Prepared by R.R. Donnelley Financial -- Form 6-K
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FORM 6-K
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 333-81598
 
For the month of June 2002.
Total number of pages:  59
 
NTT DoCoMo, Inc.
(Translation of registrant’s name into English)
 
Sanno Park Tower 11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F X              Form 40-F             
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes             No X
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                                             

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Information furnished on this form:
 
EXHIBITS
 
Exhibit Number
 
1.
 
English translation, dated May 31, 2002, of Notice of Convocation of the 11th Ordinary General Meeting of Shareholders.
2.
 
English translation of report to shareholders regarding the 11th fiscal year of NTT DoCoMo, Inc.

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
       
NTT DoCoMo, Inc.
Date: June  4, 2002
      
By:
  
/s/    MASAYUKI HIRATA       
Masayuki Hirata
Executive Vice President and
Chief Financial Officer

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Exhibit 1
 
[Translation]
 
(Note: This English translation is provided solely for convenience of overseas shareholders. In case of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.)
 
May 31, 2002
 
To Shareholders
 
NTT DoCoMo, Inc.
11-1, Nagatacho 2-chome
Chiyoda-ku, Tokyo
Keiji Tachikawa
President and Represenative Director
 
NOTICE OF CONVOCATION OF
THE 11th ORDINARY GENERAL MEETING OF SHAREHOLDERS
 
Dear Shareholders:
 
Notice is hereby given that the 11th Ordinary General Meeting of Shareholders of the Company will be held as described below. You are cordially invited to attend the General Meeting.
 
Particulars
 
1.  Date and Time:
Thursday, June 20, 2002 at 10:00 a.m.
 
2.  Place of the Meeting:
Goshiki-no-ma, Goshiki 2nd Floor
 
Akasaka Prince Hotel
 
1-2, Kioi-cho Chiyoda-ku, Tokyo
 
3.  Matters to be dealt with at the Meeting:
 
Matters to be reported:
 
Report on Business Report and Statement of Income for the 11th Fiscal Year (from April 1, 2001 to March 31, 2002) and Balance Sheet as of March 31, 2002
 
Matters to be resolved:
 
First Item of Business:
Approval of proposed appropriation of retained earnings for the 11th Fiscal Year
 
Second Item of Business:
Reduction of additional paid-in capital Summary of this item appears in the “Reference Document Pertaining to Exercise of Voting Rights” on page 3 to follow.
 
Third Item of Business:
Repurchase of shares Summary of this item appears in the “Reference Document Pertaining to Exercise of Voting Rights” on page 3 to follow.

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Fourth Item of Business:
Partial amendment to the Articles of Incorporation Summary of this item appears in the “Reference Document Pertaining to Exercise of Voting Rights” on pages 4-8 to follow.
 
Fifth Item of Business:
Election of 27 Directors
 
Sixth Item of Business:
Election of 2 Corporate Auditors
 
Seventh Item of Business:
Award of retirement benefits payment to retiring Directors and Corporate Auditors
 
Financial Statements and certified copy of Independent Auditor’s Report required to be attached to this Notice are as stated in the attached “Report for the 11th Fiscal Year” (from page 2 to page 36).
 
 
If you attend the General Meeting in person, please present the enclosed voting form to the receptionist at the General Meeting.

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Reference Document Pertaining to Exercise of Voting Rights
 
        1.  Total number of voting rights held by all shareholders:
 
10,035,816 voting rights
 
        2.  Items of Business and Matters for Reference:
 
First Item of Business:    Approval of Proposed Appropriation of Retained Earnings for the 11th Fiscal Year
 
The proposal for appropriation of retained earnings of the Company for this fiscal year is as stated in the “Report for the 11th Fiscal Year” (page 33) attached hereto.
 
It is proposed to dispose of a part of the general reserve because the Company recorded a net loss for this fiscal year due to the impairment loss of shares of affiliates with respect to, among others, foreign companies in which the Company invested.
 
As the Company will see the “10th anniversary of commencement of business” in July 2002, it is proposed to declare a memorial dividend of ¥500 in addition to the ordinary dividend of ¥500 to show appreciation for the support of shareholders; therefore, the aggregate amount of the year-end dividend will be ¥1,000 per share.
 
As a result, the aggregate amount of the annual dividends for this fiscal year will be ¥1,500 per share, including the interim dividend paid in November 2001.
 
Second Item of Business:    Reduction of Additional Paid-in Capital
 
Pursuant to the provisions of Paragraph 2 of Article 289 of the Commercial Code of Japan, it is proposed to reduce the amount of the additional paid-in capital by ¥1 trillion out of the current amount of ¥1,292,385,011,245 for the purpose of repurchase of shares stated in the third item of business of flexible development of capital policy in the future and of security of source available for dividend payouts.
 
Third Item of Business:    Repurchase of Shares
 
In connection with the stock-for-stock exchanges between the Company and each of the eight regional DoCoMo subsidiaries to make preparation for possible adoption of the consolidated tax returns system and to improve the overall group value by unifying development of its business and financing strategies, it is proposed to repurchase up to 1,000,000 shares of common stock of the Company and up to an aggregate repurchase price of ¥500,000 million, during the term between the close of this Ordinary General Meeting of Shareholders and the close of the next following Ordinary General Meeting of Shareholders pursuant to the provisions of Article 210 of the Commercial Code of Japan in order to transfer treasury shares, in lieu of issuing new shares, to the respective shareholders of the regional DoCoMo subsidiaries, which shall become wholly-owned subsidiaries of the Company.
 
This item of business is on the condition that the second item of business, “Reduction of Additional Paid-in Capital” is approved and passed.

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Fourth Item of Business:    Partial Amendment to the Articles of Incorporation
 
1.  Reasons for Amendments
 
 
(1)
 
As the “Law Concerning Partial Amendments, Etc. of the Commercial Code, Etc. of Japan” (Law No.79 of 2001) became effective on October 1, 2001, amendments such as abolition of par value shares, organization of rights of holders of fractional shares were made. In line with these amendments, it is proposed to delete the provisions related to par value shares and the provisions related to holders of fractional shares and to make amendments to the provisions related to the quorum for election of Directors and Corporate Auditors.
 
 
(2)
 
As the “Law Concerning Partial Amendments to the Commercial Code, Etc. of Japan” (Law No.128 of 2001) became effective on April 1, 2002, preparation of corporate documents in electronic format has been permitted; the stock acquisition right system was established and necessary arrangements were made to the provisions related to convertible bonds which were in effect before such amendments to the Commercial Code of Japan. In line with these amendments, it is proposed to make arrangements for provisions which enable the Company to prepare the minutes of general meetings of shareholders, the shareholders’ register and the ledger of fractional shares in electronic formats and to delete the provisions related to dividends for shares issued upon conversion of convertible bonds under the Commercial Code of Japan which were in effect before the amendment.
 
 
(3)
 
As the “Law Concerning the Partial Amendments to the Commercial Code and the Law Concerning Special Exceptions to the Commercial Code Related to Audit, Etc. of Joint Stock Corporation (Kabushiki Kaisha)” (Law No.149 of 2001) became effective on May 1, 2002, the term of office of Corporate Auditors has been extended to four (4) years. In line with this amendment, it is proposed to make arrangement to the provision related to the term of office of Corporate Auditors.
 
2.  Contents of Amendments
 
The contents of amendments are as follows:
 
 
   
(Provisions proposed to be amended are italicized.)
Present
  
Proposed amendments
(Total Number of Shares to be Issued, Par Value of Each Par Value Share, Non-issuance of Fractional Share Certificates)
  
(Total Number of Shares to be Issued)
Article 5.
  
Article 5.
1.  (Omitted)
  
1.  (Same as present)
2.  The par value of each par value share to be issued by the Company shall be fifty thousand yen (¥50,000).
  
2.  (To be deleted)
3.  No certificate for fractional shares shall be issued by the Company.
  
3.  (To be deleted)

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Present
  
Proposed amendments
(Rights of Holders of Fractional Shares)
  
(To be deleted)
Article 6.
    
1.  The holders of fractional shares in the Company shall be entitled to dividends and interim dividends.
    
2.  In addition to the entitlement referred to in the preceding paragraph, the holders of fractional shares shall also be entitled, subject to resolution of the Board of Directors, to new shares, convertible bonds and bonds with warrants to subscribe for new shares when the same is offered to shareholders (including beneficial shareholders; the same is applicable hereinafter).
    
(Transfer Agent)
  
(Transfer Agent)
Article 7.
  
Article 6.
1.  (Omitted)
  
1.  (Same as present)
2.  (Omitted)
  
2.  (Same as present)
3.  The shareholders’ register (including the beneficial shareholders’ register; the same is applicable hereinafter) and the ledger of fractional shares of the Company shall be kept at the place of business of the transfer agent, and the registration of transfers of shares, entry in the ledger of fractional shares, delivery of share certificates, purchase of fractional shares and any other matters relating to shares and fractional shares shall be handled by the transfer agent, and not by the Company.
  
3.  The shareholders’ register (including the beneficial shareholders’ register; the same is applicable hereinafter) and the ledger of fractional shares of the Company shall be kept at the place of business of the transfer agent, and the registration of transfers of shares, entry or record in the ledger of fractional shares, delivery of share certificates, purchase of fractional shares and any other matters relating to shares and fractional shares shall be handled by the transfer agent, and not by the Company.
(Share Handling Regulations)
  
(Share Handling Regulations)
Article 8.  The Share Handling Regulations established by the Board of Directors shall govern the denominations of share certificates issued by the Company, the registration of transfers of shares, entry in the ledger of fractional shares, delivery of share certificates, purchase of fractional shares and any other procedures for matters relating to shares and fractional shares as well as the fees therefor.
  
Article 7.  The Share Handling Regulations established by the Board of Directors shall govern the denominations of share certificates issued by the Company, the registration of transfers of shares, entry or record in the ledger of fractional shares, delivery of share certificates, purchase of fractional shares and any other procedures for matters relating to shares and fractional shares as well as the fees therefor.

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Present
  
Proposed amendments
(Record Date)
  
(Record Date)
Article 9.
  
Article 8.
1.  The Company defines that those shareholders whose names have been entered in the last shareholders’ register as at the close of accounts of each year shall be the shareholders entitled to exercise their rights at the ordinary general meeting of shareholders to be held for that accounting period.
  
1.  The Company defines that those shareholders whose names have been entered or recorded in the last shareholders’ register as at the close of accounts of each year shall be the shareholders entitled to exercise their rights at the ordinary general meeting of shareholders to be held for that accounting period.
2.  In addition to the preceding paragraph, the Company may, if necessary, define upon prior public notice given subject to resolution of the Board of Directors that those shareholders or pledgees or those holders of fractional shares whose names have been entered in the last shareholder’s register or in the last ledger of fractional shares as at a specific date shall be the shareholders or pledgees or the holders of fractional shares entitled to exercise their rights.
  
2.  In addition to the preceding paragraph, the Company may, if necessary, define upon prior public notice given subject to resolution of the Board of Directors that those shareholders or pledgees or those holders of fractional shares whose names have been entered or recorded in the last shareholder’s register or recorded in the last ledger of fractional shares as at a specific date shall be the shareholders or pledgees or the holders of fractional shares entitled to exercise their rights.
Article 10. to Article 13.  (Omitted)
  
Article 9. to Article 12.  (Same as present)
(Minutes of General Meeting of Shareholders)
  
(Minutes of General Meeting of Shareholders)
Article 14.  The substance and results of the proceedings of a general meeting of shareholders shall be stated in minutes, and the chairman at the meeting and the Directors present shall affix their respective names and seals to such minutes.
  
Article 13.  The substance and results of the proceedings of a general meeting of shareholders shall be stated or recorded in minutes, and the chairman at the meeting and the Directors present shall affix their respective names and seals or electronic signature to such minutes.
Article 15.  (Omitted)
  
Article 14.  (Same as present)

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Present
  
Proposed amendments
(Manner in Which Directors are Elected)
  
(Manner in Which Directors are Elected)
Article 16.
  
Article 15.
1.  Directors of the Company shall be elected by a resolution passed by a majority vote of the shareholders present at a general meeting of shareholders who shall represent one-third ( 1/3) or more of shares of voting stock in the total number of issued and outstanding shares.
  
1.  Directors of the Company shall be elected by a resolution passed by a majority vote of the shareholders present at a general meeting of shareholders who shall hold voting rights representing in aggregate one-third ( 1/3) or more of the voting rights held by all shareholders.
2.  (Omitted)
  
2.  (Same as present)
Article 17. to Article 21.  (Omitted)
  
Article 16. to Article 20.  (Same as present)
(Manner in Which Corporate Auditors are Elected)
  
(Manner in Which Corporate Auditors are Elected)
Article 22.  Corporate Auditors of the Company shall be elected by a resolution passed by a majority vote of the shareholders present at a general meeting of shareholders who shall represent one-third ( 1/3) or more of shares of voting stock in the total number of issued and outstanding shares.
  
Article 21.  Corporate Auditors of the Company shall be elected by a resolution passed by a majority vote of the shareholders present at a general meeting of shareholders who shall hold voting rights representing in aggregate one-third ( 1/3) or more of the voting rights held by all shareholders.
(Term of Office)
  
(Term of Office)
Article 23.
  
Article 22.
1.  The term of office of Corporate Auditors shall expire at the close of the ordinary general meeting of shareholders held with respect to the last closing of accounts within three (3) years after their assumption of office.
  
1.  The term of office of Corporate Auditors shall expire at the close of the ordinary general meeting of shareholders held with respect to the last closing of accounts within four (4) years after their assumption of office.
2.  (Omitted)
  
2. (Same as present)
Article 24. to Article 26.  (Omitted)
  
Article 23. to Article 25.  (Same as present)
(Dividends)
  
(Dividends)
Article 27.  Dividends of the Company shall be paid to the shareholders or registered pledgees or the holders of fractional shares whose names have been entered in the last shareholders’ register or in the last ledger of fractional shares as at the close of accounts of each business year.
  
Article 26.  Dividends of the Company shall be paid to the shareholders or registered pledgees or the holders of fractional shares whose names have been entered or recorded in the last shareholders’ register or in the last ledger of fractional shares as at the close of accounts of each business year.

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Present
     
Proposed amendments
(Interim Dividends)
  
(Interim Dividends)
Article 28.  The Company may, subject to resolution of the Board of Directors, pay interim dividends to the shareholders or registered pledgees or the holders of fractional shares whose names have been entered in the last shareholders’ register or in the last ledger of fractional shares as of September 30 of each year.
  
