Form 6-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2014.

Commission File Number: 001-31221

Total number of pages: 62

 

 

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  þ Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    NTT DOCOMO, INC.
Date: May 28, 2014     By:  

/S/ MUTSUO YAMAMOTO

     

Mutsuo Yamamoto

Head of Investor Relations

Information furnished in this form:

 

1.

English translation of Notice of Convocation of the 23rd Ordinary General Meeting of Shareholders

 


Table of Contents

Notice of Convocation of the 23rd Ordinary

General Meeting of Shareholders

NTT DOCOMO, INC.

This is an English translation of the Notice of Convocation of the Ordinary General Shareholders Meeting for the 23rd Fiscal Year (“the Notice”) of NTT DOCOMO, INC. and its subsidiaries (“DOCOMO,” the “Company,” “we,” or “our Group”). This translation includes a translation of the audit report of KPMG AZSA LLC, DOCOMO’s independent auditor, of the financial statements included in the original Japanese language Notice. KPMG AZSA LLC has not audited and makes no warranty as to the accuracy or otherwise of the translation of the financial statements or other financial information included in this translation of the Notice.


Table of Contents

TABLE OF CONTENTS

 

Message from the President

     1   

Notice of Convocation of the 23rd Ordinary General Meeting of Shareholders (Attachments)

     3   

Business Report

     16   

Consolidated Balance Sheet [U.S.GAAP]

     44   

Consolidated Statement of Income [U.S.GAAP]

     45   

Consolidated Statement of Changes in Equity [U.S.GAAP]

     46   

Consolidated Statement of Comprehensive Income (Reference) [U.S.GAAP]

     47   

Consolidated Statement of Cash Flows (Reference) [U.S.GAAP]

     48   

Non-Consolidated Balance Sheet

     49   

Non-Consolidated Statement of Income

     50   

Non-Consolidated Statement of Changes in Net Assets

     51   

Independent Auditors’ Report regarding the Consolidated Financial Statements

     53   

Independent Auditors’ Report regarding the Non-Consolidated Financial Statements

     55   

Audit Report of Audit & Supervisory Board

     57   


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MESSAGE FROM THE PRESIDENT

Dear Shareholders:

I am delighted to present this convocation notice for the general shareholders meeting for the 23rd fiscal year (from April 1, 2013 to March 31, 2014).

In the mobile communications market, besides the intense competition that we engage in with other Japanese telecommunications carriers, we are also facing competition with new players that offer a wide range of Internet-based services. In this new competitive landscape, we have worked to thoroughly improve our offerings in our core mobile business and develop attractive services in new business fields with an aspiration to realize “smart life” that brings greater convenience and affluence to customers’ everyday life. As a concrete step toward this goal, we have taken steps to reinforce our comprehensive strengths by addressing the four key areas of “devices (handsets),” “network,” “services” and “billing plans and sales channels.”

In the fiscal year ending March 31, 2015, we will continue to brush up our offerings in these four areas with the aim of establishing a new growth track. In April 2014, we unveiled a new billing plan, called “Kake-hodai & Pake-aeru,” which was developed based on the concept of “allowing customers to use our services at affordable rates for a long period of time by selecting an option suited for the different stages of life.” The new billing plan, which was developed in anticipation of future trends, can be applied to a wide variety of products including smartphones, feature phones, tablets and peripheral devices. We believe the new plan will help boost our smartphone sales and facilitate customers to utilize multiple mobile devices, thereby contributing to a new growth in our core mobile business.

As for our actions in the new business fields, we plan to expand the services that combine mobile with various physical services used for different purposes of life in an effort to strengthen our competitiveness through new value creation. As part of this undertaking, we launched “ddelivery” home food delivery service in May 2014. In addition, to enable stress-free access to our services, we will continue to expand our LTE network coverage and move ahead with its speed enhancements.

Going forward, we will implement measures that will bring greater “happiness” to the lives of our customers, their family and society, so we can be chosen by customers as a “partner for a smart life” and garner their usage for a long period of time.

As always, I ask for your continued goodwill and support.

 

   May 2014
   Kaoru Kato
   President and CEO

 

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Corporate Vision

“Pursuing Smart Innovation”

HEART

Harmonize — Social contribution beyond borders, across generations

Evolve — Evolution of service and network

Advance — Advance industries through convergence of services

Relate — Creating joy through connections

Trust — Support for safe, secure and comfortable living

 

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Tokyo Stock Exchange: 9437

New York Stock Exchange: DCM

May 28, 2014

To Shareholders

NTT DOCOMO, INC.

11-1, Nagata-cho 2-chome

Chiyoda-ku, Tokyo, Japan

President and CEO: Kaoru Kato

NOTICE OF CONVOCATION OF

THE 23rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 23rd Ordinary General Meeting of Shareholders of the Company (the “Meeting”) will be held as described below.

Details

 

1. Date and Time:

  

Thursday, June 19, 2014 at 10:00 a.m. (Japan Standard Time)

2. Place of the Meeting:

  

Tsuru-no-ma, The Main Banquet Floor

  

Hotel New Otani

  

4-1, Kioi-cho, Chiyoda-ku, Tokyo, Japan

 

3


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3.

Matters to be dealt with at the Meeting:

Matters to be reported:

 

  1)

Report on Business Report, Consolidated and Non-Consolidated Financial Statements for the 23rd Fiscal Year (from April 1, 2013 to March 31, 2014).

 

  2)

Report on Results of Audit of Consolidated Financial Statements by Registered Public Accountants and Audit & Supervisory Board.

Matters to be resolved:

 

First Item of Business:

 

Appropriation of Retained Earnings

Second Item of Business:

 

Election of Fifteen (15) Directors

Third Item of Business:

  Election of Two (2) Audit & Supervisory Board Members

A copy of the Business Report and our Consolidated and Non-Consolidated Financial Statements and a certified copy of the Independent Auditor’s Report and the Audit Report of Audit & Supervisory Board for the 23rd Fiscal Year required to be attached are included as pages 16-59 hereto.

 

 

 

In accordance with the applicable laws and regulations, and the provisions of Article 16 of the Company’s Articles of Incorporation, we have posted the Notes to the Consolidated and Non-Consolidated Financial Statements, which comprise the Attachments to this Notice of Convocation of the 23rd Ordinary General Meeting of Shareholders, at the Company’s following web site: (https://www.nttdocomo.co.jp/english/corporate/ir/event/meeting/index.html) instead of including them herein.

Our Consolidated and Non-Consolidated Financial Statements included in the Attachments to the Notice of Convocation of the 23rd Ordinary General Meeting of Shareholders are part of our Consolidated and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing the Independent Auditor’s Report.

Should any revision be needed with regard to the Reference Materials for the Ordinary General Meeting of Shareholders, Business Report or Consolidated and Non-Consolidated Financial Statements, the Company will publish such revision on its website: https://www.nttdocomo.co.jp/english/corporate/ir/event/meeting/index.html

 

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REFERENCE MATERIALS FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

Items of Business and Matters for Reference

First Item of Business: Appropriation of Retained Earnings

Items relating to year-end dividends

Taking into account the consolidated results of operations and consolidated dividend payout ratio, the Company distributes dividends with the aim of providing continuous stable dividends while trying to enhance its financial condition and secure internal reserves. The Company proposes to pay the year-end dividend for the 23rd fiscal year as follows:

 

  (1)

Type of Dividend Asset

Cash

 

  (2)

Proposed Appropriation of Dividend Assets to Shareholders and Total Amount of Dividend Payment

¥30 per share of common stock of the Company

Total Amount of Dividend Payment: ¥124,402,803,000

(The Company conducted a 1:100 stock split with an effective date of October 1, 2013. If adjusted to take into consideration of this stock split, the interim dividend of ¥3,000 paid in November 2013 would be equivalent to ¥30 per share. Accordingly, the aggregate amount of annual dividends for this fiscal year, i.e., the sum of interim and year-end dividends, will be ¥60 per share.)

 

  (3)

Effective Date of the Appropriation of Dividends from Retained Earnings

Friday, June 20, 2014

 

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Second Item of Business: Election of Fifteen (15) Directors

As the terms of office of fourteen (14) Directors will expire at the close of this meeting, it is proposed that fifteen (15) Directors be elected, adding one (1) director with the aim of further reinforcing the Company’s management structure.

The candidates for positions as Directors are as follows:

 

Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

   Number
of

Company
Shares
Owned
1   

Kaoru Kato

(May 20, 1951)

 

<Reappointed>

  

April 1977

   Entered NTT Public Corporation    27,200
     

 

July 2007

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department, Member of the Board of Directors of NTT DoCoMo Kansai, Inc.

  
     

 

June 2008

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department, Member of the Board of Directors of the Company

  
     

 

April 2009

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department and Managing Director of Mobile Society Research Institute, Member of the Board of Directors of the Company

  
     

 

July 2009

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department, Member of the Board of Directors of the Company

  
     

 

June 2012

  

 

President and Chief Executive Officer, Member of the Board of Directors of the Company (To the present)

  

 

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Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

   Number
of

Company
Shares
Owned
2   

Kazuhiro Yoshizawa

(June 21, 1955)

 

<Reappointed>

  

April 1979

   Entered NTT Public Corporation    15,800
     

 

July 2003

  

 

Senior Director of Corporate Strategy and Planning Department of the Company

  
     

 

June 2007

  

 

Senior Vice President, Managing Director of Corporate Marketing Department II of the Company

  
     

 

June 2011

  

 

Senior Vice President, Managing Director of Human Resources Management Department, Member of the Board of Directors of the Company

  
     

 

June 2012

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department, Responsible for Mobile Society Research Institute, Member of the Board of Directors of the Company

  
     

 

February 2013

  

 

(Concurrent position) President and Chief Executive Officer of NTT DOCOMO Ventures, Inc. (To the present)

  
     

 

July 2013

  

 

Executive Vice President, Managing Director of Corporate Strategy and Planning Department and Managing Director of Structural Reform Office, Responsible for Mobile Society Research Institute, Member of the Board of Directors of the Company (To the present)

  

 

3

  

 

Yoshikiyo Sakai

(October 10, 1956)

 

<Newly appointed>

  

 

April 1980

  

 

Entered NTT Public Corporation

  

 

6,400

     

 

July 2002

  

 

Senior Director of Accounts and Finance Department of the Company

  
     

 

June 2005

  

 

Managing Director of Investor Relations Department of the Company

  
     

 

July 2008

  

 

Managing Director of Public Relations Department of the Company

  
     

 

June 2009

  

 

Senior Vice President, Managing Director of Public Relations Department of the Company

  
     

 

June 2012

  

 

Senior Vice President, Director of Finance and Accounting Department, Member of the Board of Directors of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”) (To the present)

  

 

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Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

  

Number
of

Company
Shares
Owned

4   

Akira Terasaki

(January 20, 1952)

 

<Newly appointed>

  

April 1976

   Entered Ministry of Posts and Telecommunications    1,000
     

 

July 2008

  

 

Vice-Minister for Policy Coordination, Ministry of Internal Affairs and Communications

  
     

 

July 2010

  

 

Special Advisor to the Ministry of Internal Affairs and Communications

  
     

 

October 2010

  

 

Professor, Graduate School of Science and Engineering, Tokyo Institute of Technology (To the present)

  
     

 

July 2011

  

 

Advisor, Nomura Research Institute, Ltd. (To the present)

  

 

5

  

 

Seizo Onoe

(May 12, 1957)

 

<Reappointed>

  

 

April 1982

  

 

Entered NTT Public Corporation

  

 

15,100

     

 

December 2005

  

 

Managing Director of IP Radio Network Development Department and Managing Director of Radio System Development of the Company

  
     

 

July 2006

  

 

Managing Director of Radio Access Network Development Department of the Company

  
     

 

June 2008

  

 

Senior Vice President, Managing Director of R&D Strategy Department and Managing Director of Radio Access Network Development Department of the Company

  
     

 

July 2008

  

 

Senior Vice President, Managing Director of R&D Strategy Department of the Company

  
     

 

June 2012

  

 

Executive Vice President, Managing Director of R&D Center, Member of the Board of Directors of the Company (To the present)

  

 

6

  

 

Hirotaka Sato

(November 18, 1958)

 

<Reappointed>

  

 

April 1982

  

 

Entered NTT Public Corporation

  

 

11,300

     

 

July 2004

  

 

Senior Director of System Marketing Department III of the Company

  
     

 

June 2005

  

 

Senior Director of Accounts and Finance Department of the Company

  
     

 

July 2008

  

 

Vice President of Finance and Accounting Department of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”)

  
     

 

June 2011

  

 

Senior Vice President, Managing Director of Corporate Marketing Department I of the Company

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Accounts and Finance Department, Member of the Board of Directors of the Company (To the present)

  

 

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Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

  

Number
of

Company
Shares
Owned

7   

Kazuhiro Takagi

(June 29, 1956)

 

<Reappointed>

  

April 1982

   Entered NTT Public Corporation    6,700
     

 

July 2001

  

 

Senior Director of i-mode Business Department of the Company

  
     

 

May 2002

  

 

Senior Director of Procurement and Supply Department of the Company

  
     

 

July 2005

  

 

Senior Director of Human Resources Management Department of the Company

  
     

 

July 2008

  

 

Managing Director of Frontier Services Department of the Company

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Human Resources Management Department, Member of the Board of Directors of the Company (To the present)

  

 

8

  

 

Hiroyasu Asami

(September 8, 1956)

 

<Newly appointed>

  

 

April 1980

  

 

Entered NTT Public Corporation

  

 

9,700

     

 

June 2009

  

 

Senior Vice President, Managing Director of Consumer Services Department of the Company

  
     

 

April 2011

  

 

Senior Vice President, Managing Director of Smart Communication Services Department of the Company

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Smart Communication Services Department, Engages in Multimedia of the Company

  
     

 

March 2013

  

 

Executive Vice President, Responsible for Multimedia Services of the Company

  
     

 

July 2013

  

 

Executive Vice President, Managing Director of Smart-life Business Division of the Company (To the present)

  

 

9

  

 

Shoji Suto

(March 4, 1957)

 

<Newly appointed>

  

 

April 1980

  

 

Entered NTT Public Corporation

  

 

9,000

     

 

June 2008

  

 

Senior Vice President, Managing Director of Sales Promotion Department of the Company

  
     

 

June 2009

  

 

Executive Vice President, Managing Director of Marketing Business Department, Member of the Board of Directors of DOCOMO Business Net Inc.

