013)
|
|
|
|
|
|
|
|
|
Debt denominated in Euro:
|
|
|
|
|
|
|
|
|
Unsecured indebtedness to financial institutions
|
|
|
|
|
|
|
172
|
|
(Year ended March 31, 2010 variable rate per
annum : 4.6% as of March 31, 2010, due : year ending
March 31, 2012)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
¥
|
639,233
|
|
|
¥
|
610,269
|
|
Less: Current portion
|
|
|
(29,000
|
)
|
|
|
(180,716
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
¥
|
610,233
|
|
|
¥
|
429,553
|
|
|
|
|
|
|
|
|
|
|
DOCOMO issued ¥240,000 million unsecured corporate
bonds in total during the year ended March 31, 2009.
Interest rates on DOCOMOs borrowings are mainly fixed.
DOCOMO uses interest rate swap transactions, under which DOCOMO
receives fixed rate interest payments and pays floating rate
interest payments, to hedge the changes in fair value of certain
debt as a part of its asset-liability management (ALM).
Information relating to interest rate swap contracts is
disclosed in Note 19. Interest costs related specifically
to short-term borrowings and long-term debt for the years ended
March 31, 2008, 2009 and 2010 totaled
¥5,882 million, ¥7,187 million and
¥7,441 million, respectively. Interest
expense in the consolidated statements of income and
comprehensive income excludes the amounts of capitalized
interest.
F-25
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The aggregate amounts of annual maturities of long-term debt as
of March 31, 2010, were as follows:
|
|
|
|
|
|
|
Millions of
|
|
Year ending March 31,
|
|
yen
|
|
|
2011
|
|
¥
|
180,716
|
|
2012
|
|
|
174,553
|
|
2013
|
|
|
75,000
|
|
2014
|
|
|
70,000
|
|
2015
|
|
|
|
|
Thereafter
|
|
|
110,000
|
|
|
|
|
|
|
Total
|
|
¥
|
610,269
|
|
|
|
|
|
|
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.
The distributable amount available for the payments of dividends
to shareholders as of March 31, 2010 was
¥3,213,669 million and was included in
Additional paid-in capital and Retained
earnings.
In the general meeting of shareholders held on June 18,
2010, the shareholders approved cash dividends of
¥108,175 million or ¥2,600 per share, payable to
shareholders recorded as of March 31, 2010, which were
declared by the board of directors on April 28, 2010.
In order to improve capital efficiency and to implement flexible
capital policies in accordance with the business environment,
DOCOMO acquires treasury stock.
With regard to the acquisition of treasury stock, the Corporate
Law of Japan provides that (i) it can be done according to
the resolution of the general meeting of shareholders, and
(ii) the acquisition of treasury stock through open market
transactions can be done according to the resolution of the
board of directors if the articles of incorporation contain such
a provision. The provision is stipulated in DOCOMOs
articles of incorporation.
Issued
shares and treasury stock
DOCOMO acquired treasury stock at the request of dissenting
shareholders, made pursuant to paragraph (1) of
Article 797 of the Corporate Law of Japan, against the
merger under which its eight regional subsidiaries were
dissolved and merged into DOCOMO as of July 1, 2008.
F-26
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The changes in the number of issued shares and treasury stock
for the years ended March 31, 2008, 2009 and 2010 were as
follows, where fractional shares are rounded off:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
issued shares
|
|
|
treasury stock
|
|
|
As of March 31, 2007
|
|
|
45,880,000
|
|
|
|
2,286,356
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock based on the resolution by the
general meeting of shareholders
|
|
|
|
|
|
|
965,666
|
|
Acquisition of fractional shares
|
|
|
|
|
|
|
51
|
|
Retirement of treasury stock
|
|
|
(1,010,000
|
)
|
|
|
(1,010,000
|
)
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008
|
|
|
44,870,000
|
|
|
|
2,242,073
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock based on the resolution by the
general meeting of shareholders
|
|
|
|
|
|
|
856,405
|
|
Acquisition of treasury stock at the request of dissenting
shareholders against the merger
|
|
|
|
|
|
|
11,711
|
|
Acquisition of fractional shares
|
|
|
|
|
|
|
4
|
|
Retirement of treasury stock
|
|
|
(920,000
|
)
|
|
|
(920,000
|
)
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009
|
|
|
43,950,000
|
|
|
|
2,190,193
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock based on the resolution of the
board of directors
|
|
|
|
|
|
|
154,065
|
|
Retirement of treasury stock
|
|
|
(160,000
|
)
|
|
|
(160,000
|
)
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010
|
|
|
43,790,000
|
|
|
|
2,184,258
|
|
|
|
|
|
|
|
|
|
|
Effective August 1, 2008, DOCOMO abolished the fractional
share system.
DOCOMO has not issued shares other than shares of its common
stock.
The general meetings of shareholders approved stock repurchase
plans as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved maximum
|
|
|
Approved maximum
|
|
|
|
|
|
number of treasury stock
|
|
|
budget for share
|
|
Date of the general
|
|
|
|
to be repurchased
|
|
|
repurchase
|
|
meeting of shareholders
|
|
Term of repurchase
|
|
(Shares)
|
|
|
(Millions of yen)
|
|
|
June 20, 2006
|
|
June 20, 2006 - June 19, 2007
|
|
|
1,400,000
|
|
|
¥
|
250,000
|
|
June 19, 2007
|
|
June 20, 2007 - June 19, 2008
|
|
|
1,000,000
|
|
|
|
200,000
|
|
June 20, 2008
|
|
June 21, 2008 - June 20, 2009
|
|
|
900,000
|
|
|
|
150,000
|
|
The meeting of the board of directors approved stock repurchase
plans as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved maximum
|
|
|
Approved maximum
|
|
|
|
|
|
number of treasury stock
|
|
|
budget for share
|
|
Date of the meeting of the
|
|
|
|
to be repurchased
|
|
|
repurchase
|
|
board of directors
|
|
Term of repurchase
|
|
(Shares)
|
|
|
(Millions of yen)
|
|
|
November 9, 2009
|
|
November 10, 2009 - November 30, 2009
|
|
|
160,000
|
|
|
¥
|
20,000
|
|
The aggregate number and price of shares repurchased for the
years ended March 31, 2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
Shares
|
|
|
Millions of yen
|
|
|
2008
|
|
|
965,717
|
|
|
¥
|
173,002
|
|
2009
|
|
|
868,120
|
|
|
|
136,846
|
|
2010
|
|
|
154,065
|
|
|
|
20,000
|
|
F-27
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Based on the resolution of the board of directors, DOCOMO
retired its own shares held as treasury stock as shown in the
following table. The share retirement resulted in a decrease of
Additional paid-in capital in the same amount as the
aggregate purchase price. There were no changes in the number of
authorized shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of
|
|
Date of the board of directors
|
|
Shares
|
|
|
yen
|
|
|
March 28, 2008
|
|
|
1,010,000
|
|
|
¥
|
187,387
|
|
March 26, 2009
|
|
|
920,000
|
|
|
|
163,526
|
|
March 26, 2010
|
|
|
160,000
|
|
|
|
27,936
|
|
Accumulated
other comprehensive income (loss):
Changes in accumulated other comprehensive income (loss), net of
applicable taxes, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Unrealized holding
|
|
|
Change in fair
|
|
|
|
|
|
|
|
|
|
|
|
|
gains (losses) on
|
|
|
value
|
|
|
Foreign currency
|
|
|
|
|
|
Accumulated other
|
|
|
|
available-for-sale
|
|
|
of derivative
|
|
|
translation
|
|
|
Pension liability
|
|
|
comprehensive
|
|
|
|
securities
|
|
|
instruments
|
|
|
adjustment
|
|
|
adjustment
|
|
|
income (loss)
|
|
|
As of March 31, 2007
|
|
¥
|
13,829
|
|
|
¥
|
(58
|
)
|
|
¥
|
7,427
|
|
|
¥
|
(8,324
|
)
|
|
¥
|
12,874
|
|
2008 change
|
|
|
(16,331
|
)
|
|
|
133
|
|
|
|
7,172
|
|
|
|
(3,438
|
)
|
|
|
(12,464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008
|
|
¥
|
(2,502
|
)
|
|
¥
|
75
|
|
|
¥
|
14,599
|
|
|
¥
|
(11,762
|
)
|
|
¥
|
410
|
|
2009 change
|
|
|
(1,610
|
)
|
|
|
(125
|
)
|
|
|
(47,586
|
)
|
|
|
(16,778
|
)
|
|
|
(66,099
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009
|
|
¥
|
(4,112
|
)
|
|
¥
|
(50
|
)
|
|
¥
|
(32,987
|
)
|
|
¥
|
(28,540
|
)
|
|
¥
|
(65,689
|
)
|
2010 change
|
|
|
15,096
|
|
|
|
(63
|
)
|
|
|
5,852
|
|
|
|
7,425
|
|
|
|
28,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010
|
|
¥
|
10,984
|
|
|
¥
|
(113
|
)
|
|
¥
|
(27,135
|
)
|
|
¥
|
(21,115
|
)
|
|
¥
|
(37,379
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of taxes applied to the items in Accumulated
other comprehensive income (loss) is described in
Note 16.
|
|
11.
|
Research
and development expenses and advertising expenses:
|
Research
and development expenses
Research and development costs are charged to expense as
incurred. Research and development expenses are included
primarily in Selling, general and administrative
expenses and amounted to ¥100,035 million,
¥100,793 million and ¥109,916 million for
the years ended March 31, 2008, 2009 and 2010, respectively.
