Filed by Bowne Pure Compliance
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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 November, 2008.
Commission File Number: 001-31221
Total number of pages: 12
 
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 o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o       No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    
 
 

 

 


 

Information furnished in this form:
     
1.  

 

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NTT DoCoMo, Inc.
 
 
Date: November 6, 2008  By:   /S/ OSAMU HIROKADO    
    Osamu Hirokado   
    Head of Investor Relations   
 

 

 


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NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2008 and MARCH 31, 2008
                 
    Millions of yen  
    September 30, 2008     March 31, 2008  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  ¥ 523,834     ¥ 646,905  
Short-term investments
    2,986       52,208  
Accounts receivable
    725,157       686,673  
Allowance for doubtful accounts
    (13,672 )     (15,037 )
Inventories
    185,495       146,584  
Deferred tax assets
    90,741       108,037  
Prepaid expenses and other current assets
    172,233       142,410  
 
           
Total current assets
    1,686,774       1,767,780  
 
           
Property, plant and equipment:
               
Wireless telecommunications equipment
    5,433,644       5,346,486  
Buildings and structures
    803,755       797,904  
Tools, furniture and fixtures
    538,139       536,718  
Land
    199,067       198,958  
Construction in progress
    125,604       128,042  
Accumulated depreciation and amortization
    (4,282,160 )     (4,173,501 )
 
           
Total property, plant and equipment, net
    2,818,049       2,834,607  
 
           
Non-current investments and other assets:
               
Investments in affiliates
    371,134       349,488  
Marketable securities and other investments
    160,380       187,361  
Intangible assets, net
    545,886       555,259  
Goodwill
    157,821       158,889  
Other assets
    269,331       234,047  
Deferred tax assets
    164,416       123,403  
 
           
Total non-current investments and other assets
    1,668,968       1,608,447  
 
           
Total assets
  ¥ 6,173,791     ¥ 6,210,834  
 
           
 
               
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of long-term debt
  ¥ 64,200     ¥ 75,662  
Short-term borrowings
          1,712  
Accounts payable, trade
    457,873       717,453  
Accrued payroll
    51,988       53,538  
Accrued interest
    1,099       710  
Accrued income taxes
    194,944       203,645  
Other current liabilities
    160,831       181,595  
 
           
Total current liabilities
    930,935       1,234,315  
 
           
Long-term liabilities:
               
Long-term debt (exclusive of current portion)
    462,182       401,090  
Liability for employees’ retirement benefits
    121,510       116,888  
Other long-term liabilities
    211,701       180,757  
 
           
Total long-term liabilities
    795,393       698,735  
 
           
Total liabilities
    1,726,328       1,933,050  
 
           
Minority interests
    1,600       1,288  
 
           
Shareholders’ equity:
               
Common stock
    949,680       949,680  
Additional paid-in capital
    948,571       948,571  
Retained earnings
    3,038,166       2,793,814  
Accumulated other comprehensive income (loss)
    (22,727 )     410  
Treasury stock, at cost
    (467,827 )     (415,979 )
 
           
Total shareholders’ equity
    4,445,863       4,276,496  
 
           
Commitments and contingencies
               
 
           
Total liabilities, minority interests and shareholders’ equity
  ¥ 6,173,791     ¥ 6,210,834  
 
           
See accompanying notes to consolidated financial statements (unaudited).

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2008
         
    Millions of yen  
    Six months ended  
    September 30, 2008  
Operating revenues:
       
Wireless services
  ¥ 1,948,540  
Equipment sales
    319,244  
Total operating revenues
    2,267,784  
 
     
Operating expenses:
       
Cost of services (exclusive of items shown separately below)
    413,731  
Cost of equipment sold (exclusive of items shown separately below)
    408,027  
Depreciation and amortization
    348,387  
Selling, general and administrative
    520,693  
Total operating expenses
    1,690,838  
 
     
Operating income
    576,946  
 
     
Other income (expense):
       
Interest expense
    (2,398 )
Interest income
    1,045  
Other, net
    (15,437 )
Total other income (expense)
    (16,790 )
 
     
Income before income taxes, equity in net income of affiliates and minority interests
    560,156  
 
     
Income taxes:
       
Current
    233,831  
Deferred
    (14,434 )
 
     
Total income taxes
    219,397  
 
     
Income before equity in net income of affiliates and minority interests
    340,759  
 
