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 2015.
Commission File Number: 001-31221
Total number of pages: 63
NTT DOCOMO, INC.
(Translation of registrants name into English)
Sanno Park Tower 11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
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 22, 2015 | By: | /S/ KATSUYUKI TAKAGI | ||||
Katsuyuki Takagi Head of Investor Relations |
Information furnished in this form:
1. English translation of Notice of Convocation of the 24th Ordinary General Meeting of Shareholders
Notice of Convocation of the 24th 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 24th 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, DOCOMOs 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
New Brand Statement |
1 | |||
Message from the President |
2 | |||
Notice of Convocation of the 24th Ordinary General Meeting of Shareholders |
3 | |||
(Attachments) |
||||
Business Report |
12 | |||
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 | |||
(Reference) Consolidated Statement of Comprehensive Income [U.S.GAAP] |
47 | |||
Non-Consolidated Balance Sheet |
48 | |||
Non-Consolidated Statement of Income |
49 | |||
Non-Consolidated Statement of Changes in Net Assets |
50 | |||
Independent Auditors Report regarding the Consolidated Financial Statements |
52 | |||
Independent Auditors Report regarding the Non-Consolidated Financial Statements |
54 | |||
Audit Report of Audit & Supervisory Board |
56 | |||
(Reference) Financial Indicators and Others |
59 | |||
(Reference) Reconciliations of the Disclosed Non-GAAP Measures (Consolidated) |
60 |
NEW BRAND STATEMENT
The new of today, the norm of tomorrow
DOCOMO has embarked on a new challenge:
connecting the separate elements of daily life
to achieve levels of convenience and enjoyment never seen before.
We call it smart innovation.
Security and peace of mind, health, education,
and all the other pleasures that go to make up life
we are proposing optimum connections for each individual,
taking the provision of information and enjoyment of life a giant step forward.
To make this a reality, we are supporting innovation across a wide range of businesses.
And beyond this, we are also actively developing novel solutions
to the challenges facing society.
This culture of challenge and innovation is deeply rooted at DOCOMO.
For us, however, its not simply about creating products and
services that are new; its about creating things that, before you know it,
become essential or even taken for granted in daily life.
We firmly believe the lifestyles that smart innovation
makes possible will become the standard, so deeply ingrained they are hardly noticed.
We envisage a time when the new becomes everybodys taken-for-granted standard,
and we are working towards that day with everything at our command.
1
MESSAGE FROM THE PRESIDENT
Dear Shareholders:
I am delighted to present this convocation notice for the general shareholders meeting for the 24th fiscal year (from April 1, 2014 to March 31, 2015).
For the fiscal year ended March 31, 2015, we recorded a decrease in both operating revenues and income. As President and CEO of the Company, I take these lackluster financial results very seriously. However, I believe we successfully laid the foundation toward a growth track with the introduction of the new billing plan and docomo Hikari optical-fiber broadband service, which enabled us to drastically change the stage of competition and lead to a significant improvement in the acquisition of net additions and churn rate.
Positioning the fiscal year ending March 31, 2016 as the year for making a solid step toward the achievement of our medium-term targets, we will manage our business attaching utmost importance to delivering results. Also, we will pursue initiatives for co-creationan effort to create new added values in collaboration with various external partners, thereby contributing to bringing more affluence to society and providing solutions to a number of pressing social issues.
As always, I ask for your continued goodwill and support.
May 2015 | ||
Kaoru Kato | ||
President and CEO |
2
Tokyo Stock Exchange: 9437
New York Stock Exchange: DCM
May 27, 2015
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 24th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 24th Ordinary General Meeting of Shareholders of the Company (the Meeting) will be held as described below.
Details
1. Date and Time: |
Thursday, June 18, 2015 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
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 24th Fiscal Year (from April 1, 2014 to March 31, 2015). |
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: |
Partial Amendments to Articles of Incorporation | |
Third Item of Business: |
Election of Four (4) 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 Auditors Report and the Audit Report of Audit & Supervisory Board for the 24th Fiscal Year required to be attached are included as pages 12-58 hereto.
In accordance with the applicable laws and regulations, and the provisions of Article 16 of the Companys 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 24th Ordinary General Meeting of Shareholders, at the Companys 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 24th Ordinary General Meeting of Shareholders are part of our Consolidated and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing the Independent Auditors 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
4
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, financial conditions and dividend payout ratio, the Company distributes dividends based on the principle of providing stable and sustainable dividends. The Company proposes to pay the year-end dividend for the 24th fiscal year as follows:
(1) | Type of Dividend Asset |
Cash
(2) | Proposed Appropriation of Dividend Assets to Shareholders and Total Amount of Dividend Payment |
¥35 per share of common stock of the Company
Total Amount of Dividend Payment: ¥135,851,934,925
(The Company paid an interim dividend in November 2014. Accordingly, the aggregate amount of annual dividends for this fiscal year, i.e., the sum of interim and year-end dividends, will be ¥65 per share.)
(3) | Effective Date of the Appropriation of Dividends from Retained Earnings |
Friday, June 19, 2015
<Reference>
20th fiscal year |
21st fiscal year |
22nd fiscal year |
23rd fiscal year |
24th fiscal year | ||||||
Dividend per share (annual) |
¥52 | ¥56 | ¥60 | ¥60 | ¥65 | |||||
Consolidated dividend payout ratio |
44.1% | 50.1% | 50.7% | 53.5% | 64.0% |
Note: | The Company conducted a 1:100 stock split with an effective date of October 1, 2013 (23rd fiscal year.). The dividend amounts per share in the table above are adjusted to reflect this stock split. |
5
Second Item of Business: | Partial Amendments to Articles of Incorporation |
1. | Reasons for Amending the Articles of Incorporation of the Company |
In connection with the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) on May 1, 2015, which allows directors without executive authority over operations and members of the audit & supervisory board who are not outside audit & supervisory board members to enter into liability limitation agreements, the Company proposes to make necessary amendments to parts of Paragraph 2 of Article 24 (Exemption from Liability of Directors) and Paragraph 2 of Article 31 (Exemption from Liabilities of Audit & Supervisory Board Members) of the existing Articles of Incorporation of the Company.
The Company has obtained the consent of the audit & supervisory board members for the proposed amendments to Paragraph 2 of Article 24 (Exemption from Liabilities of Directors).
2. | Details of Amendments |
Details of amendments are as follows:
(Provisions proposed to be amended are underlined.)
Current Articles of Incorporation |
Proposed Amendments | |||
(Exemption from Liabilities of Directors) Article 24 (Omitted) 2. The Company may, pursuant to Article 427 Paragraph 1 of the Companies Act, enter into an agreement with external Director(s) which sets forth the limitation on their damage compensation liabilities resulting from negligence of the Directors duty, provided that the amount of the limitation on the damage compensation liabilities under the said agreement shall be that defined by the laws and regulations. |
(Exemption from Liabilities of Directors) Article 24 (Same as present) 2. The Company may, pursuant to Article 427 Paragraph 1 of the Companies Act, enter into an agreement with Directors (excluding directors with executive authority over operations, etc.) which sets forth the limitation on their damage compensation liabilities resulting from negligence of the Directors duty, provided that the amount of the limitation on the damage compensation liabilities under the said agreement shall be that defined by the laws and regulations. |
6
Current Articles of Incorporation |
Proposed Amendments | |||
(Exemption from Liabilities of Audit & Supervisory Board Members) Article 31 (Omitted) 2. The Company may, pursuant to Article 427 Paragraph 1 of the Companies Act, enter into an agreement with outside Audit & Supervisory Board Member(s) which sets forth the limitation on their damage compensation liabilities resulting from negligence of the Directors duty, provided that the amount of the limitation on the damage compensation liabilities under the said agreement shall be that defined by the laws and regulations. |
(Exemption from Liabilities of Audit & Supervisory Board Members) Article 31 (Same as present) 2. The Company may, pursuant to Article 427 Paragraph 1 of the Companies Act, enter into an agreement with Audit & Supervisory Board Member(s) which sets forth the limitation on their damage compensation liabilities resulting from negligence of the Directors duty, provided that the amount of the limitation on the damage compensation liabilities under the said agreement shall be that defined by the laws and regulations. |
Note: | The Current Articles of Incorporation written above reflects the latest English naming rule of the Company. |
7
Third Item of Business: Election of Four (4) Audit & Supervisory Board Members
As the terms of office of four (4) audit & supervisory board members, Mr. Haruo Morosawa, Mr. Naoto Shiotsuka, Mr. Toshimune Okihara and Ms. Eiko Tsujiyama will expire at the close of this meeting, it is proposed that four (4) audit & supervisory board members 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 | Naoto Shiotsuka (July 15, 1952)
<Reappointed> <Outside Audit & Supervisory Board Member> |
April 1977 | Entered NTT Public Corporation | 4,600 | ||||
June 2005 |
Senior Vice President, Senior Executive Manager of Finance Department of NTT DATA Corporation (NTT DATA) |
|||||||
June 2007 |
Director and Senior Vice President, Senior Executive Manager of Finance Department (Chief Financial Officer) of NTT DATA |
|||||||
June 2009 |
Director and Executive Vice President, Senior Executive Manager of Finance Department (Chief Financial Officer), In charge of CSR of NTT DATA |
|||||||
June 2011 |
President and Chief Executive Officer, NTT DATA MANAGEMENT SERVICE Corporation |
|||||||
June 2013 |
Full-time Outside Audit & Supervisory Board Member of the Company (To the present) |
8
Candidate Number |
Name (Date of Birth) |
History, Positions, Responsibilities and Principal Concurrent Positions |
Number of Company Shares Owned | |||||
2 | Toshimune Okihara (August 29, 1954)
<Reappointed> <Outside Audit & Supervisory Board Member> |
April 1979 |
Entered NTT Public Corporation | 2,200 | ||||
June 2006 |
Senior Vice President, General Manager of System Engineering Department, Member of the Board of Directors of NTT Communications Corporation (NTT Com) |
|||||||
August 2006 |
Senior Vice President, General Manager of System Engineering Department, Enterprise Sales Division, 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 (currently known as NTT Com Solutions Corporation) |
|||||||
June 2014 |
Full-time Outside Audit & Supervisory Board Member of the Company (To the present) |
|||||||
3 | Yutaka Kawataki (December 18, 1953)
<Newly appointed> <Outside Audit & Supervisory Board Member> <Independent Director/Auditor>
|
April 1977
|
Entered The Board of Audit of Japan
|
1,000
| ||||
March 2013 |
Deputy Secretary General of The Board of Audit of Japan | |||||||
April 2014 |
Secretary General of The Board of Audit of Japan (Retired from the position in March 2015) |