Advertising
expenses
Advertising costs are charged to expense as incurred.
Advertising expenses are included in Selling, general and
administrative expenses and amounted to
¥55,357 million, ¥54,986 million and
¥54,114 million for the years ended March 31,
2008, 2009 and 2010, respectively.
F-28
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
12.
|
Other
income (expense):
|
Other income (expense) included in Other, net in the
consolidated statements of income and comprehensive income for
the years ended March 31, 2008, 2009 and 2010 comprised the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Net realized gains (losses) on investments in affiliates
|
|
¥
|
333
|
|
|
¥
|
|
|
|
¥
|
(26
|
)
|
Net realized gains on marketable securities and other investments
|
|
|
746
|
|
|
|
110
|
|
|
|
693
|
|
Other-than-temporary
impairment of marketable securities and other investments
|
|
|
(11,418
|
)
|
|
|
(57,812
|
)
|
|
|
(4,007
|
)
|
Foreign exchange gains (losses), net
|
|
|
(1,609
|
)
|
|
|
(851
|
)
|
|
|
(615
|
)
|
Rental revenue received
|
|
|
2,256
|
|
|
|
2,144
|
|
|
|
2,524
|
|
Dividends income
|
|
|
3,310
|
|
|
|
2,951
|
|
|
|
4,652
|
|
Penalties and compensation for damages
|
|
|
2,193
|
|
|
|
4,161
|
|
|
|
2,204
|
|
Other, net
|
|
|
(1,366
|
)
|
|
|
1,267
|
|
|
|
259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
(5,555
|
)
|
|
¥
|
(48,030
|
)
|
|
¥
|
5,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
Related
party transactions:
|
As previously described, DOCOMO is majority-owned by NTT, which
is a holding company for more than 600 companies comprising
the NTT group.
DOCOMO has entered into a number of different types of
transactions with NTT, its subsidiaries and its affiliated
companies in the ordinary course of business. DOCOMOs
transactions with NTT group companies include purchases of
wireline telecommunications services (i.e. for DOCOMOs
offices and operations facilities) based on actual usage,
leasing of various telecommunications facilities and sales of
DOCOMOs various wireless communications services. During
the years ended March 31, 2008, 2009 and 2010, DOCOMO
purchased capital equipment from NTT group companies in the
amount of ¥78,112 million, ¥70,840 million
and ¥72,928 million, respectively.
DOCOMO has entered into contracts of bailment of cash for
consumption with NTT FINANCE CORPORATION (NTT
FINANCE) for cash management purposes. NTT and its
subsidiaries collectively own 99.3% of the voting interests in
NTT FINANCE, of which DOCOMO owned 2.9% as of March 31,
2010. Accordingly, NTT FINANCE is a related party of DOCOMO.
Under the terms of the contracts, excess cash generated at
DOCOMO are bailed to NTT FINANCE and NTT FINANCE manages the
funds on behalf of DOCOMO. DOCOMO can withdraw the funds upon
its demand and receives relevant interests from NTT FINANCE. The
funds are accounted for as Cash and cash equivalents
or Short-term investments depending on the initial
contract periods.
The balance of bailment was ¥60,000 million as of
March 31, 2009. The assets related to the contracts were
recorded as Cash and cash equivalents in the
consolidated balance sheet as of March 31, 2009. The
contracts had remaining terms to maturity ranging up to
1 month with an average interest rate of 0.5% per annum as
of March 31, 2009.
The balance of bailment was ¥110,000 million as of
March 31, 2010. The assets related to the contracts were
recorded as Cash and cash equivalents of
¥20,000 million and Short-term investments
of ¥90,000 million in the
F-29
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
consolidated balance sheet as of March 31, 2010. The
contracts had remaining terms to maturity ranging up to
4 months with an average interest rate of 0.3% per annum as
of March 31, 2010.
The average balance of the contracts of bailment expired during
the year ended March 31, 2008, 2009 and 2010 was
¥51,243 million, ¥48,778 million and
¥15,616 million, respectively. The recorded amounts of
interest income derived from the contracts were
¥388 million, ¥270 million and
¥75 million for the years ended March 31, 2008,
2009 and 2010, respectively.
The operating segments reported below are those for which
segment-specific financial information is available.
DOCOMOs management uses this financial information to make
decisions on the allocation of management resources and to
evaluate business performance. Accounting policies used to
determine segment profit or loss and segment assets are
consistent with those used to prepare the consolidated financial
statements in accordance with U.S.GAAP.
DOCOMO has two operating 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 businesses segment includes
home shopping services provided primarily through TV media,
high-speed internet connection for hotel facilities,
advertisement services, development, sales and maintenance of IT
systems, credit services and other miscellaneous services, which
in the aggregate are not significant in amount. DOCOMO
terminated its PHS services on January 7, 2008. Therefore,
PHS business, which was presented separately in the
past, has been reclassified into Miscellaneous
businesses in the tables below. DOCOMO plans to terminate
mova services on March 31, 2012. The Corporate
column in the tables below is not an operating segment but is
included to reflect the recorded amounts of common assets which
are not allocated to any operating segment.
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 derived from
DOCOMOs management reports.
Assets by segment are not included in the management reports,
however, they are included herein only for the purpose of
disclosure. Depreciation and amortization is shown separately,
as well as included as part of operating expenses. Corporate
assets primarily include cash, deposits, securities, loans and
investments in affiliates. DOCOMO allocates common assets, such
as buildings for telecommunications purposes and common
facilities, on a systematic and rational basis based on the
proportionate amount of network assets of each segment. Capital
expenditures in the Corporate column include
expenditures in Miscellaneous businesses and certain
expenditures related to the buildings for telecommunications
purposes and common facilities, which are not allocated to each
segment.
F-30
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Mobile phone
|
|
|
Miscellaneous
|
|
|
|
|
|
|
|
Year ended March 31, 2008
|
|
business
|
|
|
businesses
|
|
|
Corporate
|
|
|
Consolidated
|
|
|
Operating revenues
|
|
¥
|
4,647,132
|
|
|
¥
|
64,695
|
|
|
¥
|
|
|
|
¥
|
4,711,827
|
|
Operating expenses
|
|
|
3,788,943
|
|
|
|
114,572
|
|
|
|
|
|
|
|
3,903,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
¥
|
858,189
|
|
|
¥
|
(49,877
|
)
|
|
¥
|
|
|
|
¥
|
808,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
(7,624
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses) of
affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
800,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant non-cash item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point program expense
|
|
¥
|
83,314
|
|
|
¥
|
1,028
|
|
|
¥
|
|
|
|
¥
|
84,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
4,838,663
|
|
|
¥
|
100,332
|
|
|
¥
|
1,271,839
|
|
|
¥
|
6,210,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
¥
|
767,481
|
|
|
¥
|
8,944
|
|
|
¥
|
|
|
|
¥
|
776,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
¥
|
623,975
|
|
|
¥
|
|
|
|
¥
|
134,768
|
|
|
¥
|
758,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Mobile phone
|
|
|
Miscellaneous
|
|
|
|
|
|
|
|
Year ended March 31, 2009
|
|
business
|
|
|
businesses
|
|
|
Corporate
|
|
|
Consolidated
|
|
|
Operating revenues
|
|
¥
|
4,381,254
|
|
|
¥
|
66,726
|
|
|
¥
|
|
|
|
¥
|
4,447,980
|
|
Operating expenses
|
|
|
3,525,967
|
|
|
|
91,054
|
|
|
|
|
|
|
|
3,617,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
¥
|
855,287
|
|
|
¥
|
(24,328
|
)
|
|
¥
|
|
|
|
¥
|
830,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
(50,486
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses) of
affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
780,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant non-cash item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point program expense
|
|
¥
|
111,062
|
|
|
¥
|
3,663
|
|
|
¥
|
|
|
|
¥
|
114,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
4,960,000
|
|
|
¥
|
139,617
|
|
|
¥
|
1,388,603
|
|
|
¥
|
6,488,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
¥
|
796,807
|
|
|
¥
|
7,352
|
|
|
¥
|
|
|
|
¥
|
804,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
¥
|
601,307
|
|
|
¥
|
|
|
|
¥
|
136,299
|
|
|
¥
|
737,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-31
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Mobile phone
|
|
|
Miscellaneous
|
|
|
|
|
|
|
|
Year ended March 31, 2010
|
|
business
|
|
|
businesses
|
|
|
Corporate
|
|
|
Consolidated
|
|
|
Operating revenues
|
|
¥
|
4,167,704
|
|
|
¥
|
116,700
|
|
|
¥
|
|
|
|
¥
|
4,284,404
|
|
Operating expenses
|
|
|
3,322,064
|
|
|
|
128,095
|
|
|
|
|
|
|
|
3,450,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
¥
|
845,640
|
|
|
¥
|
(11,395
|
)
|
|
¥
|
|
|
|
¥
|
834,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
1,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses) of
affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
836,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other significant non-cash item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point program expense
|
|
¥
|
134,954
|
|
|
¥
|
7,266
|
|
|
¥
|
|
|
|
¥
|
142,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
4,949,025
|
|
|
¥
|
259,283
|
|
|
¥
|
1,548,467
|
|
|
¥
|
6,756,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
¥
|
691,851
|
|
|
¥
|
9,295
|
|
|
¥
|
|
|
|
¥
|
701,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
¥
|
556,829
|
|
|
¥
|
|
|
|
¥
|
129,679
|
|
|
¥
|
686,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOCOMO does not disclose geographical information, since the
amounts of operating revenues generated and long-lived assets
owned outside Japan are immaterial.