     
Equity in net income of affiliates, net of applicable taxes
    5,921  
Minority interests
    (21 )
 
     
Net income
  ¥ 346,659  
 
     
 
       
Other comprehensive income (loss):
       
Unrealized holding losses on available-for-sale securities, net of applicable taxes
    (5,946 )
Net revaluation of financial instruments, net of applicable taxes
    (159 )
Foreign currency translation adjustment, net of applicable taxes
    (16,670 )
Pension liability adjustment, net of applicable taxes
    (362 )
 
     
Comprehensive income
  ¥ 323,522  
 
     
 
       
PER SHARE DATA
       
Weighted average common shares outstanding — Basic and Diluted (shares)
    42,406,379  
 
     
Basic and diluted earnings per share (yen)
  ¥ 8,174.69  
 
     
See accompanying notes to consolidated financial statements (unaudited).

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2008
         
    Millions of yen  
    Three months ended  
    September 30, 2008  
Operating revenues:
       
Wireless services
  ¥ 971,077  
Equipment sales
    126,461  
Total operating revenues
    1,097,538  
 
     
Operating expenses:
       
Cost of services (exclusive of items shown separately below)
    210,117  
Cost of equipment sold (exclusive of items shown separately below)
    165,979  
Depreciation and amortization
    179,907  
Selling, general and administrative
    261,078  
Total operating expenses
    817,081  
 
     
Operating income
    280,457  
 
     
Other income (expense):
       
Interest expense
    (1,258 )
Interest income
    479  
Other, net
    (7,941 )
Total other income (expense)
    (8,720 )
 
     
Income before income taxes, equity in net income of affiliates and minority interests
    271,737  
 
     
Income taxes:
       
Current
    131,300  
Deferred
    (29,902 )
Total income taxes
    101,398  
 
     
Income before equity in net income of affiliates and minority interests
    170,339  
 
     
Equity in net income of affiliates, net of applicable taxes
    2,797  
Minority interests
    13  
 
     
Net income
  ¥ 173,149  
 
     
 
       
Other comprehensive income (loss):
       
Unrealized holding losses on available-for-sale securities, net of applicable taxes
    (4,996 )
Net revaluation of financial instruments, net of applicable taxes
    (141 )
Foreign currency translation adjustment, net of applicable taxes
    1,852  
Pension liability adjustment, net of applicable taxes
    (112 )
 
     
Comprehensive income
  ¥ 169,752  
 
     
 
       
PER SHARE DATA
       
Weighted average common shares outstanding — Basic and Diluted (shares)
    42,309,587  
 
     
Basic and diluted earnings per share (yen)
  ¥ 4,092.43  
 
     
See accompanying notes to consolidated financial statements (unaudited).

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2008
         
    Millions of yen  
    Six months ended  
    September 30, 2008  
Cash flows from operating activities:
       
Net income
  ¥ 346,659  
Adjustments to reconcile net income to net cash provided by operating activities—
       
Depreciation and amortization
    348,387  
Deferred taxes
    (10,898 )
Loss on sale or disposal of property, plant and equipment
    12,846  
Other than temporary impairment of marketable securities and other investments
    19,855  
Equity in net income of affiliates
    (9,940 )
Minority interests
    21  
Changes in assets and liabilities:
       
(Increase) in accounts receivable
    (38,453 )
(Decrease) in allowance for doubtful accounts
    (1,369 )
(Increase) in inventories
    (38,833 )
(Increase) in prepaid expenses and other current assets
    (19,259 )
(Increase) in installment receivables for handsets (non-current)
    (40,010 )
(Decrease) in accounts payable, trade
    (184,322 )
(Decrease) in accrued income taxes
    (8,701 )
(Decrease) in other current liabilities
    (21,153 )
Increase in liability for employees’ retirement benefits
    4,622  
Increase in other long-term liabilities
    32,445  
Other, net
    16,474  
 
     
Net cash provided by operating activities
    408,371  
 
     
Cash flows from investing activities:
       
Purchases of property, plant and equipment
    (302,124 )
Purchases of intangible and other assets
    (115,158 )
Purchases of non-current investments
    (46,913 )
Proceeds from sale of non-current investments
    550  
Purchases of short-term investments
    (3,334 )
Redemption of short-term investments
    2,494  
Proceeds from redemption of long-term bailment for consumption to a related party
    50,000  
Other, net
    (9,287 )
 