  
     

 

July 2009

  

 

Executive Vice President, Managing Director of Marketing Division, Member of the Board of Directors of DOCOMO Business Net Inc.

  
     

 

June 2010

  

 

Executive Vice President, Managing Director of Corporate Marketing Division, Member of the Board of Directors of DOCOMO Business Net Inc.

  
     

 

June 2011

  

 

Senior Vice President, Managing Director of Shikoku Regional Office of the Company (To the present)

  

 

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Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

  

Number
of

Company
Shares
Owned

10   

Kiyohiro Omatsuzawa

(June 22, 1957)

 

<Newly appointed>

  

April 1981

   Entered NTT Public Corporation    12,800
     

 

June 2005

  

 

General Manager of Yamanashi Branch of the Company

  
     

 

June 2006

  

 

Managing Director of Radio Access Network Engineering Department of the Company

  
     

 

July 2009

  

 

Managing Director of Procurement and Supply Department and Member of Corporate Strategy and Planning Department of the Company

  
     

 

June 2010

  

 

Senior Vice President, Managing Director of Procurement and Supply Department of the Company

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Chugoku Regional Office of the Company (To the present)

  

 

11

  

 

Toshiki Nakayama

(January 29, 1958)

 

<Newly appointed>

  

 

April 1981

  

 

Entered NTT Public Corporation

  

 

4,000

     

 

June 2007

  

 

Senior Manager, Medium-Term Management Strategy Development Office of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”), Member of the Board of Directors of the Company

  
     

 

June 2008

  

 

Vice President of Strategic Business Development Division of NTT

  
     

 

June 2011

  

 

Senior Vice President of Strategic Business Development Division of NTT

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Frontier Services Department of the Company

  
     

 

July 2013

  

 

Senior Vice President, Managing Director of Smart-life Solutions Department of the Company (To the present)

  
     

 

January 2014

  

 

(Concurrent position) Representative Director and President of ABC HOLDINGS Co., Ltd. (To the present)

  
        

 

(Concurrent position) Representative Director and Senior Executive Vice President of ABC Cooking Studio Co. Ltd. (To the present)

  

 

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Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

  

Number
of

Company
Shares
Owned

12   

Hajime Kii

(April 20, 1960)

 

<Newly appointed>

   April 1983    Entered NTT Public Corporation    4,000
     

 

December 2005

  

 

Senior Vice President of Global Business Strategy Office, Department I of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”)

  
     

 

July 2007

  

 

General Manager of Mobility Design Business Group of the Company

  
     

 

July 2008

  

 

Deputy Managing Director of Global Business Division of the Company

  
     

 

June 2010

  

 

Managing Director of Global Business Division of the Company

  
     

 

June 2012

  

 

Senior Vice President, Managing Director of Global Business Division of the Company (to the present)

  
        

 

(Principal Concurrent Positions)

  
        

 

Member of the Board of Tata Teleservices Limited (India)

  

 

13

  

 

Makoto Tani

(November 2, 1961)

 

<Newly appointed>

  

 

April 1984

  

 

Entered NTT Public Corporation

  

 

2,100

     

 

January 2004

  

 

Senior Manager of Personnel Department of NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION (“NTT West”)

  
     

 

July 2006

  

 

Senior Manager of Department V and Vice President of Business Process Reform Office, Department V of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”)

  
     

 

June 2007

  

 

Vice President of General Affairs Department of NTT

  
     

 

October 2009

  

 

Vice President of President’s Office, General Affairs Department of NTT

  
     

 

August 2013

  

 

Senior Vice President, Managing Director of Corporate Marketing Department II of the Company (To the present)

  

 

14

  

 

Teruyasu Murakami

(October 15, 1945)

 

<Reappointed>

<Outside Director>

<Independent Director>

  

 

April 1968

  

 

Entered Nomura Research Institute, Ltd. (NRI)

  

 

5,400

     

 

April 2001

  

 

Representative Director, Executive Managing Director, Member of the Board of NRI

  
     

 

April 2002

  

 

Chief Corporate Counselor of NRI

  
     

 

June 2008

  

 

Independent Director of Benesse Holdings, Inc.

  
     

 

April 2012

  

 

Director of Research Institute for Industrial Strategy (To the present)

  
     

 

June 2013

  

 

Member of the Board of Directors of the Company (To the present)

  
        

 

(Principal concurrent positions)

  
        

 

Director of Research Institute for Industrial Strategy

  

 

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Table of Contents

Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

   Number
of

Company
Shares
Owned
15   

Takashi Nakamura

(May 15, 1964)

 

<Reappointed>

<Outside Director>

  

April 1987

   Entered NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”)    1,000
     

 

January 1999

  

 

Manager of Department IV, NTT-Holding Provisional Headquarters of NTT

  
     

 

October 2002

  

 

Senior Manager of Department IV of NTT

  
     

 

April 2005

  

 

Senior Manager of Accounts and Finance Department of NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION (“NTT West”)

  
     

 

July 2008

  

 

Senior Manager of Personnel Department of NTT West

  
     

 

July 2011

  

 

Senior Manager of Finance and Accounting Department of NTT (To the present)

  
     

 

June 2013

  

 

Member of the Board of Directors of the Company (To the present)

  
        

 

(Principal concurrent positions)

  
        

 

Senior Manager of Finance and Accounting Department of NTT

  

 

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Note:

 

1.

NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”) is the parent of the Company. NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION (“NTT West”) is a subsidiary of NTT.NTT DOCOMO Ventures, Inc., DOCOMO Business Net Inc. and ABC HOLDINGS Co., Ltd. are subsidiaries of the Company. ABC Cooking Studio Co. Ltd. is a subsidiary of ABC HOLDINGS Co., Ltd. NTT DoCoMo Kansai, Inc. was a subsidiary of the Company, but was dissolved in July 2008 upon the merger with NTT DOCOMO, Inc., the surviving company.

 

2.

Mr. Yoshikiyo Sakai is currently a member of the board of NTT, but is expected to resign from the position on June 26, 2014. If his election is approved, Mr. Sakai is expected to assume the position on June 26, 2014.

 

3.

Mr. Akira Terasaki, who currently is Professor of Graduate School of Science and Engineering, Tokyo Institute of Technology and Advisor of Nomura Research Institute, Ltd., is expected to resign from these positions on September 30, 2014 and June 18, 2014, respectively.

 

4.

Mr. Teruyasu Murakami and Mr. Takashi Nakamura are candidates for outside directors. The company filed with the Tokyo Stock Exchange, Inc. (“TSE”) the notification of Mr. Teruyasu Murakami as an independent director as defined by TSE regulations. An independent director is defined as an outside director or audit & supervisory board member who is unlikely to have conflicts of interest with general investors. The appointment of independent director is obliged by TSE for the purpose of protecting general investors.

 

5.

Mr. Teruyasu Murakami is nominated as a candidate for an outside director due to his long engagement and career in corporate management in information industries, and the Company’s expectations that he will perform a supervisory function from a standpoint independent of business execution and incorporating management insight from a broader perspective based on his extensive experience and knowledge. Mr. Takashi Nakamura is nominated as a candidate for an outside director due to his long career and engagement in businesses pertaining to telecommunications, and the Company’s expectations that he will perform a supervisory function from a standpoint independent of business execution as an outside director, based on his extensive experience and knowledge.

 

6.

Mr. Takashi Nakamura has received wages, etc., from NTT as an employee of NTT during the past two years, and is expected to continue receiving wages, etc., as an employee of NTT.

 

7.

The candidates for outside directors, Mr. Teruyasu Murakami and Mr. Takashi Nakamura, shall have served as outside directors of the Company for one year at the conclusion of this ordinary general meeting of shareholders.

 

8.

If the election of Mr. Murakami and Mr. Nakamura is approved, in accordance with the provisions of Article 427, Section 1 of the Companies Act of Japan, the Company plans to continue a limited liability contract with Mr. Murakami and Mr. Nakamura, which sets forth the upper limit of damage compensation liability as provided in Article 423 Section 1 of the Companies Act of Japan, so that they can properly fulfill the roles expected for an outside director of the Company.

 

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Third Item of Business: Election of Two (2) Audit & Supervisory Board Members

As two (2) Audit & Supervisory Board Members, Mr. Takanori Utano and Mr. Kenji Ota, will resign at the close of this Meeting, it is proposed that two (2) Audit & Supervisory Board Members, Mr. Tooru Kobayashi as substitute for Mr. Takanori Utano and Mr. Toshimune Okihara as substitute for Mr. Kenji Ota, be elected.

The candidates for Audit & Supervisory Board Member, to whom the Audit & Supervisory Board has given its approval, are as follows:

 

Candidate
Number

  

Name

(Date of Birth)

  

History, Positions, Responsibilities and Principal Concurrent

Positions

  

Number
of

Company
Shares
Owned

1   

Tooru Kobayashi

(August 8, 1952)

 

<Newly appointed>

  

April 1976

   Entered NTT Public Corporation    15,800
     

 

June 2007

  

 

Executive Vice President, Managing Director of Sales Department and General Manager of Nagoya Branch, Member of the Board of Directors of NTT DoCoMo Tokai, Inc.

  
     

 

July 2008

  

 

Executive Vice President, Managing Director of Tokai Regional Office of the Company

  
     

 

June 2011

  

 

Representative Director and Executive Vice President, Member of the Board of Directors of Sumitomo Mitsui Card Co. Ltd.

  
     

 

April 2012

  

 

Representative Director and Senior Executive Vice President, Member of the Board of Directors of Sumitomo Mitsui Card Co. Ltd.

  
     

 

June 2013

  

 

President and Chief Executive Officer, Member of the Board of Directors of DOCOMO Service, Inc. (To the present)

  

 

2

  

 

Toshimune Okihara

(August 29, 1954)

 

<Newly appointed>

<Outside Audit & Supervisory Board Member>

  

 

April 1979

  

 

Entered NTT Public Corporation

  

 

1,000

     

 

September 2004

  

 

General Manager, Manufacturing & Supply Chain Sales Department I, First Enterprise Sales Division of NTT Communications Corporation (“NTT Com”)

  
     

 

June 2006

  

 

Senior Vice President, General Manager of System Engineering Department, Member of the Board of Directors of NTT Com

  
     

 

August 2006

  

 

Senior Vice President, General Manager of System Engineering Department, Enterprise Sales Division Member, Member of the Board of Directors of NTT Com

  
     

 

June 2010

  

 

Executive Vice President, General Manager of System Engineering Department, Enterprise Sales Division, Member of the Board of Directors of NTT Com

  
     

 

June 2011

  

 

President and Chief Executive Officer, Member of the Board of Directors of NTT Com Technology Corporation

  
        

 

(To the present)

  

 

14


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Notes:

 

1.

DOCOMO Service Inc. is a subsidiary of the Company. NTT Communications Corporation (“NTT Com”) is a subsidiary of our parent company, NTT. NTT Com Technology Corporation is a subsidiary of NTT Com. NTT DoCoMo Tokai, Inc. was a subsidiary of the Company, but was dissolved in July 2008 upon the merger with NTT DOCOMO, Inc., the surviving company.

 

2.

Mr. Tooru Kobayashi is expected to resign from the Board of Directors of DOCOMO Service Inc. on June 17, 2014. During the past five years, Mr. Kobayashi has served as President and Chief Executive Officer of Business Expert Inc., a subsidiary of DOCOMO Service Inc., and currently serves as President and Chief Executive Officer of Business Expert Inc., but is expected to resign from the position on June 12, 2014.

 

3.

Mr. Toshimune Okihara is expected to resign from the Board of Directors of NTT Com Technology Corporation on June 17, 2014.

 

4.

Mr. Toshimune Okihara is a candidate for outside audit & supervisory board member of the Company.

 

5.

Mr. Toshimune Okihara is nominated as candidate due to his long career and engagement in businesses pertaining to telecommunications and corporate management, and the Company’s expectations that he will perform an audit and supervisory function based on his extensive knowledge and experience.

 

6.

Mr. Toshimune Okihara has received compensation, etc., from NTT Com and NTT Com Technology Corporation as a member of the Board of Directors during the past two years. Mr. Okihara is expected to receive compensation, etc., as member of the Board of Directors of NTT Com Technology Corporation.

