Form 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2009.
Commission File Number: 001-31221
Total number of pages: 15
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 þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if
submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T
Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under the rules of the home
country exchange on which the registrants securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been distributed to the
registrants security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes o
No þ
If Yes is
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-___
Information furnished in this form:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
NTT DoCoMo, Inc.
|
|
Date: November 4, 2009 |
By: |
/s/ OSAMU HIROKADO
|
|
|
|
Osamu Hirokado |
|
|
|
Head of Investor Relations |
|
|
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2009 and MARCH 31, 2009
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
September 30, 2009 |
|
|
March 31, 2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
¥ |
550,642 |
|
|
¥ |
599,548 |
|
Short-term investments |
|
|
32,158 |
|
|
|
2,448 |
|
Accounts receivable |
|
|
779,913 |
|
|
|
835,063 |
|
Allowance for doubtful accounts |
|
|
(17,105 |
) |
|
|
(15,072 |
) |
Inventories |
|
|
178,787 |
|
|
|
123,206 |
|
Deferred tax assets |
|
|
99,852 |
|
|
|
102,903 |
|
Prepaid expenses and other current assets |
|
|
207,675 |
|
|
|
179,632 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,831,922 |
|
|
|
1,827,728 |
|
|
|
|
|
|
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
Wireless telecommunications equipment |
|
|
5,422,824 |
|
|
|
5,361,043 |
|
Buildings and structures |
|
|
821,085 |
|
|
|
814,056 |
|
Tools, furniture and fixtures |
|
|
526,140 |
|
|
|
519,213 |
|
Land |
|
|
198,874 |
|
|
|
198,985 |
|
Construction in progress |
|
|
112,674 |
|
|
|
99,232 |
|
Accumulated depreciation and amortization |
|
|
(4,439,012 |
) |
|
|
(4,301,044 |
) |
|
|
|
|
|
|
|
Total property, plant and equipment, net |
|
|
2,642,585 |
|
|
|
2,691,485 |
|
|
|
|
|
|
|
|
Non-current investments and other assets: |
|
|
|
|
|
|
|
|
Investments in affiliates |
|
|
590,671 |
|
|
|
572,014 |
|
Marketable securities and other investments |
|
|
151,126 |
|
|
|
141,544 |
|
Intangible assets, net |
|
|
594,021 |
|
|
|
578,728 |
|
Goodwill |
|
|
183,515 |
|
|
|
154,385 |
|
Other assets |
|
|
253,570 |
|
|
|
273,440 |
|
Deferred tax assets |
|
|
254,354 |
|
|
|
248,896 |
|
|
|
|
|
|
|
|
Total non-current investments and other assets |
|
|
2,027,257 |
|
|
|
1,969,007 |
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
6,501,764 |
|
|
¥ |
6,488,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
¥ |
14,000 |
|
|
¥ |
29,000 |
|
Accounts payable, trade |
|
|
475,995 |
|
|
|
668,525 |
|
Accrued payroll |
|
|
51,233 |
|
|
|
58,627 |
|
Accrued interest |
|
|
1,054 |
|
|
|
1,187 |
|
Accrued income taxes |
|
|
207,743 |
|
|
|
238,742 |
|
Other current liabilities |
|
|
152,223 |
|
|
|
152,354 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
902,248 |
|
|
|
1,148,435 |
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
Long-term debt (exclusive of current portion) |
|
|
610,556 |
|
|
|
610,233 |
|
Liability for employees retirement benefits |
|
|
151,413 |
|
|
|
146,326 |
|
Other long-term liabilities |
|
|
279,204 |
|
|
|
239,918 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
1,041,173 |
|
|
|
996,477 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,943,421 |
|
|
|
2,144,912 |
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
NTT DoCoMo, Inc. shareholders equity |
|
|
|
|
|
|
|
|
Common stock |
|
|
949,680 |
|
|
|
949,680 |
|
Additional paid-in capital |
|
|
785,045 |
|
|
|
785,045 |
|
Retained earnings |
|
|
3,246,342 |
|
|
|
3,061,848 |
|
Accumulated other comprehensive income (loss) |
|
|
(39,669 |
) |
|
|
(65,689 |
) |
Treasury stock, at cost |
|
|
(389,299 |
) |
|
|
(389,299 |
) |
Total NTT DoCoMo, Inc.