9
Candidate Number |
Name (Date of Birth) |
History, Positions, Responsibilities and Principal Concurrent Positions |
Number of Company Shares Owned | |||||
4 | Eiko Tsujiyama (December 11, 1947) <Reappointed> <Outside Audit & Supervisory Board Member> <Independent Director/Auditor> |
August 1980 | Assistant Professor, Humanities Department, Ibaraki University |
2,800 | ||||
April 1985 |
Assistant Professor, Faculty of Economics, Musashi University |
|||||||
April 1991 |
Professor, Faculty of Economics, Musashi University |
|||||||
April 2003 |
Professor, Graduate School of Commerce, Waseda University (To the present) |
|||||||
June 2008 |
Outside Audit & Supervisory Board Member of Mitsubishi Corporation (To the present) |
|||||||
June 2010 |
Outside Member of the Board of Directors of ORIX Corporation (To the present) |
|||||||
May 2011 |
Outside Audit & Supervisory Board Member of Lawson, Inc. (To the present) |
|||||||
June 2011 |
Outside Audit & Supervisory Board Member of the Company (To the present) |
|||||||
June 2012 |
Outside Audit & Supervisory Board Member of Shiseido Company, Limited. (To the present) |
|||||||
(Principal Concurrent Positions) |
||||||||
Professor, Graduate School of Commerce, Waseda University Outside Audit & Supervisory Board Member of Mitsubishi Corporation |
||||||||
Outside Member of the Board of Directors of ORIX Corporation Outside Audit & Supervisory Board Member of Lawson, Inc. Outside Audit & Supervisory Board Member of Shiseido Company, Limited. |
Notes: | ||||
1. | NTT DATA Corporation, NTT DATA MANAGEMENT SERVICE Corporation, NTT Communications Corporation and NTT Com Technology Corporation (currently known as NTT Com Solutions Corporation) are subsidiaries of our parent company, NIPPON TELEGRAPH AND TELEPHONE CORPORATION. | |||
2. | Mr. Naoto Shiotsuka, Mr. Toshimune Okihara, Mr. Yutaka Kawataki and Ms. Eiko Tsujiyama are candidates for outside audit & supervisory board members of the Company. The Company has designated Ms. Eiko Tsujiyama as an independent director/auditor as provided by Tokyo Stock Exchange, Inc., and notified Tokyo Stock Exchange, Inc. of this designation. The Company also plans to register Mr. Yutaka Kawataki as an independent director/auditor with Tokyo Stock Exchange, Inc.. | |||
3. | The candidates for outside audit & supervisory board members, Mr. Naoto Shiotsuka, Mr. Toshimune Okihara and Ms. Eiko Tsujiyama will have served as the Companys outside audit & supervisory board members for two years, one year and four years, respectively, at the close of this meeting. | |||
4. | Mr. Naoto Shiotsuka is nominated as a candidate for outside audit & supervisory board member of the Company for his experience in corporate management and vast insights on finance and accounting accumulated through his career in finance at NTT DATA Corporation, and the Companys expectations that he will perform an audit and supervisory function based on his extensive knowledge and experience. |
10
Mr. Toshimune Okihara is nominated as candidate due to his long career and engagement in businesses pertaining to telecommunications and corporate management, and the Companys expectations that he will perform an audit and supervisory function based on his extensive knowledge and experience. | ||||
Mr. Yutaka Kawataki is nominated as candidate due to his professional expertise obtained through his long years of service at The Board of Audit of Japan, and the Companys expectations that he will perform an audit and supervisory function based on this extensive knowledge and experience. | ||||
Ms. Eiko Tsujiyama is nominated as candidate on account of her capacity as certified public accountant and because of the Companys expectations for her auditing capability backed by her extensive insights on finance and accounting developed through her long years of experience as a university professor and an outside director of private companies. | ||||
Mr. Yutaka Kawataki and Ms. Eiko Tsujiyama have not had past involvement in corporate management except as outside directors. However, the Company has determined that they are able to appropriately fulfill the duties of outside audit & supervisory board members for the aforementioned reasons. | ||||
5. | Mr. Naoto Shiotsuka has received compensation, etc., from NTT DATA MANAGEMENT SERVICE Corporation as a member of the Board of Directors during the past two years. He has also served as President and Chief Executive Officer of R-Cubic corporation, a subsidiary of NIPPON TELEGRAPH AND TELEPHONE CORPORATION, during the past five years, but has not received any compensation from R-Cubic corporation. | |||
Mr. Toshimune Okihara has received compensation, etc., from NTT Com Technology Corporation (currently known as NTT Com Solutions 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 (currently known as NTT Com Solutions Corporation). | ||||
6. | If the election of the four candidates for outside audit & supervisory board members is approved, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act of Japan, the Company plans to continue the limited liability contract with Mr. Naoto Shiotsuka, Mr. Toshimune Okihara and Ms. Eiko Tsujiyama, which sets forth the upper limit of damage compensation liability as provided in Article 423 Paragraph 1 of the Companies Act of Japan, and newly conclude a limited liability contract with Mr. Yutaka Kawataki. |
-end-
11
(Attachments)
BUSINESS REPORT
(For the fiscal year from April 1, 2014 to March 31, 2015)
Note: | The term FY2014 hereinafter refers to the fiscal year ended March 31, 2015, 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, 2015)
The main business activities of our Group are summarized in the table below.
Business Segment |
Main Business Areas | |
Telecommunications business |
Cellular (LTE(Xi) and FOMA) services, optical-fiber broadband services, satellite mobile communications services, international services and sales of handsets and equipment for each service, etc. | |
Smart life business |
Services offered through dmarket portal such as distribution of video, music and electronic books, etc., finance/payment services, online shopping service and other life-related services, etc. | |
Other businesses |
Mobile phone protection service, commissioned development/sales and maintenance of systems, etc. |
Note: | From the fiscal year ended March 31, 2015, the conventional two reportable business segments, mobile phone business and all other businesses have been realigned to the three reportable business segments listed above. |
(2) Developments and Results of Operations
<<Market Trend>>
Japans telecommunications sector has seen a dramatic change in its market structure.
In May 2014, NIPPON TELEGRPAPH AND TELEPHONE CORPORATION (NTT) unveiled its Hikari Collaboration Modela new wholesale business model for its fiber access service. As this enables telecommunications operators and a wide range of other players to provide services utilizing fiber connections, competition transcending the traditional boundaries of telecommunications market is starting.
Within the mobile communications market, the trend towards market entry by various players and the emergence of new services is expected to gather momentum due to the rapid proliferation and expanded use of smartphones, tablets, and other function-rich mobile devices, as well as the governments pro-competition policy and other factors.
12
<<Summary of the principal initiatives>>
Amid these changes in the market environment, in the fiscal year ended March 31, 2015, to strengthen our competitiveness in mobile communications business, we launched a new billing plan, Kake-hodai & Pake-aeru, while continuing to enhance our network through LTE services and introducing highly functional and attractive devices (handsets). With respect to our efforts in the smart life business and the other businesses, we strived to further enrich our dmarket portal, facilitated collaboration and alliances with various partners and expanded new services that are expected to sustain customers smart life. Meanwhile, we reorganized our corporate group and internal organizations to establish a structure that can deliver enhanced customer services, and shifted human resources to high-priority areas (the smart life business and enterprise business) in an effort to solidify our business foundation.
As a result of these endeavors, we were awarded high scores for both our consumer and enterprise offerings in the customer satisfaction surveys conducted by external institutions, and improved our performance in the acquisition of net additions, churn rate and other indicators of cellular service.
Furthermore, in March 2015, toward the goals of delivering one-stop service for both mobile and fixed-line communications, realizing smart home services and boosting the competitiveness of our core mobile business, we launched the docomo Hikari service (DOCOMOs optical-fiber broadband service) and docomo Hikari Pack, making the first step in our journey for offering new added value through the convergence of fixed-line and mobile communications services.
<<Results of Operations for the FY2014 >>
(Billions of yen)
Item |
23rd Fiscal Year (FY2013) |
24th Fiscal Year (FY2014) |
Year-on-Year Change |
|||||||||
Operating revenues |
4,461.2 | 4,383.4 | -1.7 | % | ||||||||
Operating income |
819.2 | 639.1 | -22.0 | % | ||||||||
Income before income taxes and equity in net income (losses) of affiliates |
833.0 | 643.9 | -22.7 | % | ||||||||
Net income attributable to NTT DOCOMO, INC. |
464.7 | 410.1 | -11.8 | % |
For the fiscal year ended March 31, 2015, operating revenues decreased by ¥77.8 billion from the previous fiscal year to ¥4,383.4 billion due mainly to the expanded impact from the broadened uptake of the Monthly Support discount program and the negative impact caused by the Kake-hodai & Pake-aeru new billing plan in the initial phase following its launch, which more than offset the increase in revenues from equipment sales, the smart life business and the other businesses.
Operating expenses increased by ¥102.3 billion from the previous fiscal year to ¥3,744.3 billion, due mainly to a rise in revenue-linked expenses such as cost of equipment sold and other factors despite our ongoing cost reduction efforts.
As a result of the foregoing, although we could not achieve ¥750.0 billion, the original full-year target, we recorded operating income of ¥639.1 billion (a decrease of ¥180.1 billion from the previous fiscal year), and were able to surpass ¥630.0 billion, the full-year forecast as revised in the second quarter of the fiscal year ended March 31, 2015.
Income before income taxes and equity in net income (losses) of affiliates was ¥643.9 billion, and net income attributable to NTT DOCOMO, INC. was ¥410.1 billion, recording a decrease of ¥54.6 billion from the previous fiscal year.
13
<<Trend of Business Segments>>
Operating revenues and income (loss) in each business segment in the fiscal year ended March 31, 2015 are indicated in the table below.
(Billions of yen)
Category |
23rd Fiscal Year (FY2013) |
24th Fiscal Year (FY2014) |
Year-on-Year Change |
|||||||||
Operating revenues |
||||||||||||
Telecommunications business |
3,827.3 | 3,654.6 | -4.5 | % | ||||||||
Smart life business |
356.8 | 437.0 | 22.5 | % | ||||||||
Other businesses |
302.2 | 319.8 | 5.8 | % | ||||||||
Elimination |
-25.1 | -28.0 | -11.3 | % | ||||||||
Total |
4,461.2 | 4,383.4 | -1.7 | % | ||||||||
Operating income (loss) |
||||||||||||
Telecommunications business |
812.7 | 636.1 | -21.7 | % | ||||||||
Smart life business |
11.8 | -3.9 | - | |||||||||
Other businesses |
-5.3 | 6.9 | - | |||||||||
Total |
819.2 | 639.1 | -22.0 | % |
Principal initiatives of our group in each business segment in the fiscal year ended March 31, 2015 are summarized below.
n | Telecommunications Business |
Operating revenues from our telecommunications business for the fiscal year ended March 31, 2015 decreased by ¥172.8 billion from the previous fiscal year to ¥3,654.6 billion, due mainly to a decrease in mobile communications services revenues as a result of the expanded impacts from the broadened uptake of the Monthly Support discount program and the negative impact caused by the Kake-hodai & Pake-aeru new billing plan in the initial phase following its launch, which more than offset the increase in revenues from equipment sales.