 

7.

If the election of Mr. Toshimune Okihara as an outside audit & supervisory board member is approved, in accordance with the provisions of Article 427, Section 1 of the Companies Act of Japan, the Company plans to enter into a limited liability contract with Mr. Okihara, which sets forth the upper limit of damage compensation liability as provided in Article 423 Section 1 of the Companies Act of Japan, so that he can properly fulfill the roles expected for an outside audit & supervisory board member.

-end-

 

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BUSINESS REPORT

(For the fiscal year from April 1, 2013 to March 31, 2014)

 

Note:

The term “FY2013” hereinafter refers to the fiscal year ended March 31, 2014, and other fiscal years are referred to in a corresponding manner. All non-consolidated figures regarding results of operations in this report were prepared in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”), unless otherwise stated herein. Consolidated results contained herein were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), unless otherwise noted.

1. Business Matters of the Corporate Group

(1) Main Business Activities (As of March 31, 2014)

The main business activities of our Group are summarized in the table below.

 

Business Segment

  

Main Business Areas

Mobile phone business

   Cellular (Xi and FOMA) services, international services, satellite mobile communications services, and sales of handsets and equipment for each service, etc.

All other businesses

   Credit services, home shopping services, music software sales, Internet access service for hotel facilities, mobile advertisement business, etc.

(2) Developments and Results of Operations

<<Summary of the principal initiatives>>

In the mobile telecommunications market, besides the intense competition that we engage in with other Japanese telecommunications carriers due to active movement of subscribers using the Mobile Number Portability (MNP) system, we are also facing competition with new players offering a wide variety of Internet-based services that transcend the scope of traditional telecommunications businesses.

In this new competitive landscape, we have been taking steps to reinforce our competitiveness in the mobile business by thoroughly improving our offerings and developing attractive services in our new business fields, based on our medium-term business plan: “Medium-Term Vision 2015: Shaping a Smart Life.”

In the fiscal year ended March 31, 2014, we strived to boost our comprehensive strengths by focusing on the four key areas of “devices (handsets),” “network,” “services” and “billing plans and sales channels,” with the goal of being chosen by a large number of customers and garnering their usage over a long period of time.

Furthermore, in order to propel the expansion of our new businesses going forward, we pursued collaboration and alliances with external partners to provide new services in such fields as “healthcare” and “learning.”

Meanwhile, to accelerate the initiatives mentioned above, we endeavored to strengthen our managerial foundation through structural reforms, stepping up cost-cutting efforts and shifting management resources to new business domains.

 

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Furthermore, in April 2014, we unveiled a new billing plan called “Kake-hodai & Pake-aeru” that offers unlimited domestic voice calls for a flat monthly rate and enables users to share their packet-data quota among family members, and introduced a new discount for young customers up to the age of 25 and discounts according to the number of years of use, with the goal of enabling customers to utilize our services at affordable rates for a long period of time by selecting a plan appropriate for their individual needs in different stages of life.

Going forward, we will continue our efforts to bring greater happiness to the lives of our customers and their families, and to society, with the goal of becoming a “Partner for a Smart Life,” chosen and patronized by customers for a long period of time.

<<Results of operations for the FY2013 >>

(Billions of yen)

 

Item

   22nd Fiscal Year
(FY2012)
     23rd Fiscal Year
(FY2013)
     Year-on-Year
Change
 

Operating revenues

     4,470.1         4,461.2         -0.2

Operating income

     837.2         819.2         -2.1

Income before income taxes

     833.3         833.0         -0.0

Net income attributable to NTT DOCOMO, INC.

     491.0         464.7         -5.4

Notes: “Results for the 22nd Fiscal Year” have been revised due to the reinstatement of the equity method for an investee.

For the fiscal year ended March 31, 2014, operating revenues decreased by ¥8.9 billion from the previous fiscal year to ¥4,461.2 billion due mainly to a decrease in mobile communications services revenues by ¥212.7 billion as a result of the impacts of penetration of the “Monthly Support” discount program, despite increases in equipment sales and other operating revenues of ¥113.9 billion and ¥89.9 billion respectively, driven by our active sales promotion of smartphones and the expansion of profit in our new business fields.

Operating expenses increased by ¥9.1 billion from the previous fiscal year to ¥3,642.0 billion due mainly to the increase in depreciation expense related to our upgrade of equipment for our Xi network and an increase in cost related to our expansion of profit in new business fields, despite our efforts to promote cost reduction with the goal of further strengthening our management structure.

As a result of the foregoing, operating income was below ¥840.0 billion, the forecast for the fiscal year ended March 31, 2014, and decreased by ¥18.0 billion from the previous fiscal year to ¥819.2 billion. Net income attributable to NTT DOCOMO, INC. was ¥464.7 billion (a decrease of ¥26.3 billion from the previous fiscal year) due to the ¥39.5 billion decrease of equity in net income of affiliates.

 

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n

Mobile Phone Business

<<Number of Subscriptions for Principal Services>>

(Thousands of subscriptions)

 

Category

   22nd Fiscal Year
(FY2012)
    23rd Fiscal Year
(FY2013)
    Increase or
Decrease
     Year-on-Year
Change
 

Cellular services

     61,536        63,105        1,569         2.6

Xi services

     11,566        21,965        10,399         89.9

FOMA services

     49,970        41,140        -8,830         -17.7

Packet flat-rate services

     38,704        40,148        1,444         3.7

sp-mode services

     18,285        23,781        5,497         30.1

i-mode services

     32,688        26,415        -6,273         -19.2

Number of smartphones sold (Thousand units)

     13,290        13,780        490           

Churn rate (%)

     0.82     0.87     0.05point           

Notes:

 

1.

Number of subscriptions to Cellular services and Cellular (FOMA) services includes Communication Module services subscriptions.

 

2.

Effective March 3, 2008, FOMA subscription became mandatory for subscription to “2in1” services, and those FOMA subscriptions are included in the number of FOMA subscriptions.

<<Summary of the principal initiatives>>

<Devices>

We have made efforts to enhance the lineup of smartphones specific to DOCOMO that are available for customers to choose in order to respond to the diversified needs of customers.

 

   

Introduction of iPhone*1

We started carrying Apple Inc.’s iPhone to respond to the needs of our customers, and launched “dmarket” and various other DOCOMO-proprietary services on the iPhone in an attempt to allow our users to utilize these services.

 

   

Performance Enhancement of Android Smartphones

We endeavored to evolve our Android smartphones with enrichment of a number of features in order to realize further convenience of our customers, e.g., implementation of a quad-core CPU*2 that enables the smooth operation of applications and a large-capacity battery that enables more than 3-day continuous usage without recharging and improvement of various operability.

 

   

Smartphones Targeting Broader User Segments

We released smartphones equipped with designs and features for broad user segments, including the elderly and children, such as the “Raku-Raku SMARTPHONE” equipped with a large touch-panel and the “Smartphone for Junior” preinstalled with a rich set of safety/security functions for young users.

 

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*1:

TM and © 2014 Apple Inc. All rights reserved. iPhone is a trademark of Apple Inc. The iPhone trademark is used under a license from AIPHONE CO., LTD.

 

*2:

A Central Processing Units, or CPUs, are embedded inside PCs, smartphones and other devices to perform complicated numerical calculations, information processing, mechanical control and other tasks.

<Network>

We aimed to provide a robust LTE*1 network that utilizes DOCOMO’s technical strengths in pursuit of “breadth,” “speed” and “convenience.”

 

   

Expansion of Xi LTE Service Areas

We increased the total number of Xi LTE base stations to 55,300 stations across Japan as of March 31, 2014 (an increase of 30,900 stations compared to the number a year ago) and realized broader area coverage than before. We took meticulous efforts to expand the LTE service areas, to areas such as subway/Shinkansen bullet train stations, commercial facilities, schools and the Mt. Fuji*2 area, which was recently registered as a World Heritage site, so as our customers are able to use their mobile phones in various locales.

 

   

Xi LTE Speed Enhancement

We commenced high-speed service that offers a maximum download speed of 150Mbps*3 in Tokyo, Nagoya and Osaka metropolitan areas, while expanding the service areas of our maximum 112.5Mbps downlink speed service to all 47 prefectures of Japan.

 

   

Operation of “Quad-Band LTE*4”

We started operating “Quad-Band LTE” service that allows us to realize large-capacity transmission for comfortable access through efficient utilization of four different spectrum bands.

 

   

Installation of “6-Sector Base Stations*5”

In order to improve the communication quality in urban centers and other areas of high usage, we moved ahead with the installation of “6-sector base stations” that can handle the same capacity as six regular base stations with a single site.

 

*1:

Abbreviation for Long Term Evolution. A mobile communications system specified by the international standard development organization, 3GPP (3rd Generation Partnership Project).

 

*2:

Service provided during the climbing season in July-August 2013.

 

*3:

A communications speed measurement unit that represents what volume of data can be transmitted in one second. The bigger the number, the faster the communications speed.

 

*4:

The four spectrum bands of 800MHz, 1.5GHz, 1.7GHz and 2GHz are used for the provision of service. Service areas are constructed utilizing 2GHz and 800MHz bands for building coverage, the 1.5GHz band for delivering “speed” and the 1.7GHz for even faster transmission speeds in metropolitan areas.

 

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*5:

Base stations equipped with a technology that divides an area ordinarily covered by a single base station into six smaller sectors. This technology enables meticulous tuning based on the varying characteristics of each area.

<Services>

With a focus on our “dmarket” service, we provided more convenient services to entice even more customers to choose us.

 

   

Enrichment of “dmarket” Stores

Aiming to have broad segments of users enjoy our “dmarket” services, we launched a number of new stores on “dmarket”. In the fiscal year ended March 31, 2014, we launched “dcreators” (an online market where various handmade items can be put up for sale or purchased), “d fashion” (a fashion e-commerce site), “dkids” (an education content service targeting families with infants) and “dtravel” (a travel service that provides customers with comprehensive support).

 

   

Expansion of “dmarket” User Base

We took efforts to prove more attractive services for each store on “dmarket.” As of March 31, 2014, the cumulative subscriptions to “dvideo,” “dhits,” “danime store” and “dkids” services which deliver content for a fixed monthly subscription fee, grew to 7.69 million.

 

LOGO

 

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LOGO

 

   

Provision of “docomo mail”

We began providing a mail service which is easy to use for our smartphone customers, and commenced “docomo mail” cloud-based email service, after renovating the conventional “sp-mode mail” service for smartphones in pursuit of improved ease of use. We also added a function that allows users to access their mobile phone mail address from PCs or other devices.

 

   

Use of “docomo ID”

We enhanced the functionality of “docomo ID,” an account identification provided for user authentication, to enable the use of the same ID for services on multiple devices, and even enable customers who do not have a mobile phone subscription contract with DOCOMO to use “dmarket” and other services via various Internet-enabled devices.

 

   

Provision of Service Packages

Based on the concept of “affordable and worry-free use,” we introduced service packages to offer an assortment of services that enjoy good reviews by customers. As of March 31, 2014, the “Osusume Pack,” which bundles the “Sugotoku-Contents” and other recommended services that allow customers to utilize their smartphones in various convenient ways, garnered 2.92 million subscriptions, and the “Anshin Pack,” which combines the “Mobile Phone Protection & Delivery” and various other services designed to ensure worry-free use of smartphones, garnered 4.46 million subscriptions.

 

   

Introduction of “Petfit”

As part of our endeavors to enrich our M2M* offerings that can provide useful solutions for customers’ everyday activities, we started a new service called “Petfit”, which allows users to check their pet dog’s health condition or location via smartphones or other devices using a tag with built-in communications capabilities.

 

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*:

Abbreviation for Machine-to-Machine. A system that provides automatic communication between machines with built-in communications capability such as vehicles, vending machines and information appliances and the server or other network equipment.

<Billing Plans and Sales Channels>

In response to the proliferation of smartphones, we have endeavored to develop sales channels and provide rates reflective of changes in what customers desire and in how they use their smartphones.

 

   

Various Discount Services

We launched various discount programs and campaigns, such as the “Arigato 10 Years Smartphone Discount” program for customers who have used DOCOMO for over 10 years, and a student discount program that offers discounts on basic monthly charges and other privileges to students purchasing a new smartphone, as well as their families.

 

   

Reinforcement of Customer Contact Points

To ensure smooth customer service at docomo Shops, we increased the number of customer counters and introduced tablet devices that can accept changes to customers’ contract details, etc., during the time before customers are guided to the counter. We also introduced a reservation service* which a customer can use when visiting “My Shop,” the docomo Shop which a customer has registered as their preferred DOCOMO store, increased the procedures that can be completed online and reinforced our call centers’ capabilities for handling smartphone-related inquiries.

 

*:

Some stores are not offering this service. Also, depending on how busy a store is on a particular day, service may not be offered in the normal timely manner that is expected.

 

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Announcement of New Billing Plan

In April 2014, we announced the introduction of a new billing plan called “Kake-hodai & Pake-aeru” to allow customers to utilize our smartphones and feature phones at affordable rates for a long period of time by selecting plans appropriate to their needs in different stages of life.