shareholders equity |
|
|
4,552,099 |
|
|
|
4,341,585 |
|
Noncontrolling interests |
|
|
6,244 |
|
|
|
1,723 |
|
|
|
|
|
|
|
|
Total equity |
|
|
4,558,343 |
|
|
|
4,343,308 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
¥ |
6,501,764 |
|
|
¥ |
6,488,220 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
1
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2008 and 2009
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
Six months ended |
|
|
Six months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Operating revenues: |
|
|
|
|
|
|
|
|
Wireless services |
|
¥ |
1,948,540 |
|
|
¥ |
1,893,265 |
|
Equipment sales |
|
|
319,244 |
|
|
|
252,542 |
|
Total operating revenues |
|
|
2,267,784 |
|
|
|
2,145,807 |
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Cost of services (exclusive of items shown separately below) |
|
|
413,731 |
|
|
|
449,617 |
|
Cost of equipment sold (exclusive of items shown separately below) |
|
|
408,027 |
|
|
|
340,877 |
|
Depreciation and amortization |
|
|
348,387 |
|
|
|
337,809 |
|
Selling, general and administrative |
|
|
520,693 |
|
|
|
532,281 |
|
Total operating expenses |
|
|
1,690,838 |
|
|
|
1,660,584 |
|
|
|
|
|
|
|
|
Operating income |
|
|
576,946 |
|
|
|
485,223 |
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(2,398 |
) |
|
|
(2,989 |
) |
Interest income |
|
|
1,045 |
|
|
|
668 |
|
Other, net |
|
|
(15,437 |
) |
|
|
(3,021 |
) |
Total other income (expense) |
|
|
(16,790 |
) |
|
|
(5,342 |
) |
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses) of affiliates |
|
|
560,156 |
|
|
|
479,881 |
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
Current |
|
|
233,831 |
|
|
|
210,887 |
|
Deferred |
|
|
(14,434 |
) |
|
|
(16,764 |
) |
Total income taxes |
|
|
219,397 |
|
|
|
194,123 |
|
|
|
|
|
|
|
|
Income before equity in net income (losses) of affiliates |
|
|
340,759 |
|
|
|
285,758 |
|
|
|
|
|
|
|
|
Equity in net income (losses) of affiliates, net of applicable taxes |
|
|
5,921 |
|
|
|
292 |
|
|
|
|
|
|
|
|
Net income |
|
|
346,680 |
|
|
|
286,050 |
|
|
|
|
|
|
|
|
Less: Net (income) loss attributable to noncontrolling interests |
|
|
(21 |
) |
|
|
(1,332 |
) |
|
|
|
|
|
|
|
Net income attributable to NTT DoCoMo, Inc. |
|
¥ |
346,659 |
|
|
¥ |
284,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
346,680 |
|
|
¥ |
286,050 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes |
|
|
(5,945 |
) |
|
|
14,082 |
|
Change in fair value of derivative instruments, net of applicable taxes |
|
|
(159 |
) |
|
|
(35 |
) |
Foreign currency translation adjustment, net of applicable taxes |
|
|
(16,672 |
) |
|
|
11,691 |
|
Pension liability adjustment, net of applicable taxes |
|
|
(362 |
) |
|
|
296 |
|
Total other comprehensive income (loss) |
|
|
(23,138 |
) |
|
|
26,034 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
323,542 |
|
|
|
312,084 |
|
|
|
|
|
|
|
|
Less: Comprehensive (income) loss attributable to noncontrolling interests |
|
|
(20 |
) |
|
|
(1,346 |
) |
|
|
|
|
|
|
|
Comprehensive income attributable to NTT DoCoMo, Inc. |
|
¥ |
323,522 |
|
|
¥ |
310,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding Basic and Diluted (shares) |
|
|
42,406,379 |
|
|
|
41,759,807 |
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share attributable to NTT DoCoMo, Inc. (yen) |
|
¥ |
8,174.69 |
|
|
¥ |
6,817.99 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
2
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2008 and 2009
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Operating revenues: |
|
|
|
|
|
|
|
|
Wireless services |
|
¥ |
971,077 |
|
|
¥ |
951,470 |