There were no sales and operating revenue from transactions with
a single external customer amounting to 10% or more of
DOCOMOs revenues for the years ended March 31, 2008,
2009 and 2010.
Revenues from external customers for each similar product and
service were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
Year ended March 31,
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Operating Revenues :
|
|
|
|
|
|
|
|
|
|
|
|
|
Wireless services
|
|
¥
|
4,165,234
|
|
|
¥
|
3,841,082
|
|
|
¥
|
3,776,909
|
|
Cellular services revenues
|
|
|
4,018,988
|
|
|
|
3,661,283
|
|
|
|
3,499,452
|
|
Voice revenues
|
|
|
2,645,096
|
|
|
|
2,149,617
|
|
|
|
1,910,499
|
|
Including: FOMA services
|
|
|
2,084,263
|
|
|
|
1,877,835
|
|
|
|
1,785,518
|
|
Packet communications revenues
|
|
|
1,373,892
|
|
|
|
1,511,666
|
|
|
|
1,588,953
|
|
Including: FOMA services
|
|
|
1,254,648
|
|
|
|
1,449,440
|
|
|
|
1,558,284
|
|
Other revenues
|
|
|
146,246
|
|
|
|
179,799
|
|
|
|
277,457
|
|
Equipment sales
|
|
|
546,593
|
|
|
|
606,898
|
|
|
|
507,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
¥
|
4,711,827
|
|
|
¥
|
4,447,980
|
|
|
¥
|
4,284,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-32
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
15.
|
Employees
retirement benefits:
|
Severance
payments and contract-type corporate pension
plan
Employees whose services with DOCOMO are terminated are normally
entitled to lump-sum severance or retirement payments and
pension benefits based on internal labor regulations. The
amounts are determined by a combination of factors such as the
employees salary eligibility, length of service and other
conditions. The pension benefit is covered by the
non-contributory defined benefit pension plans (Defined
benefit pension plans) sponsored by DOCOMO.
The following table presents reconciliations and changes in the
Defined benefit pension plans projected benefit
obligations and fair value of plan assets for the years ended
March 31, 2009 and 2010. DOCOMO uses a measurement date of
March 31 for its Defined benefit pension plans.
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
Projected benefit obligation, beginning of year
|
|
¥
|
182,228
|
|
|
¥
|
186,177
|
|
Service cost
|
|
|
9,216
|
|
|
|
9,204
|
|
Interest cost
|
|
|
4,058
|
|
|
|
3,979
|
|
Actuarial (gain) loss
|
|
|
914
|
|
|
|
592
|
|
Transfer of liability from defined benefit pension plans of the
NTT group
|
|
|
245
|
|
|
|
215
|
|
Other
|
|
|
|
|
|
|
151
|
|
Benefit payments
|
|
|
(10,484
|
)
|
|
|
(9,950
|
)
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation, end of year
|
|
¥
|
186,177
|
|
|
¥
|
190,368
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of year
|
|
¥
|
79,544
|
|
|
¥
|
67,040
|
|
Actual return on plan assets
|
|
|
(13,106
|
)
|
|
|
9,864
|
|
Employer contributions
|
|
|
2,676
|
|
|
|
2,680
|
|
Transfer of plan assets from defined benefit pension plans of
the NTT group
|
|
|
57
|
|
|
|
49
|
|
Benefit payments
|
|
|
(2,131
|
)
|
|
|
(2,563
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, end of year
|
|
¥
|
67,040
|
|
|
¥
|
77,070
|
|
At March 31:
|
|
|
|
|
|
|
|
|
Funded status
|
|
¥
|
(119,137
|
)
|
|
¥
|
(113,298
|
)
|
|
|
|
|
|
|
|
|
|
The amounts recognized in DOCOMOs consolidated balance
sheets as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Liability for employees retirement benefits
|
|
¥
|
(119,155
|
)
|
|
¥
|
(113,332
|
)
|
Prepaid pension cost
|
|
|
18
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
¥
|
(119,137
|
)
|
|
¥
|
(113,298
|
)
|
|
|
|
|
|
|
|
|
|
F-33
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Prepaid pension cost is included in Other assets in
the consolidated balance sheets.
Items recognized in Accumulated other comprehensive income
(loss) as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Actuarial gains (losses), net
|
|
¥
|
(48,865
|
)
|
|
¥
|
(39,052
|
)
|
Prior service cost
|
|
|
16,425
|
|
|
|
14,518
|
|
Transition obligation
|
|
|
(1,185
|
)
|
|
|
(1,060
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
(33,625
|
)
|
|
¥
|
(25,594
|
)
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for the Defined benefit
pension plans was ¥180,214 million and
¥184,555 million as of March 31, 2009 and 2010,
respectively.
The projected benefit obligation, the accumulated benefit
obligation and the fair value of plan assets in the pension
plans with the projected or accumulated benefit obligation in
excess of the plan assets as of March 31, 2009 and 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Plans with projected benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
|
¥
|
186,169
|
|
|
¥
|
190,346
|
|
Fair value of plan assets
|
|
|
67,014
|
|
|
|
77,014
|
|
Plans with accumulated benefit obligation in excess of plan
assets:
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
|
¥
|
180,207
|
|
|
¥
|
184,532
|
|
Fair value of plan assets
|
|
|
67,014
|
|
|
|
77,014
|
|
The net periodic pension cost for the Defined benefit pension
plans for the years ended March 31, 2008, 2009 and 2010
comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Service cost
|
|
¥
|
9,521
|
|
|
¥
|
9,216
|
|
|
¥
|
9,204
|
|
Interest cost on projected benefit obligation
|
|
|
3,889
|
|
|
|
4,058
|
|
|
|
3,979
|
|
Expected return on plan assets
|
|
|
(2,144
|
)
|
|
|
(2,116
|
)
|
|
|
(1,649
|
)
|
Amortization of prior service cost
|
|
|
(1,907
|
)
|
|
|
(1,907
|
)
|
|
|
(1,907
|
)
|
Amortization of actuarial gains and losses
|
|
|
834
|
|
|
|
1,192
|
|
|
|
2,190
|
|
Amortization of transition obligation
|
|
|
127
|
|
|
|
127
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
¥
|
10,320
|
|
|
¥
|
10,570
|
|
|
¥
|
11,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Other changes in plan assets and benefit obligations of the
Defined benefit pension plans recognized in Accumulated
other comprehensive income (loss) for the years ended
March 31, 2008, 2009 and 2010 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Other changes in plan assets and benefit obligations recognized
in Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (gains) losses arising during period, net
|
|
¥
|
6,018
|
|
|
¥
|
16,136
|
|
|
¥
|
(7,623
|
)
|
Amortization of prior service cost
|
|
|
1,907
|
|
|
|
1,907
|
|
|
|
1,907
|
|
Amortization of actuarial gains and losses
|
|
|
(834
|
)
|
|
|
(1,192
|
)
|
|
|
(2,190
|
)
|
Amortization of transition obligation
|
|
|
(127
|
)
|
|
|
(127
|
)
|
|
|
(125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in Accumulated other comprehensive income
(loss)
|
|
¥
|
6,964
|
|
|
¥
|
16,724
|
|
|
¥
|
(8,031
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic pension cost and
Accumulated other comprehensive income (loss)
|
|
¥
|
17,284
|
|
|
¥
|
27,294
|
|
|
¥
|
3,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of actuarial losses, unrecognized transition
obligation and prior service cost, which are expected to be
amortized and reclassified from Accumulated other
comprehensive income (loss) to net pension cost during the
year ending March 31, 2011 is ¥1,497 million,
¥125 million and ¥(1,907) million,
respectively.