<Overview of New Billing Plan>

 

Zutto DOCOMO Discount

  

•     A service that offers graduated discounts based on the length of subscription

 

•     Offers discounts on data communication charges to all family members based on user with the longest subscription length in the family

U25 Ouen Discount

  

•     A service that offers helpful discounts not only to students but to all customers of age 25 or younger

 

•     Provides a discount of ¥500/month on a user phone bill

 

•     Also offers free bonus packets of 1GB

Kake-hodai

  

•     Unlimited domestic voice calling for a flat monthly rate to any destination, including to other DOCOMO phones or to users of other mobile/fixed-line networks, with no restrictions on the number of calls or their duration

Pake-aeru

  

•     Allows packet data-quota sharing among family members or among multiple devices owned by a single user

 

•     Allows waste-free data usage through the sharing of a data quota among family members after selecting a plan suited for the family’s total packet consumption

 

•     Additional packets can be purchased on an as-needed basis in months of heavy usage

<Initiatives for Corporate Marketing>

Through our smartphones and cloud services, we provide solutions that create new value for business users, addressing the unique challenges of our corporate clients. The following is a summary of the principal new initiatives undertaken during the fiscal year ended March 31, 2014:

 

   

Release of Business Smartphone

We released a smartphone for corporate users, the “F-04F,” equipped with easy-to-use basic communications features including telephone and email as well as advanced security functions.

 

   

Introduction of “Business Plus”

We started offering “Business Plus,” a package of cloud-based enterprise services including groupware*, network address book, attendance management and other features.

 

*:

Software designed to help improve the productivity of business operations. Groupware generally comes with email/schedule-sharing and other capabilities.

 

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Table of Contents

<Global Business Expansion>

We have taken steps to ensure that customers are able to use our mobile phones worry-free in foreign countries and promoted global expansion of services in new business fields through investments and alliances. The following is a summary of the principal actions undertaken during the fiscal year ended March 31, 2014:

 

   

Launch of “Global 1day Pake” Service

We started offering a new one-day (24-hour) flat-rate data communications billing plan for customers traveling overseas, the “Global 1day Pake” service, which provides users with more inexpensive packet access defined for each country/region.

 

   

Launch of LTE-based International Roaming Service

We commenced LTE-based international roaming service that can be applied with “Global 1day Pake” and other billing plans, to enable high-speed data access using LTE connections even when traveling abroad.

 

   

Reinforcement of New Businesses in Europe

We acquired all of the shares of fine trade gmbh, an Austria-based e-commerce trading solution provider, making it a wholly-owned subsidiary with the aim of providing various payment options in the online retail market for consumer goods in Europe.

 

n

All other businesses

Our undertakings in all other businesses also include efforts aimed at expanding new business fields through the rollout of new services in such fields as “healthcare” and “learning” or the making of investments and the formation of alliances. The principal actions undertaken in all other businesses during the fiscal year ended March 31, 2014, are summarized below:

 

   

docomo Healthecare, Inc.

We launched a new healthcare support service dubbed “Watashi Move (WM).” We also commenced services that provide users with advice based on acquired health data, “Karada no Kimochi” and “Karada no Tokei WM,” and released a wristband-type wearable device, “Move Band.”

 

   

Nihon Ultmarc Inc.

With the goal of creating new services that link customers with medical care, we made an investment in Nihon Ultmarc Inc., a company that operates Japan’s largest medical database and possesses special resources in this field, making it into a subsidiary.

 

   

ABC HOLDINGS Co., Ltd.

With a focus on cuisine and dining, we transformed ABC HOLDINGS Co., Ltd. into a subsidiary with the goal of creating new lesson styles that enrich customers’ lifestyles and provide convenience, and expanding the business of cooking classes in the future.

 

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MAGASeek Corporation

We commenced the “d fashion” fashion e-commerce site, in which users can make payments for purchased items together with their monthly phone bill or use docomo Points as a payment option.

Operating revenues and income (loss) in each business segment in the fiscal year ended March 31, 2014 are indicated in the table below.

(Billions of yen)

 

Category

   22nd Fiscal Year
(FY2012)
    23rd Fiscal Year
(FY2013)
    Year-on-Year
Change
 

Operating revenues

            

Mobile phone business

     4,275.2         (95.6     4,235.9         (94.9     -0.9

Voice

     1,274.6         (28.5     10,65.2         (23.9     -16.4

Packet

     1,893.9         (42.4     1,890.6         (42.4     -0.2

All other businesses

     195.0         (4.4     225.3         (5.1     15.6

Total

     4,470.1         (100.0     4,461.2         (100.0     -0.2

Operating income (loss)

            

Mobile phone business

     868.3         (-     835.5         (-     -3.8

All other businesses

     -31.1         (-     -16.3         (-     47.8

Total

     837.2         (-     819.2         (-     -2.1

Notes:

 

1.

Figures in parentheses indicate revenues as a percentage of total operating revenues.

 

2.

Operating revenues for the voice mobile phone business include circuit-switching data communication.

(3) Trend of Capital Expenditures

The principal capital investments made during the fiscal year ended March 31, 2014 are summarized below.

<Expansion of Telecommunications Facilities>

 

   

Expansion of Network Facilities

We increased significantly the installation of base stations to further improve the area coverage of our Xi LTE service. Also, in order to accommodate the growth of data traffic* resulting from the expanded uptake of smartphones, we worked on the capacity buildup of servers, switches and other equipment.

 

   

Actions for the Launch of New Services

We strived to reinforce our cloud infrastructure to ensure compatibility with “docomo ID” authentication and “docomo mail” service.

 

*:

The total volume of transmissions which occurred by means of data communication.

 

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<Initiatives Aimed at Efficiency and Cost Reduction>

 

   

Efficient Use of Capital Expenditure

We pursued cost efficiency improvement toward the goal of further strengthening our management foundation through the integration and/or capacity expansion of equipment, the improvement of the efficiency of construction and the reduction of equipment procurement costs.

 

   

Efficient Service Area Construction

We also structured our service areas and achieved quality improvement in an efficient manner, choosing the best equipment among various options taking into consideration the surrounding environment and geography, data transmission volume and other factors when establishing base stations.

As a result of the above measures, the total capital expenditures for the fiscal year ended March 31, 2014, decreased by 6.7% from the previous fiscal year to ¥703.1 billion.

(4) Financing Activities

During the fiscal year ended March 31, 2014, we obtained long-term financing through the issuance of corporate bonds in the amount of ¥50 billion, to be used for the redemption of outstanding corporate bonds.

(5) Research and Development Activities

We have engaged in the development of technology that will make communication and services used via smartphones more convenient and in R&D directed at establishing communication standards for the future, from a long-term perspective.

<Development of the Handsets and Services>

 

   

High functioning Xi Handsets

With the Xi service, we began to offer smartphones and mobile Wi-Fi routers compatible with “Quad band LTE” that supports downlink transmission at 150Mbps.

 

   

Strengthening of Cloud Service

We began to offer a service that uses the cloud for “docomo mail” and the like. We developed and began to offer a “docomo ID” compatible service base and server management technology that shortens up to 50% the cloud service response time, with the aim of improving service usability.

 

   

Establishing an API providing site

While providing our own technologies used in our smartphones, such technology as text recognition and voice recognition as API*1, we also established “docomo Developer support,” an API providing site that widely supports service developers, including development support tools like SDK*2.

 

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*1:

An abbreviation for Application Programming Interface. An interface required for calling up a function or database when applications are developed.

 

*2:

An abbreviation for Software Development Kit. It facilitates easier programming by developers.

<Technical Developments to be Implemented>

 

   

Development of VoLTE*

We are engaged in the development of “VoLTE,” a voice service on the LTE network, which is 3GPP standardized.

 

   

Development of LTE-Advanced

Newly developed “Smart Vertical MIMO,” a wireless transmission technology aimed at LTE-Advanced, which is a 4th generation mobile communications standard. The traveling transmission test was successful outdoors at an excess of 1.2Gbps with one base station antenna.

 

   

Development of Application for Wearable Device

We initiated the development of “intelligent glass,” an application for eyeglass-type terminals which displays counterpart information transmitted by others stored in the Internet and allows users to move virtual icons displayed in their field of vision as if they are moving actual physical objects.

 

*:

An abbreviation for Voice over LTE. This is a voice IP service which leverages LTE technology.

<Future Technology Initiatives>

 

   

Next Generation Communications (5G)

With the goal of realizing ultra-high speed communications that exceed 10Gbps and ultra-high data transmission volumes that are at least 1,000 times greater than LTE, we conducted research and development related to “next generation communications (5G).”

 

   

Network Virtualization

We are engaged in research and development related to network virtualization that aims to increase the efficiency of network structure and operations. We have confirmed by experimentation that this technology can handle the complexity of larger scale traffic concentration both economically and rapidly.

As a result of the above, the total research and development costs for the fiscal year ended March 31, 2014, decreased by 8.3% from the previous fiscal year to ¥102.0 billion.

 

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(6) CSR Activities

In accordance with our medium-term business plan, “Medium-Term Vision 2015,” we are working to provide a stable, high quality network and services and to engage in the persistent creation of new value as a “Partner for a Smart Life” for our customers.

We believe it is the corporate social responsibility “CSR” of DOCOMO to contribute to the realization of a society that enables people to lead abundant lives with comfort, safety, and security by resolving various social issues and surpassing the confines of countries, regions, and generations. Accordingly, we have positioned CSR at the core of our corporate management.

<Realizing a Safe, Secure Society>

 

   

Use of Safe, Secure Services by Young People

We have enhanced the “Anshin-mode” (“safe-mode”) function of our service for the safe and secure use of smartphones by young people and have enabled the application of our filtering service to Internet access via Wi-Fi provided by other companies as well as through the DOCOMO network. Approximately 6,900 sessions of the “Mobile Safety Class” were conducted for young people, guardians, and educators nationwide this period to explain precautionary items, manners and other facets of using mobile phones safely and securely.

 

   

Services that Seniors Can Use with Confidence

We began offering “Tsunagari-Hotto–Support”, an application to reassure seniors, and enabled the status of smartphone use (pedometer, battery charge remaining, etc.) to be conveniently emailed to a family member designated in advance through normal use of the smartphone.

 

   

Services that are Easy for Anyone to Use

The eligibility of application for Hearty Discounts has been expanded to also enable people with disabilities or people who suffer from intractable diseases to use our services with assurance. 70 sessions of our “Mobile Useful Class” were also conducted this fiscal year to explain to people with disabilities how to use mobile phones conveniently.

 

   

Manners when Using a Smartphone

We produced a logo and animated video stressing the dangers of using a smartphone while walking and posted these in various advertisements and on the Internet. We also enhanced the features of the “Anshin-mode” function and provided a function that will prevent use of a smartphone while walking.

 

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<Initiatives in Global Environmental Protection>

 

   

Designing Environmentally Friendly Communications Equipment

We have made steady progress on steps to reduce electricity usage while working to enhance network equipment by developing and introducing energy-saving LTE compact base stations and Green base stations that use renewable energy.

 

   

Consideration for the Environment in docomo Shops

We have begun to install LED lighting in docomo Shops. We have also endeavored to provide a digital catalog in order to achieve a reduction of the use of paper resources for catalogs. In addition, we have developed and equipped docomo Shops with equipment for the safe and proper deletion of smartphone personal information no longer needed by customers as well as by crushing them for recycling.

 

   

Activities Directed at Preservation of the Natural Environment

We have rolled out activities to establish “docomo Woods” in 50 locations throughout the 47 prefectures nationwide as a locally rooted activity that will preserve the natural environment. This activity was held 50 times during this fiscal year, with roughly 2,600 employees participating alongside local volunteer groups and others.

<For the Recovery of Disaster-stricken Areas>

 

   

Activities to Provide Aid Along with Customers

A “Disaster Charity Site” enabling donations via DOCOMO cell phones was set up five times this period and approximately 35 million yen was donated for the restoration of the areas stricken by natural disasters. In addition, DOCOMO-original Goods made from timber from thinning forests were sold on “dshopping” and via other venues and a portion of the proceeds was used for forest conservation as one part of the initiative directed at assisting in the recovery of Minamisanriku in Miyagi Prefecture.

 

   

Employee Participation in Activities

Interested employees were solicited and dispatched to areas stricken by the Great East Japan Earthquake to participate in volunteer activities. A total of around 340 employees participated in 20 trips this period.

 

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(7) Consolidated Financial Results and Assets

 

      20th Fiscal Year
(FY 2010)
     21st Fiscal Year
(FY 2011)
     22nd Fiscal Year
(FY 2012)
     23rd Fiscal Year
(FY 2013)
 
           

Operating revenues (millions of yen)

     4,224,273         4,240,003         4,470,122         4,461,203   

Operating income (millions of yen)

     844,729         874,460         837,180         819,199   

Income before income taxes (millions of yen)

     835,338         876,958         833,342         833,049   

Net income attributable to NTT DOCOMO, INC. (millions of yen)

     490,485         463,912         491,026         464,729   

Earnings per share attributable to NTT DOCOMO, INC. (yen)

     117.97         111.87         118.41         112.07   

Total assets (millions of yen)

     6,791,593         6,948,082         7,169,725         7,508,030   

NTT DOCOMO, INC. shareholders’ equity (millions of yen)

     4,850,436         5,062,527         5,368,475         5,643,366   

Notes:

 

1.

“Results for the 22nd Fiscal Year” have been revised due to the reinstatement of the equity method for an investee.

 

2.

We conducted a 1:100 stock split with an effective date of October 1, 2013. “Earnings per share attributable to NTT DOCOMO, INC.” for each fiscal year are calculated based on the number of shares after the stock split.