|
Equipment sales |
|
|
126,461 |
|
|
|
109,583 |
|
Total operating revenues |
|
|
1,097,538 |
|
|
|
1,061,053 |
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Cost of services (exclusive of items shown separately below) |
|
|
210,117 |
|
|
|
230,286 |
|
Cost of equipment sold (exclusive of items shown separately below) |
|
|
165,979 |
|
|
|
150,051 |
|
Depreciation and amortization |
|
|
179,907 |
|
|
|
168,804 |
|
Selling, general and administrative |
|
|
261,078 |
|
|
|
278,508 |
|
Total operating expenses |
|
|
817,081 |
|
|
|
827,649 |
|
|
|
|
|
|
|
|
Operating income |
|
|
280,457 |
|
|
|
233,404 |
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,258 |
) |
|
|
(1,375 |
) |
Interest income |
|
|
479 |
|
|
|
350 |
|
Other, net |
|
|
(7,941 |
) |
|
|
38 |
|
Total other income (expense) |
|
|
(8,720 |
) |
|
|
(987 |
) |
|
|
|
|
|
|
|
Income before income taxes and equity in net income (losses) of affiliates |
|
|
271,737 |
|
|
|
232,417 |
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
Current |
|
|
131,300 |
|
|
|
121,356 |
|
Deferred |
|
|
(29,902 |
) |
|
|
(27,476 |
) |
Total income taxes |
|
|
101,398 |
|
|
|
93,880 |
|
|
|
|
|
|
|
|
Income before equity in net income (losses) of affiliates |
|
|
170,339 |
|
|
|
138,537 |
|
|
|
|
|
|
|
|
Equity in net income (losses) of affiliates, net of applicable taxes |
|
|
2,797 |
|
|
|
(529 |
) |
|
|
|
|
|
|
|
Net income |
|
|
173,136 |
|
|
|
138,008 |
|
|
|
|
|
|
|
|
Less: Net (income) loss attributable to noncontrolling interests |
|
|
13 |
|
|
|
(666 |
) |
|
|
|
|
|
|
|
Net income attributable to NTT DoCoMo, Inc. |
|
¥ |
173,149 |
|
|
¥ |
137,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
173,136 |
|
|
¥ |
138,008 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes |
|
|
(4,997 |
) |
|
|
3,620 |
|
Change in fair value of derivative instruments, net of applicable taxes |
|
|
(141 |
) |
|
|
(8 |
) |
Foreign currency translation adjustment, net of applicable taxes |
|
|
1,849 |
|
|
|
2,805 |
|
Pension liability adjustment, net of applicable taxes |
|
|
(112 |
) |
|
|
147 |
|
Total other comprehensive income (loss) |
|
|
(3,401 |
) |
|
|
6,564 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
169,735 |
|
|
|
144,572 |
|
|
|
|
|
|
|
|
Less: Comprehensive (income) loss attributable to noncontrolling interests |
|
|
17 |
|
|
|
(665 |
) |
|
|
|
|
|
|
|
Comprehensive income attributable to NTT DoCoMo, Inc. |
|
¥ |
169,752 |
|
|
¥ |
143,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding Basic and Diluted (shares) |
|
|
42,309,587 |
|
|
|
41,759,807 |
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share attributable to NTT DoCoMo, Inc. (yen) |
|
¥ |
4,092.43 |
|
|
¥ |
3,288.86 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
3
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2008 and 2009
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
Six months ended |
|
|
Six months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
¥ |
346,680 |
|
|
¥ |
286,050 |
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
348,387 |
|
|
|
337,809 |
|
Deferred taxes |
|
|
(10,898 |
) |
|
|
(16,439 |
) |
Loss on sale or disposal of property, plant and equipment |
|
|
12,846 |
|
|
|
12,973 |
|
Impairment loss on marketable securities and other investments |
|
|
19,855 |
|
|
|
917 |
|
Equity in net (income) losses of affiliates |
|
|
(9,940 |
) |
|
|
(366 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) / decrease in accounts receivable |
|
|
(38,453 |
) |
|
|
55,730 |
|
Increase / (decrease) in allowance for doubtful accounts |
|
|
(1,369 |
) |
|
|
1,874 |
|