The assumptions used in determination of the pension plans
projected benefit obligations as of March 31, 2009 and 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
Discount rate
|
|
|
2.2
|
%
|
|
|
2.1
|
%
|
Long-term rate of salary increases
|
|
|
2.2
|
|
|
|
2.2
|
|
The assumptions used in determination of the net periodic
pension cost for the years ended March 31, 2008, 2009 and
2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Discount rate
|
|
|
2.2
|
%
|
|
|
2.3
|
%
|
|
|
2.2
|
%
|
Long-term rate of salary increases
|
|
|
2.1
|
|
|
|
2.2
|
|
|
|
2.2
|
|
Expected long-term rate of return on plan assets
|
|
|
2.5
|
|
|
|
2.5
|
|
|
|
2.5
|
|
In determining the expected long-term rate of return on plan
assets, DOCOMO considers the current and projected asset
allocations, as well as expected long-term investment returns
and risks for each category of the plan assets based on analysis
of historical results.
F-35
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents the fair values of DOCOMOs
pension plan assets as of March 31, 2010. Descriptions of
fair value hierarchy and the inputs used in measuring fair value
are presented in Note 18.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Cash and cash equivalents
|
|
¥
|
443
|
|
|
¥
|
443
|
|
|
¥
|
|
|
|
¥
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese government bonds/local government bonds
|
|
|
21,332
|
|
|
|
19,273
|
|
|
|
2,059
|
|
|
|
|
|
Domestic corporate bonds
|
|
|
7,147
|
|
|
|
|
|
|
|
7,147
|
|
|
|
|
|
Foreign government bonds
|
|
|
6,518
|
|
|
|
6,043
|
|
|
|
475
|
|
|
|
|
|
Foreign corporate bonds
|
|
|
381
|
|
|
|
21
|
|
|
|
308
|
|
|
|
52
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic stocks
|
|
|
19,610
|
|
|
|
19,346
|
|
|
|
264
|
|
|
|
|
|
Foreign stocks
|
|
|
9,916
|
|
|
|
9,916
|
|
|
|
|
|
|
|
|
|
Securities investment trust beneficiary certificates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic debt securities
|
|
|
755
|
|
|
|
|
|
|
|
755
|
|
|
|
|
|
Domestic equity securities
|
|
|
1,244
|
|
|
|
|
|
|
|
1,244
|
|
|
|
|
|
Foreign debt securities
|
|
|
366
|
|
|
|
|
|
|
|
366
|
|
|
|
|
|
Foreign equity securities
|
|
|
861
|
|
|
|
|
|
|
|
861
|
|
|
|
|
|
Life insurance company general accounts
|
|
|
6,715
|
|
|
|
|
|
|
|
6,715
|
|
|
|
|
|
Others
|
|
|
1,782
|
|
|
|
(0
|
)
|
|
|
(0
|
)
|
|
|
1,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
77,070
|
|
|
¥
|
55,042
|
|
|
¥
|
20,194
|
|
|
¥
|
1,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents
Cash and cash equivalents include foreign currency deposits and
call loans, and are all classified as Level 1.
Debt
securities
Debt securities include Japanese government bonds and local
government bonds, domestic corporate bonds, foreign government
bonds and foreign corporate bonds. If active market prices are
available, fair value is measured by quoted prices for identical
assets in active markets, which is classified as Level 1.
If active market prices are not available, fair value is
measured by inputs derived principally from observable market
data provided by financial institutions, which is classified as
Level 2. Fair value measured by inputs derived from
unobservable data is classified as Level 3.
Equity
securities
Equity securities include domestic stocks and foreign stocks. If
active market prices are available, fair value is measured by
quoted prices for identical assets in active markets, which is
classified as Level 1. If active market prices are not
available, fair value is measured by inputs derived principally
from observable market data provided by financial institutions,
which is classified as Level 2.
Securities
investment trust beneficiary certificates
Securities investment trust beneficiary certificates include
bond investment trusts and foreign stock investment trusts. Fair
values of securities investment trust beneficiary certificates
are measured by inputs derived principally from observable
market data provided by financial institutions. Therefore, they
are classified as Level 2.
F-36
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Life
insurance company general accounts
Life insurance company general accounts are the financial assets
which guarantee an expected rate of return and a principal and
they are all classified as Level 2.
Others
Others include fund of hedge funds and pension investment trust
beneficiary rights. Fair value measured by inputs derived from
unobservable data provided by financial institutions is
classified as Level 3.
Level 3 reconciliation is not disclosed, since the amounts
in Level 3 are immaterial.
The Defined benefit pension plans policy toward plan asset
management is formulated with the ultimate objective of ensuring
the steady disbursement of pension benefits in future periods.
The long-term objective of asset management, therefore, is to
secure the total profits deemed necessary to ensure the
financial soundness of the plan assets. To achieve this, DOCOMO
selects various investments and takes into consideration their
expected returns and risks and the correlation among the
investments. DOCOMO then sets a target allocation ratio for the
plan assets and endeavors to maintain that ratio. The target
ratio is formulated from a mid- to long-term perspective and
reviewed annually. In the event that the investment environment
changes dramatically, DOCOMO will review the asset allocation as
necessary. The target ratio in March 2010 was: domestic bonds,
40.0%; domestic stocks, 25.0%; foreign bonds, 10.0%; foreign
stocks, 15.0%; and life insurance company general accounts,
10.0%. As securities investment trust beneficiary certificates
are established for each asset, they are allocated among
domestic bonds, domestic stocks, foreign bonds and foreign
stocks.
As of March 31, 2009 and 2010, securities owned by the
Defined benefit pension plans as its plan asset included the
stock of NTT and the NTT group companies listed in Japan
including DOCOMO in the amount of ¥498 million (0.8%
of total plan assets) and ¥543 million (0.7% of total
plan assets), respectively.
DOCOMOs pension plan assets do not have a concentration of
material risks, including market risks and credit risks.
Occasionally, employees of the NTT group companies transfer to
DOCOMO. Upon such transfer, the NTT group companies transfer the
relevant vested pension obligation for each employee along with
a corresponding amount of plan assets and cash. Therefore, the
difference between the pension obligation and related plan
assets transferred from the NTT group companies to DOCOMO,
included in the above table which presents reconciliations of
the changes in the Defined benefit pension plans projected
benefit obligations and fair value of plan assets, represents
cash paid by the NTT group companies to DOCOMO, which has not
been invested in plan assets.
DOCOMO expects to contribute ¥3,289 million to the
Defined benefit pension plans in the year ending March 31,
2011.
F-37
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The benefit payments, which reflect expected future service
under the Defined benefit pension plans, are expected to be as
follows:
|
|
|
|
|
Year ending March 31,
|
|
Millions of yen
|
|
|
2011
|
|
¥
|
11,364
|
|
2012
|
|
|
10,966
|
|
2013
|
|
|
11,653
|
|
2014
|
|
|
11,827
|
|
2015
|
|
|
11,607
|
|
2016-2020
|
|
|
69,666
|
|
Social
welfare pension scheme and NTT Kigyou-Nenkin-Kikin (NTT
Corporate Defined Benefit Pension Plan)
DOCOMO participates in the national welfare pension plan
(National Plan) and a contributory defined benefit
pension plan sponsored by the NTT group (NTT Kigyou-Nenkin-Kikin
or NTT Corporate Defined Benefit Pension Plan, NTT
CDBP). The National Plan is a government-regulated social
welfare pension plan under the Japanese Employees Pension
Insurance Act and both NTT group and its employees provide
contributions to such plan every year. The National Plan is
considered a multi-employer plan and contributions to such plan
are recognized as expenses. The total amount of contributions by
DOCOMO was ¥13,369 million, ¥13,627 million
and ¥14,425 million for the years ended March 31,
2008, 2009 and 2010, respectively.
Both NTT group, including DOCOMO, and its employees provide
contributions to the NTT CDBP to supplement the pension benefits
to which the employees are entitled under the National Plan. The
NTT CDBP is regulated under the Defined-Benefit Corporate
Pension Act. The NTT CDBP is considered a defined benefit
pension plan. The participation by DOCOMO and its subsidiaries
in the NTT CDBP is accounted for as a single employer plan. The
number of DOCOMOs employees covered by the NTT CDBP as of
March 31, 2009 and 2010 represented approximately 10.6% and
10.8% of the total members.
In February 2008, 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. DOCOMO accounted for the entire transfer
process as a single settlement event upon completion of the
transfer. The net amount of actuarial gains and losses
proportionate to the substitutional portion immediately prior to
the transfer, which was ¥3,892 million, and the excess
of projected benefit obligation over the accumulated benefit
obligation, which was ¥4,395 million, were netted and
recognized as settlement gain of ¥503 million from the
transaction. The net of the obligation settled and the assets
transferred to the government was recognized as a gain on
subsidy from the government of ¥24,199 million. As a
result of recording the settlement gain and governmental subsidy
as reduction of Selling, general and administrative,
the aggregate amount of ¥24,702 million was recognized
as decrease in operating expenses in the consolidated statements
of income and comprehensive income for the year ended
March 31, 2008. A Decrease in liability for
employees retirement benefits of
¥19,002 million recognized in the consolidated
statements of cash flows for the year ended March 31, 2008
was net of a decrease of ¥24,702 million in liability
for employees retirement benefits due to gain on transfer
of substitutional portion and an increase of
¥5,700 million in liability for employees
retirement benefits which was derived from other factors.