(8) Issues to be addressed by the Group

Under the slogan of becoming a “Partner for a Smart Life,” we have moved ahead with the initiatives aimed at improving our competitiveness in the mobile phone business and accelerating the expansion of new businesses.

In the fiscal year ended March 31, 2014, we enriched our “dmarket” portal that offers a wide variety of convenient content and pursued collaboration and alliances with external partners to provide new services in various sectors such as “healthcare” and “learning.” Also, to add momentum to these initiatives, we strived to strengthen our managerial foundation through structural reforms, stepping up cost-cutting efforts and shifting management resources to new business fields.

In the fiscal year ending March 31, 2015, we will work to enhance our comprehensive strengths by further accelerating our existing efforts primarily in the four areas of “devices (handsets),” “networks,” “services” and “billing plans and sales channels.”

As part of our actions for “devices,” we will endeavor to expand the number of smartphone users even further and promote the use of a second mobile device, e.g., a mobile phone plus a tablet, toward the goal of achieving further increase in packet revenues.

 

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In the area of “networks,” we will concentrate resources on LTE for the purpose of building the strongest area coverage through the deployment of “Quad-Band LTE” network, rolling out an additional 40,000 LTE base stations within the fiscal year ending March 31, 2015. We plan to launch VoLTE service in the summer of 2014 to offer enhanced voice quality. Furthermore, the verification trial of LTE-Advanced is also scheduled to begin in the fiscal year ending March 31, 2015, with the aim of commencing its commercial service at an early date.

As for “services,” while working to add more variety to “dmarket” to make the market place even more attractive and to increase the volume of its business, we will aim to grow its subscriber base to 10 million as quickly as possible. Leveraging the relationship we have constructed with overseas carriers hitherto and our strengths we have cultivated in Japanese market, we will pursue revenue expansion opportunities abroad by deploying the services grown in Japan into overseas markets. Through these undertakings, we will work to achieve ¥1 trillion in new business revenues in the fiscal year ending March 31, 2016.

With respect to “billing plans and sales channels,” in June 2014, we will launch a new billing plan called “Kake-hodai & Pake-aeru,” which offers unlimited domestic voice calls for a flat monthly rate and enables users to share packet-data quota among family members and introduced a new discount for young customers up to the age of 25 and discounts according to the number of years of use. While brushing up our sales channel including call centers and other customer interfaces that are sources of strength for DOCOMO, we will work in unison to facilitate the uptake of the new billing plan.

Through these initiatives, we will strive to expand our smartphone user base, boost packet usage and lower the churn rate so as to put the mobile phone business on a path to new growth, while taking the lead in service differentiation in order to expand revenues and income from new businesses.

In order to establish a new path towards growth, we will also aim to achieve significant cost efficiency improvement by properly controlling the “Monthly Support” discounts, sales expenses, network costs and other expenditures.

Meanwhile, we will also work to reinforce our management foundation through structural reforms. In addition to actions aimed at improving our operational efficiency and speeding up our decision-making process, we will implement group structural reforms effective July 1, 2014, to further improve customer services by creating an specialist driven and community-based organization and shifting resources to strengthen certain areas of our business (new businesses and corporate sales fields) through the slimming of branch offices.

Considering shareholder returns as one of the most important issues in our corporate management, we will endeavor to continue stable dividend payments while taking into consideration our consolidated financial results and consolidated dividend payout ratio.

 

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(9) Principal Offices (As of March 31, 2014)

(a) Headquarters: 11-1, Nagata-cho, 2-chome, Chiyoda-ku, Tokyo, Japan

(b) Regional Offices:

Hokkaido Regional Office: Chuo-ku, Sapporo, Hokkaido Prefecture

Tohoku Regional Office: Aoba-ku, Sendai, Miyagi Prefecture

Tokai Regional Office: Higashi-ku, Nagoya, Aichi Prefecture

Hokuriku Regional Office: Kanazawa, Ishikawa Prefecture

Kansai Regional Office: Kita-ku, Osaka, Osaka Prefecture

Chugoku Regional Office: Naka-ku, Hiroshima, Hiroshima Prefecture

Shikoku Regional Office: Takamatsu, Kagawa Prefecture

Kyushu Regional Office: Chuo-ku, Fukuoka, Fukuoka Prefecture

(10) Employees (As of March 31, 2014)

 

Number of Employees (change from March 31, 2013)                                         

   Average Age      Average Length of Employment

24,860 (increase of 970)

     40.7       15.6 years

Notes:

 

1.

The number of employees includes 390 employees seconded from companies other than the Company or its subsidiaries, but does not include 689 employees seconded to companies other than the Company or its subsidiaries.

 

2.

In calculating the average age of employees, employees at overseas subsidiaries are not included.

 

3.

In calculating the average length of service for employees transferred from NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”), other companies in the NTT Group, the former NTT Central Personal Communications Network, Inc., or the eight regional companies in the Personal Communications Network, years of employment at their respective prior employers are included in the calculation. Employees seconded from companies other than the Company or its consolidated subsidiaries and employees at overseas subsidiaries are not included in the calculation.

(11) Status of Parent Company and Principal Subsidiaries

(a) Relationship with Parent Company

NTT, our parent company, currently owns 2,764,000,000 shares of our company (66.65% of all shares*) as of March 31, 2014. The company conducts business mainly in the mobile communication field under its own managerial responsibilities within the NTT Group.

The company and NTT have concluded an agreement on the content of services and benefits provided by NTT to the Company and the compensation with respect to basic research and development by NTT.

 

*:

The percentage of shares held is calculated excluding treasury shares.

(b) Principal Subsidiaries

There are no subsidiaries that are considered to be principal subsidiaries as of March 31, 2014.

There were 194 subsidiaries and 35 affiliates as of March 31, 2014.

 

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(c) Acquisition and disposal of shares of other companies

<Investment in MCV*>

We acquired 100% of the shares of MCV, the largest provider of cable television and Internet in Guam and the Northern Mariana Islands, and made it a subsidiary with the goal of improving quality and expanding services in the region.

 

*:

MCV Guam Holding Corp.

<Investment in ABC Holdings >

We acquired a 51% interest in the outstanding shares of ABC Holdings Co., Ltd., and made it a subsidiary with the goal of providing new services that utilize the cloud for video cooking lessons and other content.

(d) Material contracts for management of the company

We have entered into a basic agreement for billing and collection activities for communications services charges, as well as a receivables assignment agreement pursuant that agreement, with NTT Finance Corporation (“NTT Finance”). Under these agreements we have assigned the receivables associated with our communications services to NTT Finance.

(12) Principal Creditors of the Corporate Group (as of March 31, 2014)

There were no principal creditors as of March 31, 2014

 

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2. Company Shares (as of March 31, 2014)

(1) Total number of authorized shares: 17,460,000,000 shares

(2) Total number of issued shares: 4,365,000,000 shares

(3) Number of shareholders: 327,818

(4) Principal Shareholders

 

Shareholders

   Holdings in the Company  
   Number of Shares
Held
     Shareholding Ratio
(%)
 

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

     2,764,000,000         66.65   

THE MASTER TRUST BANK OF JAPAN, LTD. (TRUST ACCOUNT)

     68,624,500         1.65   

JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT)

     58,200,100         1.40   

BARCLAYS CAPITAL INC.

     50,168,300         1.21   

THE BANK OF NEW YORK MELLON SA/NV 10

     34,839,646         0.84   

THE BANK OF NEW YORK MELLON AS DEPOSITARY BANK FOR DEPOSITARY RECEIPT HOLDERS

     24,669,549         0.59   

STATE STREET BANK WEST CLIENT—TREATY

     19,218,137         0.46   

STATE STREET BANK AND TRUST COMPANY 505225

     18,516,023         0.45   

JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT 6)

     16,954,400         0.41   

JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT 5)

     16,928,700         0.41   

Notes:

 

1.

The Company’s holding of treasury stock (218,239,900 shares) is not included in the above.

 

2.

The Shareholding Ratio calculation excludes treasury stock.

(5) Other Principal Issues on the Company Shares

In response to the “Action Plan for Consolidating Trading Units” announced by stock exchanges of Japan, we conducted a 1:100 stock split and adopted a unit share system in which 100 shares constitute one share-trading unit, effective October 1, 2013. This increased the total number of authorized shares by 17,271,870,000 to 17,460,000,000 shares and increased the total number of issued shares by 4,321,350,000 to 4,365,000,000 shares.

Please note that there will be no effective change in the investment units due to the stock split and adoption of the unit share system.

 

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3. Directors, Corporate Officers and Audit & Supervisory Board Members

(1) Directors and Audit & Supervisory Board Members (as of March 31, 2014)

 

Position

 

Name

  

Primary Responsibilities and

Affiliations

President and CEO

Member of the Board of Directors

  Kaoru Kato   

Senior Executive Vice President

Member of the Board of Directors

 

Kazuto

Tsubouchi

  

Responsible for Global Business and Corporate

Member of the Board of Directors of Tata Teleservices Limited (India)

Senior Executive Vice President

Member of the Board of Directors

 

Fumio

Iwasaki

   Responsible for Multimedia and Technology

Executive Vice President

Member of the Board of Directors

 

Tsutomu

Shindou

   Managing Director of Corporate Marketing Division and Managing Director of TOHOKU Reconstruction Support Office

Executive Vice President

Member of the Board of Directors

 

Takashi

Tanaka

   Responsible for Consumer Sales and Branches in Kanto and Koshinetsu areas

Executive Vice President

Member of the Board of Directors

 

Kazuhiro

Yoshizawa

  

Managing Director of Corporate Strategy & Planning Department and Managing Director of Structural Reform Office

Responsible for Mobile Society Research Institute

Executive Vice President

Member of the Board of Directors

 

Seizo

Onoe

   Managing Director of R&D Center

Executive Vice President

Member of the Board of Directors

 

Wataru

Kagawa

  

Responsible for CSR

Managing Director of General Affairs Department, Managing Director of Corporate Social Responsibility Department and Managing Director of Business Process Improvement Office

Executive Vice President

Member of the Board of Directors

 

Kiyoshi

Tokuhiro

  

Responsible for Network

Managing Director of Network Department

Member of the Board of Directors of Tata Teleservices Limited (India)

Senior Vice President

Member of the Board of Directors

 

Hirotaka

Sato

   Managing Director of Accounts and Finance Department

Senior Vice President

Member of the Board of Directors

 

Kazuhiro

Takagi

   Managing Director of Human Resources Management Department

Member of the Board of Directors

 

Ryuji

Yamada

   Chief Strategic Advisor

 

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Position

 

Name

  

Primary Responsibilities and

Affiliations

Member of the Board of Directors

 

Teruyasu

Murakami

   Director of Research Institute for Industrial Strategy

Member of the Board of Directors

 

Takashi

Nakamura

   Senior Manager of Finance and Accounting Department of NTT

Full-time Audit & Supervisory Board Member

 

Takanori

Utano

  

Full-time Audit & Supervisory Board Member

 

Kenji

Ota

  

Full-time Audit & Supervisory Board Member

 

Haruo

Morosawa

  

Full-time Audit & Supervisory Board Member

 

Naoto

Shiotsuka

  

Audit & Supervisory Board Member

 

Eiko

Tsujiyama

   Professor of Accounting, Faculty of Business & Commerce, Waseda University
     Outside Audit & Supervisory Board Member of Mitsubishi Corporation
     Outside Director of ORIX Corporation
     Outside Audit & Supervisory Board Member of LAWSON, INC.
     Outside Audit & Supervisory Board Member of Shiseido Company, Limited

Notes:

1.

Members of the Board of Directors and Audit & Supervisory Board Members who resigned or retired during the fiscal year ended March 31, 2014 are as follows:

 

Name

   Retirement date    Reason   

Position/responsibility at time of retirement

Kiyohito Nagata

   June 18, 2013    resigned    Senior Vice President, Managing Director of Strategic Marketing Department

Hiroo Kusumoto

   June 18, 2013    resigned    Member of the Board of Directors

Shuro Hoshizawa

   June 18, 2013    resigned    Full-time Audit & Supervisory Board Member

Kyouichi Yoshizawa

   June 18, 2013    resigned    Audit & Supervisory Board Member

 

2.

Members of the Board of Directors elected at the 22nd Annual General Meeting of Shareholders held on June 18, 2013 are as follows:

 

Name

  

Position

  

Responsibility

Kiyoshi Tokuhiro

   Executive Vice President and Member of the Board of Directors   

Responsible for Network

Managing Director of Network Department

Teruyasu Murakami

   Member of the Board of Directors   

Takashi Nakamura

   Member of the Board of Directors   

Kenji Ota

   Full-time Audit & Supervisory Board Member   

Naoto Shiotuska

   Full-time Audit & Supervisory Board Member   

 

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3.