(Increase) / decrease in inventories |
|
|
(38,833 |
) |
|
|
(54,755 |
) |
(Increase) / decrease in prepaid expenses and other current assets |
|
|
(19,259 |
) |
|
|
(12,748 |
) |
(Increase) / decrease in non-current installment receivable for handsets |
|
|
(40,010 |
) |
|
|
13,982 |
|
Increase / (decrease) in accounts payable, trade |
|
|
(184,322 |
) |
|
|
(136,209 |
) |
Increase / (decrease) in accrued income taxes |
|
|
(8,701 |
) |
|
|
(31,927 |
) |
Increase / (decrease) in other current liabilities |
|
|
(21,153 |
) |
|
|
(3,022 |
) |
Increase / (decrease) in liability for employees retirement benefits |
|
|
4,622 |
|
|
|
4,951 |
|
Increase / (decrease) in other long-term liabilities |
|
|
32,445 |
|
|
|
37,196 |
|
Other, net |
|
|
16,474 |
|
|
|
12,520 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
408,371 |
|
|
|
508,536 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(302,124 |
) |
|
|
(249,126 |
) |
Purchases of intangible and other assets |
|
|
(115,158 |
) |
|
|
(132,956 |
) |
Purchases of non-current investments |
|
|
(46,913 |
) |
|
|
(8,992 |
) |
Proceeds from sale of non-current investments |
|
|
550 |
|
|
|
9,124 |
|
Acquisitions of subsidiaries, net of cash acquired |
|
|
27 |
|
|
|
(24,904 |
) |
Purchases of short-term investments |
|
|
(3,334 |
) |
|
|
(33,758 |
) |
Redemption of short-term investments |
|
|
2,494 |
|
|
|
6,718 |
|
Proceeds from redemption of long-term bailment for consumption to a related party |
|
|
50,000 |
|
|
|
|
|
Other, net |
|
|
(9,314 |
) |
|
|
(7,231 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(423,772 |
) |
|
|
(441,125 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
79,944 |
|
|
|
|
|
Repayment of long-term debt |
|
|
(28,241 |
) |
|
|
(15,000 |
) |
Proceeds from short-term borrowings |
|
|
200 |
|
|
|
138,149 |
|
Repayment of short-term borrowings |
|
|
(1,958 |
) |
|
|
(138,149 |
) |
Principal payments under capital lease obligations |
|
|
(1,385 |
) |
|
|
(1,696 |
) |
Payments to acquire treasury stock |
|
|
(51,848 |
) |
|
|
|
|
Dividends paid |
|
|
(102,307 |
) |
|
|
(100,190 |
) |
Other, net |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(105,599 |
) |
|
|
(116,889 |
) |
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(2,071 |
) |
|
|
572 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(123,071 |
) |
|
|
(48,906 |
) |
Cash and cash equivalents at beginning of period |
|
|
646,905 |
|
|
|
599,548 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
¥ |
523,834 |
|
|
¥ |
550,642 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash received during the period for: |
|
|
|
|
|
|
|
|
Income taxes |
|
¥ |
17,786 |
|
|
¥ |
675 |
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest, net of amount capitalized |
|
|
2,008 |
|
|
|
3,122 |
|
Income taxes |
|
|
266,295 |
|
|
|
242,683 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
4
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of presentation:
The accompanying quarterly consolidated financial statements of NTT DoCoMo, Inc. and its
subsidiaries (DOCOMO) were prepared in accordance with accounting principles generally accepted
in the United States of America (U.S. GAAP). Certain disclosures required by U.S. GAAP have been
omitted. Since DOCOMOs American Depositary Shares were listed on the New York Stock Exchange in
March 2002, DOCOMO has prepared its consolidated financial statements pursuant to the terminology,
forms and preparation methods required in order to issue American Depositary Shares, which are
registered with the Securities and Exchange Commission of the United States of America.