Operating expenses from telecommunications business for the fiscal year ended March 31, 2015 increased by ¥3.9 billion from the previous fiscal year to ¥3,018.5 billion, due mainly to an increase in cost of equipment sold and other factors despite our ongoing cost reduction efforts. Consequently, operating income from our telecommunications business for the fiscal year ended March 31, 2015 decreased by ¥176.7 billion from the previous fiscal year to ¥636.1 billion.
14
<<Number of Subscriptions for Principal Services>>
(Thousands of subscriptions)
Category |
23rd Fiscal Year (FY2013) |
24th Fiscal Year (FY2014) |
Increase or Decrease |
Year-on-Year Change |
||||||||||||
Cellular services |
63,105 | 66,595 | 3,490 | 5.5 | % | |||||||||||
LTE(Xi) services |
21,965 | 30,744 | 8,779 | 40.0 | % | |||||||||||
FOMA services |
41,140 | 35,851 | -5,289 | -12.9 | % | |||||||||||
New Billing Plan |
- | 17,827 | 17,827 | - | ||||||||||||
Number of smartphones sold (Thousand units) |
13,780 | 14,600 | 810 | 5.9 | % | |||||||||||
Churn rate (%) |
0.87 | % | 0.71 | % | -0.16point | - |
Notes:
1. | Number of subscriptions to Cellular services, Cellular (LTE(Xi)) services and Cellular (FOMA) services include Communication Module services subscriptions. |
2. | Effective March 2008, FOMA subscription became mandatory for subscription to 2in1 services, and those FOMA subscriptions are included in the number of FOMA subscriptions. |
Topics |
l | Launch of docomo Hikari |
In March 2015, we commenced docomo Hikari serviceour optical-fiber broadband service that enables high-speed access at speeds of up to 1Gbps, and simultaneously launched docomo Hikari Pack a bundle package that allows users to use docomo Hikari broadband service and smartphones/docomo feature phones at affordable rates.
We provide one-stop service for the full range of services including optical-fiber broadband, Internet access and mobile phone services. Hence, we serve as customers single point of contact for every need from service-related inquiries to after-sales support, thereby enhancing customers convenience and comfort of using high-speed communications services.
l | Launch of New Billing Plan, Kake-hodai & Pake-aeru |
In June 2014, under the concept to allow users to use our service at affordable rates for a long period by selecting plans appropriate for their needs in different stages of life, we introduced a new billing plan, Kake-hodai & Pake-aeru, comprising the four principal services of Kake-hodai (a flat-rate domestic voice calling plan), Share Pack (a packet data quota-sharing plan among family members), Zutto DOCOMO Wari (a discount service favoring long-term users with graduated discounts based on length of subscription) and U25 Ouen Wari (a service providing helpful discounts to users of age 25 or younger).
The new billing plan has enjoyed favorable reviews from early on, with its total subscriptions topping 10 million in some four months after its launch, and then growing to approximately 17.83 million as of March 31, 2015.
15
l | Rollout of New LTE Services |
In June 2014, as the first telecommunications carrier in Japan, we commenced a new LTE-based voice communications service, VoLTE*1, which delivers more stable and superior sound quality compared to conventional voice calling service.
In March 2015, we launched the PREMIUM 4G service that delivers downlink speeds of up to 225Mbps using the LTE-Advanced*2 system, which incorporates carrier aggregation*3, advanced C-RAN*4 and other technologies that realize further speed/capacity enhancements over LTE service.
Furthermore, to enable overseas travelers to utilize LTE service even more comfortably, we worked on LTE international roaming coverage expansion and increased the number of LTE roaming destinations to 43 countries and regions as of March 31, 2015.
*1: | Abbreviation for Voice over LTE |
*2: | The next-generation communications standard that further advances the LTE system standardized by 3GPP (3rd Generation Partnership Project) |
*3: | Technology that achieves improvement of data transmission speed by aggregating multiple carriers |
*4: | Technology for increasing the utilization efficiency of frequencies by simultaneously controlling base stations covering broad areas and base stations covering localized areas. |
l | Handset Lineup Enrichment |
To cater to the diverse needs of customers, we strived to enrich our handset lineup, adding new models such as Android smartphones, iPhone 6*1, iPhone 6 Plus*1, docomo keitai feature phones, docomo tablets, wearable devices and Wi-Fi routers, etc.
The Android smartphones in our 2014-2015 winter/spring collection are all equipped with VoLTE compatibility. All handset models carry high-resolution audio*2 featuring sound quality exceeding music CDs, and all data-devices are embedded with LTE-Advanced compatibility.
*1: | TM and © 2015 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 generic term to describe music data and music player equipment that realize audio quality superior to general music CD |
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n | Smart Life Business |
Operating revenues from smart life business for the fiscal year ended March 31, 2015 increased by ¥80.2 billion from the prior fiscal year to ¥437.0 billion, owing to an increase in revenues from dmarket and various other services. Operating expenses from the smart life business were ¥440.9 billion, up ¥95.9 billion from the previous fiscal year, due to an increase in expenses associated with the expansion of dmarket and other revenues, as well as an impairment loss of ¥30.2 billion for business assets relating to multimedia broadcasting service for mobile devices. As a consequence, the operating loss from our smart life business amounted to ¥3.9 billion
Topics |
l | Initiatives Aimed at dmarket Enrichment and Expansion of User Base |
To expand the adoption of dmarket services to a broader range of users, we have added new content and implemented various initiatives aimed at increasing its subscriber base.
In addition to the traditional service lineup of video, music and other digital content distribution as well as other useful services for everyday life such as the online shopping site for daily necessaries and fashion items and travel services, we added some new services such as ddelivery (a home food delivery service that allows users to place orders easily using their smartphones and other devices) and dmagazine (which offers users with unlimited access to a wide range of popular magazines and articles for a flat monthly rate). The dmagazine service, in particular, has recorded a steady increase in its subscription count, which totaled 1.9 million as of March 31, 2015.
Further, we extended the free trial period of dvideo, danime store, dhits, and dmagazine to allow customers to try out and appreciate the attractiveness of these services offered through our dmarket portal.
As a result of the abovementioned measures, the combined dmarket subscriptions* topped 10 million in January 2015, and grew further to 11.88 million as of March 31, 2015.
* | The total number of users using dvideo, danime store, dhits, dkids and dmagazine services under a monthly subscription arrangement. |
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l Launch | of New Services Jointly with External Business Partners |
In the fiscal year ended March 31, 2015, we continued to roll out new services that are designed to make customers lives even more affluent in collaboration with various business partners.
In particular, we introduced a new service dubbed Runtastic for docomo, a new training support service developed jointly with runtastic GmbH, which measures and manages users heart rate and other body data using the C3fit IN-pulse, a wearable training data measurement device utilizing a functional material hitoe* in conjunction with a dedicated application.
* | hitoe is a registered trademark of Toray industries, Inc. and NIPPON TELEGRAPH AND TELEPHONE CORPORATION. |
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n | Other businesses |
Operating revenues from the other businesses for the fiscal year ended March 31, 2015 increased by ¥17.6 billion from the prior fiscal year to ¥319.8 billion, mainly driven by the growth of revenues from our Mobile Device Protection Service. Operating expenses from other businesses increased by ¥5.4 billion from the previous fiscal year to ¥312.9 billion, mainly due to an increase in expenses associated with the revenues from our Mobile Phone Protection service. Consequently, we recorded operating income of ¥6.9 billion from other businesses for the fiscal year ended March 31, 2015.
Topics |
l | Roll-out of Enterprise Solutions |
In collaboration with SkillUpJapan Corp. (currently known as Allm Inc.), we started offering a new mobile cloud solution, Join, which allows medical doctors belonging to the same or other medical institutions to cooperate with each other by sharing CT, MRI or other medical images.
l | Roll-out of M2M /IoT business |
We entered into an agreement with Tesla Motors, Inc. to provide the in-vehicle information/communication platform and data connectivity for its Model S electric vehicles marketed in Japan. In addition, we hosted DOCOMO Automobile Business Solution Summit and implemented other measures aimed at fostering and expanding new businesses through the convergence of automobiles and IoT*1.
Furthermore, as a SIM card to be embedded in M2M*2-enabled machines, we started offering Japans first eSIM*3 that can store not only DOCOMOs phone number but also the phone number of overseas carriers.
*1: | Abbreviation for Internet of Things. A concept that describes a world in which everything is connected to the Internet, enabling remote control and management of devices, etc. |
*2: | Abbreviation for Machine-to-Machine. A system that automatically handles the communication between servers or other equipment and various devices installed with communications capability such as vehicles, vending machines, and information appliances, etc. |
*3: | Abbreviation for Embedded Subscriber Identity Module. |
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(3) Trend of Capital Expenditures
<< Expansion of Telecommunications Facilities>>
We significantly increased the installations of LTE base stations to build a robust network pursing breadth, speed and convenience.
In the fiscal year ended March 31, 2015, the total number of LTE base stations was increased to 97,400 stations from 55,300 stations as of March 31, 2014 to further improve the area coverage of our LTE service. Also, in pursuit of further enhancement of the transmission speeds, we increased the number of LTE base stations compatible with a maximum download speed of 100Mbps or higher to 57,700 stations from 3,500 stations as of March 31, 2014.
<<Measures for More Efficient Use of Capital Expenditures>>
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.
As a result of the above measures, the total capital expenditures for the fiscal year ended March 31, 2015, decreased by 5.9% from the previous fiscal year to ¥661.8 billion.
(4) Financing Activities
During the fiscal year ended March 31, 2015, we did not make any long-term financing through capital increase, issuance of corporate bonds or long-term borrowings.
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(5) Research and Development Activities
<< Technology Put to Practical Use During the Fiscal Year Ended March 31, 2015 >>
l | Expansion of Agent Service Functions |
For i-concier and Shabette-Concier, we developed new functions such as a function to enable applications to display the most relevant and appropriate information to a user by studying the users preferences, and a function that allows the user to have uninterrupted smooth chat with Shabette-Chara.
<<Technical Developments to be Implemented>>
l | VoLTE International Roaming |
We are the first mobile telecommunications carrier in Japan to succeed in substantiation experiments of VoLTE international roaming connections between Japan and Korea, and Japan and the United States.
l | Network Virtualization |
We developed network virtualization technology and succeeded in substantiation experiments with six major global vendors to improve the ease of connecting communications during peak times in communications traffic with the aim of commercial implementation in March 2016.
l | Development of New Device |
We developed a small authentication device, the portable SIM, which connects to the network simply by being held over a smart phone or tablet.
l | Double Power Control for Base Station Electricity |
We developed Double Power Control technology that controls power usage giving priority to surplus solar power and night-time power, and introduced it to green base stations used for field testing.
<<Future Technology Initiatives>>
l | Next Generation Communications (5G) |
In order to provide the most advanced communications network by 2020, we are engaged in 5G research in cooperation with the major global vendors with the aim of achieving mobile communications speed exceeding 10Gbps, an enhancement of LTE service to have about 1,000 times higher capacity, and handling of an increase in terminals with the permeation of IoT and of diverse services. During the fiscal year ended March 31, 2015, we succeeded in data communications of at least 5 Gbps when receiving in indoor tests and at least 4.5Gbps when receiving in outdoor test.