F-38
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents reconciliations and changes in the
NTT CDBPs projected benefit obligation and fair value of
plan assets for the years ended March 31, 2009 and 2010.
The amount in the table is based on actuarial computations which
covered only DOCOMO employees participation in the NTT
CDBP. The funded status was recognized as Liability for
employees retirement benefits in the consolidated
balance sheets as of March 31, 2009 and 2010.
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
Projected benefit obligation, beginning of year
|
|
¥
|
78,285
|
|
|
¥
|
83,473
|
|
Service cost
|
|
|
3,132
|
|
|
|
3,216
|
|
Interest cost
|
|
|
1,790
|
|
|
|
1,798
|
|
Actuarial (gain) loss
|
|
|
2,111
|
|
|
|
2,160
|
|
Internal adjustment due to transfer of employees within the NTT
group
|
|
|
(715
|
)
|
|
|
(734
|
)
|
Benefit payments
|
|
|
(1,130
|
)
|
|
|
(1,199
|
)
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation, end of year
|
|
¥
|
83,473
|
|
|
¥
|
88,714
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of year
|
|
¥
|
64,309
|
|
|
¥
|
56,302
|
|
Actual return on plan assets
|
|
|
(7,535
|
)
|
|
|
7,783
|
|
Employer contributions
|
|
|
816
|
|
|
|
800
|
|
Employee contributions
|
|
|
416
|
|
|
|
411
|
|
Internal adjustment due to transfer of employees within the NTT
group
|
|
|
(574
|
)
|
|
|
(498
|
)
|
Benefit payments
|
|
|
(1,130
|
)
|
|
|
(1,199
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, end of year
|
|
¥
|
56,302
|
|
|
¥
|
63,599
|
|
At March 31:
|
|
|
|
|
|
|
|
|
Funded status
|
|
¥
|
(27,171
|
)
|
|
¥
|
(25,115
|
)
|
|
|
|
|
|
|
|
|
|
Items recognized in Accumulated other comprehensive income
(loss) as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Actuarial gains (losses), net
|
|
¥
|
(16,383
|
)
|
|
¥
|
(11,288
|
)
|
Prior service cost
|
|
|
1,783
|
|
|
|
1,426
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
(14,600
|
)
|
|
¥
|
(9,862
|
)
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for the NTT CDBP regarding
DOCOMO employees was ¥66,585 million and
¥71,285 million at March 31, 2009 and 2010,
respectively.
F-39
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The projected benefit obligation, the accumulated benefit
obligation and the fair value of plan assets in the pension
plans with the projected or accumulated benefit obligation in
excess of the plan assets as of March 31, 2009 and 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Plans with projected benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
|
¥
|
83,473
|
|
|
¥
|
88,714
|
|
Fair value of plan assets
|
|
|
56,302
|
|
|
|
63,599
|
|
Plans with accumulated benefit obligation in excess of plan
assets:
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
|
¥
|
66,559
|
|
|
¥
|
71,243
|
|
Fair value of plan assets
|
|
|
56,276
|
|
|
|
63,554
|
|
The net periodic pension cost for the NTT CDBP regarding DOCOMO
employees for the years ended March 31, 2008, 2009 and 2010
comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Service cost
|
|
¥
|
3,244
|
|
|
¥
|
3,132
|
|
|
¥
|
3,216
|
|
Interest cost on projected benefit obligation
|
|
|
2,872
|
|
|
|
1,790
|
|
|
|
1,798
|
|
Expected return on plan assets
|
|
|
(2,339
|
)
|
|
|
(1,613
|
)
|
|
|
(1,402
|
)
|
Amortization of prior service cost
|
|
|
(357
|
)
|
|
|
(357
|
)
|
|
|
(357
|
)
|
Amortization of actuarial gains and losses
|
|
|
16
|
|
|
|
97
|
|
|
|
874
|
|
Contribution from employees
|
|
|
(452
|
)
|
|
|
(416
|
)
|
|
|
(411
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
¥
|
2,984
|
|
|
¥
|
2,633
|
|
|
¥
|
3,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on transfer of substitutional portion of pension liabilities
|
|
|
(24,702
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
(21,718
|
)
|
|
¥
|
2,633
|
|
|
¥
|
3,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other changes in plan assets and benefit obligations of the NTT
CDBP regarding DOCOMO employees recognized in Accumulated
other comprehensive income (loss) for the years ended
March 31, 2008, 2009 and 2010 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Other changes in plan assets and benefit obligations recognized
in Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (gains) losses arising during period, net
|
|
¥
|
3,049
|
|
|
¥
|
11,259
|
|
|
¥
|
(4,221
|
)
|
Amortization of prior service cost
|
|
|
357
|
|
|
|
357
|
|
|
|
357
|
|
Amortization of actuarial gains and losses
|
|
|
(16
|
)
|
|
|
(97
|
)
|
|
|
(874
|
)
|
Reclassification of actuarial gains and losses due to transfer
of the substitutional portion to the government
|
|
|
(3,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in Accumulated other comprehensive income
(loss)
|
|
¥
|
(502
|
)
|
|
¥
|
11,519
|
|
|
¥
|
(4,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic pension cost, gain on transfer
of substitutional portion of pension liabilities and
Accumulated other comprehensive income (loss)
|
|
¥
|
(22,220
|
)
|
|
¥
|
14,152
|
|
|
¥
|
(1,020
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-40
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The amount of actuarial losses and prior service cost, which are
expected to be amortized and reclassified from Accumulated
other comprehensive income (loss) to net periodic pension
cost during the year ending March 31, 2011 is
¥326 million and ¥(357) million,
respectively.
The assumptions used in determining the NTT CDBPs
projected benefit obligations, based on actuarial computations
which covered only DOCOMO employees participation in the
NTT CDBP, as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
|
Discount rate
|
|
|
2.2
|
%
|
|
|
2.1
|
%
|
Long-term rate of salary increases
|
|
|
2.6
|
|
|
|
3.4
|
|
The assumptions used in determining the net periodic pension
cost, based on actuarial computations which covered only DOCOMO
employees participation in the NTT CDBP, for the years
ended March 31, 2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Discount rate
|
|
|
2.2
|
%
|
|
|
2.3
|
%
|
|
|
2.2
|
%
|
Long-term rate of salary increases
|
|
|
2.6
|
|
|
|
2.6
|
|
|
|
2.6
|
|
Expected long-term rate of return on plan assets
|
|
|
2.5
|
|
|
|
2.5
|
|
|
|
2.5
|
|
In determining the expected long-term rate of return on plan
assets, the NTT CDBP considers the current and projected asset
allocations, as well as expected long-term investment returns
and risks for each category of the plan assets based on analysis
of historical results.
F-41
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents the fair values of NTT CDBPs
pension plan assets as of March 31, 2010. Descriptions of
fair value hierarchy and the inputs used in measuring fair value
are presented in Note 18.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Cash and cash equivalents
|
|
¥
|
93
|
|
|
¥
|
93
|
|
|
¥
|
|
|
|
¥
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese government bonds/local government bonds
|
|
|
16,669
|
|
|
|
14,985
|
|
|
|
1,684
|
|
|
|
|
|
Domestic corporate bonds
|
|
|
16,732
|
|
|
|
|
|
|
|
16,732
|
|
|
|
|
|
Foreign government bonds
|
|
|
3,846
|
|
|
|
3,523
|
|
|
|
323
|
|
|
|
|
|
Foreign corporate bonds
|
|
|
198
|
|
|
|
18
|
|
|
|
102
|
|
|
|
78
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic stocks
|
|
|
12,304
|
|
|
|
12,135
|
|
|
|
169
|
|
|
|
|
|
Foreign stocks
|
|
|
5,853
|
|
|
|
5,853
|
|
|
|
0
|
|
|
|
0
|
|
Securities investment trust beneficiary certificates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic debt securities
|
|
|
1,490
|
|
|
|
|
|
|
|
1,490
|
|
|
|
|
|
Domestic equity securities
|
|
|
1,019
|
|
|
|
|
|
|
|
1,019
|
|
|
|
|
|
Foreign debt securities
|
|
|
595
|
|
|
|
|
|
|
|
595
|
|
|
|
|
|
Foreign equity securities
|
|
|
648
|
|
|
|
|
|
|
|
648
|
|
|
|
|
|
Life insurance company general accounts
|
|
|
3,656
|
|
|
|
|
|
|
|
3,656
|
|
|
|
|
|
Others
|
|
|
496
|
|
|
|
|
|
|
|
(0
|
)
|
|
|
496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
63,599
|
|
|
¥
|
36,607
|
|
|
¥
|
26,418
|
|
|
¥
|
574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents
Cash and cash equivalents include foreign currency deposits and
call loans, and are all classified as Level 1.
Debt
securities
Debt securities include Japanese government bonds and local
government bonds, domestic corporate bonds, foreign government
bonds and foreign corporate bonds. If active market prices are
available, fair value is measured by quoted prices for identical
assets in active markets, which is classified as Level 1.