2. Summary of significant accounting and reporting policies:
(1) Adoption of new accounting standards
Accounting Standards Codification
Effective July 1, 2009, DOCOMO adopted the accounting pronouncement issued by Financial
Accounting Standards Board (FASB) in June 2009 relating to FASB Accounting Standards
Codification (ASC). This pronouncement established ASC as the single source of authoritative
U.S. GAAP, and reorganized then-existing U.S. GAAP pronouncements into ASC. Upon the adoption of
this pronouncement, the descriptions and references of accounting standards in DOCOMOs financial
statements are made in accordance with ASC. The adoption of this pronouncement did not have any
impact on DOCOMOs results of operations and financial position.
Business Combinations
Effective April 1, 2009, DOCOMO adopted the accounting pronouncement issued in December 2007
relating to business combinations. This pronouncement requires an acquirer in a business
combination to generally recognize and measure all the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their fair values as of the
acquisition date. This pronouncement also requires the acquirer to recognize and measure as
goodwill the excess of consideration transferred plus the fair value of any noncontrolling interest
in the acquiree at the acquisition date over the fair value of the identifiable net assets
acquired. The excess of the fair value of the identifiable net assets acquired over consideration
transferred plus the fair value of any noncontrolling interest in the acquiree at the acquisition
date is required to be recognized and measured as a gain from a bargain purchase. The adoption of
this pronouncement did not have a material impact on DOCOMOs results of operations and financial
position.
Noncontrolling Interests in Consolidated Financial Statements
Effective April 1, 2009, DOCOMO adopted the accounting pronouncement issued in December 2007
relating to noncontrolling interests in consolidated financial statements. This pronouncement
requires noncontrolling interests held by parties other than the parent be clearly identified,
labeled and presented in the consolidated statement of financial position within equity, but
separate from the parents equity. This pronouncement also requires changes in a parents ownership
interest while the parent retains its controlling financial interest in its subsidiary be accounted
for as equity transactions. Upon the adoption of this pronouncement, Noncontrolling interests,
which was previously referred to as Minority interests and
classified between Total liabilities and Shareholders equity in the consolidated balance
sheets, is now included as a separate component of Equity. In addition, Net income in the
consolidated statements of income and comprehensive income now includes net income or loss
attributable to noncontrolling interests, which was previously referred to as Minority interests
and deducted. As a result, the adoption of this pronouncement changed the presentation and
disclosure of noncontrolling interests in the consolidated financial statements retrospectively,
but did not have a material impact on DOCOMOs results of operations and financial position.
5
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
Subsequent events
Effective April 1, 2009, DOCOMO adopted the accounting pronouncement issued in May 2009
relating to subsequent events. This pronouncement requires an entity to evaluate the effects of
events that occur subsequent to the balance sheet date through the date the financial statements
are either issued or available to be issued and disclose the date through which subsequent
events have been evaluated. The adoption of this pronouncement did not have any impact on DOCOMOs
results of operations and financial position.
(2) Recent accounting pronouncements
In June 2009, FASB issued the accounting pronouncement relating to Variable Interest Entity
(VIE). This pronouncement contains new criteria for determining the primary beneficiary of a VIE,
and increases the frequency of required reassessments to determine whether a company is the primary
beneficiary of a VIE. This pronouncement is effective for fiscal years beginning after November 15,
2009 and interim periods within those years. DOCOMO is currently evaluating the impact of adoption
of this pronouncement on its result of operations and financial position.
(3) Reclassifications
Certain reclassifications have been made to the prior periods consolidated financial
statements to conform to the presentation used for the six months ended September 30, 2009.
3. Equity:
Effective May 1, 2006, the Corporate Law of Japan provides that (i) dividends of earnings
require approval at a general meeting of shareholders, (ii) interim cash dividends can be
distributed upon the approval of the board of directors, if the articles of incorporation provide
for such interim cash dividends and (iii) an amount equal to at least 10% of decrease in retained
earnings by dividends payment be appropriated from retained earnings to a legal reserve up to 25%
of capital stock. The legal reserve is available for distribution upon approval of the
shareholders.