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l | Mobile Healthcare Technology |
We developed a wearable device for measuring the biological gas component (acetone) that is naturally emitted by the skin and serves as an indicator of combustion of body fat. Furthermore, in order to establish methods for the prevention and early detection of illness, we have begun joint research to conduct the worlds first data analysis that blends our companys proprietary mobile healthcare technology and analytic technology for genomes and the like owned by Tohoku University.
l | Establishment of Translation Business Company, Mirai Translate, Inc. |
We have established a joint venture company, Mirai Translate, Inc., with SYSTRAN INTERNATIONAL Co., Ltd. and FueTrek Co., Ltd. We are proceeding with research with the aim of developing translation technology that has the worlds highest level of machine translation accuracy and the provision of software and services using this technology in order to realize a world free of language barriers to respond to the further increases in foreign visitors to Japan, overseas travel by Japanese, and overseas expansion by Japanese companies expected to occur by 2020.
As a result of the above, the total research and development costs for the fiscal year ended March 31, 2015, decreased by 4.9% from the previous fiscal year to ¥97.0 billion.
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(6) CSR Activities
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.
The principal CSR actions undertaken during the fiscal year ended March 31, 2015 are summarize below:
<<Realizing a Safe, Secure Society>>
l | In the fiscal year ended March 31, 2015, we held a total of approximately 7,000 sessions of Smartphone and Mobile Phone Safety Class garnering a cumulative participation of approximately 1.00 million people. Also, in light of the increase in the number of troubles arising from the use of smartphones, we modified the curriculum of the class, introducing the latest cases and adding animation materials in order to raise awareness of children in lower grades of elementary school. |
l | We decided to open 34 buildings owned by the Company (including 14 locations in Kanto and Koshinetsu) in the event of a large-scale disaster, in order to provide assistance to people unable to return home. We plan to offer mobile phone battery charging service, emergency food and water, rest areas, toilets and blankets at these locations. |
<<Initiatives in Global Environmental Protection and Social Contribution>>
l | Toward the achievement of NTT DOCOMO Groups Global Environmental Targets for FY2016, we launched initiatives to eliminate wasted promotional material by converting shop-front advertisements into digital formats and introducing an inventory management system to manage the promotional tools, and successfully reduced the total weight of promotional material prepared in paper format (e.g. paper brochures, our original paper bags and user manuals) by approximately 50% compared to the level of FY2012. |
l | Effective February 2015 (phone bill for the month of January 2015), we started using e-billing as the standard way of notifying customers of monthly bill amounts in lieu of conventional paper bills, as part of our endeavors to reduce paper resource consumption. |
l | With the aims of reducing greenhouse gas emissions and stimulating the economy and tourism of each region, we commenced bicycle sharing services in Yokohama City, Kanagawa, Koto-ku, Tokyo, Sendai City, Miyagi, Chiyoda-ku, Tokyo, Minato-ku, Tokyo, Hiroshima City, Hiroshima and Kobe City, Hyogo. Also, to proliferate the service in broader areas, we established a joint venture engaged in bicycle sharing business. |
l | We set up a charity website in the aftermath of the Yunnan earthquake in China and the Torrential Rain in August 2014 in Japan and to assist the Ebola hemorrhagic fever relief efforts, and collected donations totaling approximately ¥28 million from customers. |
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<<For the Recovery of Disaster-stricken Areas in Tohoku Japan>>
l | We distributed tablet devices to the citizens who had to evacuate their homes following the nuclear power plant accident, to help sustain the community bonds and to provide assistance to people who have limited access to shopping facilities by enabling them to purchase from unattended sales locations using mobile technologies, etc. |
l | We started marketing goods made of wood from the forests in Tohoku at our docomo Shops and online site, plowing back part of the proceeds for forest conservation activities in Tohoku. |
l | We supported the activities of NPOs and other organizations undertaking restoration activities in disaster-stricken areas by way of fundraising, initiating programs that help them secure funds for their activities. |
l | Interested employees were solicited and dispatched to the disaster-stricken areas to participate in volunteer activities. A total of around 130 employees participated in a total of 9 trips during the fiscal year ended March 31, 2015. The cumulative number of participants from FY2012 surpassed 1,000. Further, a total of approximately ¥80.0 million was donated for the recovery support of Tohoku, representing a combination of donations from approximately 11,000 employees and the contributions from the Company (equivalent to the amount raised by employees). |
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(7) Consolidated Financial Results and Assets
21st Fiscal Year (FY 2011) |
22nd Fiscal Year (FY 2012) |
23rd Fiscal Year (FY 2013) |
24th Fiscal Year (FY 2014) |
|||||||||||||
Operating revenues |
4,240,003 | 4,470,122 | 4,461,203 | 4,383,397 | ||||||||||||
Operating income |
874,460 | 837,180 | 819,199 | 639,071 | ||||||||||||
Income before income taxes |
876,958 | 833,342 | 833,049 | 643,883 | ||||||||||||
Net income attributable to |
463,912 | 491,026 | 464,729 | 410,093 | ||||||||||||
Earnings per share attributable |
111.87 | 118.41 | 112.07 | 101.55 | ||||||||||||
Total assets (millions of yen) |
6,948,082 | 7,169,725 | 7,508,030 | 7,146,340 | ||||||||||||
Total NTT DOCOMO, INC. (millions of yen) |
5,062,527 | 5,368,475 | 5,643,366 | 5,380,072 |
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
< Medium-Term Targets >
Category |
Target of FY2017 | |
Operating income |
Over 820 billion yen
| |
Smart life business |
Operating income Over 100 billion yen
| |
Cost reduction |
compared to FY2013 level -400 billion yen or more
| |
Capital expenditures |
FY2015-FY2017: 650 billion yen per annum or less
| |
Shareholder returns |
Enhance shareholder returns through dividend hike and share repurchase
|
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We developed our corporate vision for 2020, HEART: Pursuing Smart Innovation to propel further growth and propose new values to society in anticipation of future social changes.
Also, under the banner of becoming a Smart Life Partner for our customers, we tackled the challenge of reinforcing our competitiveness in telecommunications business and stepped up our efforts in the smart life business and other businesses. In addition, in October 2014, upon the announcement of the first half results for the fiscal year ended March 2015, we unveiled our medium-term targets for the FY2017 (year ending March 31, 2018) toward the goal of achieving steady income recovery.
On the occasion of the results presentation for the fiscal year ended March 31, 2015, we announced the New Initiatives toward Delivery of Medium-Term Targets and the Business Management Policies for FY2015 (year ending March 31, 2016), to present a solid step toward the achievement of the medium-term targets.
<<New Initiatives toward Delivery of Medium-Term Targets>>
To respond to customer needs on an ongoing basis, we will implement initiatives for co-creationan effort to create new added value together with various external partners by constantly evolving the format of collaboration.
l | Roll-out of +d |
As presented in Medium-Term Vision 2015, we have hitherto worked on new value creation centered on mobile communications by pursuing convergence with other industries and services. Going forward, we will further advance these undertakings and embark on a new initiative dubbed +da joint value creation initiative that we plan to promote together with partners, making available to our partners our own business assets, such as our payment platform and point program, etc. To further accelerate this initiative, we will standardize the names of the various services that we offer. In the new arrangement, our services will begin with the letter d, so customers can easily appreciate the various DOCOMO assets that they can utilize.
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l | Co-Creation of Social Values |
We will also work to offer new values to various partners, further evolving the forms of collaboration, which had so far been centered on value creation for consumers. Specifically, in the areas of IoT, Regional Revitalization, 2020, and Solution of Social Issues, we will strive to create new services and businesses in collaboration with partners utilizing the assets of both parties, with the goal of capturing new revenue opportunities in new domains that transcend the confines of industries or business formats.
Through the abovementioned initiatives, we will aim to expand the smart life business and the other businesses while accommodating customer requirements, and thereby achieve our medium-term target of generating ¥100 billion in operating incomes from the smart life business and the other businesses in FY2017 (year ending March 31, 2018).
<<FY2015 Business Management Policies>>
We developed our FY2015 Business Management Policies, positioning FY2015 as the year for making a solid step toward the achievement of our medium-term targets. Considering the attainment of operating income target a matter of utmost importance, we will take actions aimed at increasing our telecommunications services revenues, expanding the smart life business and other businesses and improving our cost efficiency.
l | Actions Aimed at Increasing Telecommunications Services Revenues |
- | Facilitate subscriptions to new billing plan and docomo Hikari service, and strengthen retention measures |
- | Boost packet revenues by encouraging subscriber migration to larger data buckets |
l | Actions Aimed at Expansion of Smart Life Business and Other Businesses |
- | Accelerate measures aimed at expanding the adoption of dmarket and other services, and expand our sphere of service by adding home offerings |
- | Cultivate new demand by stepping up enterprise sales, and step up B2B2C* offerings |
* Abbreviation for Business to Business to Consumer; a business arrangement in which an entity supports the consumer business of another company
l | Cost Efficiency Improvement |
- | Reinforcement of PREMIUM 4GTM service and more efficient use of capital expenditures |
- | Rigorous cost efficiency improvements through structural reforms |
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As a management target for improving our enterprise value, we will aim to achieve at least ¥820 billion in operating income by the fiscal year ending March 31, 2018, committing ourselves to achieving an early recovery of telecommunications business and to implementing New Initiatives toward Delivery of Medium-Term Targets. We also expect to improve our EBITDA margin and ROE through the attainment of these targets.
We will continue to engage ourselves in co-creation of added value for customers in collaboration with partners, so that what is perceived new today can be taken for granted in the future.
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(9) Principal Offices (As of March 31, 2015)
(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, 2015)
Number of Employees (change from March 31, 2014) |
Average Age | Average Length of Employment | ||
25,680 (increase of 820) |
40.5 | 15.2 years |
Notes:
1. | The number of employees includes 331 employees seconded from companies other than the Company or its subsidiaries, but does not include 646 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 2,587,008,900 shares of our company (66.65% of all shares*) as of March 31, 2015. 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 and group management by NTT.
* The percentage of shares held is calculated excluding treasury shares.
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(b) Principal Subsidiaries
There are no subsidiaries that are considered to be principal subsidiaries as of March 31, 2015.
There were 173 subsidiaries and 31 affiliates as of March 31, 2015.
Furthermore, the 25 business-entrusted subsidiaries formerly entrusted with certain important functions for DOCOMOs service provision, such as call center operations, agent reseller support, construction and maintenance of communications network and other activities, were reorganized into 12 companies including DOCOMO CS, Inc.
(c) Material contracts for management of the company
We have entered into a basic agreement for billing and collection activities for telecommunications 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 telecommunications services to NTT Finance.