Article 27.  The Company may, subject to resolution of the Board of Directors, pay interim dividends to the shareholders or registered pledgees or the holders of fractional shares whose names have been entered or recorded in the last shareholders’ register or in the last ledger of fractional shares as of September 30 of each year.
Article 29.  (Omitted)
  
Article 28.  (Same as present)
(Dividends on Shares issued upon Conversion of Convertible Bonds)
    
Article 30.  The initial dividends and interim dividends on shares issued upon conversion of convertible bonds shall be paid, assuming that the conversion took place on April 1 if such conversion request is made during the period from April 1 to September 30 or on October 1 if such conversion request is made during the period from October 1 to March 31 of the following year.
  
(To be deleted)
(Newly Provided)
  
(Supplementary Provision)
   
Notwithstanding the provisions of Article 22, the term of office of Corporate Auditors holding office before the close of the ordinary general meeting of shareholders held with respect to the next following closing of accounts on or after May 1, 2002 shall be three (3) years.
   
This supplementary provision shall be deleted at the close of the ordinary general meeting of shareholders held with respect to the next following closing of accounts on or after May 1, 2002.

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Fifth Item of Business:    Election of 27 Directors
 
The terms of office of all Directors (27 Directors) will expire at the close of this General Meeting. Therefore, it is proposed that 27 Directors be elected.
 
The candidates for Directors are as follows:
 
Candidate
Number
   
Name
(Date of Birth)
   
History and Positions
     
Number of
NTT
DoCoMo
Shares
Owned
1
   
Keiji Tachikawa
(May 27, 1939)

   
Keiji Tachikawa joined NTT Public Corporation in 1962. He became a Senior Executive Vice President of NTT in 1996. He also became a Senior Executive Vice President of our company in 1997.
 
He has served as the President and Chief Executive Officer of our company since 1998 and as a Representative Director of our company since 1997.
     
93
2
   
Shiro Tsuda
(Oct 5, 1945)

   
Shiro Tsuda joined NTT Public Corporation in 1970. He became a Senior Vice President of our company in 1996 and an Executive Vice President of our company in 1998.
 
He has served as a Senior Executive Vice President of our company and as a Senior Executive Manager, Network Division since 2001 and a Director of our company since 1996.
     
68
3
   
Toyotaro Kato
(May 14, 1940)

   
Toyotaro Kato joined The Ministry of Posts and Telecommunications in 1965. He became a Counselor of Showa Electric Wire & Cable Co., Ltd. in 1996 and an Executive Vice President of our company in 1998.
 
He has served as an Executive Vice President of our company and General Manager of the Kanagawa Branch since 2001 and as a Director of our company since 1998.
     
43
4
   
Masao Nakamura
(Nov 11, 1944)

   
Masao Nakamura joined NTT Public Corporation in 1969. He became a General Manager of the Saitama Branch of NTT in 1996. He also became a Senior Vice President of our company in 1998 and an Executive Vice President of our company in 1999.
 
He has served as an Executive Vice President of our company and Senior Executive Manager of the Mobile Multimedia Division since 2001 and as a Director of our company since 1998.
     
37

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Candidate
Number
   
Name
(Date of Birth)
   
History and Positions
     
Number of
NTT
DoCoMo
Shares
Owned
5
   
Kimio Tani
(Mar 7, 1947)

   
Kimio Tani joined NTT Public Corporation in 1970. He became a Senior Vice President of our company in 1998 and an Executive Vice President of our company in 2001.
 
He has served as an Executive Vice President of our company and Executive Manager of the Corporate Strategy Planning Department since 2001 and as a Director of our company since 1998.
     
33
6
   
Masayuki Hirata
(Jul 30, 1947)

   
Masayuki Hirata joined NTT Public Corporation in 1970. He became an Executive Manager of Department IV of NTT in 1999, a Senior Vice President of our company in 2000 and an Executive Vice President of our company in 2001.
 
He has served as an Executive Vice President of our company and Executive Manager of the Accounts and Finance Department since 2001 and as a Director of our company since 2000.
     
13
7
   
Kota Kinoshita
(Jan 2, 1947)


   
Kota Kinoshita joined NTT Public Corporation in 1971. He became a Senior Vice President of our company in 1998.
 
He has served as a Senior Vice President of our company and Senior Executive Manager of the Research and Development Division since 2001 and as a Director of our company since 1998.
 
He also has served as the President of DoCoMo Technology since 2001.
     
27
8
   
Kunio Ishikawa
(Sept 2, 1948)

   
Kunio Ishikawa joined NTT Public Corporation in 1971. He became a Senior Vice President of our company in 1999.
 
He has served as a Senior Vice President of our company and Executive Manager of the Personnel Development Department since 2000 and as a Director of our company since 1999.
     
29
9
   
Kunio Ushioda
(Sept 22, 1946)

   
Kunio Ushioda joined NTT Public Corporation in 1969. He became a Senior Vice President of NTT East in 1999 and a Senior Vice President of our company in 2000.
 
He has served as a Senior Vice President of our company and Senior Executive Manager of the Corporate Marketing Division since 2001 and as a Director of our company since 2000.
     
10

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Candidate
Number
   
Name
(Date of Birth)
   
History and Positions
     
Number of
NTT
DoCoMo
Shares
Owned
10
   
Noboru Inoue
(Nov 6, 1948)

   
Noboru Inoue joined NTT Public Corporation in 1971. He became a Senior Vice President of our company in 2000.
 
He has served as a Senior Vice President of our company and Executive Manager of the Marketing Planning Department since 2001 and as a Director of our company since 2000.
     
12
11
   
Hideaki Yumiba
(Mar 15, 1948)

   
Hideaki Yumiba joined NTT Public Corporation in 1972. He became a Senior Vice President of our company in 2000.
 
He has served as a Senior Vice President of our company and Executive Manager of the Core Network Development Department since 2000 and as a Director of our company since 1998.
     
30
12
   
Kunito Abe
(Aug 18, 1945)

   
Kunito Abe joined The Ministry of Posts and Telecommunications in 1968, the Telecommunications Advancement Organizations of Japan in 1995 and became a Senior Vice President of our company in 1998.
 
He has served as a Senior Vice President of our company and General Manager of the Shibuya Branch since 2001 and as a Director of our company since 1998.
     
57
13
   
Kei-ichi Enoki
(Mar 15, 1949)

   
Kei-ichi Enoki joined NTT Public Corporation in 1974. He became a Senior Vice President of our company in 2000.
 
He has served as a Senior Vice President of our company and Senior Executive Manager of the i-mode Business Division since 2001 and as a Director of our company since 2000.
     
31
14
   
Yasuhiro Kadowaki
(Apr 30, 1948)

   
Yasuhiro Kadowaki joined NTT Public Corporation in 1971. He became an Executive Manager of the General Affairs Department of NTT West in 1999 and a Senior Vice President of our company in 2001.
 
He has served as a Senior Vice President of our company and Deputy Senior Executive Manager of the Corporate Marketing Division since 2001 and as a Director of our company since 2001.
     
9
15
   
Yoshiaki Aigami
(Oct 3, 1949)


   
Yoshiaki Aigami joined NTT Public Corporation in 1972. He became a Senior Vice President of our company in 2001.
 
He has served as a Senior Vice President of our company and Executive Manager of the Network Planning Department since 2001 and as a Director of our company since 2001.
 
He also has served as the Chairman of In-Tunnel Cellular Association since 2001.
     
10

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Candidate
Number
   
Name
(Date of Birth)
   
History and Positions
     
Number of
NTT
DoCoMo
Shares
Owned
16
   
Takanori Utano
(Sept 20, 1949)

   
Takanori Utano joined NTT Public Corporation in 1974. He became a Senior Vice President of our company in 2001.
 
He has served as a Senior Vice President of our company and Executive Manager of the Radio Network Development Department since 2001 and as a Director of our company since 2001.
     
11
17
   
Kiyoyuki Tsujimura
(Jan 11, 1950)

   
Kiyoyuki Tsujimura joined NTT Public Corporation in 1975. He became a Senior Vice President of our company in 2001.
 
He has served as a Senior Vice President of our company and Executive Manager of the Global Business Department since 2001 and as a Director of our company since 2001.
     
36
18
   
Shunichi Tamari
(Jan 10, 1949)

   
Shunichi Tamari joined NTT Public Corporation in 1971. He became a Senior Vice President of NTT DoCoMo Hokuriku in 1999.
 
He has served as an Executive Vice President since 2001 and as a Representative Director since 1999 of NTT DoCoMo Hokuriku.
     
20
19
   
Tamon Mitsuishi
(Apr 22, 1949)
   
Tamon Mitsuishi joined NTT Public Corporation in 1974.
He has served as a Senior Vice President and a Director of NTT DoCoMo Kansai since 2000.
     
5
20
   
Toshiharu Nishigaichi
(July 11, 1949)
   
Toshiharu Nishigaichi joined NTT Public Corporation in 1972.
 
He has served as a Director of NTT DoCoMo Chugoku since 1999.
     
36
21
   
Takashi Sakamoto
(Jan 13, 1949)

   
Takashi Sakamoto joined NTT Public Corporation in 1973.
 
He has served as an Executive Manager of the Public Relations Department of our company since 2001.
     
5
22
   
Shuro Hoshizawa
(Jun 17, 1949)

   
Shuro Hoshizawa to joined NTT Public Corporation in 1973.
 
He has served as a Senior Manager, Corporate Strategy Planning Department of NTT East since 1999.
     
5
23
   
Minoru Hyuga
(Sept 2, 1950)

   
Minoru Hyuga joined NTT Public Corporation in 1973.
 
He has served as an Executive Manager of the Information Systems Department of our company since 2000.
     
25
24
   
Eiji Hagiwara
(Nov 1, 1950)

   
Eiji Hagiwara joined NTT Public Corporation in 1975.
 
He has served as an Executive Manager of the System Service Department of our company since 2001.
     
7
25
   
Yoshiaki Noda
(May 4, 1949)

   
Yoshiaki Noda joined NTT Public Corporation in 1974.
 
He has served as an Executive Manager of the Agency Management Department of our company since 2000.
     
5
26
   
Hideki Niimi
(Feb 26, 1951)

   
Hideki Niimi joined NTT Public Corporation in 1976.
 
He has served as an Executive Manager of the Mobile Multimedia Planning Department of our company since 2000.
     
6
27
   
Masayuki Yamamura
(Mar 30, 1953)

   
Masayuki Yamamura joined NTT Public Corporation in 1978.
 
He has served as a General Manager of Department I of NTT since 1999.
     
5
(Notes)
1.
 
Mr. Kota Kinoshita is the President and Representative Director of DoCoMo Technology, Inc., which has a business relationship with the Company concerning various services such as system development and research and development assistance, lease of offices, payment of charge for using various systems, etc.
2.
 
Mr. Yoshiaki Aigami is the Chairman of In-Tunnel Cellular Incorporated Association which has a business relationship with the Company concerning installation and maintenance and payment of charge.
3.
 
Mr. Shunichi Tamari is the Managing Director and Representative Director of NTT DoCoMo Hokuriku, Inc., which engages in businesses that falls under the same category as those of the Company and has a business relationship with the Company concerning entrustment of services lease of telecommunications facilities, etc.
4.
 
Mr. Masayuki Yamamura satisfies the requirements of an Outside Director stipulated in Item 7-2 of paragraph 2 of Article 188 of the Commercial Code of Japan.

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Sixth Item of Business:    Election of 2 Corporate Auditors
 
The term of office of 2 Corporate Auditors, namely Messrs. Kenichi Matsumura and Hiroyuki Moriyama, will expire at the close of this General Meeting. Therefore, to fill these vacancies, it is proposed that 2 Corporate Auditors be elected. The candidates therefor, whom the Board of Corporate Auditors has given approval, are as follows:
 
Candidate Number
   
Name (Date of Birth)
   
History and Positions
     
Number of NTT DoCoMo Shares Owned
1
   
Shinichi Nakatani
(Aug 31, 1943)
   
Shinichi Nakatani joined NTT Public Corporation in 1966. He became a Senior Vice President and a Director of our company in 1995. He has served as an Executive Vice President of NTT Advanced Technology Corporation since 1998.
     
5
2
   
Kiyomi Kamiya
(May 7, 1945)
   
Kiyomi Kamiya joined NTT Public Corporation in 1968. He became a Senior Vice President of NTT DoCoMo Hokuriku in 1993. He has served as a Senior Executive Vice President and a Representative Director of NTT DoCoMo Kyushu since 1999.
     
29
(Note)
Mr. Kiyomi Kamiya is Senior Executive Vice President and Representative Director of NTT DoCoMo Kyushu, Inc., which engages in businesses that falls under the same as those of the Company and has a business relationship with the Company concerning entrustment of services and lease of telecommunications facilities, etc.

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Seventh Item of Business:    Award of Retirement Benefits Payment to Retiring Directors and Corporate Auditors
 
It is proposed that retirement benefits payment to be awarded to 12 persons, namely Mr. Norioki Morinaga, former Senior Executive Vice President and Representative Director, who passed away on October 10, 2001; and Mr. Koji Ohboshi, Chairman and Representative Director, Mr. Ryuji Murase, Senior Executive Vice President and Representative Director, Mr. Yoshinori Uda, Senior Executive Vice President and Representative Director, Mr. Hideki Nomura, Executive Vice President, Mr. Nobuharu Ono, Executive Vice President, Mr. Itsuki Tomioka, Executive Vice President, Mr. Eisuke Sugiyama, Senior Vice President, Mr. Kenichi Aoki, Senior Vice President and Mr. Yoshihiro Yoshioka, Senior Vice President, all of who will retire at the close of this Ordinary General Meeting of Shareholders due to expiration of the full term of office; and Mr. Ken-ichi Matsumura, Corporate Auditor, and Hiroyuki Moriyama, Corporate Auditor who will resign at the close of this Ordinary General Meeting of Shareholders, in order to compensate for their services during the term of office, within a reasonable range in amount to be determined in accordance with the prescribed standard of the Company.
 
The determination of, among other things, amounts, payment date and methods is proposed to be entrusted to the Board of Directors with regard to the retiring Directors and to the Board of Corporate Auditors with regard to the retiring Corporate Auditors.
 
The Company has the prescribed internal standard concerning retirement benefits for Directors and Corporate Auditors, by which the amount of retirement benefits may be clearly calculated, and which is available for inspection to shareholders.
 
The personal history of each of the retiring Directors and Corporate Auditors is as follows:
 
Name
   
History
Kouji Ohboshi

   
Kouji Ohboshi became the President and Chief Executive Officer in 1992.
 
He has served as the Chairman since 1998 and a Representative Director of our company since 1992.

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Name
   
History
Norioki Morinaga

   
Norioki Morinaga became a Senior Vice President of our company in 1993, an Executive Vice President of our company in 1996 and a Senior Executive Vice President of our company in 1998. He had been a Director of our company since 1993.
 