     
Net cash used in investing activities
    (423,772 )
 
     
Cash flows from financing activities:
       
Proceeds from long-term debt
    79,944  
Repayment of long-term debt
    (28,241 )
Proceeds from short-term borrowings
    200  
Repayment of short-term borrowings
    (1,958 )
Principal payments under capital lease obligations
    (1,385 )
Payments to acquire treasury stock
    (51,848 )
Dividends paid
    (102,307 )
Other, net
    (4 )
 
     
Net cash used in financing activities
    (105,599 )
 
     
Effect of exchange rate changes on cash and cash equivalents
    (2,071 )
 
     
Net (decrease) in cash and cash equivalents
    (123,071 )
Cash and cash equivalents at beginning of period
    646,905  
 
     
Cash and cash equivalents at end of period
  ¥ 523,834  
 
     
Supplemental disclosures of cash flow information:
       
Cash received during the period for:
       
Income taxes
  ¥ 17,786  
Cash paid during the period for:
       
Interest, net of amount capitalized
    2,008  
Income taxes
    266,295  
See accompanying notes to consolidated financial statements (unaudited).

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.   Basis of Presentation:
The accompanying quarterly consolidated financial statements of NTT DoCoMo, Inc. and its subsidiaries (the “Company” or “DOCOMO”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Since DOCOMO’s American Depositary Shares were listed on the New York Stock Exchange in March 2002, DOCOMO has prepared its consolidated financial statements pursuant to the terminology, forms and preparation methods required in order to issue American Depositary Shares, which are registered with the Securities Exchange Commission of the United States of America.
2.   Summary of significant accounting and reporting policies:
Adoption of a new accounting standard—
Fair Value Measurements
Effective April 1, 2008, DOCOMO adopted Financial Accounting Standards Board (“FASB”) Statement (“SFAS”) No. 157 “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Although the definition of fair value retains the exchange price notion in earlier definitions of fair value, SFAS No. 157 clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market and emphasizes that fair value is a market-based measurement, rather than an entity-specific measurement. SFAS No. 157 also expands disclosures about the use of fair value to measure assets and liabilities subsequent to initial recognition through fair value hierarchy as a framework for measurement. The initial adoption of SFAS No. 157 did not have a material impact on DOCOMO’s results of operations and financial position. The disclosure required by SFAS No. 157 was omitted.

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
3.   Shareholders’ equity:
Effective May 1, 2006, the Corporate Law of Japan provides that (i) dividends of earnings require approval at a general meeting of shareholders, (ii) interim cash dividends can be distributed upon the approval of the board of directors, if the Articles of Incorporation provide for such interim cash dividends and (iii) an amount equal to at least 10% of decrease in retained earnings by dividends payment be appropriated from retained earnings to a legal reserve up to 25% of capital stock. The legal reserve is available for distribution upon approval of the shareholders.
In the general meeting of shareholders held on June 20, 2008, the shareholders approved cash dividends of ¥102,307 million or ¥2,400 per share, payable to shareholders recorded as of March 31, 2008, which were declared by the board of directors on April 25, 2008. The source of dividends was “Retained Earnings”. DOCOMO started to pay the dividends on June 23, 2008.
On October 31, 2008, the board of directors declared cash dividends of ¥101,532 million or ¥2,400 per share, payable to shareholders recorded as of September 30, 2008. The source of dividends will be “Retained Earnings”. DOCOMO plans to start paying the dividends on November 21, 2008.
Issued shares and Treasury stock
The changes in the number of issued shares and treasury stock for the six months ended September 30, 2008 are summarized as follows, where fractional shares are rounded off:
                 
    Number of issued     Number of treasury  
    shares     stock  
As of March 31, 2008
    44,870,000       2,242,073  
 
           
Acquisition of treasury stock based on the resolution by the general meeting of shareholders
          311,322  
Acquisition of fractional shares
          1  
 
           
As of June 30, 2008
    44,870,000       2,553,396  
 
           
Acquisition of treasury stock at the request of dissenting shareholders against the merger
          11,711  
Acquisition of fractional shares
          3  
 
           
As of September 30, 2008
    44,870,000       2,565,110  
 
           
DOCOMO had no issued shares other than shares of its common stock.
In the general meeting of shareholders held on June 20, 2008, the shareholders approved a stock repurchase plan under which DOCOMO could repurchase up to 900,000 shares at an aggregate amount not to exceed ¥150,000 million during the year started June 21, 2008 in order to improve capital efficiency and to implement flexible capital policies in accordance with the business environment.
DOCOMO acquired treasury stock at the request of dissenting shareholders, made pursuant to paragraph (1) of Article 797 of the Corporate Law of Japan, against the merger under which our regional subsidiaries were dissolved and merged into the Company as of July 1, 2008.