If active market prices are not available, fair value is
measured by inputs derived principally from observable market
data provided by financial institutions, which is classified as
Level 2. Fair value measured by inputs derived from
unobservable data is classified as Level 3.
Equity
securities
Equity securities include domestic stocks and foreign stocks. If
active market prices are available, fair value is measured by
quoted prices for identical assets in active markets, which is
classified as Level 1. If active market prices are not
available, fair value is measured by inputs derived principally
from observable market data provided by financial institutions,
which is classified as Level 2. Fair value measured by
inputs derived from unobservable data is classified as
Level 3.
Securities
investment trust beneficiary certificates
Securities investment trust beneficiary certificates include
bond investment trusts and foreign stock investment trusts. Fair
values of securities investment trust beneficiary certificates
are measured by inputs derived principally from observable
market data provided by financial institutions. Therefore, they
are classified as Level 2.
F-42
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Life
insurance company general accounts
Life insurance company general accounts are the financial assets
which guarantee an expected rate of return and a principal and
they are all classified as Level 2.
Others
Others include loans to employees and lease receivables. Fair
value measured by inputs derived from unobservable data provided
by financial institutions is classified as Level 3.
Level 3 reconciliation is not disclosed, since the amounts
in Level 3 are immaterial.
The NTT CDBPs policy toward plan asset management is
formulated with the ultimate objective of ensuring the steady
disbursement of pension benefits in future periods. The
long-term objective of asset management, therefore, is to secure
the total profits deemed necessary to ensure the financial
soundness of the plan assets. To achieve this, the NTT CDBP
selects various investments and takes into consideration their
expected returns and risks and the correlation among the
investments. The NTT CDBP then sets a target allocation ratio
for the plan assets and endeavors to maintain that ratio. The
target ratio is formulated from a mid- to long-term perspective
and reviewed annually. In the event that the investment
environment changes dramatically, the NTT CDBP will review the
asset allocation as necessary. The weighted average target ratio
in March 2010 was: domestic bonds, 57.9%; domestic stocks,
18.3%; foreign bonds, 7.8%; foreign stocks, 10.5%; and life
insurance company general accounts, 5.5%. As securities
investment trust beneficiary certificates are established for
each asset, they are allocated among domestic bonds, domestic
stocks, foreign bonds and foreign stocks.
As of March 31, 2009 and 2010, domestic stock owned by the
NTT CDBP as its plan asset included common stock of NTT and the
NTT group companies including DOCOMO in the amount of
¥4,739 million (0.6% of total plan assets) and
¥5,375 million (0.6% of total plan assets),
respectively.
NTT Groups pension plan assets do not have a concentration
of material risks, including market risks and credit risks.
DOCOMO expects to contribute ¥790 million to the NTT
CDBP in the year ending March 31, 2011.
The benefit payments, which reflect expected future service
under the NTT CDBP, based on actuarial computations which
covered only DOCOMO employees are expected to be as follows:
|
|
|
|
|
Year ending March 31,
|
|
Millions of yen
|
|
|
2011
|
|
¥
|
1,347
|
|
2012
|
|
|
1,693
|
|
2013
|
|
|
1,872
|
|
2014
|
|
|
2,056
|
|
2015
|
|
|
2,218
|
|
2016-2020
|
|
|
13,007
|
|
F-43
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total income taxes for the years ended March 31, 2008, 2009
and 2010 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Income from continuing operations before equity in net income
(losses) of affiliates
|
|
|
¥322,955
|
|
|
|
¥308,400
|
|
|
|
¥338,197
|
|
Equity in net income (losses) of affiliates
|
|
|
9,257
|
|
|
|
(567
|
)
|
|
|
(1,270
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale
securities
|
|
|
(11,668
|
)
|
|
|
(20,875
|
)
|
|
|
9,109
|
|
Less: Reclassification of realized gains and losses included in
net income
|
|
|
299
|
|
|
|
19,786
|
|
|
|
1,335
|
|
Change in fair value of derivative instruments
|
|
|
(363
|
)
|
|
|
(3
|
)
|
|
|
(43
|
)
|
Less: Reclassification of realized gains and losses included in
net income
|
|
|
455
|
|
|
|
(84
|
)
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
6,634
|
|
|
|
(20,991
|
)
|
|
|
3,082
|
|
Less: Reclassification of realized gains and losses included in
net income
|
|
|
(88
|
)
|
|
|
(7
|
)
|
|
|
(24
|
)
|
Pension liability adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) arising during period, net
|
|
|
(3,513
|
)
|
|
|
(11,229
|
)
|
|
|
4,702
|
|
Less: Amortization of prior service cost
|
|
|
(926
|
)
|
|
|
(923
|
)
|
|
|
(923
|
)
|
Less: Amortization of actuarial gains and losses
|
|
|
348
|
|
|
|
550
|
|
|
|
1,280
|
|
Less: Amortization of transition obligation
|
|
|
52
|
|
|
|
56
|
|
|
|
55
|
|
Less: Reclassification of actuarial gains and losses due to
transfer of the substitutional portion to the government
|
|
|
1,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes
|
|
|
¥325,102
|
|
|
|
¥274,113
|
|
|
|
¥355,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substantially all income or loss before income taxes and income
tax expenses or benefits are domestic.
For the years ended March 31, 2008, 2009 and 2010, DOCOMO
and its domestic subsidiaries were subject to a National
Corporate Tax of 30%, a Corporate Inhabitant Tax of
approximately 6% and a deductible Corporate Enterprise Tax and
Special Local Corporate Tax of approximately 8%. The rate of the
Corporate Inhabitant Tax and Corporate Enterprise Tax differs
depending on the municipality.
The aggregate statutory income tax rate for the years ended
March 31, 2008, 2009 and 2010 was 40.9%, 40.8% and 40.8%,
respectively. The effective income tax rate for the years ended
March 31, 2008, 2009 and 2010 was 40.3%, 39.5% and 40.4%,
respectively.
F-44
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Reconciliation of the difference of the effective income tax
rate and the statutory income tax rate of DOCOMO is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Statutory income tax rate
|
|
|
40.9
|
%
|
|
|
40.8
|
%
|
|
|
40.8
|
%
|
Expenses not deductible for tax purposes
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.1
|
|
IT infrastructure tax incentive and tax credit for special tax
treatment such as R&D investment tax incentive
|
|
|
(0.8
|
)
|
|
|
(0.8
|
)
|
|
|
(0.8
|
)
|
Tax refund of interest and penalties previously paid
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
Other
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
40.3
|
%
|
|
|
39.5
|
%
|
|
|
40.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes result from temporary differences between
the financial statement carrying amounts and the tax bases of
existing assets and liabilities. Significant components of
deferred tax assets and liabilities as of March 31, 2009
and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Accrued liabilities for loyalty programs
|
|
¥
|
72,073
|
|
|
¥
|
110,700
|
|
Property, plant and equipment and intangible assets principally
due to differences in depreciation and amortization
|
|
|
84,816
|
|
|
|
94,530
|
|
Liability for employees retirement benefits
|
|
|
59,019
|
|
|
|
55,876
|
|
Deferred revenues regarding Nikagetsu Kurikoshi
(2 month carry-over)
|
|
|
35,774
|
|
|
|
29,451
|
|
Accrued enterprise tax
|
|
|
16,796
|
|
|
|
13,903
|
|
Compensated absences
|
|
|
12,809
|
|
|
|
12,758
|
|
Marketable securities and other investments
|
|
|
21,164
|
|
|
|
11,535
|
|
Foreign currency translation adjustment
|
|
|
14,324
|
|
|
|
11,266
|
|
Investments in affiliates
|
|
|
3,207
|
|
|
|
9,574
|
|
Inventories
|
|
|
4,239
|
|
|
|
8,989
|
|
Accrued bonus
|
|
|
7,059
|
|
|
|
7,287
|
|
Accrued commissions to agent resellers
|
|
|
4,502
|
|
|
|
4,600
|
|
Unrealized holding losses on
available-for-sale
securities
|
|
|
2,835
|
|
|
|
|
|
Other
|
|
|
16,886
|
|
|
|
18,267
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
¥
|
355,503
|
|
|
¥
|
388,736
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Unrealized holding gains on
available-for-sale
securities
|
|
¥
|
|
|
|
¥
|
7,610
|
|
Identifiable intangible assets
|
|
|
|
|
|
|
4,135
|
|
Property, plant and equipment due to differences in capitalized
interest
|
|
|
2,818
|
|
|
|
3,066
|
|
Other
|
|
|
1,419
|
|
|
|
753
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
¥
|
4,237
|
|
|
¥
|
15,564
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
¥
|
351,266
|
|
|
¥
|
373,172
|
|
|
|
|
|
|
|
|
|
|
F-45
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of net deferred tax assets included in the
consolidated balance sheets as of March 31, 2009 and 2010
were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
2010
|
|
|
Deferred tax assets (Current assets)
|
|
¥
|
102,903
|
|
|
¥
|
100,545
|
|
Deferred tax assets (Non-current investments and other assets)
|
|
|
248,896
|
|
|
|
274,048
|
|
Other current liabilities
|
|
|
(92
|
)
|
|
|
|
|
Other long-term liabilities
|
|
|
(441
|
)
|
|
|
(1,421
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
351,266
|
|
|
¥
|
373,172
|
|
|
|
|
|
|
|
|
|
|
As of and for the years ended March 31, 2008, 2009 and
2010, DOCOMO had no material unrecognized tax benefits which
would favorably affect the effective income tax rate in future
periods and does not believe that there will be any significant
increases or decreases within the next 12 months. The total
amounts of interest and penalties related to unrecognized tax
benefits for the years ended March 31, 2008, 2009 and 2010
are immaterial.