He died in 2001.
Ryuji Murase
   
Ryuji Murase has served as a Senior Executive Vice President of our company since 1998 and a Representative Director of our company since 1998.
Yoshinori Uda
   
Yoshinori Uda has served as a Senior Executive Vice President of our company since 1999 and a Representative Director of our company since 1999.
Hideki Nomura

   
Hideki Nomura became a Senior Vice President of our company in 1996.
 
He has served as an Executive Vice President of our company since 1998 and a Director of our company since 1996.
Nobuharu Ono
   
Nobuharu Ono has served as an Executive Vice President of our company since 2000 and a Director of our company since 2000.
Itsuki Tomioka

   
Itsuki Tomioka became a Senior Vice President of our company in 1998.
 
He has served as an Executive Vice President of our company since 2000 and a Director of our company since 1998.
Eisuke Sugiyama
   
Eisuke Sugiyama has served as a Senior Vice President of our company since 1997 and a Director of our company since 1997.
Kenichi Aoki
   
Kenichi Aoki has served as a Senior Vice President of our company since 1998 and a Director of our company since 1998.
Yoshihiro Yoshioka
   
Yoshihiro Yoshioka has served as a Senior Vice President of our company since 1999 and a Director of our company since 1999.
Ken-ichi Matsumura
   
Ken-ichi Matsumura has served as a Corporate Auditor since 1999.
Hiroyuki Moriyama
   
Hiroyuki Moriyama has served as a Corporate Auditor since 2000.

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Exhibit 2
 
[Translation]
 
(Note:  This English translation is provided solely for the convenience of our overseas shareholders. In case of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.)
 
 
Report for the 11th Fiscal Year
For the Year From April 1, 2001 to March 31, 2002
 
 
TABLE OF CONTENTS
 
  
2
(Documents attached to the “Notice of Convocation of The 11th Ordinary General Meeting of Shareholders”)
     
  
3
  
29
  
30
  
34
  
35
  
36
(Appendices: Consolidated Financial Results)
     
  
38
  
39
  
40
  
41

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Dear shareholders:
 
We are pleased to inform you of our business results for the 11th fiscal term (from April 1, 2001 to March 31, 2002).
 
During this term, as the mobile communications market entered a transition phase from rapid expansion to stable growth, the Company steadily implemented new services at the forefront of mobile technology, including the launch of FOMA, the world’s first commercial third-generation mobile communications system, while reinforcing its core businesses and promoting mobile multimedia services.
 
As a consequence of these efforts, the total cellular subscriber count of NTT DoCoMo and its regional subsidiaries exceeded 40 million, among which the number of “i-mode” subscribers reached over 32 million, which lead to gains in both operating revenues and recurring income. However, net income was limited to ¥800 million as special losses of ¥812.8 billion were incurred due to drops in the enterprise values of the Company’s overseas investee affiliates.
 
While we regret any concern caused to our shareholders, we believe that our global expansion efforts have shown concrete progress towards our original goals. Following the launch of “i-mode” in Germany and the Netherlands through our investee affiliate earlier this year, the introduction of “i-mode” service in Belgium is planned for this summer. If we continue to facilitate our collaboration with our partners in this manner and smoothly expand “i-mode” and third-generation systems overseas, we believe our overseas investments will generate sufficient value over the mid-to-long term.
 
Going forward, we plan to reflect changes in the mobile communications market by shifting our management focus from revenues to profitability. At the same time, we are committed to maximizing our enterprise value by making utmost efforts to expand our business domain and strengthen our financial position while pursuing our three growth strategies of “multimedia”, “ubiquity” and “globalization”. We greatly appreciate your continued support.
 
May 2002
 
 
By:
  
/s/    KEIJI TACHIKAWA        
   
Keiji Tachikawa
President and CEO

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BUSINESS REPORT    For the year from April 1, 2001 to March 31, 2002
 
The term “FY” hereinafter stands for ‘fiscal year”
 
I.    Business Overview
 
1.  Developments and Results of Operations
 
(1)  General Business Conditions
 
Severe business conditions persisted in Japan throughout the fiscal year ended March 31, 2002 (hereinafter referred to as “Fiscal 2001”), with a deteriorating unemployment rate, falling income, continued weakness in personal spending, and substantial reductions in corporate earnings and capital investments.
 
Despite the overall sluggishness, the wireless communications market continued to expand, driven by the popularity of wireless Internet access services, including DoCoMo’s “i-mode” service. The national aggregate number of cellular and PHS subscriptions in Japan exceeded 74.81 million at the end of March 2002, or a penetration rate (subscriptions per population) of 58%. The number of net additional subscribers during this period, however, was limited to only about 80% of the number of additional subscribers in the previous year, demonstrating that the market has entered a transition phase from rapid expansion to stable growth. In the meantime, competition among wireless carriers has intensified as foreign capital entered the Japanese market, and each carrier continuously introduced various services and tariff packages.
 
 
•
 
Number of Cellular and PHS Subscribers over the Past Four Fiscal Years
 
      
8th fiscal term (FY1998)
     
9th fiscal term (FY1999)
     
10th fiscal term (FY2000)
     
11th fiscal term (FY2001)
      
(unit: thousand subscribers)
NTT DoCoMo Group subscribers
     
25,245
     
30,797
     
37,838
     
42,705
Total subscribers in Japan *
     
47,310
     
56,849
     
66,785
     
74,819
*
 
Source: The Telecommunications Carriers Association
 
To quickly respond to these changes in the market, in addition to reinforcing its core businesses, DoCoMo endeavored to expand its business domain by steadily implementing new businesses centered on its three major growth strategies: its “multimedia” strategy focused on moving “from voice to non-voice”, its “ubiquity” strategy focused on incorporating “anything mobile”, and its “globalization” strategy focused on expanding “from domestic to international” markets.
 
To further promote mobile multimedia, DoCoMo undertook measures to enrich its “i-mode” services. At the same time, as part of its efforts to cultivate new businesses, DoCoMo introduced a new location information service for corporations, “DLP service”, which takes advantage of Global Positioning System (GPS) signals. DoCoMo’s solutions business for corporate customers was strengthened in collaboration with a wide range of business partners, and a new automobile multimedia service was also developed.
 
DoCoMo started the world’s first IMT-2000, or 3G, mobile communications system, using W-CDMA

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technology, on an introductory basis on May 30, 2001, and on a fully commercialized basis in the Tokyo area from October 1, 2001. DoCoMo has gradually expanded the coverage of its 3G network since then.
 
To facilitate globalization, DoCoMo has transferred technical and business know-how pertaining to “i-mode” services and IMT-2000 to its overseas investee affiliates. As a consequence, E-Plus Mobilfunk GmbH & Co. KG (“E-Plus”) of Germany, a subsidiary of KPN Mobile N.V. (“KPN Mobile”) of the Netherlands, launched “i-mode” services in Germany on March 16, 2002.
 
In January 2002, the Company’s board of directors resolved to conduct a five-for-one stock split through the issuance of new shares on May 15, 2002, as well as to apply to list its shares on the New York Stock Exchange and London Stock Exchange in order to enhance share liquidity, improve the convenience of investors, and increase its options for fund raising. The Company’s shares were listed on the two exchanges on March 1, 2002.
 
Recognizing environmental issues as one of its most immediate and ongoing managerial concerns, DoCoMo has undertaken a number of measures to alleviate the burdens it imposes on the environment, including, among others, collection and recycling of used cellular phones, use of an “e-billing” service through which customers are informed of the amount of their bill on home pages or via e-mail instead of paper, as well as construction of environment-friendly buildings. In February 2002, DoCoMo received ISO14001 certification at all levels of its organization, including its branch offices. It also received an extremely high ranking in eco-efficiency from Innovest Strategic Value Advisors, Inc., a New York-based international investment research firm, in its rating of the world’s top telecommunications companies in June 2001.
 
As a result of the foregoing, consumer use of “i-mode” services expanded significantly and the number of cellular phone subscribers increased, which led to gains in both operating revenues and recurring profit. However, after an appraisal of the fair value of the shares of its investee affiliates in accordance with accounting standards for financial instruments, DoCoMo decided to recognize impairment losses from its investments in companies such as AT&T Wireless Services, Inc. of the United States (AT&T Wireless), KPN Mobile, KG Telecommunications Co., Ltd., of Taiwan (KG Telecom), and Hutchison 3G UK Holdings Limited of the United Kingdom (H3G UK). The impairment losses were recorded in the financial statements as special losses of ¥947.4 billion on a non-consolidated basis and ¥812.8 billion on a consolidated basis (write-down of investment in affiliated companies). As a consequence, DoCoMo recorded net losses of ¥310.7 billion on a non-consolidated basis and net income of ¥0.8 billion on a consolidated basis for the year ended March 31, 2002.

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The results for Fiscal 2001 are summarized in the table below:
 
    
FY2000
   
FY2001
     
% change
                
(unit: ¥100 million)
Non-consolidated
                 
Operating revenues
   
21,423
   
23,557
 
   
Up 10.0
Operating income
   
3,365
   
4,201
 
   
Up 24.8
Recurring profit
   
2,929
   
4,064
 
   
Up 38.8
Net income (loss)
   
1,730
   
(3,107
)
   
—  
Consolidated
                 
Operating revenues
   
46,860
   
51,715
 
   
Up 10.4
Operating income
   
7,771
   
10,028
 
   
Up 29.0
Recurring profit
   
6,869
   
8,533
 
   
Up 24.2
Net income
   
3,655
   
8
 
   
Down 99.8
 
 
•
 
Trends in Operating Revenues over the Past Four Fiscal Years
 
      
Non-consolidated
   
Consolidated
           
(unit: ¥100 million)
8th fiscal term
(FY1998)
     
14,857
   
31,183
9th fiscal term
(FY1999)
     
17,350
   
37,186
10th fiscal term
(FY2000)
     
21,423
   
46,860
11th fiscal term
(FY2001)
     
23,557
   
51,715
 
 
•
 
Trends in Recurring Profit over the Past Four Fiscal Years
 
      
Non-consolidated
   
Consolidated
           
(unit: ¥100 million)
8th fiscal term
(FY1998)
     
1,713
   
3,503
9th fiscal term
(FY1999)
     
2,327
   
5,031
10th fiscal term
(FY2000)
     
2,929
   
6,869
11th fiscal term
(FY2001)
     
4,064
   
8,533

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•
 
Trends in Net Income (Loss) over the Past Four Fiscal Years
 
      
Non-consolidated
       
Consolidated
               
(unit: ¥ 100 million)
8th fiscal term (FY1998)
     
924
 
     
2,048
9th fiscal term (FY1999)
     
1,285
 
     
2,521
10th fiscal term (FY2000)
     
1,730
 
     
3,655
11th fiscal term (FY2001)
     
(3,107
)
     
8
 
(2)  Segment Information
 
Mobile Phone Business
 
In addition to its “mova 211i” series and “i-appli”-compatible “mova 503iS” series, DoCoMo increased its product variety by releasing a new model especially tailored for use by senior customers, “mova F671i” (“Raku Raku Phone II”), in a bid to disseminate i-mode services to a broader range of age groups. At the same time, DoCoMo started its “DoCoMo Point Service” as part of its efforts to improve customer services. It also reduced its tariffs to further stimulate demand for data communications by increasing bundled free-call minutes included in monthly plan charges and by allowing a number of telephone discount packages to be used for packet charges.
 
As part of the measures to respond to customers’ diverse needs for mobile multimedia, DoCoMo introduced a new Windows® CE-compatible handheld PC “sigmarion II”, and launched “infogate”, a portal service for PDAs.
 
DoCoMo’s third-generation mobile communications service, FOMA, was commenced on a fully commercialized basis on October 1, 2001, in the areas within 30 kilometers from the center of Tokyo, after a test phase starting from May 30, 2001. Upon the launch of the fully commercialized service, three different terminal devices were offered simultaneously: the standard type “FOMA N2001”, a visual handset supporting video phone capabilities, “FOMA P2101V”, and a data card “FOMA P2401”. In November 2001, the Company launched “iMotion service”, which enables the transmission and replay of video and sound data taking advantage of FOMA’s fast packet speed of up to 384Kbps downlink, and a new handset carrying this capability “FOMA N2002” was released at the same time. In March 2002, another “iMotion”-compatible visual type handset “FOMA D2101V” was introduced. Meanwhile, in an effort to disseminate FOMA services among businesses, DoCoMo has reinforced solution sales to create new demand, proposing construction site support systems that utilize video communications and marketing support systems leveraging FOMA’s high-speed, large-volume data transmission capabilities. The Company has expanded its FOMA service areas aggressively, covering approximately 92% of the populated areas in the Kanto-Koshinestu region around Tokyo by the end of March 2002. FOMA service was commenced in the Tokai and Kansai areas around Nagoya and Osaka in December 2001, at which point about 50% of the

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populated areas in Japan were covered.
 
As for “i-mode”, DoCoMo has taken measures to improve customer convenience by providing services such as “AOLi”, which links the mail services of “i-mode” and AOL, and “iArea”, a service that enables users to easily retrieve information pertaining to the neighborhood of the customer’s location. At the same time, content offerings on “i-appli”, and DoCoMo’s other “i-mode” services were further enriched in order to boost usage. Other new services were also developed jointly with other companies, including “Cmode service”, which allows “i-mode” to interact with vending machines to offer cash-free shopping.
 
Meanwhile, DoCoMo has made utmost efforts to prevent unsolicited bulk emails, sent in massive numbers to unidentified addresses via the Internet, from bothering its customers. Such efforts include, among other things, requesting customers to change default i-mode mail addresses into alpha-numeric addresses, blocking the reception of mails sent en masse to unknown addresses and adding functions to handsets to allow mail reception only from designated domains. At the same time, the Company has taken legal action against pernicious unsolicited bulk e-mail senders.
 
With regard to satellite communications services, the Company started an in-flight telephone service and a credit phone service to further improve customer convenience and provide a stable means of communications in mountainous areas or in the event of an emergency.
 
As a result of foregoing, the number of subscribers to DoCoMo’s principal mobile phone services, and revenues at the end of Fiscal 2001 were as follows:
 
[Number of subscribers for Main Services as of March 31, 2002]
 
      
Non-consolidated
(changes from March. 31, 2001)
     
Consolidated
(changes from March. 31, 2001)
             
(unit: ¥ 100 million)
Cellular services
     
16,649
(up 11.9%)
     
40,694
(up 13.0%)
FOMA services
     
81
(—)
     
89
(—)
i-mode service*
     
12,814
(up 57.2%)
     
32,156
(up 48.2%)
Satellite mobile communications services
     
28
(2.1%)
*
 
The number of i-mode subscribers is the aggregate of PDC i-mode subscribers (non-consolidated: 12,740,000 subscribers, consolidated: 32,075,000 subscribers) and FOMA i-mode subscribers (non-consolidated: 73,000 subscribers, consolidated: 81,000 subscribers).