Changes in responsibilities of the Members of the Board of Directors during the fiscal year ended March 31, 2014 are as follows:

 

Name

  

Current Positions and Responsibilities

  

Previous Positions and Responsibilities

    

    Effective date    

Kazuto

Tsubouchi

   Senior Executive Vice President, Responsible for Global Business and Corporate, Member of the Board of Directors   

Senior Executive Vice President,

Responsible for Global Business, Corporate and CSR, Member of the Board of Directors

    

June 18, 2013

 

Fumio

Iwasaki

  

 

Senior Executive Vice President, Responsible for Multimedia and Technology,

Member of the Board of Directors

  

 

Senior Executive Vice President,

Responsible for Multimedia, Network and Technology, Member of the Board of Directors

    

 

June 18, 2013

 

Tsutomu

Shindou

  

 

Executive Vice President, Managing Director of Corporate Marketing Division, Managing Director of Corporate Marketing Department II and Managing Director of TOHOKU Reconstruction Support Office,

Member of the Board of Directors

  

 

Executive Vice President,

Managing Director of Corporate Marketing Division and Managing Director of TOHOKU Reconstruction Support Office, Member of the Board of Directors

    

 

June 18, 2013

  

 

Executive Vice President, Managing Director of Corporate Marketing Division and Managing Director of TOHOKU Reconstruction Support Office,

Member of the Board of Directors

  

 

Executive Vice President,

Managing Director of Corporate Marketing Division, Managing Director of Corporate Marketing Department II and Managing Director of TOHOKU Reconstruction Support Office,

Member of the Board of Directors

    

 

August 1, 2013

 

Kazuhiro

Yoshizawa

  

 

Executive Vice President, Managing Director of Corporate Strategy & Planning Department and Managing Director of Structural Reform Office, Responsible for Mobile Society Research Institute, Member of the Board of Directors

  

 

Executive Vice President,

Managing Director of Corporate Strategy & Planning Department, Responsible for Mobile Society Research Institute, Member of the Board of Directors

    

 

July 1, 2013

 

Wataru

Kagawa

  

 

Executive Vice President, Responsible for CSR, Managing Director of General Affairs Department, Managing Director of Corporate Social Responsibility Department and Managing Director of Business Process Improvement Office, Member of the Board of Directors

  

 

Senior Vice President,

Managing Director of General Affairs Department, Managing Director of Corporate Social Responsibility Department and Managing Director of Business Process Improvement Office, Member of the Board of Directors

    

 

June 18, 2013

 

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4.

Board members Teruyasu Murakami and Takashi Nakamura are outside directors as provided in Article 2, Item15 of the Companies Act.

 

5.

NIPPON TELEGRAPH AND TELEPHONE CORPORATION, which employs outside director Takashi Nakamura, is our parent company.

 

6.

Full-time audit & supervisory board members Haruo Morosawa, Naoto Shiotsuka and audit & supervisory board member Eiko Tsujiyama are outside audit & supervisory board members as provided in Article 2, Item16 of the Companies Act.

 

7.

Outside audit & supervisory board member Naoto Shiotsuka has experience in corporate management and extensive knowledge pertaining to finance and accounting through his career in the Finance Department of NTT DATA Corporation.

 

8.

Outside audit & supervisory board member Eiko Tsujiyama has considerable knowledge in finance and accounting gained through her years of experience as a university professor and outside director of private companies, along with being a Certified Public Accountant and as an outside director on corporate boards.

 

9.

Outside audit & supervisory board member Eiko Tsujiyama also serves as an outside audit & supervisory board member with Lawson, Inc., a company with which we have business alliance. In addition, we have no special relationship with other firms where Ms. Tsujiyama is concurrently serving and with Research Institute for Industrial Strategy where a member of the board of directors Teruyasu Murakami is acting as director.

 

10.

We have designated outside director Teruyasu Murakami and outside audit & supervisory board members Haruo Morosawa and Eiko Tsujiyama as “independent” director/audit & supervisory board members pursuant to the Securities Listing Regulations of Tokyo Stock Exchange, and we have notified the Tokyo Stock Exchange of such designation.

(2) Policies concerning, and total compensation of, directors and audit & supervisory board members

(a) Policies

Matters concerning compensation for directors are decided by the Board of Directors.

Compensation for directors (excluding outside directors) consists of a monthly salary and bonuses. Monthly salaries are paid based on the scope of roles and responsibilities of each director. Bonuses are paid taking into account the Company’s business results for the current term. Also, directors make monthly contributions of at least a certain amount for the purchase of the Company’s shares through the Director Shareholding Association to encourage a medium- to long-term perspective. Purchased shares are owned by the directors during their terms in office.

Compensation for audit & supervisory board members is determined by resolution of the Audit & Supervisory Board and, in order to maintain a high level of independence, consists only of a monthly salary that is not linked to financial performance.

 

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(b) Total Compensation for Directors and Audit & Supervisory Board Members for the Fiscal Year Ended March 31, 2014

 

Position                                                                                          

      Number of Persons         Total Compensation (Millions of yen)  

Director

    14        495   

Audit & Supervisory Board Member

    7        124   
 

 

 

   

 

 

 

Total

    21        619   
 

 

 

   

 

 

 

 

Notes:

 

1.

Upper limits on compensation for directors and audit & supervisory board members were set at ¥600 million annually for directors and ¥150 million annually for audit & supervisory board members at the 15th ordinary general meeting of shareholders held on June 20, 2006.

 

2.

The above includes one director and two audit & supervisory board members who retired at the conclusion of the 22nd ordinary general meeting of shareholders held on June 18, 2013.

 

3.

Compensation for directors includes ¥93 million in bonuses paid in the fiscal year ended March 31, 2014.

(3) Outside Directors and Outside Audit & Supervisory Board Members

(a) Principal activities of outside directors and outside audit & supervisory board members

 

Position

  

Name

  

Principal Activities

Outside Director

  

Teruyasu

Murakami

   After his appointment in June 2013, he attended all 12 of the Board of Directors meetings held during the fiscal year ended March 31, 2014 and used his extensive experience in corporate management in the ICT and information industries to make appropriate comments from a perspective independent from the Company’s business operations.

 

Outside Director

  

 

Takashi

Nakamura

  

 

After his appointment in June 2013, he attended 11 of the 12 of the Board of Directors meetings held during the fiscal year ended March 31, 2014 and used his extensive experience in the telecommunications business to make appropriate comments from a perspective independent from the Company’s business operations.

 

Outside Audit & Supervisory Board Member

  

 

Haruo

Morosawa

  

 

He attended all 14 of the Board of Directors meetings and all 14 of the Audit & Supervisory Board meetings held in the fiscal year ended March 31, 2014 and made appropriate comments from his expert perspective gained through his work experience in the Board of Audit of Japan.

 

Outside Audit & Supervisory Board Member

  

 

Naoto

Shiotsuka

  

 

After his appointment in June 2013, he attended all 12 of the Board of Directors meetings and all 9 of the Audit & Supervisory Board meetings held in the fiscal year ended March 31, 2014 and made appropriate comments from his extensive knowledge pertaining to finance and accounting in addition to his experience in corporate management and financial department of a company.

 

Outside Audit & Supervisory Board Member

  

 

Eiko

Tsujiyama

  

 

She attended 12 of the 14 of the Board of Directors meetings and all 14 Audit & Supervisory Board meetings held in the fiscal year ended March 31, 2014 and made appropriate comments from her expert perspective in finance and accounting as a Certified Public Accountant and gained through her years of experience as a university professor and as an outside director on corporate boards.

 

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(b) Indemnity agreements

The Company has concluded agreements with outside directors and outside audit & supervisory board members to indemnify them for personal liability as provided in Article 423, Section 1 of the Companies Act in accordance with Article 427, Section 1 of the Companies Act. The compensation of liability is the minimum amount in accordance with Article 425, Section 1 of the Companies Act.

(c) Total compensation to outside directors in the fiscal year ended March 31, 2014

 

Number of persons

  

Total compensation (Millions of yen)

5

   71

 

Notes:

The above includes one audit & supervisory board member who retired at the conclusion of the 22nd ordinary general meeting of shareholders held on June 18, 2013.

 

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4. Independent Auditor

 

(1)

Name of independent auditor

KPMG AZSA LLC

 

(2)

Audit fees paid to the independent auditor in the fiscal year ended March 31, 2014

 

Details

   Amount
(Millions of yen)
 

Audit fees for the independent auditor in the fiscal year ended March 31, 2014

     681   

Total monetary and other financial benefits payable by the Company and its subsidiaries

     853   

Notes:

 

1.

The audit contract between the Company and the independent auditor does not distinguish among audit fees paid for audits performed pursuant to the Companies Act, audit fees paid for audits performed pursuant to the Financial Instruments and Exchange Act and audit fees paid for audits performed pursuant to the U.S. Securities Exchange Act, and since it is not practically possible to make such a distinction, the amounts indicated in the audit fees paid to the independent auditor in the fiscal year ended March 31, 2014 above are totals.

 

2.

Consideration is paid to the independent auditor for services other than the services specified in Article 2, Paragraph 1 of the Certified Public Accountants Act (non-audit services). The non-audit services are advisory services and other service relating to international financial reporting standards.

 

(3)

Policies concerning decisions to discharge or not reappoint independent auditors

In the event that the circumstances set forth in any of the items of Article 340, Section 1 of the Companies Act apply to the independent auditor, the independent auditor is to be discharged by a unanimous resolution of the Audit & Supervisory Board.

In addition, if the Company determines that it would be difficult for the independent auditor to perform proper audits, the Board of Directors may, with the agreement of the Audit & Supervisory Board or upon request from the Audit & Supervisory Board, propose to the general meeting of shareholders that the independent auditor be discharged or that the independent auditor not be reappointed.

 

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5. Systems for Ensuring the Propriety of the Company’s Business Activities

A summary of the Board of Directors resolutions concerning the development of systems to ensure the propriety of the Company’s business activities (internal control systems) is set forth below.

 

(1)

Basic stance on fortifying internal control systems

 

  a)

In fortifying the internal control systems, the Company aims to achieve legal compliance, management of loss risk and appropriate and efficient business operations and consider various measures, including regulations, organizational and structural improvement, formulation of action plans and the monitoring of activities.

 

  b)

An internal control committee will be formed as an entity overseeing efforts to have the internal control systems function more efficiently. The committee will aim to fortify internal control systems from the cross-departmental perspective; upon assessing efficacy, necessary improvements will be carried out.

 

  c)

Appropriate efforts will be made with regard to ensuring the reliability of the internal control systems, which will be involved with the financial reporting based on the U.S. Sarbanes-Oxley Act and the Financial Instruments and Exchange Act.

 

  d)

The Board of Directors will approve the basic policy on fortifying internal control systems (the Basic Policy), receive regular reports on the progress of the initiative to fortify internal control systems, and oversee and monitor the internal control systems of the Company.

 

  e)

As chief executive officer, the president and representative director will oversee the efforts to build the internal control systems based on the Basic Policy approved by board members.

 

(2)

Fortifying structure relating to internal control systems

 

  a)

System to ensure that the performance of duties by directors and employees conform with laws and regulations and the Company’s Articles of Incorporation

We institute the “NTT DOCOMO Group Code of Ethics” and compliance-related regulations and create requisite systems for ethical and legal compliance. In addition, when preparing financial statements, officers responsible for finance, audit & supervisory board members, and independent auditors hold preliminary discussions of significant accounting policies, and for disclosure of company information including financial statements in a manner that conforms with securities-related laws and regulations, matters are decided at meetings of the Board of Directors after the necessary internal procedures pursuant to in-house regulations have been completed. Also, internal audit staff conducts audits of the company’s overall business activities to ensure conformity with laws and regulations and in-house regulations.

 

  b)

System for storage and maintenance of information relating to the performance of duties by directors

Information relating to the performance of duties by directors is recorded and stored in accordance with rules stipulating the methods of storage and administration of documents and administrative information.

 

  c)

Regulations and other systems relating to the management of loss risks

Executive directors responsible for risk management periodically summarize information relating to risks in their organizations in accordance with rules concerning risk management, and the internal control committee made up of directors, senior vice presidents, and others identifies risks as necessary for companywide risk management, and decide management policy for identified risks to prevent risks from occurring and to take rapid countermeasures in the event that risks do occur.

 

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  d)

System to ensure that the performance of duties by directors is conducted efficiently

The efficiency of the performance by directors of their duties is ensured by such means as decision-making rules based on internal regulations and the specification of powers relating to their duties, the formulation of medium-term management policies and business plans by the Board of Directors, and the establishment of committees composed of directors, senior vice presidents, and others.

 

  e)

System to ensure the propriety of the business activities of the corporate group consisting of the Company, its parent company, and its subsidiaries

Based on rules governing fundamental matters relating to the management of our Group companies, group companies discuss important business matters with the Company or report them to the Company. In addition, officers with responsibility for corporate ethics who are appointed at subsidiaries report to the Company in a timely manner on the state of problems involving senior management, and the Company provides necessary guidance. With respect to unusual transactions with the parent company, investigations are conducted by legal personnel and audits are conducted by audit & supervisory board members. Further, audits by internal audit personnel are directed to cover its subsidiaries, and whenever necessary they obtain and assess the results of the internal audits of those companies.

 

  f)

Matters relating to employees who assist audit & supervisory board members in the performance of their duties and the independence of those employees from the directors

The Audit & Supervisory Board Member’s Office is established as an organization dedicated to assisting the audit & supervisory board members with the performance of their duties, and specialist staff are assigned to it. We provide the Audit & Supervisory Board with advance explanations concerning matters such as appointments and transfers of these personnel and their job assignments, and pay respectful attention to the board’s opinions before acting on such matters.