(12) Principal Creditors
There were no principal creditors as of March 31, 2015
(13) Other Principal Issues on the Current State of the Corporate Group
Under the terms of the shareholders agreement, we exercised in July 2014 our right (option) to make a request to Tata Sons Limited (Tata Sons) that a suitable buyer be found to purchase its Tata Teleservices Limited (TTSL) shares for 50 percent of the acquired price, amounting to 72.5 billion Indian rupees (or approximately 140.7 billion yen*), or at fair value, whichever is higher. Thereafter, in January 2015, we submitted a request for arbitration to the London Court of International Arbitration in order to ensure that Tata Sons fulfills its obligation under the shareholders agreement after it had failed to perform the obligation despite our repeated negotiations with the company.
*1 rupee = 1.94 yen as of March 31, 2015
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2. Company Shares (as of March 31, 2015)
(1) Total number of authorized shares: 17,460,000,000 shares
(2) Total number of issued shares: 4,085,772,000 shares*
* | The total number of issued shares decreased year-on-year by 279,228,000 due to the cancellation of treasury stock on March 31, 2015. |
(3) Number of shareholders: 282,559
(4) Principal Shareholders
Holdings in the Company | ||||||||
Shareholders |
Number of Shares Held |
Shareholding Ratio (%) |
||||||
NIPPON TELEGRAPH AND TELEPHONE CORPORATION | 2,587,008,900 | 66.65 | ||||||
THE MASTER TRUST BANK OF JAPAN, LTD. (TRUST ACCOUNT) | 67,391,700 | 1.74 | ||||||
JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT) | 60,063,400 | 1.55 | ||||||
BARCLAYS CAPITAL INC. | 50,000,000 | 1.29 | ||||||
STATE STREET BANK WEST CLIENT TREATY 505234 | 22,893,637 | 0.59 | ||||||
THE BANK OF NEW YORK MELLON AS DEPOSITARY BANK FOR DEPOSITARY RECEIPT HOLDERS | 21,765,312 | 0.56 | ||||||
THE BANK OF NEW YORK MELLON SA/NV 10 | 21,345,755 | 0.55 | ||||||
STATE STREET BANK AND TRUST COMPANY 505225 | 18,641,762 | 0.48 | ||||||
JP MORGAN CHASE BANK 380055 | 17,559,423 | 0.45 | ||||||
JAPAN TRUSTEE SERVICES BANK, LTD. (TRUST ACCOUNT 5) | 16,926,100 | 0.44 |
Notes:
1. | The Companys holding of treasury stock (204,288,145 shares) is not included in the above. |
2. | The Shareholding Ratio calculation excludes treasury stock. |
(5) Other Principal Issues on the Company Shares
The Company acquired 265,276,121 common shares for an acquisition price of 473.0 billion yen during this period based on a resolution of the Board of Directors in order to strengthen shareholder returns and improve capital efficiency.
Furthermore, we cancelled 279,228,000 treasury stock (approximately 6.4 percent of the total number of issued shares before retirement) on March 31, 2015 based on a resolution of the Board of Directors.
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3. Directors, Corporate Officers and Audit & Supervisory Board Members
(1) Directors and Audit & Supervisory Board Members (as of March 31, 2015)
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 |
Kazuhiro Yoshizawa |
Responsible for Technology, Device and Information Strategy | ||
Senior Executive Vice President Member of the Board of Directors |
Yoshikiyo Sakai |
Responsible for Consumer business, Marketing, Global business and Corporate | ||
Senior Executive Vice President Member of the Board of Directors |
Akira Terasaki |
Responsible for Corporate business, Improvement of business operations and CSR | ||
Executive Vice President Member of the Board of Directors |
Seizo Onoe |
Managing Director of R&D Innovation Division | ||
Executive Vice President Member of the Board of Directors |
Hirotaka Sato |
Responsible for Finance and Business Alliance Managing Director of Accounts and Finance Department | ||
Executive Vice President Member of the Board of Directors |
Kazuhiro Takagi |
Responsible for Corporate Sales Managing Director of Corporate Sales and Marketing Division and Managing Director of TOHOKU Reconstruction Support Office | ||
Executive Vice President Member of the Board of Directors |
Hiroyasu Asami |
Managing Director of Corporate Strategy & Planning Department | ||
Executive Vice President Member of the Board of Directors |
Shoji Suto |
Responsible for Consumer Sales | ||
Executive Vice President Member of the Board of Directors |
Kiyohiro Omatsuzawa |
Responsible for Network and Preparation for 2020 Managing Director of Network Department | ||
Executive Vice President Member of the Board of Directors |
Toshiki Nakayama |
Managing Director of Smart-life Business Division and Managing Director of Smart-life Solutions Department | ||
Senior Vice President Member of the Board of Directors |
Hajime Kii |
Managing Director of Human Resources Management Department Member of the Board of Directors of Tata Teleservices Limited (India) | ||
Senior Vice President Member of the Board of Directors |
Makoto Tani |
Managing Director of General Affairs Department and Managing Director of Improvement Action Office | ||
Member of the Board of Directors |
Teruyasu Murakami |
Director of Research Institute for Industrial Strategy | ||
Member of the Board of Directors |
Takashi Nakamura |
Vice President of Finance and Accounting Department of NIPPON TELEGRAPH AND TELEPHONE CORPORATION |
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Position |
Name |
Primary Responsibilities and Affiliations | ||
Full-time Audit & Supervisory Board Member |
Tooru Kobayashi | |||
Full-time Audit & Supervisory Board Member |
Haruo Morosawa | |||
Full-time Audit & Supervisory Board Member |
Naoto Shiotsuka | |||
Full-time Audit & Supervisory Board Member |
Toshimune Okihara | |||
Audit & Supervisory Board Member |
Eiko Tsujiyama | Professor of Accounting, Faculty of Business & Commerce, Waseda University | ||
Outside Audit & Supervisory Board Member of Mitsubishi Corporation | ||||
Outside Member of the Board of 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, 2015 are as follows: |
Name |
Retirement date | Reason | Position/responsibility at time of retirement | |||
Kazuto Tsubouchi | June 19, 2014 | Term expired | Senior Executive Vice President, Responsible for Global Business and Corporate, Member of the Board of Directors | |||
Fumio Iwasaki | June 19, 2014 | Term expired | Senior Executive Vice President, Responsible for Multimedia and Technology, Member of the Board of Directors | |||
Tsutomu Shindou | June 19, 2014 | Term expired | Executive Vice President, Managing Director of Corporate Sales and Marketing Division and Managing Director of TOHOKU Reconstruction Support Office, Member of the Board of Directors | |||
Takashi Tanaka | June 19, 2014 | Term expired | Executive Vice President, Responsible for Consumer Sales and Branches in Kanto and Koshinetsu areas, Members of the Board of Directors | |||
Wataru Kagawa | June 19, 2014 | Term expired | Executive Vice President, Responsible for CSR, Managing Director of General Affairs Department, Managing Director of Corporate Social Responsibility Department and Managing Director of Improvement Action Office, Member of the Board of Directors | |||
Kiyoshi Tokuhiro | June 19, 2014 | Term expired | Executive Vice President, Responsible for Network, Managing Director of Network Department, Member of the Board of Directors |
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Name |
Retirement date | Reason | Position/responsibility at time of retirement | |||
Ryuji Yamada | June 19, 2014 | Term expired | Chief Strategic Advisor, Member of the Board of Directors | |||
Takanori Utano | June 19, 2014 | resigned | Full-time Audit & Supervisory Board Member | |||
Kenji Ota | June 19, 2014 | resigned | Full-time Audit & Supervisory Board Member |
2. | Members of the board of directors and audit &supervisory board members elected at the 23rd Annual General Meeting of Shareholders held on June 19, 2014 are as follows: |
Name |
Inauguration Date | Position of Inauguration |
Responsibility of Inauguration | |||
Yoshikiyo Sakai | June 26, 2014 | Senior Executive Vice President Member of the Board of Directors |
Responsible for Consumer business, Marketing, Global Business and Corporate | |||
Akira Terasaki | June 19, 2014 | Senior Executive Vice President Member of the Board of Directors |
Responsible for Corporate business, Improvement of business operations and CSR | |||
Hiroyasu Asami | June 19, 2014 | Executive Vice President Member of the Board of Directors | Managing Director of Corporate Strategy & Planning Department | |||
Shoji Suto | June 19, 2014 | Executive Vice President Member of the Board of Directors | Responsible for Consumer Sales and Branches in Kanto and Koshinetsu areas | |||
Kiyohiro Omatsuzawa | June 19, 2014 | Executive Vice President Member of the Board of Directors | Responsible for Network and Preparation for 2020, Managing Director of Network Department | |||
Toshiki Nakayama | June 19, 2014 | Executive Vice President Member of the Board of Directors | Managing Director of Smart-life Business Division and Managing Director of Smart-life Solutions Department | |||
Hajime Kii | June 19, 2014 | Senior Vice President Member of the Board of Directors | Managing Director of Human Resources Management Department | |||
Makoto Tani | June 19, 2014 | Senior Vice President Member of the Board of Directors | Managing Director of General Affairs Department and Managing Director of Improvement Action Office | |||
Tooru Kobayashi | June 19, 2014 | Full-time Audit & Supervisory Board Member | - | |||
Toshimune Okihara | June 19, 2014 | Full-time Audit & Supervisory Board Member | - |
34
3. | Changes in responsibilities of the members of the board of directors and audit & supervisory board members during the fiscal year ended March 31, 2015 are as follows: |
Name |
Effective date |
Current Positions and Responsibilities |
Previous Positions and Responsibilities | |||
Kazuhiro Yoshizawa |
June 19, 2014 | Senior Executive Vice President, Responsible for Technology, Device and Information Strategy, Member of the Board of Directors | Executive Vice President, Managing Director of Corporate Strategy & Planning Department, Managing Director of Structural Reform Office, and Responsible for Mobile Society Research Institute, Member of the Board of Directors | |||
Hirotaka Sato | June 19, 2014 | Executive Vice President, Responsible for Finance and Business Alliance, Managing Director of Accounts and Finance Department, Member of the Board of Directors | Senior Vice President, Managing Director of Accounts and Finance Department, Member of the Board of Directors | |||
Kazuhiro Takagi | June 19, 2014 | Executive Vice President, Responsible for Corporate Sales, Managing Director of Corporate Sales and Marketing Division and Managing Director of TOHOKU Reconstruction Support Office, Member of the Board of Directors | Senior Vice President, Managing Director of Human Resources Management Department, Member of the Board of Directors | |||
Seizo Onoe | July 1, 2014 | Executive Vice President, Managing Director of R&D Innovation Division, Member of the Board of Directors | Executive Vice President, Managing Director of R&D Center, Member of the Board of Directors | |||
Shoji Suto | July 1, 2014 | Executive Vice President, Responsible for Consumer Sales, Member of the Board of Directors | Executive Vice President, Responsible for Consumer Sales and Branches in Kanto and Koshinetsu areas, Member of the Board of Directors |
35
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, Toshimune Okihara 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/auditor 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 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 Companys business results for the current term. Also, directors make monthly contributions of at least a certain amount for the purchase of the Companys 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.