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[Results for the fiscal year ended March. 31, 2002]
 
      
Non-consolidated
(changes from previous year)
     
Consolidated
(changes from previous year)
Mobile phone business revenues
     
¥2,279.7 billion
(up 10.5%)
     
¥5,022.1 billion
(up 10.9%)
Cellular revenues
     
¥1,373.5 billion
(up 4.9%)
     
¥3,265.7 billion
(up 5.2%)
FOMA revenues*
     
¥1.6 billion
(—)
     
¥1.7 billion
(—)
Packet communication revenues
     
¥292.5 billion
(up 112.3%)
     
¥715.6 billion
(up 102.5%)
Satellite mobile communications revenues
     
¥9.2 billion
(down 4.9%)
Mobile phone business income
     
¥441.1 billion
(up 17.0%)
     
¥1,067.5 billion
(up 20.1%)
*
 
Inclusive of packet transmission revenues from FOMA service.
 
Trends in Cellular Phone Subscribers over the Past Four Fiscal Years
 
      
Non-consolidated
       
Consolidated
  
               
(unit: thousand subscribers)
  
8th fiscal term (FY1998)
     
10,598
 
     
23,897
 
9th fiscal term (FY1999)
     
12,418
 
     
29,356
 
10th fiscal term (FY2000)
     
14,876
 
     
36,026
 
11th fiscal term (FY2001)
     
16,730
*
     
40,783
*
*
 
Including FOMA subscribers.
 
 
•
 
Trends in i-mode Subscribers over the Past Four Fiscal Years
 
      
Non-consolidated
     
Consolidated
             
(unit: thousand subscribers)
8th fiscal term (FY1998)
     
23
     
48
9th fiscal term (FY1999)
     
1,873
     
5,603
10th fiscal term (FY2000)
     
8,151
     
21,695
11th fiscal term (FY2001)
     
12,814
     
32,156

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•
 
Trends in Mobile Phone Business Income over the Past Four Fiscal Years
 
      
Non-consolidated
     
Consolidated
             
(unit: ¥ 100 million)
8th fiscal term (FY1998)
     
—  
     
5,980
9th fiscal term (FY1999)
     
—  
     
6,957
10th fiscal term (FY2000)
     
—  
     
8,891
11th fiscal term (FY2001)
     
4,411
     
10,675
*
 
Data for the 8th , 9th and 10th fiscal terms present only the losses on a consolidated basis.
 
PHS Business
 
In a bid to promote PHS service, DoCoMo released various new products including “P-in m@ster”, a data card capable of handling both PHS and 9600bps cellular connections, “P-in memory”, a data card with a built-in memory of 16MB, “Picwalk SH712m”, a handset for the music distribution service “M-stage music” that can also support voice communications, and “Paldio 633S”, a PHS handset compatible with “Bluetooth™(*) Ver. 1.1” (a technical standard for short distance radio connections for PCs and mobile phones, etc). At the same time, DoCoMo started a new tariff discount service for data communications “P-p@c“, and increased the availability of content for music/video distribution services on PHS in order to facilitate the use of data services, while making further efforts to slash costs by utilizing its facilities more efficiently.
 
(*)
 
Bluetooth is a trademark owned by its proprietor and used by NTT DoCoMo, Inc. under license.
 
As a consequence of the foregoing, PHS subscriber count and revenues for Fiscal 2001 amounted to the following:
 
[Number of PHS subscribers as at March 31, 2002]
 
      
Non-consolidated
(changes from March. 31, 2001)
     
Consolidated
(changes from March. 31, 2001)
             
(unit: thousand subscribers)
PHS service
     
919
(up 7.3%)
     
1,922
(up 6.0%)
 
[Results for the fiscal year ended March. 31, 2002]
 
      
Non-consolidated
(changes from previous year)
     
Consolidated
(changes from previous year)
             
(unit: thousand subscribers)
PHS business revenues
     
¥59.5 billion
(down 3.9%)
     
¥114.5 billion
(up 1.3%)
Income (Loss) from PHS business
     
(¥18.4 billion)
( up 40.4%)
     
(¥58.7 billion)
(up 36.0%)

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•
 
Trends in PHS Service Subscribers over the Past Four Fiscal Years
 
      
Non-consolidated
     
Consolidated
             
(unit: thousand subscribers)
8th fiscal term (FY1998)
     
560
     
1,348
9th fiscal term (FY1999)
     
657
     
1,441
10th fiscal term (FY2000)
     
856
     
1,812
11th fiscal term (FY2001)
     
919
     
1,922
 
 
•
 
Trends in income (Losses) from PHS Business over the Past Four Fiscal Years
 
      
Non-consolidated
       
Consolidated
  
               
(unit: thousand subscribers)
  
8th fiscal term (FY1998)
     
—  
 
     
(605
)
9th fiscal term (FY1999)
     
—  
 
     
(996
)
10th fiscal term (FY2000)
     
—  
 
     
(916
)
11th fiscal term (FY2001)
     
(184
)
     
(587
)
(Notes)
1.
 
Losses for the eighth fiscal term represent the amount subsequent to the transfer of PHS business from nine NTT Personal Group companies (such as NTT Central Personal Communications Network, Inc.) on Dec. 1, 1998.
2.
 
Data for the 8th , 9th and 10th fiscal terms present only the losses on a consolidated basis.
 
Quickcast Business
 
Despite attempts to boost system sales to corporate users and municipal governments by emphasizing Quickcast’s multicast feature and information distribution capability, and to slash costs by streamlining its operations, the Quickcast business suffered from a constant decline in subscriptions as the market for pager services in Japan continued to shrink. The number of subscribers and results of operations for the Quickcast business as of the end of Fiscal 2001 are summarized below:
 
[Number of Quickcast subscribers as at March 31, 2002]
 
      
Non-consolidated
(changes from March. 31, 2001)
     
Consolidated
(changes from March. 31, 2001)
             
(unit: thousand subscribers)
Quickcast service
     
298
(down 25.6%)
     
827
(down 24.7%)

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[Results for the fiscal year ended March. 31, 2002]
 
      
Non-consolidated
(changes from previous year)
     
Consolidated
(changes from previous year)
Quickcast business revenues
     
¥9.3 billion
(down 22.7%)
     
¥10.9 billion
(down 40.9%)
Income(Loss) from Quickcast business
     
(¥1.5 billion)
(up 82.4%)
     
(¥6.3 billion)
(up 69.8%)
 
 
•
 
Trends in Quickcast service subscribers over the Past Four Fiscal Years
 
      
Non-consolidated
     
Consolidated
             
(unit: thousand subscribers)
8th fiscal term (FY1998)
     
812
     
2,111
9th fiscal term (FY1999)
     
560
     
1,444
10th fiscal term (FY2000)
     
401
     
1,098
11th fiscal term (FY2001)
     
298
     
827
 
 
•
 
Trends in income (Losses) from Quickcast Business over the Past Four Fiscal Years
 
      
Non-consolidated
       
Consolidated
  
               
(unit: ¥ 100 million)
  
8th fiscal term (FY1998)
     
—  
 
     
(294
)
9th fiscal term (FY1999)
     
—  
 
     
(491
)
10th fiscal term (FY2000)
     
—  
 
     
(211
)
11th fiscal term (FY2001)
     
(15
)
     
(63
)
(Note)    Data for the 8th , 9th and 10th fiscal terms present only the losses on a consolidated basis.
 
Miscellaneous Business
 
Thanks to measures to promote DoCoMo’s “World Call” service, an international dialing service from cellular phones, the “World Call” subscriber base rose 58.9% year on year to 433,000 at the end of March 2002. Leveraging their own technologies and know-how, the Company’s subsidiaries have expanded into new business areas, including the development of various systems and provision of new services.The results of Miscellaneous business are summarized in the table below:

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[Results for the fiscal year ended March. 31, 200]
 
      
Non-consolidated
(changes from previous year)
     
Consolidated
(changes from previous year)
Miscellaneous business revenues
     
¥7.1 billion
(up 36.0%)
     
¥23.9 billion
(down 1.9%)
Income (Loss) from Miscellaneous business
     
(¥1.0 billion)
(down 3.0%)
     
¥0.3 billion
(down 57.9%)
 
The principal new services and products launched by DoCoMo in Fiscal 2001 are listed in the table below:
 
Principal New Services Launched in Fiscal 2001
 
Service name
   
Overview
iArea
(Launched in July 2001)
   
A service that enables users to easily retrieve information related to the neighborhood of the user’s current location from iArea-compatible sites.
iMotion
(Launched in November 2001)
   
A service enabling users to download and replay image and sound data from sites using an iMotion-compatible handset.
DLP service
(Launched in November 2001)
   
A location information service for corporations that use GPS (Global Positioning System) signals.
infogate
(Launched in March 2002)
   
A portal service for PDAs which allows users to browse and use various content and applications on several mobile communications networks (cellular phone, FOMA, PHS, DoPa).

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Principal New Products Launched in Fiscal 2001
 
Product name
   
Overview
mova 210i
(Launched in April 2001)
   
An “i-mode”-compatible cellular phone
Picwalk SH712m
(Launched in April 2001)
   
A PHS phone supporting both “M-stage music” service and voice communications
mova 503iS
(Launched in May 2001)
   
An “i-appli”-compatible cellular phone
P-in m@ster
(Launched in July 2001)
   
A data-card capable of supporting both 64K data communications on PHS and 9600bps cellular data connections
mova F671i (Raku Raku Phone II)
(Launched in September 2001)
   
An “i-mode”-compatible phone with functions designed for use by a wide range of age groups.
FOMA N2001
(Launched in October 2001)
   
A standard type FOMA handset with high-quality voice communications and fast-speed, large-volume data transmission capabilities.
FOMA P2101V
(Launched in October 2001)
   
A FOMA handset with a built-in camera for video-phone service, supporting high-quality voice and fast-speed, large-volume data transmission.
FOMA P2401
(Launched in October 2001)
   
A FOMA data card for PCs designed for fast-speed, large-volume data transmission.
mova 211i
(Launched in November 2001)
   
An “i-mode”-compatible cellular phone
FOMA N2002
( Launched in November 2001)
   
A FOMA handset capable of connecting to “iMotion” sites and download and replay image and sound data.
Paldio 633S
(Launched in December 2001)
   
A PHS handset supporting “Bluetooth Ver 1.1”.
FOMA D2101V
(Launched in March 2002)
   
A FOMA handset with a built-in camera for video-phone service supporting “iMotion” capabilities.

13

Table of Contents
 
The operating revenues and operating income/losses from each business for the year ended March 31, 2002 were as described below:
 
[Non-consolidated]
 
Business
   
FY2000
     
FY2001
     
% change
                                
(¥ Billion)
Operating revenues
                                   
Mobile phone business
   
¥
2,063.0
 
   
(96.3
%)
   
2,279.7
 
   
(96.8
%)
   
up 10.5
PHS business
   
¥
61.9
 
   
(2.9
%)
   
59.5
 
   
(2.5
%)
   
down 3.9
Quickcast business
   
¥
12.0
 
   
(0.6
%)
   
¥9.3
 
   
(0.4
%)
   
down 22.7
Miscellaneous business
   
¥
5.2
 
   
(0.2
%)
   
¥7.1
 
   
(0.3
%)
   
up 36.0
Total
   
¥
2,142.3
 
   
(100.0
%)
   
¥2,355.7
 
   
(100.0
%)
   
up 10.0
Operating income (loss)
                                   
Mobile phone business
   
¥
377.1
 
   
—  
 
   
¥441.1
 
   
—  
 
   
up 17.0
PHS business
   
 
(¥30.9
)
   
—  
 
   
(¥18.4
)
   
—  
 
   
up 40.4
Quickcast business
   
 
(¥8.6
)
   
—  
 
   
(¥1.5
)
   
—  
 
   
up 82.4
Miscellaneous business
   
 
(¥1.0
)
   
—  
 
   
(¥1.0
)
   
—  
 
   
down 3.0
Total
   
 
(¥336.5
)
   
—  
 
   
¥420.1
 
   
—  
 
   
up 24.8
(Note)
 
1.
 
For operating revenues, the numbers in brackets indicate the percentage to total operating revenues.
 
2.
 
The percentage of operating revenues from the mobile phone businesses, 96.8%, can be further sub-divided into cellular revenues,58.3%, packet communication revenues, 12.4%, and other revenues (including revenues from equipment sales), 26.1%.
 
[Consolidated]
 
Business
   
FY2000
     
FY2001
     
% change
                                
(¥ Billion)
Operating revenues
                                   
Mobile phone business
   
¥
4,29.9
 
   
(96.7
%)
   
¥5,022.1
 
   
(97.1
%)
   
up 10.9
PHS business
   
¥
113.0
 
   
(2.4
%)
   
¥114.5
 
   
(2.2
%)
   
up 1.3
Quickcast business
   
¥
18.5
 
   
(0.4
%)
   
¥10.9
 
   
(0.2
%)
   
down 40.9
Miscellaneous business
   
¥
24.4
 
   
(0.5
%)
   
¥23.9
 
   
(0.5
%)
   
down 1.9
Total
   
¥
4,686.0
 
   
(100.0
%)
   
¥5,171.5
 
   
(100.0
%)
   
up 10.4
Operating income (loss)
                                   
Mobile phone business
   
¥
889.1
 
   
—  
 
   
¥1,067.5
 
   
—  
 
   
up 20.1
PHS business
   
 
(¥91.6
)
   
—  
 
   
(¥58.7
)
   
—  
 
   
up 36.0
Quickcast business
   
 
(¥21.1
)
   
—  
 
   
(¥6.3
)
   
—  
 
   
up 69.8
Miscellaneous business
   
¥
0.8
 
   
—  
 
   
¥0.3
 
   
—  
 
   
down 57.9
Total
   
¥
777.1
 
   
—  
 
   
¥1,002.8
 
   
—  
 
   
up 29.0

14

Table of Contents
(Note)
 
1.
 
For operating revenues, the numbers in brackets indicate the percentage to total operating revenues.
 
2.
 
The percentage of operating revenues from the mobile phone businesses, 97.1%, can be further sub-divided into cellular revenues, 63.1%, packet communication revenues, 13.8%, and other revenues (including revenues from equipments sales), 20.1%.
 
(3)  Capital Expenditures
 
Total capital expenditures for the fiscal year ended March 31, 2002 amounted to ¥576.8 billion on a non-consolidated basis (¥1,032.2 billion on a consolidated basis), and were used mainly to add capacity to accommodate increased demand for communications, improve network reliability, provide new services, and start and expand FOMA services.
 