In the general meeting of shareholders held on June 19, 2009, the shareholders approved cash
dividends of ¥100,224 million or ¥2,400 per share, payable to shareholders recorded as of March 31,
2009, which were declared by the board of directors on April 28, 2009. The source of dividends was
Retained Earnings. DOCOMO started to pay the dividends on
June 22, 2009.
6
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
On October 30, 2009, the board of directors declared cash dividends of ¥108,575 million or
¥2,600 per share, payable to shareholders recorded as of September 30, 2009. The source of
dividends will be Retained Earnings. DOCOMO plans to start paying the dividends on November 20,
2009.
In order to improve capital efficiency and to implement flexible capital policies in
accordance with the business environment, DOCOMO acquires treasury stock.
With regard to the acquisition of treasury stock, the Corporate Law of Japan provides that (i)
it can be done according to the resolution of the general meeting of shareholders, and (ii) the
acquisition of treasury stock through open market transactions can be done according to the
resolution of the board of directors if the articles of incorporation contain such a provision. The
provision is stipulated in DOCOMOs articles of incorporation.
Issued shares and treasury stock
DOCOMO acquired treasury stock at the request of dissenting shareholders, made pursuant to
paragraph (1) of Article 797 of the Corporate Law of Japan, against the merger under which its
eight regional subsidiaries were dissolved and merged into DOCOMO as of July 1, 2008.
The changes in the number of issued shares and treasury stock are summarized as follows, where
fractional shares are rounded off:
|
|
|
|
|
|
|
|
|
|
|
Number of issued |
|
|
Number of treasury |
|
|
|
shares |
|
|
stock |
|
As of March 31, 2008 |
|
|
44,870,000 |
|
|
|
2,242,073 |
|
|
|
|
|
|
|
|
Acquisition of treasury stock
based on the resolution by the
general meeting of shareholders |
|
|
|
|
|
|
311,322 |
|
Acquisition of fractional shares |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
As of June 30, 2008 |
|
|
44,870,000 |
|
|
|
2,553,396 |
|
|
|
|
|
|
|
|
Acquisition of treasury stock at
the request of dissenting
shareholders against the merger |
|
|
|
|
|
|
11,711 |
|
Acquisition of fractional shares |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
As of September 30, 2008 |
|
|
44,870,000 |
|
|
|
2,565,110 |
|
|
|
|
|
|
|
|
Acquisition of treasury stock
based on the resolution by the
general meeting of shareholders |
|
|
|
|
|
|
545,083 |
|
Retirement of treasury stock |
|
|
(920,000 |
) |
|
|
(920,000 |
) |
|
|
|
|
|
|
|
As of March 31, 2009 |
|
|
43,950,000 |
|
|
|
2,190,193 |
|
|
|
|
|
|
|
|
As of September 30, 2009 |
|
|
43,950,000 |
|
|
|
2,190,193 |
|
|
|
|
|
|
|
|
Effective August 1, 2008, DOCOMO abolished the fractional share system.
DOCOMO has not issued shares other than shares of its common stock.
In the general meeting of shareholders held on June 20, 2008, the shareholders approved a
stock repurchase plan under which DOCOMO could repurchase up to 900,000 shares at an aggregate
amount not to exceed ¥150,000 million during the year started June 21, 2008. No resolution was made
regarding stock repurchase plans in the general meeting of shareholders held on June 19, 2009.
7
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
Aggregate number and price of shares repurchased for six months and three months ended
September 30, 2008 were as follows (no shares had been repurchased for six months ended September
30, 2009):
|
|
|
|
|
|
|
|
|
|
|
Share/Millions of yen |
|
|
|
Six months ended |
|
|
Six months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Aggregate number of shares
repurchased |
|
|
323,037 |
|
|
|
|
|
Aggregate price of shares repurchased |
|
¥ |
51,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share/Millions of yen |
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Aggregate number of shares
repurchased |
|
|
11,714 |
|
|
|
|
|
Aggregate price of shares repurchased |
|
¥ |
1,851 |
|
|
|
|
|
Per share data
Per share data is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
Six months ended |
|
|
Six months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Basic and Diluted earnings per
share attributable to NTT
DoCoMo, Inc. |
|
¥ |
8,174.69 |
|
|
¥ |
6,817.99 |
|
|
|
|
|
|
|
|
|
|
|
|
Yen |
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
Basic and Diluted earnings per
share attributable to NTT
DoCoMo, Inc. |
|
¥ |
4,092.43 |
|
|
¥ |
3,288.86 |
|
|
|
|
|
|
|
|
Yen |
|
|
|
September 30, 2009 |
|
|
March 31, 2009 |
|
NTT DoCoMo, Inc. shareholders
equity per share |
|
¥ |
109,006.71 |
|
|
¥ |
103,965.64 |
|
8
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
4. Segment reporting:
From a resource allocation perspective, DOCOMO views itself as having two business segments.