36
(b) Total Compensation for the board of directors and audit & supervisory board members for the Fiscal Year Ended March 31, 2015
Position |
Number of Persons | Total Compensation (Millions of yen) | ||
Director |
21 | 524 | ||
Audit & Supervisory Board Member |
7 | 129 | ||
|
| |||
Total |
28 | 654 | ||
|
|
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 seven directors and two audit & supervisory board members who retired at the conclusion of the 23rd ordinary general meeting of shareholders held on June 19, 2014. |
3. | Compensation for directors includes ¥98 million in bonuses paid in the fiscal year ended March 31, 2015. |
(3) Outside Member of the Board of Directors and Outside Audit & Supervisory Board Members
(a) Principal activities of outside member of the board of directors and outside audit & supervisory board members
Position |
Name |
Attendance Rate of Board of Directors Meetings (Number of Meetings Attended) |
Attendance Rate of Audit & Supervisory Board Meetings (Number of Meetings Attended) |
Principal Activities | ||||
Outside Member of the Board of Directors |
Teruyasu Murakami |
100% (16/16) |
| He used his extensive experience in corporate management in the ICT and information industries to make appropriate comments from a perspective independent from the Companys business operations. | ||||
Takashi Nakamura |
93.8% (15/16) |
| He used his extensive experience in the telecommunications business to make appropriate comments from a perspective independent from the Companys business operations. |
37
Outside Audit & Supervisory Board Members |
Haruo Morosawa |
100% (16/16) |
100% (14/14) |
He made appropriate comments from his expert perspective gained through his work experience in the Board of Audit of Japan.
| ||||
Naoto Shiotsuka |
100% (16/16) |
100% (14/14) |
He 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.
| |||||
Toshimune Okihara |
100% (12/12) |
100% (9/9) |
He made appropriate comments from his experience and extensive knowledge due to the career and engagement in businesses pertaining to telecommunications and corporate management.
| |||||
Eiko Tsujiyama |
93.8% (15/16) |
100% (14/14) |
She 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.
|
Note: | The principal activities of audit & supervisory board member Toshimune Okihara are shown for after his appointment in June 2014. |
(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, Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 of the Companies Act. The compensation of liability is the minimum amount in accordance with Article 425, Paragraph 1 of the Companies Act.
(c) Total compensation to outside directors in the fiscal year ended March 31, 2015
Number of persons |
Total compensation (Millions of yen) |
|||
5 |
101 |
38
Note: | In addition, total compensation of outside directors as directors of the Companys parent companys subsidiaries was 4 million yen. |
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, 2015
Details |
Amount (Millions of yen) | |
Audit fees for the independent auditor in the fiscal year ended March 31, 2015 | 680 | |
Total monetary and other financial benefits payable by the Company and its subsidiaries | 865 |
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, 2015 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, Paragraph 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 Audit & Supervisory Board may determine the content of a proposal to the general meeting of shareholders that the independent auditor be discharged or not be reappointed.
Note: | In connection with the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) on May 1, 2015, the body deciding proposals concerning the discharging or non-reappointment of independent auditors was changed from the Board of Directors to the Audit & Supervisory Board, and the content above has already been reflected this alteration. |
39
5. Systems for Ensuring the Propriety of the Companys Business Activities
A summary of the Board of Directors resolutions concerning the development of systems to ensure the propriety of the Companys 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 Companys 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 companys 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.
40
(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.
(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 |
i. | System for reporting matters concerning the execution of duties of directors, etc. of subsidiaries to the company |
In accordance with the rules stipulating fundamental matters relating to the management of affiliated companies for the purpose of the comprehensive development and improvement of performance of the Group, affiliated companies will consult with or report to the Company.
ii. | Regulations and other systems relating to the management of loss risks of subsidiaries |
Intrinsic risks in the Group are managed in accordance with the rules concerning risk management, and risk management for Group companies is conducted according to their scale and business type.
iii. | System to ensure that the performance of duties by directors, etc. of subsidiaries is conducted efficiently |
Group companies establish decision-making rules and authority in duties according to their scale and business type, and consult or report on principal issues relating to the business operations of the Group as a whole.
iv. | System to ensure that the performance of duties by directors, etc. and employees of subsidiaries conform with laws and regulations and the Companys Articles of Incorporation |
We have established the NTT DOCOMO Group Code of Ethics as a uniform code of ethics for the Group, and all Group companies strive to comply with this code of ethics. Furthermore, subsidiaries officers responsible for corporate ethics report to the Company when they identify a problematic situation involving a management executive, and the Company provides the necessary guidance on the appropriate response.
v. | Other systems to ensure appropriate operations |
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.
41
(f). | System to ensure the effectiveness of audits by audit & supervisory board members |
i. | Matters relevant to employees assistance to the duties of audit & supervisory board members if their assignment is requested |
The Audit & Supervisory Board Members 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.
ii. | Matters relevant to the independence of the employees in (i.) above from directors |
We provide the Audit & Supervisory Board with advance explanations concerning matters such as transfers and assessment of personnel who belong to the Audit & Supervisory Board Members Office, and pay respectful attention to the boards opinions before acting on such matters.
iii. | Matters relevant to ensuring the effectiveness of instructions of audit & supervisory board members to the employees in (i) above |
Employees who belong to the Audit & Supervisory Board Members Office exclusively follow the directions and commands of audit & supervisory board members.
iv. | System for reporting to audit & supervisory board members by directors and employees |
Directors, executive officers, 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.
v. | System for reporting to the Companys audit & supervisory board members by subsidiaries directors, audit & supervisory board members and other equivalent persons and employees, or persons who have received reports from such persons |
The matters to be reported in (iv) above shall include material information reported by Group companies.
vi. | System to ensure that persons making reports in the above items (iv) and (v) are not treated disadvantageously due to making the report |
Persons who make reports in the above items (iv) and (v) are not treated disadvantageously due to making the report.
vii. | Matters relevant to procedures policy on the expense or debts arising from the execution such an advance payment or reimbursement of expenses arising from the execution of duties by audit & supervisory board members |
Audit & supervisory board members may claim necessary expenses for the execution of their duties, and the Company must make the necessary payments based on such claims.
viii. | 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, representative directors endeavor to establish a system enabling audit & supervisory board members to hold regular and occasional meetings with internal audit staff and independent auditors.
42
Note: | In connection with the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) and the Ministerial Ordinance to Amend Part of the Ordinance for Enforcement of the Companies Act (Ministry of Justice Ordinance No. 6 of 2015) on May 1, 2015, the content from (e) System to ensure the propriety of the business activities of the corporate group consisting of the Company, its parent company, and its subsidiaries has been changed to be more specific and clear in line with the amendments to the law and ordinance, and the changed content is shown. |
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
CONSOLIDATED BALANCE SHEET [U.S. GAAP]
Millions of yen | ||||
March 31, 2015 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
¥ | 105,553 | ||
Short-term investments |
243,757 | |||
Accounts receivable |
264,591 | |||
Receivables held for sale |
897,999 | |||
Credit card receivables |
234,412 | |||
Other receivables |
327,275 | |||
Allowance for doubtful accounts |
(14,100 | ) | ||
Inventories |
186,275 | |||
Deferred tax assets |
61,512 | |||
Prepaid expenses and other current assets |
108,102 | |||
|
|
|||
Total current assets |
2,415,376 | |||
|
|
|||
Property, plant and equipment: |
||||
Wireless telecommunications equipment |
5,027,390 | |||
Buildings and structures |
890,382 | |||
Tools, furniture and fixtures |
508,810 | |||
Land |
200,736 | |||
Construction in progress |
193,497 | |||
Accumulated depreciation and amortization |
(4,309,748 | ) | ||
|
|
|||
Total property, plant and equipment, net |
2,511,067 | |||
|
|
|||
Non-current investments and other assets: |
||||
Investments in affiliates |
439,070 | |||
Marketable securities and other investments |
195,047 | |||
Intangible assets, net |
636,319 | |||
Goodwill |
266,311 | |||
Other assets |
445,723 | |||
Deferred tax assets |
237,427 | |||
|
|
|||
Total non-current investments and other assets |
2,219,897 | |||
|
|
|||
Total assets |
¥ | 7,146,340 | ||
|
|
|||
LIABILITIES AND EQUITY |
||||
Current liabilities: |
||||
Current portion of long-term debt |
¥ | 203 | ||
Short-term borrowings |
2,048 | |||
Accounts payable, trade |
811,799 | |||
Accrued payroll |
54,955 | |||
Accrued income taxes |
68,563 | |||
Other current liabilities |
176,734 | |||
|
|
|||
Total current liabilities |
1,114,302 | |||
|
|
|||
Long-term liabilities: |
||||
Long-term debt (exclusive of current portion) |
220,400 | |||
Accrued liabilities for point programs |
89,929 | |||
Liability for employees retirement benefits |
173,872 | |||
Other long-term liabilities |
129,632 | |||
|
|
|||
Total long-term liabilities |
613,833 | |||
|
|
|||
Total liabilities |
1,728,135 | |||
|
|
|||
Redeemable noncontrolling interests |
15,589 | |||
|
|
|||
Equity: |
||||
NTT DOCOMO, INC. shareholders equity |
||||
Common stock |
949,680 | |||
Additional paid-in capital |
339,783 | |||
Retained earnings |
4,397,228 | |||
Accumulated other comprehensive income (loss) |
52,599 | |||
Treasury stock |
(359,218 | ) | ||
Total NTT DOCOMO, INC. shareholders equity |
5,380,072 | |||
Noncontrolling interests |
22,544 | |||
|
|
|||
Total equity |
5,402,616 | |||
|
|
|||
Total liabilities and equity |
¥ | 7,146,340 | ||
|
|
(Note) Amounts are rounded off to the nearest 1 million yen.
44
CONSOLIDATED STATEMENT OF INCOME [U.S.GAAP]
Millions of yen | ||||
Year ended March 31, 2015 (April 1, 2014 - March 31, 2015)
|
||||
Operating revenues: |
||||
Telecommunications services |
¥ | 2,747,155 | ||
Equipment sales |
904,089 | |||
Other operating revenues |
732,153 | |||
|
|
|||
Total operating revenues |
4,383,397 | |||
|
|
|||
Operating expenses: |
||||
Cost of services (exclusive of items shown separately below) |
1,159,514 | |||
Cost of equipment sold (exclusive of items shown separately below) |
853,062 | |||
Depreciation and amortization |
659,787 | |||
Impairment loss |
30,161 | |||
Selling, general and administrative |
1,041,802 | |||
|
|
|||
Total operating expenses |
3,744,326 | |||
|
|
|||
Operating income |
639,071 | |||
|
|
|||
Other income (expense): |
||||
Interest expense |
(797 | ) | ||
Interest income |
1,283 | |||
Other, net |
4,326 | |||
|
|
|||
Total other income (expense) |
4,812 | |||
|
|
|||
Income before income taxes and equity in net income (losses) of affiliates |
643,883 | |||
|
|
|||
Income taxes: |
||||
Current |
218,552 | |||
Deferred |
19,515 | |||
|
|
|||
Total income taxes |
238,067 | |||
|
|
|||
Income before equity in net income (losses) of affiliates |
405,816 | |||
|
|
|||
Equity in net income (losses) of affiliates (including impairment charges of investments in affiliates) |
(7,782 | ) | ||
|
|
|||
Net income |
398,034 | |||
|
|
|||
Less: Net (income) loss attributable to noncontrolling interests |
12,059 | |||
|
|
|||
Net income attributable to NTT DOCOMO, INC. |
¥ | 410,093 | ||
|
|
(Note) Amounts are rounded off to the nearest 1 million yen.