The capital expenditures for cellular/automobile phone services were primarily allocated for installing base stations, switches and transmission lines for the purpose of maintaining and improving communications quality and expanding coverage in underground areas or inside buildings. Investments were also made to provide sufficient capacity for accommodating the rapidly increasing number of “i-mode” subscribers as well as to implement technical solutions to counter the unsolicited bulk e-mail problem.
 
As for FOMA, network facilities and base stations were installed so as to ensure a smooth service launch and a gradual coverage expansion thereafter.
 
Network facilities and base station allotment for the PHS business were reviewed to further improve its equipment utilization efficiency.
 
In addition, to cope with rising communications demand, new buildings for telecommunications equipment were constructed.
 
Principal equipment and facilities completed during Fiscal 2001 include the following:
 
[Principal Facilities Completed in Fiscal 2001]
 
Item
   
Non-consolidated
   
Consolidated
Mobile Phone*
          
Newly installed base stations
   
2,087 stations
   
4,056 stations
Local switches
   
30 units
   
76 units
Packet local switches
   
29 units
   
87 units
Long distance
transmission lines
   
15 sections
   
52 sections
PHS
          
Newly installed base stations
   
10,080 stations
   
24,742 stations
Buildings for telecommunications facilities
   
1 site
   
4 sites
*
 
Inclusive of facilities for FOMA services.

15

Table of Contents
 
 
•
 
Trends in Capital Expenditure over the Past Four Fiscal Years
 
      
Non-consolidated
     
Consolidated
  
             
(unit: ¥ 100 million)
  
8th fiscal term (FY1998)
     
4,581
 
   
8,458
 
9th fiscal term (FY1999)
     
4,505
 
   
8,760
 
10th fiscal term (FY2000)
     
5,856
 
   
10,127
 
11th fiscal term (FY2001)
     
5,768
(1)
   
10,322
(2)
(Notes)
(1)
 
The non-consolidated amount is composed of capital expenditures in the following businesses:
         Cellular phone business: 57.5%, PHS business: 1.0%, Quickcast business: 0.0%, Common (Buildings for telecommunications facilities, etc.): 41.5%.
(2)
 
The consolidated amount is composed of capital expenditures in the following businesses:
         Cellular phone business: 68.8%, PHS business: 1.2%, Quickcast business: 0.0%, Common (Buildings for telecommunications facilities, etc.): 30.0%.
 
(4) Financing Activities
 
During the fiscal year ended March 31, 2002, the Company raised ¥420 billion through the issuance of corporate bonds and ¥267 billion through long-term borrowings in order to pay down debts.
 
(5) R&D Activities
 
The Company carried out research and development for the following purposes during the year ended March 31, 2002: launch of FOMA service; provision of various advanced services by capacity expansion and cost reduction of existing networks; and basic research on technologies for future advancement of mobile communications.
 
Total R&D expenditure in Fiscal 2001 was ¥100.1 billion. Details of significant research projects are described below:
 
As for FOMA services, research was performed on W-CDMA radio access equipment, ATM network technology, compact size standard/visual type handsets and dedicated data cards, and various other equipment required for the provision of multimedia services, while conducting various system tests in preparation for the launch of commercial services. To enhance the service offerings and facilitate the global deployment of FOMA in the future, the Company initiated the development of video mail and international roaming services as well. Furthermore, the Company participated in international standardization activities for WAP and other technologies.
 
In addition, developments for capacity expansion and system stabilization for existing networks were also performed to cope with the increasing demand for “i-mode” services. In addition, new functionalities were developed to counter the unsolicited bulk e-mail problem, such as a selective receiving function from designated domains and the capability to block the reception of a large number of unsolicited bulk e-mails sent to unidentified addresses. Meanwhile, development of interface equipment for allowing open access to

16

Table of Contents
 
“i-mode” service was started.
 
With regard to future technologies, the Company conducted research on network transport technologies and fast-speed radio access schemes to enable voice/data transmissions on IP core networks to realize a flexible and inexpensive communications network. At the same time, basic research on technologies that can be applied to fourth-generation mobile networks or other future systems was performed with the goal to further advance services.
 
 
•
 
Trends in R&D Expenditure over the Past Four Fiscal Years
 
      
(unit: ¥ 100 million)
8th fiscal term (FY1998)
     
410
9th fiscal term (FY1999)
     
892
10th fiscal term (FY2000)
     
953
11th fiscal term (FY2001)
     
1,001
 
 
•
 
FOMA Deployment (planned)
 
Deployment of New Services
(In order of deployment)

   
(FY 2002)
V-Live service
M-stage service
FOMA/PDC dual network
Visual mails
 
(FY 2003 and ahead)
International Roaming
Mobile EC Location information
Handset Evolution
(In order of deployment)

   
(FY 2002)
SOHO type (already launched on April 16th, 2002)
PDA type
Smaller and lighter handsets
Handsets with longer battery life
 
(FY 2003 and ahead)
FOMA/PDC Dual mode

17

Table of Contents
 
 
•
 
Mobile Portal Service Global Deployment
 
Partners (Country)
   
Ownership
  
Mobile Portal Service Deployment
AT&T Wireless (USA)
   
16%
 
  
mMode : Launched April 2002
 
KPN Mobile (Netherlands)

   
15%
 

  
i-mode: Germany : Launched March 2002: Netherlands: Launched April 2002. Belgium: Launch planned for June 2002 (in preparation)
 
Bouygues Telecom (France)
   
None

  
i-mode: Launch planned for April 2003 (in preparation)
 
Hutchison Telecom (Hong Kong)
   
25.4%
  
Orangeworld : Launched May 2000
 
KG Telecom (Taiwan)
   
21.4%

  
igogo : Launched August 2001 i-mode : Launch by 2Q/2002 (in preparation)
 
Telefonica cellular (Brazil)
   
3.6%
  
e-mocion : Launched July 2000
(Note)    NTT DoCoMo also has an ownership interest of 20% in Hutchison 3G (UK).
 
2.    Challenges to be Tackled by the Company
 
The mobile communications market in Japan is currently facing a major transition to a period of stable growth, with a rising penetration rate and rapidly increasing demand for data communications services. Against this backdrop, DoCoMo has decided to attach greater emphasis on profits rather than revenues. While reinforcing its existing core businesses, it will continue to expand its business by pursuing the three major strategies of “multimedia”, “ubiquity”, and “globalization” under the slogan “creating a new world of communications culture”.
 
In order to strengthen its core businesses, DoCoMo plans to continue maintaining and enhancing its network quality and to offer diversified tariff packages. New services and products catering to customer needs, including handsets with built-in cameras or infrared communications capability, are also planned for release to acquire more new customers, decrease customer turn-over and encourage usage by customers. As for “i-mode”, DoCoMo intends to stimulate further usage by offering handsets supporting faster downlink packet speeds and greater “i-appli” content size, which will enable the distribution of large-volume content. As part of the offerings for ubiquitous services, the group intends to provide electronic commerce services that will realize cash-free shopping on mobile phones as well as services to remotely control intelligent home appliances, and thereby expand usage in “person-to-machine” and “machine-to-machine” communications. On the other hand, DoCoMo will disclose the interface conditions with its packet communications network so that Internet service providers can provide services similar to DoCoMo’s “i-mode”, which is intended to further develop the mobile multimedia market.
 
As for FOMA, all major cities nationwide were included in DoCoMo’s FOMA service areas from April 2002. DoCoMo plans to expand FOMA coverage to 90% of the populated areas in Japan by the end of March 2003. More advanced services are planned to be started on FOMA this fiscal year, including video distribution service, video mail service, and dual network service which allows users to use both FOMA and

18

Table of Contents
 
PDC phones with the same telephone number. In the meantime, further efforts will be made to bring down the size, weight and power consumption of handsets. Also, the group will reinforce solution marketing activities targeted at corporate customers to facilitate the use of FOMA services among this segment.
 
The Japanese Diet recently passed relevant legislation to deal with the unsolicited bulk e-mail problem. As a carrier, DoCoMo intends to further develop other prevention mechanisms such as selective receiving functions.
 
As part of the Company’s efforts to accelerate mobile multimedia on a global scale, “i-mode” is planned for launch this fiscal year in Germany, followed by the Netherlands, Belgium and Taiwan. In addition, preparations for the introduction of IMT-2000 will be continued, transferring the know-how obtained through the deployment of FOMA services in Japan to overseas investee affiliates. Going forward, the Company plans to explore investment opportunities primarily in the Asia region, and also flexibly look into other options including alliances that do not involve equity participation, depending on the circumstances. The goal of the group’s international strategy is to enhance the enterprise value of its investee partners by developing their businesses over the mid-to-long term.
 
With regard to PHS, Quickcast, satellite phones, and other loss-making services, DoCoMo will continue its efforts to reduce costs and improve their financial performance by boosting efficiency. At the same time, these existing businesses will be reviewed taking into account the changes in the business environment.
 
Furthermore, to swiftly respond to changes in the business environment and intensified competition, DoCoMo will require each board member and employee to promote a business culture emphasizing innovation, speed, efficiency and compliance with relevant laws and ethics. Specifically, DoCoMo will endeavor to speed up its corporate decision making process by fully utilizing the new corporate information system introduced on April 1, 2002, solidifying its group management structure with regional DoCoMo companies, and facilitating the efficient management of the group by integrating and transferring some operations, e.g., maintenance and customer acceptance, to subsidiaries. In other words, DoCoMo plans to thoroughly select and concentrate its managerial resources through this process.
 
In July 2002, DoCoMo will celebrate the 10th anniversary of the launch of its business. Seizing this opportunity, DoCoMo would like to renew its determination to challenge the mobile frontier by developing new businesses and services, and thereby maximize the enterprise value of the entire group.

19

Table of Contents
 
3.    Historical Data on Non-Consolidated Financial Results and Assets
 
Item
   
8th Fiscal Term (FY1998)
   
9th Fiscal Term (FY1999)
   
10th Fiscal Term (FY2000)
   
11th Fiscal Term (FY2001)
  
Operating revenues (¥ million)
   
1,485,728
   
1,735,064
   
2,142,353
   
2,355,760
 
Recurring profit (¥ million)
   
171,330
   
232,736
   
292,938
   
406,471
 
Net income (losses) (¥ million)
   
92,434
   
128,573
   
173,005
   
(310,720
)
Net income (losses) per share (¥)
   
53,355
   
13,426
   
17,978
   
(30,960
)
Total assets (¥ million)
   
2,419,035
   
2,649,350
   
4,460,718
   
4,252,097
 
Net assets (¥ million )
   
1,477,370
   
1,611,818
   
2,728,774
   
2,405,426
 
(Notes)
 
1.
 
The net income (losses) per share are calculated using the average number of outstanding shares in each fiscal term. The decline in net income per share in the 9th fiscal term is due to the impact of the share split carried out during this term. In calculating the net income per share, it is assumed that the share split was conducted at the beginning of the fiscal term.
 
2.
 
In the 8th fiscal term, various new services were developed and provided, and diversified tariff packages were introduced. On the other hand, as a result of incurring special losses of ¥24,945 million due to the transfer of PHS business from NTT Central Personal Communications Network, Inc., operating revenues for this term were ¥1,485,728 million, recurring profits ¥171,330 million, and net income ¥92,434 million.
 
3.
 
In the 9th fiscal term, efforts to stimulate usage through the provision of high-quality service and diversified tariff packages and discounts were undertaken. The “i-mode” service was introduced to stimulate and expand demand for mobile multimedia. On the other hand, special losses of ¥13,331 million were incurred due to the write-down of Quickcast-related facilities. The Company achieved operating revenues of ¥1,735,064 million, recurring profit of ¥232,736 million, and net income of ¥128,573 million.
 
4.
 
In the 10th fiscal term, the Company endeavored to reinforce its core businesses through network quality enhancements and tariff reductions, among other things. At the same time, various new services and products, including “i-appli”, were launched as a step toward the full-scale deployment of mobile multimedia. As a consequence, operating revenues rose to ¥2,142,353 million, while recurring profit and net income amounted to ¥292,938 million and ¥173,005 million, respectively. The increase in total assets during this fiscal term was due primarily to the equity participation in overseas carriers (totaling ¥1,795.8 billion), while the rise in net assets was due largely to the increase in capital and capital reserve as a result of a public offering of new shares (¥950.3 billion).
 
5.
 
Developments in the 11th fiscal term are described in “Developments and Results of Operations”.

20

Table of Contents
 
II.    Corporate Overview (as at March 31, 2002)
 
1.    Principal Businesses
 
The Company’s primary businesses, operating a mobile phone business, PHS business, and Quickcast business, consist of the services listed below:
 
Principal services
 
Business
   
Content of business
Mobile Phone Business
   
Cellular services, FOMA services, packet communications serviced, satellite mobile communications services, in-flight telephone service, and equipment sales for each service
PHS Business
   
PHS service and PHS equipment sales
Quickcast Business
   
Quickcast service and Quickcast equipment sales (formerly paging service and paging equipment sales)
Miscellaneous Business
   
International dialing service and other miscellaneous business
 
2.    Principal offices, etc.
 
Headquarters:
   
11-1, Nagatacho 2-chome, Chiyoda-ku, Tokyo, Japan
Branches:
   
Marunouchi Branch, Shinjuku Branch, Shibuya Branch, Tama Branch, Kanagawa Branch, Chiba Branch, Saitama Branch, Ibaraki Branch, Tochigi Branch, Gunma Branch, Yamanashi Branch, Nagano Branch, and Niigata Branch
(Notes)
1.     Ueno Branch, Ikebukuro Branch, and Toranomon Branch, which were included in the Business Report for Fiscal 2000, were reorganized and integrated into Marunouchi, Shinjuku, and Shibuya Branches, respectively, on July 1, 2001.
 
2.
 
Tokyo Equipment Service Center, which was described as an office for collection operations, was abolished on July 1, 2001 because the Company decided to outsource its equipment maintenance operations.

21

Table of Contents
 
3.    Employees
 
No. of employees
(change from March 31, 2001)
  
Average age
  
Average length of service
5,794 (increased by 460)
  
35.4 years old
  
12.9 years
(Notes)
1.     The number of employees includes 152 seconded from other companies.
 
2.
 
In calculating the average length of service for the employees who were transferred from Nippon Telegraph and Telephone Corporation (NTT) or other companies in the NTT Group or former NTT Personal Central Personal Communications Network, Inc., their years of service at their respective previous companies are included in the calculation.
 
4.    Shares of the Company
 
(1)  Total number of authorized shares:    38,300,000 shares
 
(Note)       Increase after the end of Fiscal 2001
 
The Board of Directors of the Company at its meeting held on January 25, 2002 resolved to partly amend the Articles of Incorporation to increase the number of authorized shares in proportion to the stock split by 153,200,000 to a total of 191,500,000 shares. This took effect on May 15, 2002.
 