The mobile phone business segment includes FOMA services, mova services, packet communications
services, satellite mobile communications services, international services and the equipment sales
related to these services. The miscellaneous businesses segment includes home shopping services
provided mainly through TV media, high-speed internet connection and video-clip casting services
for hotel facilities, advertisement services, development, sales and maintenance of IT systems,
credit services and other miscellaneous services, which in the aggregate are not significant in
amount. DOCOMO plans to terminate mova services on March 31, 2012.
DOCOMO identifies its reportable segments based on the nature of services included, as well as
the characteristics of the telecommunications networks used to provide those services. DOCOMOs
management monitors and evaluates the performance of its segments based on the information that
follows as derived from the Companys management reports.
Segment information is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
Three months ended |
|
Mobile phone |
|
|
Miscellaneous |
|
|
|
|
September 30, 2008 |
|
business |
|
|
businesses |
|
|
Consolidated |
|
Operating revenues |
|
¥ |
1,081,720 |
|
|
¥ |
15,818 |
|
|
¥ |
1,097,538 |
|
Operating expenses |
|
|
795,162 |
|
|
|
21,919 |
|
|
|
817,081 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
¥ |
286,558 |
|
|
¥ |
(6,101 |
) |
|
¥ |
280,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
Three months ended |
|
Mobile phone |
|
|
Miscellaneous |
|
|
|
|
September 30, 2009 |
|
business |
|
|
businesses |
|
|
Consolidated |
|
Operating revenues |
|
¥ |
1,031,139 |
|
|
¥ |
29,914 |
|
|
¥ |
1,061,053 |
|
Operating expenses |
|
|
796,867 |
|
|
|
30,782 |
|
|
|
827,649 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
¥ |
234,272 |
|
|
¥ |
(868 |
) |
|
¥ |
233,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
Six months ended |
|
Mobile phone |
|
|
Miscellaneous |
|
|
|
|
September 30, 2008 |
|
business |
|
|
businesses |
|
|
Consolidated |
|
Operating revenues |
|
¥ |
2,236,491 |
|
|
¥ |
31,293 |
|
|
¥ |
2,267,784 |
|
Operating expenses |
|
|
1,648,917 |
|
|
|
41,921 |
|
|
|
1,690,838 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
¥ |
587,574 |
|
|
¥ |
(10,628 |
) |
|
¥ |
576,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
Six months ended |
|
Mobile phone |
|
|
Miscellaneous |
|
|
|
|
September 30, 2009 |
|
business |
|
|
businesses |
|
|
Consolidated |
|
Operating revenues |
|
¥ |
2,089,032 |
|
|
¥ |
56,775 |
|
|
¥ |
2,145,807 |
|
Operating expenses |
|
|
1,599,529 |
|
|
|
61,055 |
|
|
|
1,660,584 |
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
¥ |
489,503 |
|
|
¥ |
(4,280 |
) |
|
¥ |
485,223 |
|
|
|
|
|
|
|
|
|
|
|
DOCOMO does not disclose geographical segments, since the amount of operating revenues
generated outside Japan are immaterial.
9
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
5. Contingencies:
Litigation
As of September 30, 2009, DOCOMO had no litigation or claims outstanding, pending or
threatened against which in the opinion of management would have a materially adverse effect on its
results of operations or financial position.
Guarantees
DOCOMO applies ASC 460 Guarantees. ASC 460 requires a company that issues or modifies a
guarantee to recognize an initial liability for the fair value of the obligations it has undertaken
and disclose that information in its financial statements.