 

  g)

System for reporting to audit & supervisory board members by directors and employees

Directors, senior vice presidents, and employees report promptly to the audit & supervisory board members and to the Audit & Supervisory Board concerning matters prescribed by laws and regulations as well as requested matters necessary for the performance by the audit & supervisory board members of their duties.

 

  h)

Other systems for ensuring that auditing by audit & supervisory board members is conducted effectively

Representative directors and the Audit & Supervisory Board hold regular meetings and develop an auditing environment necessary for enabling the audit & supervisory board members to perform their duties. In addition, the internal audit staff and independent auditor hold regular/occasional meetings with audit & supervisory board members respectively.

 

 

Throughout this report, amounts prepared based on domestic accounting standards are rounded down to the nearest unit. Amounts prepared in accordance with U.S. accounting standards are rounded up or down to the nearest unit.

 

43


Table of Contents

CONSOLIDATED BALANCE SHEET [U.S. GAAP]

 

     Millions of yen  
     March 31, 2014  

ASSETS

  

Current assets:

  

Cash and cash equivalents

   ¥ 526,920   

Short-term investments

     19,561   

Accounts receivable

     281,509   

Receivables held for sale

     787,459   

Credit card receivables

     220,979   

Other receivables

     315,962   

Allowance for doubtful accounts

     (15,078

Inventories

     232,126   

Deferred tax assets

     61,592   

Prepaid expenses and other current assets

     95,732   
  

 

 

 

Total current assets

     2,526,762   
  

 

 

 

Property, plant and equipment:

  

Wireless telecommunications equipment

     4,975,826   

Buildings and structures

     897,759   

Tools, furniture and fixtures

     553,497   

Land

     201,121   

Construction in progress

     158,173   

Accumulated depreciation and amortization

     (4,228,610
  

 

 

 

Total property, plant and equipment, net

     2,557,766   
  

 

 

 

Non-current investments and other assets:

  

Investments in affiliates

     424,531   

Marketable securities and other investments

     171,875   

Intangible assets, net

     665,960   

Goodwill

     262,462   

Other assets

     629,174   

Deferred tax assets

     269,500   
  

 

 

 

Total non-current investments and other assets

     2,423,502   
  

 

 

 

Total assets

   ¥ 7,508,030   
  

 

 

 

LIABILITIES AND EQUITY

  

Current liabilities:

  

Current portion of long-term debt

   ¥ 248   

Short-term borrowings

     9,495   

Accounts payable, trade

     798,315   

Accrued payroll

     54,294   

Accrued interest

     346   

Accrued income taxes

     175,683   

Other current liabilities

     167,605   
  

 

 

 

Total current liabilities

     1,205,986   
  

 

 

 

Long-term liabilities:

  

Long-term debt (exclusive of current portion)

     220,603   

Accrued liabilities for point programs

     113,001   

Liability for employees’ retirement benefits

     160,666   

Other long-term liabilities

     114,261   
  

 

 

 

Total long-term liabilities

     608,531   
  

 

 

 

Total liabilities

     1,814,517   
  

 

 

 

Redeemable noncontrolling interests

     14,869   
  

 

 

 

Equity:

  

NTT DOCOMO, INC. shareholders’ equity

  

Common stock

     949,680   

Additional paid-in capital

     732,875   

Retained earnings

     4,328,389   

Accumulated other comprehensive income (loss)

     9,590   

Treasury stock

     (377,168

Total NTT DOCOMO, INC. shareholders’ equity

     5,643,366   

Noncontrolling interests

     35,278   
  

 

 

 

Total equity

     5,678,644   
  

 

 

 

Total liabilities and equity

   ¥ 7,508,030   
  

 

 

 

(Note) Amounts are rounded off to the nearest 1 million yen.

 

44


Table of Contents

CONSOLIDATED STATEMENT OF INCOME [U.S.GAAP]

 

     Millions of yen  
     Year ended March 31,  2014
(April 1, 2013—March 31, 2014)
 

Operating revenues:

  

Mobile communications services

   ¥ 2,955,788   

Equipment sales

     872,000   

Other operating revenues

     633,415   
  

 

 

 

Total operating revenues

     4,461,203   
  

 

 

 

Operating expenses:

  

Cost of services (exclusive of items shown separately below)

     1,059,619   

Cost of equipment sold (exclusive of items shown separately below)

     785,209   

Depreciation and amortization

     718,694   

Selling, general and administrative

     1,078,482   
  

 

 

 

Total operating expenses

     3,642,004   
  

 

 

 

Operating income

     819,199   
  

 

 

 

Other income (expense):

  

Interest expense

     (1,211

Interest income

     1,680   

Other, net

     13,381   
  

 

 

 

Total other income (expense)

     13,850   
  

 

 

 

Income before income taxes and equity in net income (losses) of affiliates

     833,049   
  

 

 

 

Income taxes:

  

Current

     319,683   

Deferred

     (11,704
  

 

 

 

Total income taxes

     307,979   
  

 

 

 

Income before equity in net income (losses) of affiliates

     525,070   
  

 

 

 

Equity in net income (losses) of affiliates

     (69,117
  

 

 

 

Net income

     455,953   
  

 

 

 

Less: Net (income) loss attributable to noncontrolling interests

     8,776   
  

 

 

 

Net income attributable to NTT DOCOMO, INC.

   ¥ 464,729   
  

 

 

 

(Note)  Amounts are rounded off to the nearest 1 million yen.

 

45


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY [U.S. GAAP]

For the Fiscal Year Ended March 31, 2014 (April 1, 2013 — March 31, 2014)

(Millions of yen)

 

     NTT DOCOMO, INC. shareholders’ equity                    
     Common
stock
    Additional
paid-in

capital
    Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
    Total NTT
DOCOMO,
INC.
shareholders’
equity
    Non
controlling
interests
    Total
equity
 

Balance at March 31, 2013    

  ¥ 949,680      ¥ 732,609      ¥ 4,112,466      ¥ (49,112   ¥ (377,168   ¥ 5,368,475      ¥ 42,090      ¥ 5,410,565   

Cash dividends declared to NTT DOCOMO, INC. shareholders

        (248,806         (248,806       (248,806

Cash distributions to noncontrolling interests

                     (1,032     (1,032

Acquisition of new subsidiaries

                     2,588        2,588   

Changes in interest in subsidiaries

      266              266          266   

Others

                     215        215   

Net income

        464,729            464,729        (8,776     455,953   

Other comprehensive income (loss)

          58,702          58,702        193        58,895   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014    

  ¥ 949,680      ¥ 732,875      ¥ 4,328,389      ¥ 9,590      ¥ (377,168   ¥ 5,643,366      ¥ 35,278      ¥ 5,678,644   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Note)  Amounts are rounded off to the nearest 1 million yen.

 

46


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(Reference) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME [U.S.GAAP]

 

     Millions of yen  
     Year ended March 31,  2014
(April 1, 2013—March 31, 2014)
 

Net income

   ¥ 455,953   

Other comprehensive income (loss):

  

Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes

     8,667   

Unrealized gains (losses) on cash flow hedges, net of applicable taxes

     (17

Foreign currency translation adjustment, net of applicable taxes

     37,663   

Pension liability adjustment, net of applicable taxes

     12,582   
  

 

 

 

Total other comprehensive income (loss)

     58,895   
  

 

 

 

Comprehensive income

     514,848   
  

 

 

 

Less: Comprehensive (income) loss attributable to noncontrolling interests

     8,583   
  

 

 

 

Comprehensive income attributable to NTT DOCOMO, INC.

   ¥ 523,431   
  

 

 

 

(Note)  Amounts are rounded off to the nearest 1 million yen.

 

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(Reference) CONSOLIDATED STATEMENT OF CASH FLOWS [U.S.GAAP]

 

      Millions of yen  
      Year ended
March 31, 2014
(April 1, 2013—
March 31, 2014)
 

Cash flows from operating activities:

  

Net income

   ¥ 455,953   

Adjustments to reconcile net income to net cash provided by operating activities—

  

Depreciation and amortization

     718,694   

Deferred taxes

     (11,704

Loss on sale or disposal of property, plant and equipment

     34,303   

Impairment loss on marketable securities and other investments

     3,055   

Equity in net (income) losses of affiliates

     69,117   

Dividends from affiliates

     17,415   

Changes in assets and liabilities:

  

(Increase) / decrease in accounts receivable

     (9,269

(Increase) / decrease receivables held for sale

     (149,310

(Increase) / decrease in credit card receivables

     (13,849

(Increase) / decrease in other receivables

     (21,875

Increase / (decrease) in allowance for doubtful accounts

     (2,815

(Increase) / decrease in inventories

     (50,849

(Increase) / decrease in prepaid expenses and other current assets

     (7,661

(Increase) / decrease in non-current receivables held for sale

     (53,276

Increase / (decrease) in accounts payable, trade

     65,083   

Increase / (decrease) in accrued income taxes

     39,691   

Increase / (decrease) in other current liabilities

     (40,422

Increase / (decrease) in accrued liabilities for point programs

     (27,854

Increase / (decrease) in liability for employees’ retirement benefits

     (10,732

Increase / (decrease) in other long-term liabilities

     (32,977

Other, net

     29,924   
  

 

 

 

Net cash provided by operating activities

     1,000,642   
  

 

 

 

Cash flows from investing activities:

  

Purchases of property, plant and equipment

     (498,668

Purchases of intangible and other assets

     (213,508

Purchases of non-current investments

     (16,186

Proceeds from sale of non-current investments

     5,235   

Acquisitions of subsidiaries, net of cash acquired

     (19,213

Purchases of short-term investments

     (39,084

Redemption of short-term investments

     68,937   

Proceeds from redemption of long-term bailment for consumption to a related party

     10,000   

Short-term bailment for consumption to a related party

     (70,000

Proceeds from redemption of short-term bailment for consumption to a related party

     70,000   

Other, net

     (1,093
  

 

 

 

Net cash used in investing activities

     (703,580
  

 

 

 

Cash flows from financing activities:

  

Proceeds from long-term debt

     50,000   

Repayment of long-term debt

     (74,989

Proceeds from short-term borrowings

     13,740   

Repayment of short-term borrowings

     (26,132

Principal payments under capital lease obligations

     (2,128

Dividends paid

     (248,814

Contributions from noncontrolling interests

     193   

Other, net

     18,337   
  

 

 

 

Net cash provided by (used in) financing activities

     (269,793
  

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     5,977   
  

 

 

 

Net increase (decrease) in cash and cash equivalents

     33,246   

Cash and cash equivalents at beginning of year

     493,674   
  

 

 

 

Cash and cash equivalents at end of year

   ¥ 526,920   
  

 

 

 

Supplemental disclosures of cash flow information:

  

Cash received during the fiscal year for:

  

Income tax refunds

   ¥ 886   

Cash paid during the fiscal year for:

  

Interest, net of amount capitalized

     1,578   

Income taxes

     280,434   

Non-cash investing and financing activities:

  

Assets acquired through capital lease obligations

     1,513   

(Note) Amounts are rounded off to the nearest 1 million yen.

 

48


Table of Contents

NON-CONSOLIDATED BALANCE SHEET (As of March 31, 2014)

(Millions of yen)

 

ASSETS

  

Non-current assets

  

Non-current assets for telecommunication businesses

  

Property, plant and equipment

  

Machinery and equipment

   ¥ 961,039   

Antenna facilities

     594,482   

Telecommunications line facilities

     33,026   

Pipe and hand holes

     12,847   

Building

     346,363   

Structures

     80,620   

Other machinery and equipment

     3,077   

Vehicles

     194   

Tools, furniture and fixtures

     98,143   

Land

     197,667   

Lease assets

     928   

Construction in progress

     127,812   
  

 

 

 

Total property, plant and equipment

     2,456,203   
  

 

 

 

Intangible assets

  

Rights to use utility facilities

     12,629   

Software

     551,508   

Patents

     306   

Leasehold rights

     56,921   

Lease assets

     45   

Other intangible assets

     51,939   
  

 

 

 

Total intangible assets

     673,351   
  

 

 

 

Total non-current assets for telecommunication businesses

     3,129,555   
  

 

 

 

Investments and other assets

  

Investment securities

     374,832   

Shares of affiliated companies

     377,773   

Other investments in affiliated companies

     40,129   

Contributions in affiliated companies

     5,632   

Long-term loan receivable

     129   

Long-term loan receivable in affiliated companies

     36,840   

Long-term prepaid expenses

     20,587   

Long-term accounts receivable, other

     216,289   

Long-term deposits

     240,000   

Deferred tax assets

     148,083   

Other investments and other assets

     87,728   

Allowance for doubtful accounts

     (807
  

 

 

 

Total investments and other assets

     1,547,218   
  

 

 

 

Total non-current assets

     4,676,773   
  

 

 

 

Current assets

  

Cash and bank deposits

     85,591   

Notes receivable

     3   

Accounts receivable, trade

     514,983   

Accounts receivable, other

     1,067,596   

Securities

     20,000   

Inventories and supplies

     245,058   

Advances

     7,745   

Prepaid expenses

     32,973   

Deposits

     346,911   

Deferred tax assets

     34,794   

Other current assets

     54,185   

Allowance for doubtful accounts

     (9,245
  

 

 

 

Total current assets

     2,400,599   
  

 

 

 

Total assets

   ¥ 7,077,373   
  

 

 

 

LIABILITIES

  

Long-term liabilities

  

Bonds

   ¥ 220,000   

Lease obligations

     939   

Liability for employees’ retirement benefits

     141,251   

Accrued liabilities for loyalty programs

     154,774   

Asset retirement obligations

     3,258   

Other long-term liabilities

     2,244   
  

 

 

 

Total long-term liabilities

     522,467   
  

 

 

 

Current liabilities

  

Accounts payable, trade

     271,163   

Lease obligations

     564   

Accounts payable, other

     528,563   

Accrued expenses

     12,777   

Accrued income taxes

     168,357   

Advances received

     5,643   

Deposits received

     61,093   

Other current liabilities

     34,842   
  

 

 

 
Total current liabilities      1,083,006   
  

 

 

 
Total liabilities      1,605,474   
  

 

 

 

NET ASSETS

  

Shareholders’ equity

  

Common stock

     949,679   
  

 

 

 

Capital surplus

  

Capital legal reserve

     292,385   

Other capital surplus

     393,092   
  

 

 

 

Total capital surplus

     685,477   
  

 

 

 

Earned surplus

  

Earned legal reserve

     4,099   

Other earned surplus

  

Accelerated depreciation reserve

     95   

General reserve

     358,000   

Earned surplus brought forward

     3,807,976   
  

 

 

 

Total earned surplus

     4,170,172   
  

 

 

 

Treasury stock

     (377,167
  

 

 

 
Total shareholders’ equity      5,428,160   
  

 

 

 
Valuation and translation adjustments   

Net unrealized holding gains or losses on securities

     43,738   
  

 

 

 

Total valuation and translation adjustments

     43,738   
  

 

 

 
Total net assets      5,471,898   
  

 

 

 
Total liabilities and net assets    ¥ 7,077,373   
  

 

 

 

(Note)  Amounts are rounded down to the nearest 1 million yen.