(2)  Total number of outstanding shares:    10,036,000 shares
 
(Note)       Increase after the end of Fiscal 2001
 
Based on the resolution by the Board of Directors of the Company on January 25, 2002, each share of common stock held by a shareholder or registered beneficial shareholder on record on March 31, 2002 were divided into five shares on May 15, 2002. As a consequence, the total number of outstanding shares was increased by 40,144,000 to 50,180,000.
 
(3)  Number of shareholders: 215,784

22

Table of Contents
 
(4)    Principal shareholders
 
Name
   
No. of shares held
     
Percentage of
voting rights
   
The Company’s ownership
in each shareholder
          
No. of shares
     
Percentage of
voting rights
    
shares
     
%
   
shares
     
%
Nippon Telegraph and Telephone Corporation
   
6,428,600
     
64.06
   
0
     
0
Japan Trustee Services Bank, Ltd.
   
311,816
     
3.11
   
0
     
0
Mitsubishi Trust & Banking Corp.
   
294,603
     
2.94
   
0
     
0
UFJ Trust Bank Ltd.
   
170,266
     
1.70
   
0
     
0
UBS A.G. London Asia Equities
   
110,541
     
1.10
   
0
     
0
State Street Bank and Trust Company
   
92,313
     
0.92
   
0
     
0
The Chase Manhattan Bank NA London
   
88,251
     
0.88
   
0
     
0
Mitsui Asset Trust & Banking Co. Ltd.
   
69,812
     
0.70
   
0
     
0
Deutsche Bank A.G. London 610
   
61,526
     
0.61
   
0
     
0
Boston Safe Deposit BSDT Treaty Clients Omniba
   
59,580
     
0.59
   
0
     
0
 
(5)  Repurchase, Disposal or Ownership of Shares by the Company
 
None.
 
5.    Conditions of Corporate Group
 
(1)  Relationship with the Parent Company
 
Although Nippon Telegraph and Telephone Corporation (NTT) currently owns 64.06% of the Company’s outstanding shares, the Company operates its business mainly in the field of wireless telecommunications under its own managerial responsibilities within the NTT Group.
 
The Company and NTT reached an agreement relating to basic research and development and group management/operation by NTT, the content of services, benefits, and appropriate compensation.

23

Table of Contents
 
(2)  Principal Subsidiaries
 
Company name
   
Capital
     
Voting rights owned
by the Company
   
Principal business
    
¥ million
     
%
     
NTT DoCoMo Hokkaido, Inc.
   
15,630
     
96.36
   
Mobile phone business PHS business
Quickcast Business
NTT DoCoMo Tohoku, Inc.
   
14,981
     
92.87
   
NTT DoCoMo Tokai, Inc.
   
20,340
     
91.16
   
NTT DoCoMo Hokuriku, Inc.
   
3,406
     
94.15
   
NTT DoCoMo Kansai, Inc.
   
24,458
     
88.33
   
NTT DoCoMo Chugoku, Inc.
   
14,732
     
84.22
   
NTT DoCoMo Shikoku, Inc.
   
8,412
     
97.27
   
NTT DoCoMo Kyushu, Inc.
   
15,834
     
93.82
   
 
(3)  Consolidated Results
 
An overview of the Company’s consolidated financial results are provided below:
 
Item
   
Previous Term (FY2000)
   
This Fiscal Term (FY2001)
   
% change
    
¥ million
   
¥ million
     
Consolidated operating revenues
   
4,686,004
   
5,171,546
   
up 10.4
Consolidated operating income
   
777,162
   
1,002,852
   
up 29.0
Consolidated net income
   
365,505
   
862
   
down 99.8
(Note)
There were 34 consolidated subsidiaries and 38 companies accounted for using the equity method for the year ended March 31, 2002.
 
(4)  Developments in the Corporate Group
 
Major developments including investments during the year ended March 31, 2002 are summarized below:
 
 
•
 
In May 2001, the Company acquired an additional 6.37% stake in Hutchison Telephone Company Limited (HTCL) of Hong Kong through a wholly owned subsidiary of the Company on the occasion of the withdrawal of a major shareholder in HTCL. In July, the Company, through its wholly owned subsidiary, acquired 25.37% of the outstanding shares of Hutchison 3G HK Holdings Limited (H3GHK), a Hong Kong-based holding company that owns an operator of third-generation mobile communications services, and H3GHK became an affiliate of the Company accounted for using the equity method.
 
 
•
 
In July 2001, the Company, through its wholly owned subsidiary, purchased additional shares in KG Telecommunications Co. Ltd. of Taiwan on the occasion of its issuance of new shares. The

24

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      Company’s ownership rose to 21.4% as a consequence.
 
 
•
 
In July 2001, when AT&T Wireless Services, Inc. was spun off from AT&T Corporation, the preferred tracking stock of AT&T Corporation acquired by the Company in the previous fiscal year were converted into common stock of AT&T Wireless. Accordingly, AT&T Wireless became an affiliate accounted for using the equity method. In addition, as AT&T Wireless conducted an equity swap through a new share issuance for the purpose of acquiring a separate company, the Company exercised its rights to purchase some of the newly issued shares through a wholly owned subsidiary. As a result, the Company’s ownership of AT&T Wireless rose to 16.01%.
 
6.    Principal Liabilities
 
Creditors
     
Outstanding loan balance
     
No. of DoCoMo shares and voting rights held by creditors
      
¥ million
     
shares
     
%
Dai-ichi Mutual Life Insurance Company
     
68,300
     
10,216
     
0.10
Mitsubishi Trust & Banking Corp.
     
55,000
     
0
     
0.00
Nippon Life Insurance Company
     
44,900
     
12,993
     
0.13
National Mutual Insurance Federation of Agricultural Cooperative
     
33,300
     
11,251
     
0.11
Shinkin Central Bank
     
31,600
     
0
     
0.00
Sumitomo Life Insurance Company
     
30,600
     
0
     
0.00
The Industrial Bank of Japan, Ltd.
     
26,500
     
23,225
     
0.23
The Sumitomo Trust & Banking Co., Ltd
     
23,000
     
0
     
0.00
The Yasuda Mutual Life Insurance Company
     
22,500
     
1
     
0.00
UFJ Trust Bank Limited
     
20,000
     
2,940
     
0.03
(Notes)
 
1.
 
The Industrial Bank of Japan, Ltd. merged with The Dai-ichi Kangyo Bank, Ltd. and The Fuji Bank, Ltd. and then divided to form Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd. on April 1, 2002. The Company’s outstanding balances of loans from Dai-ichi Kangyo Bank and Fuji Bank as of March 31, 2002 were ¥19,500 million per bank.
 
2.
 
UFJ Trust Bank Limited was formerly known as The Toyo Trust & Banking Co., Ltd. prior to January 15, 2002.

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7.    Directors and Auditors
 
Position
   
Name
   
Primary Responsibilities
Chairman
   
Kouji Ohboshi
     
President
   
Keiji Tachikawa
     
Senior Executive Vice President
   
Ryuji Murase
   
Overseeing Internal Audit Office and the following Branches: (Kanagawa, Chiba, Saitama, Ibaraki, Tochigi, Gunma, Yamanashi, Nagano and Niigata).
Senior Executive Vice President
   
Yoshinori Uda
   
Senior Executive Manager, Global Business Division Also in charge of Corporate Marketing Division, Customer Satisfaction Dept., Public Relatissons Dept., Corporate Citizenship Office, Personnel Development Dept., Affiliated Company Dept., and the following Branches: (Marunouchi, Shinjuku and Shibuya).
Senior Executive Vice President
   
Shiro Tsuda
   
Senior Executive Manager, Network Division Executive Manager, IMT-2000 Network Office Also in charge of i-mode Business Division, Research and Development Division, Information Systems Dept., Procurement and Supply Dept., and Intellectual Property Dept.
Executive Vice President
   
Hideki Nomura
   
Senior Executive Manager, Marketing Division. Executive Manager, FOMA Marketing Office.
Executive Vice President
   
Toyotaro Kato
   
Senior Executive Manager, Kanagawa Branch.
Executive Vice President
   
Masao Nakamura
   
Senior Executive Manager, Mobile Multimedia Division.
Executive Vice President
   
Nobuharu Ono
   
Deputy Senior Executive Manager, Global Business Division.
Executive Vice President
   
Itsuki Tomioka
   
Executive Manager, General Affairs Dept.
Executive Vice President
   
Kimio Tani
   
Executive Manager, Corporate Strategy Planning Dept.
Executive Vice President
   
Masayuki Hirata
   
Executive Manager, Accounts and Finance Dept.
Senior Vice President
   
Eisuke Sugiyama
   
Executive Manager, Customer Satisfaction Dept.

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Table of Contents
 
Position
   
Name
   
Primary Responsibilities
Senior Vice President
   
Kota Kinoshita
   
Senior Executive Manager, Research and Development Division, Executive Manager, R&D Planning Dept.
Senior Vice President
   
Ken-ichi Aoki
   
General Manager, Chiba Branch.
Senior Vice President
   
Hideaki Yumiba
   
Executive Manager, Core Network Development Dept.
Senior Vice President
   
Kunito Abe
   
General Manager, Shibuya Branch
Senior Vice President
   
Yoshihiro Yoshioka
   
Executive Manager, Service Operation and Maintenance Dept.
Senior Vice President
   
Kunio Ishikawa
   
Executive Manager, Personnel Development Dept.
Senior Vice President
   
Kunio Ushioda
   
Senior Executive Manager, Corporate Marketing Division.
Senior Vice President
   
Noboru Inoue
   
Executive Manager, Marketing Planning Dept.
Senior Vice President
   
Kei-ichi Enoki
   
Senior Executive Manager, i-mode Business Division, Executive Manager, i-mode Business Dept.
Senior Vice President
   
Yasuhiro Kadowaki
   
Deputy Senior Executive Manager, Corporate Marketing Div., Executive Manager, Corporate Marketing Planning Dept.
Senior Vice President
   
Yoshiaki Aigami
   
Executive Manager, Network Planning Dept.
Senior Vice President
   
Takanori Utano
   
Executive Manager, Radio Network Development Dept.
Senior Vice President
   
Kiyoyuki Tsujimura
   
Executive Manager, Global Business Dept.
Senior Vice President
   
Shigehiko Suzuki
   
Senior Vice President, Nippon Telegraph and Telephone Corp.
Corporate Auditor
   
Ken-ichi Matsumura
     
Corporate Auditor
   
Keisuke Nakasaki
     
Corporate Auditor
   
Hiroyuki Moriyama
     
Corporate Auditor
   
Kiyoto Uehara
     
(Notes)
 
1.
 
Among the Directors, Mr. Shigehiko Suzuki is an outside director as set forth in Article 188 of the Commercial Law, Item 2, 7-2.
 
2.
 
Among the Corporate Auditors, Mr. Keisuke Nakasaki and Mr. Kiyoto Uehara are auditors from outside the

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Company, as set forth in Article 18-1 of the law related to special exemptions for audit on stock corporations.
 
3.
 
Reshuffling of Directors/Auditors in Fiscal 2001:
 
(1)
 
Appointed
At the 10th regular general assembly of shareholders on June 26, 2001, Messrs. Yasuhiro Kadowaki,
Yoshiaki Aigami, Takanori Utano, Kiyoyuki Tsujimura were newly elected and appointed as Directors,
and Mr. Kiyoto Uehara was newly elected and appointed as a Corporate Auditor.
 
(2)
 
Retired
Directors Shuichi Shindo (Executive Vice President), Kazushige Sako, Hideaki Nakashima, Hideki
Ishikawa (Senior Vice President), and Corporate Auditor Mr. Kinji Hoshino retired on the closure of
the 10th regular general assembly of shareholders on June 26, 2001.
Mr. Norioki Morinaga, Senior Executive Vice President, died on Oct. 10, 2001.
 
III.    Important Facts that Occurred after Fiscal 2001 Settlement
 
The Company issued five-year domestic unsecured straight corporate bonds totaling ¥100 billion in accordance with a resolution passed at a board of directors meeting held on March 26, 2002, which authorized financing up to ¥300 billion during the period from April to June 2002 through measures such as the issuance of domestic bonds, foreign currency-denominated bonds and long-term borrowings.
 
 
Amounts used throughout this report are truncated to nearest unit of presentation.

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NON-CONSOLIDATED BALANCE SHEET
(March 31, 2002)
 
 
    
Amount
        
Amount
              
(Millions of yen)
ASSETS
        
LIABILITIES
     
Fixed assets
        
Long-term liabilities
     
Fixed assets for telecommunication businesses
        
Bonds
   
608,000
Property, plant and equipment
   
1,201,569
   
Long-term borrowings
   
418,705
Machinery and equipment
   
506,864
   
Employees’ severance payments
   
58,069
Antenna facilities
   
138,151
          
Satellite mobile communications facilities
   
4,567
   
Reserve for point loyalty programs
   
31,913
Terminal equipment
   
2,453
   
Other long-term liabilities
   
372
Telecommunications line facilities
   
371
   
Total long-term liabilities
   
1,117,061
Pipe and hand holes
   
216
          
Buildings
   
169,214
          
Structures
   
20,217
   
Current liabilities
     
Other machinery and equipment
   
11,163
   
Current portion of long-term debt
   
118,712
Vehicles
   
259
   
Accounts payable, trade
   
207,536
Tools, furniture and fixtures
   
167,325
   
Accounts payable-other
   
242,898
Land
   
93,268
   
Accrued expenses
   
6,507
Construction in progress
   
87,496
   
Accrued income taxes
   
123,522
Intangible fixed assets
   
381,672
   
Advances received
   
1,653
Rights to use utility facilities
   
3,624
   
Deposits received
   
28,618
Computer software
   
331,659
   
Other current liabilities
   
159
Patents
   
251
   
Total current liabilities
   
729,608
Leasehold rights
   
2,307
          
Other intangible fixed assets
   
43,827
          
Total fixed assets for telecommunication businesses
   
1,583,241
   
TOTAL LIABILITIES
   
1,846,670
Investments and other assets
          
Investment securities
   
11,191
   
SHAREHOLDERS’ EQUITY
     
Investments in capital
   
506
          
Investments in affiliated companies
   
1,231,029
   
Common stock
   
949,679
Long-term loan receivable from an affiliated company
   
16,000
          
         
Statutory reserves
     
Long-term prepaid expenses
   
48
          
Deferred income taxes
   
458,301
   
Additional paid-in capital
   
1,292,385
Other investments
   
32,456
   
Legal reserve
   
4,099
Allowance for doubtful accounts
   
(372)
   
Total statutory reserves
   
1,296,484
Total investments and other assets
   
1,749,160
          
Total fixed assets
   
3,332,401
   
Retained earnings
     
Current assets
               
Cash and bank deposits
   
220,025
   
General reserve
   
463,000
Accounts receivable, trade
   
491,107
   
Unappropriated deficit
   
304,585
Accounts receivable-other
   
141,061
          
Supplies
   
51,653
   
[(incl.) Net loss]
   
[(310,720)]
Advances
   
5,051
   
Total retained earnings
   
158,414
Prepaid expenses
   
20
          
Deferred income taxes
   
15,425
   
Net unrealized gains on securities
   
848
Other current assets
   
2,624
          
Allowance for doubtful accounts
   
(7,273)
   
TOTAL SHAREHOLDERS’ EQUITY
   
2,405,426
Total current assets
   
919,695
          
TOTAL ASSETS
   
4,252,097
   
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   
4,252,097
Note:
 
Amounts above are truncated to nearest million yen.