DOCOMO enters into agreements in the normal course of business that provide guarantees for
counterparties. These counterparties include subscribers, related parties, foreign wireless
telecommunications service providers and other business partners.
DOCOMO provides subscribers with guarantees for product defects of cellular phone handsets
sold by DOCOMO, but DOCOMO is provided with similar guarantees by the handset vendors and no
liabilities were recognized for these guarantees.
Though the guarantees or indemnifications provided in transactions other than those with the
subscribers are different in each contract, the likelihood of almost all of the performance of
these guarantees or indemnifications are remote and amount of payments DOCOMO could be claimed for
is not specified in almost all of the contracts. Historically, DOCOMO has not made any significant
guarantee or indemnification payments under such agreements. DOCOMO evaluates the estimated fair
value of the obligations related to these agreements is not significant. Accordingly, no
liabilities were recognized for these obligations.
10
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
6. Fair value measurements:
ASC 820 Fair Value Measurements and Disclosures defines fair value as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. ASC 820 establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value according to observability as
follows:
|
|
|
|
|
|
|
Level 1
|
|
Inputs are quoted prices in active markets for identical assets or liabilities. |
|
|
Level 2
|
|
Inputs are quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not active and
inputs that are derived principally from observable markets data. |
|
|
Level 3
|
|
Inputs are unobservable inputs for the asset or liability. |
ASC 820 also distinguishes assets and liabilities measured at fair value every period on a
recurring basis from those measured on a nonrecurring basis under specific situation (for example,
impaired assets).
(1) Assets and liabilities measured at fair value on a recurring basis
DOCOMOs assets and liabilities measured at fair value on a recurring basis include
available-for-sale securities and derivatives.
DOCOMOs assets and liabilities that were measured at fair value on a recurring basis at
September 30, 2009 and March 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
September 30, 2009 |
|
|
|
|
|
|
|
Inputs used for measurement of fair value |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities |
|
¥ |
133,361 |
|
|
¥ |
106,854 |
|
|
¥ |
|
|
|
¥ |
26,507 |
|
Derivatives |
|
|
3,756 |
|
|
|
|
|
|
|
3,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
137,117 |
|
|
¥ |
106,854 |
|
|
¥ |
3,756 |
|
|
¥ |
26,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
¥ |
2,389 |
|
|
¥ |
|
|
|
¥ |
2,389 |
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
¥ |
2,389 |
|
|
¥ |
|
|
|
¥ |
2,389 |
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
March 31, 2009 |
|
|
|
|
|
|
|
Inputs used for measurement of fair value |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities |
|
¥ |
112,967 |
|
|
¥ |
112,967 |
|
|
¥ |
|
|
|
¥ |
|
|
Derivatives |
|
|
3,433 |
|
|
|
|
|
|
|
3,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
116,400 |
|
|
¥ |
112,967 |
|
|
¥ |
3,433 |
|
|
¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)
Available-for-sale securities
Available-for-sale securities include equity securities and debt securities. Marketable
equity securities and debt securities which are valued using quoted prices in active markets for
identical assets are classified as Level 1. Debt securities which have no active markets for
identical assets are valued using unobservable inputs such as discount rate and therefore
classified as Level 3.
Derivatives
Derivative instruments are interest rate swap agreements and foreign currency option
contracts. The fair value of these derivatives is measured at quoted prices valued by financial
institutions using observable market inputs. Therefore, these derivatives are classified as Level 2.
(2) Assets and liabilities measured at fair value on a nonrecurring basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis and are not
included in the table above. Such fair value measurements typically result from impairments. DOCOMO
may be required to measure fair value of long-lived assets, equity securities whose fair values are
not readily determinable, and other assets or liabilities on a nonrecurring basis.
DOCOMO omitted the disclosure about assets and liabilities measured on a nonrecurring basis
because of its immateriality.
7. Subsequent event:
There had been no significant subsequent event to be disclosed that occurred subsequent to the
balance sheet date through November 4, 2009, when the accompanying quarterly consolidated financial
statements were issued.
12