In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences and tax loss
carry-forwards become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Management believes that it is more likely than not
all of the deferred tax assets will be realized, however, that
assessment could change in the near term if estimates of future
taxable income during the carry-forward period are reduced.
DOCOMO mainly files income tax returns in Japan. DOCOMO is no
longer subject to regular income tax examination by the tax
authority before the year ended March 31, 2009.
Other
taxes
The consumption tax rate for all taxable goods and services,
with minor exceptions, is 5%. Consumption tax payable or
receivable is determined based on consumption taxes levied on
operating revenues offset by consumption taxes directly incurred
by DOCOMO when purchasing goods and services.
F-46
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
17.
|
Commitments
and contingencies:
|
Leases
DOCOMO leases certain facilities and equipment in the normal
course of business under capital leases or operating leases.
Assets covered under capital leases at March 31, 2009 and
2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
Class of property
|
|
2009
|
|
|
2010
|
|
|
Tools, furniture and fixtures
|
|
¥
|
11,860
|
|
|
¥
|
11,269
|
|
Software
|
|
|
503
|
|
|
|
411
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
12,363
|
|
|
|
11,680
|
|
Less: Accumulated depreciation and amortization
|
|
|
(8,174
|
)
|
|
|
(8,033
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
4,189
|
|
|
¥
|
3,647
|
|
|
|
|
|
|
|
|
|
|
Tools, furniture and fixtures are classified as part of
property, plant and equipment, while software is classified as
part of intangible assets.
Future minimum lease payments by year under capital leases
together with the present value of the net minimum lease
payments as of March 31, 2010 were as follows:
|
|
|
|
|
|
|
Millions of
|
|
Year ending March 31,
|
|
yen
|
|
|
2011
|
|
¥
|
3,098
|
|
2012
|
|
|
2,064
|
|
2013
|
|
|
1,317
|
|
2014
|
|
|
791
|
|
2015
|
|
|
285
|
|
Thereafter
|
|
|
66
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
7,621
|
|
Less: Amount representing interest
|
|
|
(440
|
)
|
|
|
|
|
|
Present value of net minimum lease payments
|
|
|
7,181
|
|
Less: Amounts representing estimated executory costs
|
|
|
(957
|
)
|
|
|
|
|
|
Net minimum lease payments
|
|
|
6,224
|
|
Less: Current obligation
|
|
|
(2,512
|
)
|
|
|
|
|
|
Long-term capital lease obligations
|
|
¥
|
3,712
|
|
|
|
|
|
|
The above obligations are classified as part of other current
and long-term liabilities as appropriate.
F-47
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The minimum rental payments required under operating leases that
have initial or remaining non-cancellable lease terms in excess
of one year as of March 31, 2010 were as follows:
|
|
|
|
|
|
|
Millions of
|
|
Year ending March 31,
|
|
yen
|
|
|
2011
|
|
¥
|
2,958
|
|
2012
|
|
|
2,440
|
|
2013
|
|
|
1,832
|
|
2014
|
|
|
1,530
|
|
2015
|
|
|
1,482
|
|
Thereafter
|
|
|
11,390
|
|
|
|
|
|
|
Total minimum future rentals
|
|
¥
|
21,632
|
|
|
|
|
|
|
Total rental expense for all operating leases except those with
terms of 1 month or less that were not renewed for the
years ended March 31, 2008, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Minimum rentals
|
|
¥
|
70,673
|
|
|
¥
|
67,954
|
|
|
¥
|
68,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation
As of March 31, 2010, 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.
Purchase
commitments
DOCOMO has entered into various contracts for the purchase of
property, plant and equipment, inventories (primarily handsets)
and services. Commitments outstanding as of March 31, 2010
were ¥26,659 million (of which
¥2,758 million are with related parties) for property,
plant and equipment, ¥50,371 million (of which none
are with related parties) for inventories and
¥46,614 million (of which ¥2,188 million are
with related parties) for the other purchase commitments.
Loan
commitments
DOCOMO conducts the cash advance service accompanying credit
business. Total outstanding credit lines regarding loan
commitments of the cash advance service as of March 31,
2009 and 2010 were ¥61,132 million and
¥93,049 million, respectively.
Credit lines are not necessarily executed to the maximum amount
because these contracts contain a clause to lower the credit
lines if there are reasonable grounds.
Guarantees
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.
F-48
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
DOCOMO provides subscribers with guarantees for product defects
of cellular phone handsets sold by DOCOMO, but DOCOMO is
provided with similar guarantees by the handset vendors and no
liabilities were recognized for these guarantees.
Though the guarantees or indemnifications provided in
transactions other than those 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 fair value
of the obligations related to these agreements is not
significant. Accordingly, no liabilities were recognized for
these obligations.
|
|
18.
|
Fair
value measurements:
|
Fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement
date. U.S.GAAP establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair
value according to observability. The inputs are described as
follows:
|
|
|
|
Level 1
|
quoted prices in active markets for identical assets or
liabilities
|
|
Level 2
|
inputs other than quoted prices included within Level 1
that are observable for the asset or liability
|
|
Level 3
|
unobservable inputs for the asset or liability
|
DOCOMO also distinguishes assets and liabilities measured at
fair value every period on a recurring basis from those measured
on a nonrecurring basis under specific situation (for example,
impaired assets).
|
|
(1)
|
Assets
and liabilities measured at fair value on a recurring
basis
|
DOCOMOs assets and liabilities measured at fair value on a
recurring basis include
available-for-sale
securities and derivatives.
DOCOMOs assets and liabilities that were measured at fair
value on a recurring basis at March 31, 2009 and 2010 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2009
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities (domestic)
|
|
¥
|
47,998
|
|
|
¥
|
47,998
|
|
|
¥
|
|
|
|
¥
|
|
|
Equity securities (foreign)
|
|
|
64,964
|
|
|
|
64,964
|
|
|
|
|
|
|
|
|
|
Debt securities (foreign)
|
|
|
5
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
available-for-sale
securities
|
|
|
112,967
|
|
|
|
112,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
3,433
|
|
|
|
|
|
|
|
3,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
3,433
|
|
|
|
|
|
|
|
3,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
116,400
|
|
|
¥
|
112,967
|
|
|
¥
|
3,433
|
|
|
¥
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
There were no significant transfers between Level 1 and
Level 2.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2010
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities (domestic)
|
|
¥
|
53,029
|
|
|
¥
|
53,029
|
|
|
¥
|
|
|
|
¥
|
|
|
Equity securities (foreign)
|
|
|
83,598
|
|
|
|
83,598
|
|
|
|
|
|
|
|
|
|
Debt securities (foreign)
|
|
|
4
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
available-for-sale
securities
|
|
|
136,631
|
|
|
|
136,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
3,297
|
|
|
|
|
|
|
|
3,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
3,297
|
|
|
|
|
|
|
|
3,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
139,928
|
|
|
¥
|
136,631
|
|
|
¥
|
3,297
|
|
|
¥
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
¥
|
108
|
|
|
¥
|
|
|
|
¥
|
108
|
|
|
¥
|
|
|
Foreign currency option contracts
|
|
|
1,552
|
|
|
|
|
|
|
|
1,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
1,660
|
|
|
|
|
|
|
|
1,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
¥
|
1,660
|
|
|
¥
|
|
|
|
¥
|
1,660
|
|
|
¥
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no significant transfers between Level 1 and
Level 2.
Available-for-sale
securities
Available-for-sale
securities include marketable equity securities and debt
securities, which are valued using quoted prices in active
markets for identical assets. Therefore, these securities are
classified as Level 1.
Derivatives
Derivative instruments are interest rate swap agreements,
foreign exchange forward contracts and foreign currency option
contracts, which are measured using valuation provided by
financial institutions based on observable market data.
Therefore, these derivatives are classified as Level 2.
DOCOMO periodically validates the valuation of such derivatives
using observable market data, such as interest rates.
|
|
(2)
|
Assets
and liabilities measured at fair value on a nonrecurring
basis
|
Certain assets and liabilities are measured at fair value on a
nonrecurring basis and are not included in the table above.
Changes of fair value in such assets and liabilities typically
result from impairments.
DOCOMO may be required to measure fair value of long-lived
assets, equity securities whose fair values are not readily
determinable, and other assets or liabilities on a nonrecurring
basis.