 

49


Table of Contents

NON-CONSOLIDATED STATEMENT OF INCOME

For the Year ended March 31, 2014 (April 1, 2013- March 31, 2014)

 

            (Millions of yen)  

Recurring profits and losses

     

Operating revenues and expenses

     

Telecommunication businesses

     

Operating revenues

     

Voice transmission services

   ¥ 1,028,439      

Data transmission services

     1,984,697      

Other

     42,810       ¥ 3,055,947   
  

 

 

    

Operating expenses

     

Sales expenses

     841,973      

Facility maintenance expenses

     335,346      

General expenses

     53,023      

Administrative expenses

     62,872      

Research expenses

     62,490      

Depreciation and amortization

     683,638      

Loss on disposal of property, plant and equipment and intangible assets

     61,778      

Communication network charges

     206,175      

Taxes and public dues

     40,415         2,347,713   
  

 

 

    

 

 

 

Operating income from telecommunication businesses

        708,234   

Supplementary businesses

     

Operating revenues

        1,377,032   

Operating expenses

        1,232,135   
     

 

 

 

Operating income (losses) from supplementary businesses

        144,897   
     

 

 

 

Total operating income

        853,131   

Non-operating revenues and expenses

     

Non-operating revenues

     

Interest income

     1,887      

Interest income-securities

     273      

Dividend income

     33,723      

Rental income

     5,678      

Miscellaneous income

     11,887         53,449   
  

 

 

    

Non-operating expenses

     

Interest expense

     146      

Interest expense-bonds

     3,037      

Write-downs of investment securities

     2,274      

Miscellaneous expenses

     1,836         7,294   
  

 

 

    

 

 

 

Recurring profit

        899,287   
     

 

 

 

Extraordinary Loss

     

Write-downs of investment in shares of affiliated companies

     82,800         82,800   
  

 

 

    

 

 

 

Income before income taxes

        816,486   

Income taxes-current

        303,100   

Income taxes-deferred

        30,153   
     

 

 

 

Net income

      ¥ 483,232   
     

 

 

 

(Note)  Amounts are rounded down to the nearest 1 million yen.

 

50


Table of Contents

NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

For the Year ended March 31, 2014 (April 1, 2013—March 31, 2014)

 

     (Millions of yen)   
      Shareholders’ equity  
   Common
stock
     Capital surplus      Earned surplus     Treasury
stock
    Total
shareholders’
equity
 
      Capital
legal
reserve
     Other
capital
surplus
     Total
capital
surplus
     Earned
legal
reserve
     Other earned surplus     Total
earned
surplus
     
                  Accelerated
depreciation
reserve
    General
reserve
     Earned
surplus
brought
forward
       

Balance at April 1, 2013

   ¥ 949,679       ¥ 292,385       ¥ 393,092       ¥ 685,477       ¥ 4,099       ¥ 120      ¥ 358,000       ¥ 3,573,524      ¥ 3,935,744      ¥ (377,167   ¥ 5,193,733   

Changes during the annual period

                            

Reversal of accelerated depreciation reserve

                    (25        25                   

Dividends from surplus

                         (248,805     (248,805       (248,805

Net income

                         483,232        483,232          483,232   

Net changes other than shareholders’ equity

                            

The total amount of changes during the annual period

                                             (25             234,452        234,427               234,427   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

   ¥ 949,679       ¥ 292,385       ¥ 393,092       ¥ 685,477       ¥ 4,099       ¥ 95      ¥ 358,000       ¥ 3,807,976      ¥ 4,170,172      ¥ (377,167   ¥ 5,428,160   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

(Note)  Amounts are rounded down to the nearest 1 million yen.

 

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Table of Contents
(Millions of yen)   
      Valuation and translation adjustments     Total net assets  
      Net unrealized holding gains or
losses on securities
    Total valuation and translation
adjustments
   

Balance at April 1, 2013

   ¥ 48,736      ¥ 48,736      ¥ 5,242,469   

Changes during the annual period

      

Reversal of accelerated depreciation reserve

           

Dividends from surplus

         (248,805

Net income

         483,232   

Net changes other than shareholders’ equity

     (4,998     (4,998     (4,998

The total amount of changes during the annual period

     (4,998     (4,998     229,428   
  

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

   ¥ 43,738      ¥ 43,738      ¥ 5,471,898   
  

 

 

   

 

 

   

 

 

 

(Note)  Amounts are rounded down to the nearest 1 million yen.

 

52


Table of Contents

[English Translation of the Auditors’ Report Originally Issued in the Japanese Language]

Independent Auditor’s Report

May 7, 2014

 

The Board of Directors

  

NTT DOCOMO, INC.

  
  

 

KPMG AZSA LLC

  

Hiroto Kaneko (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

  

Hiroshi Miura (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

  

Kotetsu Nonaka (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

We have audited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in equity and the related notes of NTT DOCOMO, INC. as at March 31, 2014 and for the year from April 1, 2013 to March 31, 2014 in accordance with Article 444-4 of the Companies Act.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the second sentence of Article 120-2-1 of the Ordinance of Companies Accounting that prescribes some omissions of disclosure items required under U.S. generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit as independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above, which were prepared in accordance with the second sentence of Article 120-2-1 of the Ordinance of Companies Accounting that prescribes some omissions of disclosure items required under U.S. generally accepted accounting principles, present fairly, in all material respects, the financial position and the results of operations of NTT DOCOMO, INC. and its consolidated subsidiaries for the period, for which the consolidated financial statements were prepared.

Other Matter

Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:

The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as required by the Companies Act.

 

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Independent Auditor’s Report

May 7, 2014

 

The Board of Directors

  
NTT DOCOMO, INC.   
   KPMG AZSA LLC
  

Hiroto Kaneko (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

  

Hiroshi Miura (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

  

Kotetsu Nonaka (Seal)

Designated Limited Liability Partner

Engagement Partner

Certified Public Accountant

We have audited the non-consolidated financial statements, comprising the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in net assets and the related notes, and the supplementary schedules of NTT DOCOMO, INC. as at March 31, 2014 and for the year from April 1, 2013 to March 31, 2014 in accordance with Article 436-2-1 of the Companies Act.

Management’s Responsibility for the non-consolidated Financial Statements and Others

Management is responsible for the preparation and fair presentation of the non-consolidated financial statements and the supplementary schedules in accordance with accounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable the preparation of non-consolidated financial statements and the supplementary schedules that are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the non-consolidated financial statements and the supplementary schedules based on our audit as independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial statements and the supplementary schedules are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the non-consolidated financial statements and the supplementary schedules. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the non-consolidated financial statements and the supplementary schedules, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the non-consolidated financial statements and the supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while the objective of the non-consolidated financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the non-consolidated financial statements and the supplementary schedules.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

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Opinion

In our opinion, the non-consolidated financial statements and the supplementary schedules referred to above present fairly, in all material respects, the financial position and the results of operations of NTT DOCOMO, INC. for the period, for which the non-consolidated financial statements and the supplementary schedules were prepared, in accordance with accounting principles generally accepted in Japan.

Other Matter

Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:

The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as required by the Companies Act.

 

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[English Translation]

Audit Report of Audit & Supervisory Board

Based on audit reports from each audit & supervisory board member, and following due discussion at meetings, the Audit & Supervisory Board has prepared this audit report regarding the execution of the duties of the Board of Directors in the 23rd fiscal year from April 1, 2013 to March 31, 2014. The Board reports as follows.

1. Outline of Audit Methodology

The Audit & Supervisory Board established an auditing plan and received reports from each audit & supervisory board member on the status of the implementation of audits and the results thereof, as well as reports from the Board of Directors and the Independent Auditors regarding the status of execution of their duties, and requested explanations as necessary.

Also, on the basis of the Audit & Supervisory Board Rules established by the Audit & Supervisory Board, and in accordance with its auditing plan, the audit & supervisory board members sought mutual understanding with the Directors, the internal auditing department, other employees and the Independent Auditors in their efforts to collect information, and carried out the audit as follows:

 

  (1)

attended meetings of the Board of Directors and other important meetings, and received reports from Directors and employees regarding performance of their duties, requested explanations as necessary, perused important documents regarding decisions and approvals made and investigated the status of operations and the financial position at the company’s head office and major offices of business;

 

  (2)

carried out an audit and verification of the particulars of Board of Directors resolutions relating to the establishment of structures necessary to ensure that the Board of Directors’ performance of its duties is in conformity with laws and regulations and the Company’s Articles of Incorporation and to otherwise ensure the appropriateness of the business of a kabushiki kaisha, as well as the structures established pursuant to such resolutions (internal control system);

 

  (3)

regarding the subsidiaries, the Audit & Supervisory Board sought to achieve a mutual understanding and exchange of information with directors and other persons and audit & supervisory board members of the subsidiaries, and, where necessary, received business reports from the subsidiaries; and

 

  (4)

audited and verified whether the Independent Auditors maintained their independence and carried out their audits appropriately, received reports from the Independent Auditors regarding the execution of their duties and, where necessary, requested explanations. Also, the Audit & Supervisory Board received notification from the Independent Auditors to the effect that the structure to ensure that duties are executed appropriately has been established and requested explanations as necessary.

Based on the above methodology, the Audit & Supervisory Board evaluated business reports, supplementary schedules, the non-consolidated financial statements related to the fiscal year ended March 31, 2014 (the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in net assets, and the related notes), and the supplementary schedules as well as the consolidated financial statements (the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in equity and the related notes).

2. Audit Results

 

  (1)

Results of the audit of the Business Report

 

  i.

We find that the Business Report and its supplementary schedules accurately reflect the conditions of the company in accordance with laws and regulations and the Articles of Incorporation.

 

  ii.

No inappropriate conduct concerning the execution of duties by Directors or material facts in violation of law or the Articles of Incorporation were found.

 

  iii.

We find that the particulars of Board of Directors’ resolutions concerning the internal control systems are appropriate. Further, no matters requiring note on our part were found with respect to Directors’ execution of duties in regards to the internal control system.

 

  (2)

Results of the audit of performance of the duties by the Independent Auditors

No matters requiring note on our part were found with respect to the structure for ensuring the proper execution of duties by the Independent Auditor, KPMG AZSA LLC.

 

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  (3)

Results of the audit of the non-consolidated financial statements, supplementary schedules and the consolidated financial statements

We find that the methodology and results of the audit by the Independent Auditor, KPMG AZSA LLC, are appropriate.

 

May 9, 2014

     
Audit & Supervisory Board Members of NTT DOCOMO, INC.      

Takanori Utano, Full-time Audit & Supervisory Board Member

   seal   

Kenji Ota, Full-time Audit & Supervisory Board Member

   seal   

Haruo Morosawa, Full-time Audit & Supervisory Board Member

   seal   

Naoto Shiotsuka, Full-time Audit & Supervisory Board Member

   seal   

Eiko Tsujiyama, Audit & Supervisory Board Member

   seal   

 

Note:

Full-time audit & supervisory board members, Mr. Haruo Morosawa and Mr. Naoto Shiotsuka and audit & supervisory board member, Ms. Eiko Tsujiyama are outside audit & supervisory board members as provided in Article 2, Item 16 of the Companies Act.

 

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Companies listed on the NYSE must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual. However, listed companies that are foreign private issuers, such as the Company, are permitted to follow home country practice in lieu of certain provisions of Section 303A.

We have posted on our corporate website the significant differences between the corporate governance practices followed by NYSE-listed U.S. companies under Section 303A of the NYSE Listed Company Manual and those followed by the Company (https://www.nttdocomo.co.jp/english/corporate/ir/management/governance/nyse.html).

 

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