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Table of Contents
 
NON-CONSOLIDATED STATEMENT OF OPERATIONS
(Year ended March 31, 2002)
 
 
    
Amount
  
    
(Millions of yen)
  
Recurring profits and losses
       
Operating revenues and expenses
       
Telecommunication businesses
       
Operating revenues
   
1,925,866
 
Voice transmission services
   
1,428,332
 
Data transmission services
   
297,138
 
Other
   
200,396
 
Operating expenses
   
1,516,957
 
Sales expenses
   
652,794
 
Maintenance
   
93,845
 
General expenses
   
32,228
 
Administrative expenses
   
72,415
 
Research cost
   
68,973
 
Depreciation
   
344,694
 
Loss on disposal of fixed assets
   
26,780
 
Communication network charges
   
212,191
 
Taxes and public dues
   
13,033
 
Operating income from telecommunication businesses
   
408,908
 
Supplementary businesses
       
Operating revenues
   
429,894
 
Operating expenses
   
418,643
 
Operating income from supplementary businesses
   
11,250
 
Total operating income
   
420,159
 
Non-operating revenues and expenses
       
Non-operating revenues
   
6,923
 
Interest income
   
136
 
Interest from securities
   
1
 
Dividend income
   
1,763
 
Gain on sale of investment securities
   
1,170
 
Foreign exchange gains
   
828
 
Lease and rental income
   
1,285
 
Miscellaneous income
   
1,737
 
Non-operating expenses
   
20,611
 
Interest expense
   
7,538
 
Interest expense-bonds
   
6,149
 
Loss on write-off of inventories
   
4,517
 
Impairment of investment securities
   
130
 
Miscellaneous expenses
   
2,274
 
Recurring profit
   
406,471
 
Special profits and losses
       
Special losses
   
947,441
 
Write-down of investment in affiliated companies
   
947,441
 
Loss before income taxes
   
(540,969
)
Income taxes-current
   
186,600
 
Income taxes-deferred
   
(416,849
)
Net loss
   
(310,720
)
Retained earnings carried forward
   
11,152
 
Interim dividends
   
(5,018
)
Unappropriated retained deficit
   
(304,585
)
Note:
 
Amounts above are truncated to nearest million yen.

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Significant accounting policies
 
1.    Depreciation of fixed assets
 
(1)  Property, plant and equipment
 
Depreciation of property and equipment is computed by the declining balance method with the exception of buildings, which are depreciated on the straight-line method.
 
(2)  Intangible fixed assets
 
Intangible fixed assets are amortized using the straight-line method.
 
Computer software for internal use is amortized on the straight-line method over the estimated useful life.
 
2.    Valuation of securities
 
a.  Investments in subsidiaries and affiliates are stated at cost, which is determined by the moving-average method.
 
b.  Available-for-sale securities whose fair value is readily determinable are stated at fair value as of the end of the fiscal year with unrealized gains and losses, net of applicable deferred tax assets/liabilities, not reflected in earnings, but directly reported as a separate component of shareholders’ equity. The cost of securities sold is determined by the moving-average method. Available-for-sale securities whose fair value is not readily determinable are stated primarily at moving-average cost except for debt securities, which are stated at amortized cost.
 
3.    Valuation of inventories
 
Inventories are stated at cost. The cost of telecommunications equipment to be sold is determined by the first-in, first-out method. The cost of other inventories is determined by the specific identification method.
 
4.    Deferred assets
 
Bond issuance costs are expensed at the time of payment.
 
5.    Foreign currency translation
 
Foreign currency monetary assets and liabilities are translated into Japanese yen at the current spot rate at the end of the fiscal year and the resulting translation gains or losses are included in current earnings.
 
6.    Allowance for doubtful accounts, Liability for employees’ severance payments and reserve for point loyalty programs
 
(1)  Allowance for doubtful accounts
 
The Company provides for doubtful accounts principally at an amount computed based on the historical bad debt ratio during a certain reference period plus the estimated uncollectable amount based on the analysis of certain individual accounts, including claims in bankruptcy.
 
(2)  Liability for employees’ severance payments
 
In order to provide for the employees’ retirement benefits, the Company accrues the liability as of the end of the fiscal year in an amount calculated based on the estimated projected benefit obligation and plan assets at the end of the fiscal year.
 
Actuarial losses are expensed as incurred.
 
Prior service cost is amortized on the straight-line method over the average remaining service periods of the employees at the time of recognition.
 
(3)  Reserve for point loyalty programs
 
The costs of awards under the point loyalty programs called “DoCoMo Point Service” and “Club DoCoMo” that are reasonably estimated to be redeemed by its customers in the following fiscal years based on historical data are accounted for as reserve for point loyalty programs.
 
7.    Consumption tax
 
Consumption tax is separately accounted for by excluding it from each transaction amount.

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Notes to Non-consolidated Balance Sheet
 
1.    Fixed assets for telecommunications businesses include those used in General Type II Telecommunications Carrier business, Special Type II Telecommunications Carrier business and supplementary businesses, because these amounts were not significant.
 
2.    Accumulated depreciation of property, plant and equipment was ¥927,804 million.
 
3.    Investments in subsidiaries included in the amount of investments in affiliated companies were as follows:
 
Investments in equity shares of subsidiaries
   
¥
1,229,695 million
Investments in capital of subsidiaries
   
¥
781 million
 
4.    Monetary assets and liabilities due from or to subsidiaries and the controlling shareholder were as follows:
 
(1)  Subsidiaries:
 
Long-term monetary assets
   
¥
16,000 million
Short-term monetary assets
   
¥
231,512 million
Short-term monetary liabilities
   
¥
100,345 million
 
(2)  Controlling shareholder:
 
Short-term monetary assets
   
¥
1 million
Short-term monetary liabilities
   
¥
1,274 million
 
5.    Assets or liabilities due from or to subsidiaries and affiliates, the amount of which exceeded one percent of total assets or total liabilities and shareholders’ equity of the Company, were as follows:
 
Accounts receivable, trade
   
¥
116,386 million
Accounts receivable-other
   
¥
114,442 million
Accounts payable-other
   
¥
57,276 million
 
6.    The Company’s guarantee (contingent liability) was ¥39 million (2,269 thousand Hong Kong dollars).
 
7.    As financial institutions in Japan were closed on March 31, 2002, amounts that would normally be settled on that day were collected or paid on or after the following business day, April 1, 2002. The effects of the settlements on or after the following business day instead of the end of reporting period were as follows:
 
Cash and bank deposits
   
Approximately
     
¥
(234) billion
Accounts receivable, trade
   
Approximately
     
¥
127 billion
Accounts payable-other
   
Approximately
     
¥
20 billion
Deposits received
   
Approximately
     
¥
(127) billion
 
The deposits received were related to intercompany funds transfer with eight regional subsidiaries (such as NTT DoCoMo Kansai, Inc.).
 
8.    Net loss per share was ¥30,960.55.
 
9.    Net assets as stipulated in Article 290 Clause1-6 of the Commercial Code of Japan was ¥848 million.

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Notes to Non-consolidated Statement of Income
 
    1.
 
Operating revenues and operating expenses from transactions with subsidiaries were ¥220,669 million and ¥158,926 million, respectively.
 
  
 
Non-operating transactions with subsidiaries were ¥63,567 million.
 
    2.
 
Operating revenues and operating expenses from transactions with the controlling shareholder were ¥1 million and ¥13,752 million, respectively. Non-operating transactions with the controlling shareholder were ¥5,211 million.
 
    3.
 
Revenues and expenses related to General Type II Telecommunications Carrier business and Special Type II Telecommunications Carrier business were included in supplementary businesses, because these amounts were not significant.
 
    4.
 
Non-operating revenue of which revenue from subsidiaries and affiliates exceeded 10 percent of the total non-operating revenues was as follows:
 
Dividend income:
   
¥1,722 million
 
    5.
 
“Write-down of investment in affiliated companies” mainly relates to the impairment charges recognized on the investments in the following subsidiaries that have overseas investments in affiliated companies.
 
DCM Capital USA (UK) Limited
[Ultimate investee: AT&T Wireless Services, Inc.]
   
¥591,726 million
DCM Capital NL (UK) Limited
[Ultimate investee: KPN Mobile N.V.]
   
¥300,883 million
DCM Capital TWN (UK) Limited
[Ultimate investee: KG Telecommunications Co., Ltd.]
   
¥32,467 million
DCM Capital LDN (UK) Limited
[Ultimate investee: Hutchison 3G UK Holdings Limited]
   
¥20,494 million
 
    6.
 
“Gain on sale of investment securities” (¥537 million for the year ended March 31, 2001), which had been included in “miscellaneous income” in non-operating revenues for the fiscal year ended March 31, 2001, was separately reported for the fiscal year ended March 31, 2002, because the amount became significant
 
    7.
 
Introduction of “end-to-end rate system” for cellular services among wireless carriers:
 
  
 
For interconnected calls between two cellular operators in the previous years, each operator set its own end-user rate for the part of the cellular service it provided. Effective April 1, 2001, an end-to-end rate system was introduced and the operator serving the caller sets the end-user rate for the entire call, including the part of the call serviced by the other operator’s network.
 
  
 
Consequently, after the introduction of the new rate system, the total charge for the entire call is accounted for as voice transmission service revenue and an access charge is expensed as a communication network charge.
 
  
 
The introduction of the new rate system increased both operating revenues from telecommunication businesses (voice transmission service revenue) and operating expenses from telecommunication businesses (communication network charges) by ¥67,385 million for the fiscal year ended March 31, 2002 in comparison with those under the previous call rate setting system.

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PROPOSAL FOR APPROPRIATION OF RETAINED EARNINGS
 
    
Amount
  
    
(yen)
  
Unappropriated retained deficit
   
(304,585,701,631
)
Reversal of general reserve
   
340,000,000,000
 
Sub-total
   
35,414,298,369
 
The above shall be appropriated as follows:
       
Cash dividends
   
10,036,000,000
 
(¥1,000 per share)
       
Year-end dividend of ¥500
       
Special commemorative dividend of ¥500
       
Retained earnings carried forward
   
25,378,298,369
 
Note:  The
 
Company paid ¥5,018 million (¥500 per share) as interim cash dividends on November 21, 2001.

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(English Translation of the Original Auditors’ Report Issued in the Japanese Language)
 
Report of Independent Certified Public Accountants
 
May 7th, 2002
Dr. Keiji Tachikawa
President & CEO
NTT DoCoMo, Inc.
 
ASAHI & CO.
By:
  
YOSHIKAZU KAMEOKA
   
Executive Representative and Engagement
Partner Certified Public Accountant
By:
  
TAKAAKI OCHIAI
   
Representative and Engagement Partner
Certified Public Accountant
By:
  
TAKUJI KANAI
   
Representative and Engagement Partner
Certified Public Accountant
 
We have audited the non-consolidated balance sheet as of March 31, 2002, and the non-consolidated statement of operations, the business report (limited to accounting matters), the proposal for appropriation of retained earnings, and the supporting schedules (limited to accounting matters) of NTT DoCoMo, Inc. (the “Company”) for the 11th fiscal year ended March 31, 2002, pursuant to the provisions of Article 2 of the Law for Special Exceptions to the Commercial Code of Japan concerning Concerning Audit, etc., of Kabushiki Kaisha. The accounting matters in the business report and the supporting schedules which are subject to audit are derived from the accounting books and records of the Company.
 
Our audit was made in accordance with generally accepted auditing standards in Japan and all relevant auditing procedures were carried out as are normally required. The auditing procedures include those carried out as to the Company’s subsidiaries where we considered necessary in the circumstances.
 
As a result of the audit, our opinion is as follows:
 
(1)  The non-consolidated balance sheet and the non-consolidated statement of income operations present fairly the non-consolidated financial position of the Company and the non-consolidated results of its operations in compliance with the provisions of the applicable laws, regulations and the Articles of Incorporation of the Company.
 
(2)  The business report (limited to accounting matters) presents fairly the status of the Company in compliance with the provisions of the applicable laws, regulations and the Articles of Incorporation of the Company.
 
(3)  The proposal for appropriation of retained earnings is in conformity with the provisions of the applicable laws, regulations and the Articles of Incorporation of the Company.
 
(4)  With respect to the supporting schedules (limited to accounting matters) there are no items to be noted that are not in conformity with the provisions of the Commercial Code of Japan.
 
As is presented in the section III, “Important Facts that Occurred after Fiscal 2001 Settlements”, of the business report, the company Company issued five-year domestic unsecured straight corporate bonds totaling ¥100 billion in accordance with a resolution passed at a board of directors meeting held on March 26, 2002, which authorized financing up to ¥300 billion during the period from April to June 2002 through measures such as the issuance of domestic bonds, foreign currency-denominated bonds and long-term borrowings.
 
No conflicts of interest as defined by the provisions of the Certified Public Accountants Law exists between the Company and our firm or the engagement partners.

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Table of Contents
 
(This English translation is provided solely for the convenience of our overseas shareholders. In case of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.)
 
Report of Corporate Auditors
 
We, the Board of Corporate Auditors of NTT DoCoMo, Inc.(the “Company”), following a review and discussion of the individual reports of the audit method and the results of the audit regarding the performance by Directors of their duties in the 11th fiscal year ended March 31, 2002 from each Corporate Auditor, prepared this Report of Corporate Auditors and report as follows:
 
1.    Summary of Corporate Auditor’s Auditing Method
 
In accordance with the auditing plan determined by the Board of Corporate Auditors, each Corporate Auditor attended the meetings of the Board of Directors and other significant meetings; obtained reports on business operations from the directors and others; reviewed documents which approve material matters; conducted investigations regarding the status of the business operations and properties of the head office and other major offices; received reports and explanations from the independent auditor; and reviewed the financial statements and attachments thereto.
 
When necessary, each Corporate Auditor requested business reports from subsidiaries and conducted investigations regarding the status of the business operations and properties of subsidiaries.
 