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
In addition, DOCOMO repurchases its fractional shares.
Aggregate number and price of shares repurchased for the six months and three months ended September 30, 2008 were as follows:
                 
    Share/Millions of yen  
    Six months ended     Three months ended  
    September 30, 2008     September 30, 2008  
Aggregate number of shares repurchased
  323,037 shares   11,714 shares
Aggregate price of shares repurchased
  ¥ 51,848     ¥ 1,851  
Per share data —
Per share data is summarized as follows:
                 
    Yen  
    Six months ended     Three months ended  
    September 30, 2008     September 30, 2008  
 
               
Basic and diluted earnings per share
  ¥ 8,174.69     ¥ 4,092.43  
                 
    Yen  
    September 30, 2008     March 31, 2008  
 
               
Shareholders’ equity per share
  ¥ 105,091.00     ¥ 100,321.46  
4.   Segment reporting:
From a resource allocation perspective, DOCOMO views itself as having two business segments. The mobile phone business segment includes FOMA services, mova services, packet communications services, satellite mobile communications services, international services and the equipment sales related to these services. The miscellaneous business segment includes high-speed internet connection and video-clip casting services for hotel facilities, advertisement services, development, sales and maintenance of IT systems, credit services and other miscellaneous services, which in the aggregate are not significant in amount. DOCOMO terminated its PHS services on January 7, 2008.
DOCOMO identifies its reportable segments based on the nature of services included, as well as the characteristics of the telecommunications networks used to provide those services. DOCOMO’s management monitors and evaluates the performance of its segments based on the information that follows as derived from the Company’s management reports. Segment information is prepared in accordance with U.S. GAAP.

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Segment information for the three months and six months ended September 30, 2008 was as follows:
                         
    Millions of yen  
Three months ended   Mobile phone     Miscellaneous        
September 30, 2008   business     businesses     Consolidated  
Operating revenues
  ¥ 1,081,720     ¥ 15,818     ¥ 1,097,538  
Operating expenses
    795,162       21,919       817,081  
 
                 
Operating income (loss)
  ¥ 286,558     ¥ (6,101 )   ¥ 280,457  
 
                 
                         
    Millions of yen  
Six months ended   Mobile phone     Miscellaneous        
September 30, 2008   business     businesses     Consolidated  
Operating revenues
  ¥ 2,236,491     ¥ 31,293     ¥ 2,267,784  
Operating expenses
    1,648,917       41,921       1,690,838  
 
                 
Operating income (loss)
  ¥ 587,574     ¥ (10,628 )   ¥ 576,946  
 
                 
DOCOMO does not disclose geographical segments, since operating revenues generated outside Japan are immaterial.
5.   Contingencies:
Litigation —
As of September 30, 2008, DOCOMO had no litigation or claims outstanding, pending or threatened against which in the opinion of management would have a materially adverse effect on its results of operations or financial position.
Guarantees —
DOCOMO applied FASB Interpretation (“FIN”) No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires that if a company issues or modifies a guarantee, the company must recognize an initial liability for the fair value of the obligations it has undertaken and must disclose that information in its financial statements.

 

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NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
DOCOMO enters into agreements in the normal course of business that provide guarantees for counterparties. These counterparties include subscribers, related parties, foreign wireless telecommunications service providers and other business partners. While most of the guarantees provided for subscribers relate to product defects of cellular phone handsets sold by DOCOMO, DOCOMO is provided with similar guarantees by the handset vendors. Though the guarantees or indemnifications provided in transactions other than those with the subscribers are different in each contract, the likelihood of almost all of the performance of these guarantees or indemnifications is remote and the amount of payments that could be claimed against DOCOMO is not specified in almost all of the contracts. Historically, DOCOMO has not made any significant guarantee or indemnification payments under such agreements. DOCOMO estimates the estimated fair value of the obligations related to these agreements is not significant. Accordingly, no liabilities were recognized for these obligations as of September 30, 2008.
6.   Subsequent event:
There was no significant subsequent event to be disclosed.

 

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