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY [U.S.GAAP]
For the Fiscal Year Ended March 31, 2015 (April 1, 2014 March 31, 2015) |
(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 as of March 31, 2014 |
¥ 949,680 | ¥ 732,875 | ¥ 4,328,389 | ¥ 9,590 | ¥ (377,168 | ) | ¥ 5,643,366 | ¥ 35,278 | ¥ 5,678,644 | |||||||||||||||||||||||
Purchase of treasury stock |
(473,036 | ) | (473,036 | ) | (473,036 | ) | ||||||||||||||||||||||||||
Retirement of treasury stock |
(393,092 | ) | (97,894 | ) | 490,986 | | | |||||||||||||||||||||||||
Cash dividends declared to NTT DOCOMO, INC. shareholders |
(243,360 | ) | (243,360 | ) | (243,360 | ) | ||||||||||||||||||||||||||
Cash distributions to noncontrolling interests |
| (1,061 | ) | (1,061 | ) | |||||||||||||||||||||||||||
Acquisition of new subsidiaries |
| 732 | 732 | |||||||||||||||||||||||||||||
Others |
| (2 | ) | (2 | ) | |||||||||||||||||||||||||||
Net income |
410,093 | 410,093 | (12,777 | ) | 397,316 | |||||||||||||||||||||||||||
Other comprehensive income(loss) |
43,009 | 43,009 | 374 | 43,383 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of March 31, 2015 |
¥ 949,680 | ¥ 339,783 | ¥ 4,397,228 | ¥ 52,599 | ¥ (359,218 | ) | ¥ 5,380,072 | ¥ 22,544 | ¥ 5,402,616 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Notes) |
1. Amounts are rounded off to the nearest 1 million yen. | |
2. Changes in the redeemable noncontrolling interest are not included in the table. |
46
(Reference) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME [U.S.GAAP]
Millions of yen | ||||
Year ended March 31, 2015 (April 1, 2014 - March 31, 2015) |
||||
Net income |
¥ | 398,034 | ||
Other comprehensive income (loss): |
||||
Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes |
22,588 | |||
Unrealized gains (losses) on cash flow hedges, net of applicable taxes |
(4 | ) | ||
Foreign currency translation adjustment, net of applicable taxes |
29,678 | |||
Pension liability adjustment, net of applicable taxes |
(8,877 | ) | ||
|
|
|||
Total other comprehensive income (loss) |
43,385 | |||
|
|
|||
Comprehensive income |
441,419 | |||
|
|
|||
Less: Comprehensive (income) loss attributable to noncontrolling interests |
11,683 | |||
|
|
|||
Comprehensive income attributable to NTT DOCOMO, INC. |
¥ | 453,102 | ||
|
|
(Note) Amounts are rounded off to the nearest 1 million yen.
47
NON-CONSOLIDATED BALANCE SHEET (As of March 31, 2015)
(Millions of yen)
ASSETS |
||||
Non-current assets |
||||
Non-current assets for telecommunication businesses |
||||
Property, plant and equipment |
||||
Machinery and equipment |
¥ | 965,884 | ||
Antenna facilities |
570,645 | |||
Telecommunications line facilities |
31,013 | |||
Pipe and hand holes |
12,714 | |||
Building |
327,338 | |||
Structures |
76,205 | |||
Other machinery and equipment |
3,572 | |||
Vehicles |
137 | |||
Tools, furniture and fixtures |
79,750 | |||
Land |
197,484 | |||
Lease assets |
282 | |||
Construction in progress |
136,417 | |||
|
|
|||
Total property, plant and equipment |
2,401,449 | |||
|
|
|||
Intangible assets |
||||
Rights to use utility facilities |
12,680 | |||
Software |
534,538 | |||
Patents |
221 | |||
Leasehold rights |
57,067 | |||
Lease assets |
31 | |||
Other intangible assets |
24,692 | |||
|
|
|||
Total intangible assets |
629,231 | |||
|
|
|||
Total non-current assets for telecommunication businesses |
3,030,681 | |||
|
|
|||
Investments and other assets |
||||
Investment securities |
441,943 | |||
Shares of affiliated companies |
367,054 | |||
Other investments in affiliated companies |
42,005 | |||
Contributions in affiliated companies |
5,213 | |||
Long-term loan receivable |
93 | |||
Long-term loan receivable in affiliated companies |
31,055 | |||
Long-term prepaid expenses |
19,989 | |||
Long-term accounts receivable, other |
256,119 | |||
Deferred tax assets |
102,309 | |||
Other investments and other assets |
84,924 | |||
Allowance for doubtful accounts |
(27,719 | ) | ||
|
|
|||
Total investments and other assets |
1,322,989 | |||
|
|
|||
Total non-current assets |
4,353,670 | |||
|
|
|||
Current assets |
||||
Cash and bank deposits |
25,900 | |||
Accounts receivable, trade |
499,115 | |||
Accounts receivable, other |
1,199,668 | |||
Inventories and supplies |
222,614 | |||
Advances |
7,832 | |||
Prepaid expenses |
32,154 | |||
Deposits |
251,930 | |||
Deferred tax assets |
39,991 | |||
Other current assets |
68,266 | |||
Allowance for doubtful accounts |
(36,353 | ) | ||
|
|
|||
Total current assets |
2,311,121 | |||
|
|
|||
Total assets |
¥ | 6,664,791 | ||
|
|
(Note) Amounts are rounded down to the nearest 1 million yen.
(Millions of yen)
LIABILITIES |
||||
Long-term liabilities |
||||
Bonds |
¥ | 220,000 | ||
Lease obligations |
301 | |||
Liability for employees retirement benefits |
130,906 | |||
Accrued liabilities for loyalty programs |
119,029 | |||
Asset retirement obligations |
2,797 | |||
Other long-term liabilities |
598 | |||
|
|
|||
Total long-term liabilities |
473,633 | |||
|
|
|||
Current liabilities |
||||
Accounts payable, trade |
287,164 | |||
Lease obligations |
208 | |||
Accounts payable, other |
547,649 | |||
Accrued expenses |
11,507 | |||
Accrued income taxes |
56,834 | |||
Advances received |
8,441 | |||
Deposits received |
76,221 | |||
Other current liabilities |
35,186 | |||
|
|
|||
Total current liabilities |
1,023,213 | |||
|
|
|||
Total liabilities |
1,496,846 | |||
|
|
|||
NET ASSETS |
||||
Shareholders equity |
||||
Common stock |
949,679 | |||
|
|
|||
Capital surplus |
||||
Capital legal reserve |
292,385 | |||
|
|
|||
Total capital surplus |
292,385 | |||
|
|
|||
Earned surplus |
||||
Earned legal reserve |
4,099 | |||
Other earned surplus |
||||
Accelerated depreciation reserve |
73 | |||
General reserve |
358,000 | |||
Earned surplus brought forward |
3,831,284 | |||
|
|
|||
Total earned surplus |
4,193,458 | |||
|
|
|||
Treasury stock |
(359,217 | ) | ||
|
|
|||
Total shareholders equity |
5,076,304 | |||
|
|
|||
Valuation and translation adjustments |
||||
Net unrealized holding gains or losses on securities |
91,639 | |||
|
|
|||
Total valuation and translation adjustments |
91,639 | |||
|
|
|||
Total net assets |
5,167,944 | |||
|
|
|||
Total liabilities and net assets |
¥ | 6,664,791 | ||
|
|
(Note) Amounts are rounded down to the nearest 1 million yen.
48
NON-CONSOLIDATED STATEMENT OF INCOME
For the Year ended March 31, 2015 (April 1, 2014- March 31, 2015)
(Millions of yen)
Recurring profits and losses |
||||||||
Operating revenues and expenses |
||||||||
Telecommunication businesses |
||||||||
Operating revenues |
||||||||
Voice transmission services |
¥ | 876,369 | ||||||
Data transmission services |
1,963,603 | |||||||
Other |
42,822 | ¥ | 2,882,795 | |||||
|
|
|||||||
Operating expenses |
||||||||
Sales expenses |
817,761 | |||||||
Facility maintenance expenses |
328,253 | |||||||
General expenses |
53,839 | |||||||
Administrative expenses |
61,090 | |||||||
Research expenses |
61,166 | |||||||
Depreciation and amortization |
622,181 | |||||||
Loss on disposal of property, plant and equipment and intangible assets |
64,581 | |||||||
Communication network charges |
242,301 | |||||||
Taxes and public dues |
39,757 | 2,290,933 | ||||||
|
|
|
|
|||||
Operating income from telecommunication businesses |
591,862 | |||||||
Supplementary businesses |
||||||||
Operating revenues |
1,402,661 | |||||||
Operating expenses |
1,374,919 | |||||||
|
|
|||||||
Operating income (losses) from supplementary businesses |
27,742 | |||||||
|
|
|||||||
Total operating income |
619,604 | |||||||
Non-operating revenues and expenses |
||||||||
Non-operating revenues |
||||||||
Interest income |
1,661 | |||||||
Interest income-securities |
170 | |||||||
Dividend income |
31,079 | |||||||
Rental income |
7,146 | |||||||
Miscellaneous income |
5,942 | 46,000 | ||||||
|
|
|||||||
Non-operating expenses |
||||||||
Interest expense |
144 | |||||||
Interest expense-bonds |
2,590 | |||||||
Provision for doubtful accounts for an affiliated company |
50,200 | |||||||
Miscellaneous expenses |
4,483 | 57,418 | ||||||
|
|
|
|
|||||
Recurring profit |
608,186 | |||||||
|
|
|||||||
Extraordinary profit |
||||||||
Gain on liquidation of an affiliated company |
2,989 | 2,989 | ||||||
|
|
|||||||
Extraordinary Loss |
||||||||
Write-downs of investment in shares of affiliated companies |
33,912 | |||||||
Impairment loss |
1,435 | 35,347 | ||||||
|
|
|
|
|||||
Income before income taxes |
575,828 | |||||||
Income taxes-current |
198,500 | |||||||
Income taxes-deferred |
17,988 | |||||||
|
|
|||||||
Net income |
¥ | 359,339 | ||||||
|
|
(Note) Amounts are rounded down to the nearest 1 million yen.