F-50
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
DOCOMO omitted the disclosure about assets and liabilities
measured on a nonrecurring basis because of its immateriality.
|
|
19.
|
Financial
instruments:
|
The fair values for DOCOMOs assets and liabilities and
DOCOMOs cash flows may be negatively impacted by
fluctuations in interest rates and foreign exchange rates. To
manage these risks, DOCOMO uses derivative instruments such as
interest rate swap agreements, currency swap contracts, foreign
exchange forward contracts, non-deliverable forward contracts
(NDF) and foreign currency option contracts as needed. The
financial instruments are executed with creditworthy financial
institutions and DOCOMOs management believes that there is
little risk of default by these counterparties. DOCOMO sets and
follows internal regulations that establish conditions to enter
into derivative contracts and procedures of approving and
monitoring such contracts.
|
|
(2)
|
Fair
value of financial instruments
|
Financial
instruments
Carrying amounts of Cash and cash equivalents,
Accounts receivable, Credit card
receivables, Accounts payable, trade and
certain other financial instruments approximate their fair
values except the items separately referred below.
Long-term
debt including current portion
The fair value of long-term debt including current portion is
estimated based on the discounted amounts of future cash flows
using DOCOMOs current incremental borrowings rates for
similar liabilities.
The carrying amount and the estimated fair value of long-term
debt including current portion as of March 31, 2009 and
2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
2009
|
|
2010
|
Carrying
|
|
|
|
Carrying
|
|
|
amount
|
|
Fair value
|
|
amount
|
|
Fair value
|
|
¥
|
639,233
|
|
|
¥
|
645,504
|
|
|
¥
|
610,269
|
|
|
¥
|
621,966
|
|
Derivative
instruments
(i) Fair
value hedge
DOCOMO uses interest rate swap transactions, under which DOCOMO
receives fixed rate interest payments and pays floating rate
interest payments, to hedge the changes in fair value of certain
debt as a part of its asset-liability management (ALM).
DOCOMO designated these derivatives as fair value hedges
utilizing the short-cut method, which permits an assumption of
no ineffectiveness if the terms of these derivatives and those
of certain hedged debt are identical.
F-51
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The contract amount and fair value of the interest rate swap
agreement as of March 31, 2009 and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Term
|
|
|
|
|
|
Millions of yen
|
(in the year
|
|
Weighted average rate per annum
|
|
2009
|
ended/ending
|
|
Receive
|
|
Pay
|
|
Contract
|
|
Fair
|
March 31,)
|
|
fixed
|
|
floating
|
|
Amount
|
|
value
|
|
2004-2012
|
|
|
1.5
|
%
|
|
|
1.0
|
%
|
|
¥
|
235,800
|
|
|
¥
|
3,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Term
|
|
|
|
|
|
Millions of yen
|
(in the year
|
|
Weighted average rate per annum
|
|
2010
|
ended/ending
|
|
Receive
|
|
Pay
|
|
Contract
|
|
Fair
|
March 31,)
|
|
fixed
|
|
floating
|
|
Amount
|
|
value
|
|
2004-2012
|
|
|
1.5
|
%
|
|
|
0.7
|
%
|
|
¥
|
235,800
|
|
|
¥
|
3,297
|
|
The interest rate swap agreements have remaining terms to
maturity ranging from 1 year to 1 year and
9 months.
(ii) Cash
flow hedge
From February 2005 to March 2008, DOCOMO entered into a currency
swap contract to hedge currency exchange risk associated with
the principal and interest payments of the $100 million
unsecured corporate bonds. As this currency swap contract
qualified as a cash flow hedge instrument for accounting
purposes and all the essential terms of the currency swap and
those of the hedged item are identical, there was no ineffective
portion to the hedge. The gain or loss from the fluctuation in
the fair value of the swap transaction was recorded as
Accumulated other comprehensive income (loss). The
amount recorded as Accumulated other comprehensive income
(loss) was reclassified as gain or loss when the
offsetting gain or loss derived from the hedged item was
recorded in the accompanying consolidated statements of income
and comprehensive income.
In March 2008, DOCOMO redeemed the $100 million unsecured
corporate bonds hedged by the contract. DOCOMO did not hold any
currency swap contracts from March 31, 2008 to
March 31, 2010.
(iii)
Derivatives not designated as hedging instruments
DOCOMO had foreign exchange forward contracts and foreign
currency option contracts to hedge currency exchange risk
associated with foreign currency assets and liabilities. DOCOMO
did not designate such derivative instruments as hedging
instruments.
The contract amounts as of March 31, 2009 and 2010 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
2009
|
|
|
2010
|
|
|
Foreign exchange risk management
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
¥
|
|
|
|
¥
|
4,478
|
|
Foreign currency option contracts
|
|
|
|
|
|
|
21,285
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
|
|
|
¥
|
25,763
|
|
|
|
|
|
|
|
|
|
|
F-52
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(iv) The
effect on the consolidated balance sheets
The locations and carrying amounts of the derivative instruments
as of March 31, 2009 and 2010, recorded in the accompanying
consolidated balance sheets, were as follows:
Asset
derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
Locations
|
|
2009
|
|
|
2010
|
|
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Prepaid expenses and other current assets
|
|
¥
|
|
|
|
¥
|
630
|
|
|
|
Other assets
|
|
|
3,433
|
|
|
|
2,667
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
3,433
|
|
|
¥
|
3,297
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
Locations
|
|
2009
|
|
|
2010
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
Other current liabilities
|
|
¥
|
|
|
|
¥
|
108
|
|
Foreign currency option contracts
|
|
Other current liabilities
|
|
|
|
|
|
|
404
|
|
|
|
Other long-term liabilities
|
|
|
|
|
|
|
1,148
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
|
|
|
¥
|
1,660
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of derivative instruments were measured using
valuation provided by financial institutions based on observable
market data and represent the amount that DOCOMO could have
settled with the counterparties to terminate the contracts
outstanding as of March 31, 2009 and 2010.
|
|
(v) |
The effect on the consolidated statements of income and
comprehensive income
|
The locations and gain (loss) amounts of the derivative
instruments for the years ended March 31, 2008, 2009 and
2010, recognized in the accompanying consolidated statements of
income and comprehensive income, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain (loss) recognized in income
|
|
|
|
|
|
on derivative
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
Locations
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Derivatives in fair value hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Other, net*
|
|
¥
|
2,653
|
|
|
¥
|
(78
|
)
|
|
¥
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
2,653
|
|
|
¥
|
(78
|
)
|
|
¥
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-53
NTT
DOCOMO, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain (loss) reclassified from
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
other comprehensive income
|
|
|
|
|
|
(loss) into income
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
Locations
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency swap contract
|
|
Interest expense
|
|
¥
|
348
|
|
|
¥
|
|
|
|
¥
|
|
|
|
|
Other, net*
|
|
|
(1,462
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
(1,114
|
)
|
|
¥
|
|
|
|
¥
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain (loss) recognized in income
|
|
|
|
|
|
on derivative
|
|
|
|
|
|
Millions of yen
|
|
Instruments
|
|
Locations
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
|
Other, net*
|
|
¥
|
18
|
|
|
¥
|
(1,090
|
)
|
|
¥
|
67
|
|
Non-deliverable forward contracts (NDF)
|
|
Other, net*
|
|
|
(13
|
)
|
|
|
(4,050
|
)
|
|
|
16
|
|
Foreign currency option contracts
|
|
Other, net*
|
|
|
(110
|
)
|
|
|
|
|
|
|
(565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
(105
|
)
|
|
¥
|
(5,140
|
)
|
|
¥
|
(482
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Other, net was included in Other income
(expense). |
|
|
(vi)
|
Contingent
features in derivatives
|
As of March 31, 2010, DOCOMO had no derivative instruments
with credit-risk-related contingent features.
Other
Information regarding Investments in affiliates and
Marketable securities and other investments is
disclosed in Notes 5 and 6, respectively.
|
|
(3)
|
Concentrations
of risk
|
As of March 31, 2010, 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 results of operations.
F-54
Schedule Of Valuation And Qualifying Accounts Disclosure
NTT
DOCOMO, INC. AND SUBSIDIARIES
FINANCIAL STATEMENT SCHEDULE
YEARS ENDED MARCH 31, 2008, 2009 and 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of
|
|
|
|
|
|
|
|
|
Balance at End
|
|
|
|
Year
|
|
|
Additions
|
|
|
Deductions*
|
|
|
of Year
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
¥
|
13,178
|
|
|
¥
|
12,107
|
|
|
¥
|
(8,784
|
)
|
|
¥
|
16,501
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
¥
|
16,501
|
|
|
¥
|
9,898
|
|
|
¥
|
(9,977
|
)
|
|
¥
|
16,422
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
¥
|
16,422
|
|
|
¥
|
13,990
|
|
|
¥
|
(10,732
|
)
|
|
¥
|
19,680
|
|
F-55
SIGNATURE
The registrant hereby certifies that it meets all of the
requirements for filing on
Form 20-F
and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
NTT DOCOMO, INC.
Ryuji Yamada
President and Chief Executive Officer
Date: June 24, 2010