In addition to the above auditing methods, each Corporate Auditor, to the extent necessary, requested reports from Directors and others, to review the status of the following kinds of transactions: director transactions in competition with the Company; any conflict of interest dealings between directors and the Company; any dealings in which the Company provided benefits without compensation; unusual dealings between the Company and subsidiaries or shareholders; and repurchase or disposal of the Company’s shares.
 
2.    Results of the Audit
 
We are of the opinion that:
 
(1)  The auditing methods and results by the independent auditor, Asahi & Co., are reasonable and satisfactory;
 
(2)  The business report presents fairly the conditions of the company in accordance with the laws and regulations and the Articles of Incorporation;
 
(3)  There are no matters which we must point out, in light of the financial condition of the company and other factors, regarding the agenda of appropriation of retained earnings;
 
(4)  The annexed specification states all matters which should be described therein and there are no matters which we must point out; and
 
(5)  Regarding the performance of duties by directors, including their duties for subsidiaries, there are no misconduct or material matters which are in violation of the Articles of Incorporation.
 
We did not find any violations of the duties of Directors regarding dealings in competition with the Company, conflict of interest dealings between Directors and the Company, dealings in which the Company provided benefits without compensation, unusual dealings between subsidiaries or shareholders or repurchase or disposal of the Company’s shares.
 
3.    Material Events occurring subsequent to the End of the Fiscal Year
 
The matters reported by the Board of Directors on May 8, 2002 are as follows:
 
The Company and the eight regional subsidiaries including NTT DoCoMo Kansai, Inc., entered into a memorandum of understanding which provide that the regional subsidiaries shall become wholly-owned subsidiaries of the Company by way of share exchanges on May 8, 2002, in order to prepare for the possible adoption of consolidated tax reporting upon enactment of the Consolidated Tax System, which is expected in the current fiscal year. In addition, as the mobile communications industry enters a more

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challenging market environment, the Company believes that its overall group value can be increased by making its regional subsidiaries wholly-owned and unifying its business and financing strategies.
 
The following is the schedule for the share exchange:
 
(1)    Date of Share Exchanges: November 1, 2002
 
(2)    Share Exchange Ratio: See below
 
Company
     
Share Exchange Ratio
NTT DoCoMo, Inc.
     
1
NTT DoCoMo Hokkaido, Inc.
     
16.51
NTT DoCoMo Tohoku, Inc.
     
37.02
NTT DoCoMo Tokai, Inc.
     
27.80
NTT DoCoMo Hokuriku, Inc.
     
19.44
NTT DoCoMo Kansai, Inc.
     
33.53
NTT DoCoMo Chugoku, Inc.
     
26.71
NTT DoCoMo Shikoku, Inc.
     
19.12
NTT DoCoMo Kyushu, Inc.
     
47.72
 
Note:
 
Share Exchange Ratio
One share of each of the regional subsidiaries will be allotted according to the share exchange ratio above. However, shares of the Company will not be allotted to the shares of the regional subsidiaries held by the Company itself.
 
Date: May 13, 2002
 
Board of Corporate Auditors of NTT DoCoMo, Inc.
     
Ken-ichi Matsumura, Full-time Corporate Auditor
   
seal
Keisuke Nakasaki, Full-time Corporate Auditor
   
seal
Hiroyuki Moriyama, Full-time Corporate Auditor
   
seal
Kiyoto Uehara, Corporate Auditor
   
seal
 
Note:
 
Full-time Corporate Auditor Keisuke Nakahara, and Corporate Auditor Kiyoto Uehara, are outside auditors in accordance with the provisions under paragraph 1 of Article 18 of the “Law For Special Exceptions to the Commercial Code Concerning Audit, etc. of Joint Stock Corporation (Kabushiki Kaisha)”.

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Table of Contents
(APPENDIX 1)
 
CONSOLIDATED BALANCE SHEET
(March 31, 2002)
 
    
Amount
          
Amount
                
(Millions of yen)
ASSETS
          
8.     LIABILITIES
     
Fixed assets
          
Long-term liabilities
     
Fixed assets for telecommunication businesses
          
Bonds
   
627,000
Property, plant and equipment
   
2,570,680
 
   
Long-term borrowings
   
508,347
Machinery and equipment
   
1,213,032
 
   
Employees’ severance payments
   
151,340
Antenna facilities
   
398,029
 
   
Reserve for point loyalty programs
   
77,542
Satellite mobile communications facilities
   
4,567
 
   
Other reserve
   
222
Terminal equipment
   
2,468
 
   
Other long-term liabilities
   
3,239
Telecommunications line facilities
   
8,528
 
   
Total long-term liabilities
   
1,367,692
Pipe and hand holes
   
4,325
 
          
Buildings
   
312,857
 
          
Structures
   
52,313
 
   
Current liabilities
     
Other machinery and equipment
   
12,448
 
   
Current portion of long-term debt
   
212,934
Vehicles
   
457
 
   
Accounts payable, trade
   
253,892
Tools, furniture and fixtures
   
209,576
 
   
Short-term borrowings
   
43,550
Land
   
173,687
 
   
Accrued income taxes
   
293,409
Construction in progress
   
178,387
 
   
Accounts payable-other
   
342,438
Intangible fixed assets
   
422,832
 
   
Other current liabilities
   
62,757
Right to use utility facilities
   
13,216
 
   
Total current liabilities
   
1,208,981
Computer software
   
349,229
 
          
Leasehold rights
   
12,487
 
   
TOTAL LIABILITIES
   
2,576,674
Other intangible fixed assets
   
47,898
 
          
Total fixed assets for telecommunication businesses
   
2,993,512
 
          
Investments and other assets
          
MINORITY INTEREST
     
Investment securities
   
981,915
 
   
Minority interest in consolidated subsidiaries
   
100,838
Long-term loans receivable
   
40
 
          
Deferred income taxes
   
521,047
 
   
SHAREHOLDERS’ EQUITY
     
Other investments
   
71,186
 
          
Allowance for doubtful accounts
   
(1,153
)
   
Common stock
   
949,679
Total investments and other assets
   
1,573,037
 
          
Total fixed assets
   
4,566,549
 
   
Additional paid-in capital
   
1,292,385
Current assets
                 
Cash and bank deposits
   
300,114
 
   
Consolidated retained earnings
   
989,633
Notes and accounts receivable, trade
   
865,691
 
          
Securities
   
202
 
   
Net unrealized gains on securities
   
1,726
Supplies
   
111,888
 
          
Deferred income taxes
   
38,039
 
   
Foreign currency translation adjustments
   
1,644
Other current assets
   
50,973
 
          
Allowance for doubtful accounts
   
(20,876
)
   
TOTAL SHAREHOLDERS’ EQUITY
   
3,235,068
Total current assets
   
1,346,032
 
   
TOTAL LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS’ EQUITY
   
5,912,581
TOTAL ASSETS
   
5,912,581
 
          
Notes:
1.     Amounts
 
above are truncated to nearest million yen.
2.
 
Consolidated subsidiaries: 34 companies. Major consolidated subsidiaries are eight regional subsidiaries, DoCoMo Sentsu, Inc., DoCoMo Service (nine companies), DoCoMo Engineering. (nine companies), DoCoMo Mobile (four companies), DoCoMo Support, Inc., DoCoMo Systems, Inc., and DoCoMo Technology, Inc. A total of 38 companies are accounted for using the equity method, comprising 26 unconsolidated subsidiaries and 12 affiliates.

38

Table of Contents
 
(APPENDIX 2)
 
CONSOLIDATED STATEMENT OF OPERATIONS
(Year ended March 31, 2002)
 
    
Amount
  
    
(Millions of yen)
  
Recurring profits and losses
       
Operating revenues and expenses
       
Telecommunication businesses
       
Operating revenues
   
4,106,763
 
Operating expenses
   
3,149,183
 
Operating income from telecommunication businesses
   
957,579
 
Other businesses
       
Operating revenues
   
1,064,782
 
Operating expenses
   
1,019,509
 
Operating income from other businesses
   
45,272
 
Total operating income
   
1,002,852
 
Non-operating revenues and expenses
       
Non-operating revenues
   
9,083
 
Interest income
   
154
 
Dividend income
   
76
 
Foreign exchange gains
   
828
 
Lease and rental income
   
1,885
 
Gain on sale of investment securities
   
1,355
 
Amortization of consolidation goodwill
   
424
 
Miscellaneous income
   
4,359
 
Non-operating expenses
   
158,562
 
Interest expense
   
19,890
 
Stock issuance costs
   
—  
 
Loss on write-off of inventories
   
9,526
 
Impairment of investment securities
   
—  
 
Equity in losses of affiliated companies
   
125,898
 
Miscellaneous expenses
   
3,246
 
Recurring profit
   
853,373
 
Special profits and losses
       
Special losses
   
812,897
 
Write-down of investment in affiliated companies
   
812,897
 
Income before income taxes
   
40,476
 
Income taxes-current
   
453,914
 
Income taxes-deferred
   
(443,370
)
Minority interest
   
29,069
 
Net income
   
862
 
 
Notes:
1.     Amounts above are truncated to nearest million yen.
 
2.
 
Consolidated subsidiaries: 34 companies. Major consolidated subsidiaries are eight regional subsidiaries, DoCoMo Sentsu, Inc., DoCoMo Service (nine companies), DoCoMo Engineering. (nine companies), DoCoMo Mobile (four companies), DoCoMo Support, Inc., DoCoMo Systems, Inc., and DoCoMo Technology, Inc. A total of 38 companies are accounted for using the equity method, comprising 26 unconsolidated subsidiaries and 12 affiliates.

39

Table of Contents
 
(APPENDIX 3)
 
CONSOLIDATED STATEMENT OF CASH FLOWS
(Year ended March 31, 2002)
 
        
Amount
  
        
(Millions of yen)
  
I.
  
Cash flows from operating activities:
       
   
  1.  Income before income taxes
   
40,476
 
   
  2.  Depreciation and amortization
   
628,719
 
   
  3.  Loss on sale or disposal of property, plant and equipment
   
34,867
 
   
  4.  Interest and dividend income
   
(230
)
   
  5.  Interest expense, discounts on commercial paper
   
19,958
 
   
  6.  Equity in losses of affiliated companies
   
125,898
 
   
  7.  Write-down of investment in affiliated companies
   
812,897
 
   
  8.  Decrease in notes and accounts receivable, trade, net of allowance for doubtful accounts
   
42,559
 
   
  9.  Decrease in inventories
   
11,504
 
   
10.  Increase in liability for employees’ severance payments
   
26,744
 
   
11.  Decrease in accounts payable, trade
   
(99,689
)
   
12.  Increase in accrued consumption tax
   
9,516
 
   
13.  Other—net
   
60,314
 
        
   
Subtotal
   
1,713,538
 
   
14.  Interest and dividends received
   
236
 
   
15.  Interest paid
   
(19,838
)
   
16.  Income taxes paid
   
(364,321
)
        
   
Net cash provided by operating activities
   
1,329,615
 
II.
  
Cash flows from investing activities:
       
   
  1.  Purchase of property, plant and equipment
   
(860,283
)
   
  2.  Purchase of intangible fixed assets and other investments
   
(199,361
)
   
  3.  Purchase of investment securities
   
(65,818
)
   
  4.  Advances on loans, deposits and other investments
   
(941
)
   
  5.  Proceeds from collections of loans, deposits and other investments
   
3,606
 
   
  6.  Other—net
   
761
 
        
   
Net cash used in investing activities
   
(1,122,037
)
III.
  
Cash flows from financing activities:
       
   
  1.  Net change in short-term borrowings
   
(499,298
)
   
  2.  Net decrease in commercial paper
   
(23,000
)
   
  3.  Proceeds from long-term borrowings
   
267,000
 
   
  4.  Repayment of long-term borrowings
   
(140,685
)
   
  5.  Proceeds from issuance of bonds
   
418,237
 
   
  6.  Redemption of bonds
   
(37,000
)
   
  7.  Cash dividends paid
   
(10,207
)
        
   
Net cash used in financing activities
   
(24,953
)
IV.
  
Effect of exchange rate changes on cash and cash equivalents
   
0
 
        
V.
  
Net increase in cash and cash equivalents
   
182,624
 
VI.
  
Cash and cash equivalents at beginning of the year
   
118,424
 
        
VII.
  
Cash and cash equivalents at end of the year
   
301,048
 
        
 
Notes:
 
1.  Amounts above are truncated to nearest million yen.
 
    2.
 
Consolidated subsidiaries: 34 companies. Major consolidated subsidiaries are eight regional subsidiaries, DoCoMo Sentsu, Inc., DoCoMo Service (nine companies), DoCoMo Engineering. (nine companies), DoCoMo Mobile (four companies), DoCoMo Support, Inc., DoCoMo Systems, Inc., and DoCoMo Technology, Inc. A total of 38 companies are accounted for using the equity method, comprising 26 unconsolidated subsidiaries and 12 affiliates.

40

Table of Contents
 
(APPENDIX 4)
 
SELECTED FINANCIAL DATA & RATIOS (CONSOLIDATED)
 
Item
     
8th Fiscal Term (FY 1998)
       
9th Fiscal Term (FY 1999)
       
10th Fiscal Term (FY 2000)
       
11th Fiscal Term (FY 2001)
  
Earnings per Share (*1)
     
23,644
 yen
     
26,330
 yen
     
37,983
 yen
     
85
yen
      
    
    
    
Shareholders’ Equity per Share (*1)
     
177,371
 yen
     
202,122
 yen
     
330,295
 yen
     
322,346
 yen
      
    
    
    
Return on Assets (ROA) (*2)
     
12.5
%
     
14.5
%
     
14.4
%
     
14.4
%
      
    
    
    
Recurring Profit Margin
     
11.2
%
     
13.5
%
     
14.7
%
     
16.5
%
      
    
    
    
Return on Equity (ROE) (*2)
     
21.3
%
     
13.9
%
     
13.9
%
     
0.0
%
      
    
    
    
EBITDA (100 millions of yen)
     
9,995
 
     
11,580
 
     
14,287
 
     
16,820
 
      
    
    
    
EBITDA Margin
     
32.1
%
     
31.1
%
     
30.5
%
     
32.5
%
      
    
    
    
*1
 
Per Share amounts have been adjusted to reflect five-for-one stock splits that took effect in August 1998 and September 1999.
*2
 
Because the numbers for the eighth fiscal term include those prior to the listing on the Tokyo Stock Exchange, a simple comparison with other fiscal terms may not be appropriate.
 
Shareholder Information
 
 
•
 
Book closure: Every March 31
 
 
•
 
Record date for year-end dividends: Every March 31
 
 
•
 
Record date for interim dividends: Every September 30

41