49
NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the Year ended March 31, 2015 (April 1, 2014 - March 31, 2015)
(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 as of April 1, 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 | |||||||||||||||||||||
Cumulative effects of changes in accounting policies |
5,200 | 5,200 | 5,200 | |||||||||||||||||||||||||||||||||||||||||
Restated balance |
¥ | 949,679 | ¥ | 292,385 | ¥ | 393,092 | ¥ | 685,477 | ¥ | 4,099 | ¥ | 95 | ¥ | 358,000 | ¥ | 3,813,177 | ¥ | 4,175,372 | ¥ | (377,167 | ) | ¥ | 5,433,361 | |||||||||||||||||||||
Changes during the annual period |
||||||||||||||||||||||||||||||||||||||||||||
Reversal of accelerated depreciation reserve |
(21 | ) | 21 | - | - | |||||||||||||||||||||||||||||||||||||||
Dividends from surplus |
(243,359 | ) | (243,359 | ) | (243,359 | ) | ||||||||||||||||||||||||||||||||||||||
Net income |
359,339 | 359,339 | 359,339 | |||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(473,035 | ) | (473,035 | ) | ||||||||||||||||||||||||||||||||||||||||
Retirement of treasury stock |
(393,092 | ) | (393,092 | ) | (97,894 | ) | (97,894 | ) | 490,986 | - | ||||||||||||||||||||||||||||||||||
Net changes other than shareholders equity |
||||||||||||||||||||||||||||||||||||||||||||
The total amount of changes during the annual period |
- | - | (393,092 | ) | (393,092 | ) | - | (21 | ) | - | 18,107 | 18,085 | 17,950 | (357,056 | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of March 31, 2015 |
¥ | 949,679 | ¥ | 292,385 | ¥ | - | ¥ | 292,385 | ¥ | 4,099 | ¥ | 73 | ¥ | 358,000 | ¥ | 3,831,284 | ¥ | 4,193,458 | ¥ | (359,217 | ) | ¥ | 5,076,304 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note) Amounts are rounded down to the nearest 1 million yen.
50
(Millions of yen)
Valuation and translation adjustments | Total net assets | |||||||||||
Net unrealized holding gains or losses on securities |
Total valuation and translation adjustments |
|||||||||||
Balance as of April 1, 2014 |
¥ | 43,738 | ¥ | 43,738 | ¥ | 5,471,898 | ||||||
Cumulative effects of changes in accounting policies |
5,200 | |||||||||||
Restated balance |
¥ | 43,738 | ¥ | 43,738 | ¥ | 5,477,099 | ||||||
Changes during the annual period |
||||||||||||
Reversal of accelerated depreciation reserve |
- | |||||||||||
Dividends from surplus |
(243,359 | ) | ||||||||||
Net income |
359,339 | |||||||||||
Purchase of treasury stock |
(473,035 | ) | ||||||||||
Retirement of treasury stock |
- | |||||||||||
Net changes other than shareholders equity |
47,901 | 47,901 | 47,901 | |||||||||
The total amount of changes during the annual period |
47,901 | 47,901 | (309,154 | ) | ||||||||
|
|
|
|
|
|
|||||||
Balance as of March 31, 2015 |
¥ | 91,639 | ¥ | 91,639 | ¥ | 5,167,944 | ||||||
|
|
|
|
|
|
(Note) Amounts are rounded down to the nearest 1 million yen.
51
[English Translation of the Auditors Report Originally Issued in the Japanese Language]
Independent Auditors Report
May 8, 2015
The Board of Directors
NTT DOCOMO, INC.
KPMG AZSA LLC
Hideki Amano (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, 2015 and for the year from April 1, 2014 to March 31, 2015 in accordance with Article 444-4 of the Companies Act.
Managements 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.
Auditors 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.
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 entitys 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 entitys 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.
52
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 Auditors Report:
The Independent Auditors Report herein is the English translation of the Independent Auditors Report as required by the Companies Act.
53
Independent Auditors Report
May 8, 2015
The Board of Directors
NTT DOCOMO, INC.
KPMG AZSA LLC
Hideki Amano (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, 2015 and for the year from April 1, 2014 to March 31, 2015 in accordance with Article 436-2-1 of the Companies Act.
Managements 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.
Auditors 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 entitys 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 entitys 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.
54
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 Auditors Report:
The Independent Auditors Report herein is the English translation of the Independent Auditors Report as required by the Companies Act.
55
[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 24th fiscal year from April 1, 2014 to March 31, 2015. 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 companys 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 Companys 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, 2015 (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. |
56
(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.
(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 14, 2015 | ||||
Audit & Supervisory Board Members of NTT DOCOMO, INC. |
||||
Tooru Kobayashi, Full-time Audit & Supervisory Board Member |
seal | |||
Haruo Morosawa, Full-time (Outside) Audit & Supervisory Board Member |
seal | |||
Naoto Shiotsuka, Full-time (Outside) Audit & Supervisory Board Member |
seal | |||
Toshimune Okihara, Full-time (Outside) Audit & Supervisory Board Member |
seal | |||
Eiko Tsujiyama, (Outside) Audit & Supervisory Board Member |
seal |
57
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).
58
(Reference) FINANCIAL INDICATORS AND OTHERS
i. | Indicators |
Year ended March 31, 2014 | Year ended March 31, 2015 | |||||||
Indicators of Profitability and Efficiency |
||||||||
EBITDA (billions of yen) |
¥ | 1,572.2 | ¥ | 1,369.1 | ||||
EBITDA margin (%) |
35.2 | 31.2 | ||||||
ROE (%) * Net income attributable to NTT DOCOMO, INC. / Shareholders equity (1) |
8.4 | 7.4 | ||||||
Indicators of Financial Stability |
||||||||
Shareholders equity ratio (%) * NTT DOCOMO, INC. shareholders equity / Total assets |
75.2 | 75.3 | ||||||
Debt to Equity ratio (multiple) * Interest bearing liabilities / NTT DOCOMO, INC. shareholders equity |
0.041 | 0.041 | ||||||
Interest bearing liabilities / EBITDA ratio (multiple) |
0.15 | 0.16 | ||||||
Indicators of Company Value |
||||||||
EPS (yen) * Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. |
¥ | 112.07 | ¥ | 101.55 | ||||
PER (multiple) * Market value of total share capital / Net income attributable to NTT DOCOMO, INC |
14.53 | 19.74 | ||||||
PBR (multiple) * Market value of total share capital / NTT DOCOMO, INC. shareholders equity |
1.20 | 1.50 | ||||||
Dividend payout ratio (%) * Yearly dividend per share / Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. |
53.5 | 64.0 | ||||||
Dividend yield (%) * Yearly dividend per share / Closing share price as of the end of the fiscal period |
3.7 | 3.1 | ||||||
Market value of total share capital (billions of yen) * Closing share price multiplied by the number of outstanding shares |
6,750.9 | 8,094.8 |
(Note) |
Shareholders equity = Two period ends average of NTT DOCOMO, INC. shareholders equity |
ii. | Cash Flow Conditions |
Billions of yen | ||||||||
Year ended March 31, 2014 | Year ended March 31, 2015 | |||||||
Net cash provided by operating activities |
¥ | 1,000.6 | ¥ | 963.0 | ||||
Net cash used in investing activities |
(703.6 | ) | (651.2 | ) | ||||
Net cash provided by (used in) financing activities |
(269.8 | ) | (734.3 | ) | ||||
Free cash flows (1) |
297.1 | 311.8 | ||||||
Free cash flows excluding changes in investments for cash management purposes (2) |
257.2 | 295.6 |
(Notes) |
1. Free cash flows = Net cash provided by operating activities + Net cash used in investing activities | |
2. Changes in investments for cash management purposes = Changes by purchases, redemption at maturity and disposals of financial instruments held for cash management purposes with original maturities of longer than three months |
59
(Reference) RECONCILIATIONS OF THE DISCLOSED NON-GAAP MEASURES (CONSOLIDATED)
The reconciliation tables below show the reconciliations of the disclosed non-GAAP measures to the most directly comparable GAAP measures.
i. | EBITDA and EBITDA margin |
Billions of yen | ||||||||
Year ended March 31, 2014 | Year ended March 31, 2015 | |||||||
a. EBITDA |
¥ | 1,572.2 | ¥ | 1,369.1 | ||||
|
|
|
|
|||||
Depreciation and amortization |
(718.7 | ) | (659.8 | ) | ||||
Loss on sale or disposal of property, plant and equipment |
(34.3 | ) | (40.1 | ) | ||||
Impairment loss |
- | (30.2 | ) | |||||
|
|
|
|
|||||
Operating income |
819.2 | 639.1 | ||||||
|
|
|
|
|||||
Other income (expense) |
13.9 | 4.8 | ||||||
Income taxes |
(308.0 | ) | (238.1 | ) | ||||
Equity in net income (losses) of affiliates |
(69.1 | ) | (7.8 | ) | ||||
Less: Net (income) loss attributable to noncontrolling interests |
8.8 | 12.1 | ||||||
|
|
|
|
|||||
b. Net income attributable to NTT DOCOMO, INC. |
464.7 | 410.1 | ||||||
|
|
|
|
|||||
c. Operating revenues |
4,461.2 | 4,383.4 | ||||||
|
|
|
|
|||||
EBITDA margin (=a/c) |
35.2 | % | 31.2 | % | ||||
Net income margin (=b/c) |
10.4 | % | 9.4 | % | ||||
|
|
|
|
(Note) | EBITDA and EBITDA margin, as we use them, are different from EBITDA as used in Item 10(e) of regulation S-K and may not be comparable to similarly titled measures used by other companies. |
ii. | ROE |
Billions of yen | ||||||||
Year ended March 31, 2014 | Year ended March 31, 2015 | |||||||
a. Net income attributable to NTT DOCOMO, INC. |
¥ | 464.7 | ¥ | 410.1 | ||||
b. Shareholders equity |
5,505.9 | 5,511.7 | ||||||
|
|
|
|
|||||
ROE (=a/b) |
8.4 | % | 7.4 | % | ||||
|
|
|
|
(Note) | Shareholders equity = Two period ends average of NTT DOCOMO, INC. shareholders equity |
iii. | Free cash flows excluding changes in investments for cash management purposes |
Billions of yen | ||||||||
Year ended March 31, 2014 | Year ended March 31, 2015 | |||||||
Net cash provided by operating activities |
¥ | 1,000.6 | ¥ | 963.0 | ||||
Net cash used in investing activities |
(703.6 | ) | (651.2 | ) | ||||
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Free cash flows |
297.1 | 311.8 | ||||||
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Changes in investments for cash management purposes |
39.9 | 16.2 | ||||||
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Free cash flows excluding changes in investments for cash |
257.2 | 295.6 | ||||||
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(Notes) | 1. | Changes in investments for cash management purposes were derived from purchases, redemption at maturity and disposals of financial instruments held for cash management purposes with original maturities of longer than three months. | ||
2. | Net cash used in investing activities includes changes in investments for cash management purposes for the years ended March 31, 2014 and 2015. |
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