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 February, 2014
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 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: February 6, 2014 |
By: | /S/ MUTSUO YAMAMOTO | ||||
Mutsuo Yamamoto | ||||||
Head of Investor Relations |
Information furnished in this form:
1. | Report filed on February 6, 2014 with the Director of the Kanto Local Finance Bureau of Japan pursuant to the Financial Instruments and Exchange Act of Japan |
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2013 and DECEMBER 31, 2013
Millions of yen | ||||||||
March 31, 2013 | December 31, 2013 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
¥ | 493,674 | ¥ | 340,261 | ||||
Short-term investments |
41,762 | 13,923 | ||||||
Accounts receivable |
260,342 | 269,741 | ||||||
Receivables held for sale |
638,149 | 738,165 | ||||||
Credit card receivables |
194,607 | 219,163 | ||||||
Other receivables |
289,849 | 288,876 | ||||||
Allowance for doubtful accounts |
(16,843 | ) | (12,831 | ) | ||||
Inventories |
180,736 | 255,398 | ||||||
Deferred tax assets |
70,784 | 60,674 | ||||||
Prepaid expenses and other current assets |
83,442 | 117,166 | ||||||
|
|
|
|
|||||
Total current assets |
2,236,502 | 2,290,536 | ||||||
|
|
|
|
|||||
Property, plant and equipment: |
||||||||
Wireless telecommunications equipment |
5,151,686 | 4,955,683 | ||||||
Buildings and structures |
882,165 | 888,983 | ||||||
Tools, furniture and fixtures |
532,506 | 538,206 | ||||||
Land |
200,382 | 200,701 | ||||||
Construction in progress |
127,592 | 135,199 | ||||||
Accumulated depreciation and amortization |
(4,334,047 | ) | (4,187,682 | ) | ||||
|
|
|
|
|||||
Total property, plant and equipment, net |
2,560,284 | 2,531,090 | ||||||
|
|
|
|
|||||
Non-current investments and other assets: |
||||||||
Investments in affiliates |
474,502 | 473,749 | ||||||
Marketable securities and other investments |
155,923 | 190,436 | ||||||
Intangible assets, net |
691,651 | 658,361 | ||||||
Goodwill |
217,640 | 234,467 | ||||||
Other assets |
560,139 | 604,538 | ||||||
Deferred tax assets |
273,084 | 260,772 | ||||||
|
|
|
|
|||||
Total non-current investments and other assets |
2,372,939 | 2,422,323 | ||||||
|
|
|
|
|||||
Total assets |
¥ | 7,169,725 | ¥ | 7,243,949 | ||||
|
|
|
|
|||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
¥ | 70,437 | ¥ | 234 | ||||
Short-term borrowings |
12,307 | 2,018 | ||||||
Accounts payable, trade |
705,724 | 630,208 | ||||||
Accrued payroll |
55,961 | 42,321 | ||||||
Accrued interest |
713 | 236 | ||||||
Accrued income taxes |
135,418 | 117,715 | ||||||
Other current liabilities |
150,300 | 168,667 | ||||||
|
|
|
|
|||||
Total current liabilities |
1,130,860 | 961,399 | ||||||
|
|
|
|
|||||
Long-term liabilities: |
||||||||
Long-term debt (exclusive of current portion) |
171,022 | 220,781 | ||||||
Accrued liabilities for point programs |
140,855 | 129,815 | ||||||
Liability for employees retirement benefits |
171,221 | 165,939 | ||||||
Other long-term liabilities |
145,202 | 138,941 | ||||||
|
|
|
|
|||||
Total long-term liabilities |
628,300 | 655,476 | ||||||
|
|
|
|
|||||
Total liabilities |
1,759,160 | 1,616,875 | ||||||
|
|
|
|
|||||
Equity: |
||||||||
NTT DOCOMO, INC. shareholders equity |
||||||||
Common stock |
949,680 | 949,680 | ||||||
Additional paid-in capital |
732,609 | 732,597 | ||||||
Retained earnings |
4,112,466 | 4,293,835 | ||||||
Accumulated other comprehensive income (loss) |
(49,112 | ) | (8,891 | ) | ||||
Treasury stock, at cost |
(377,168 | ) | (377,168 | ) | ||||
Total NTT DOCOMO, INC. shareholders equity |
5,368,475 | 5,590,053 | ||||||
Noncontrolling interests |
42,090 | 37,021 | ||||||
|
|
|
|
|||||
Total equity |
5,410,565 | 5,627,074 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
|
|
|
|
|||||
Total liabilities and equity |
¥ | 7,169,725 | ¥ | 7,243,949 | ||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
1
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
NINE MONTHS ENDED DECEMBER 31, 2012 and 2013
Consolidated Statements of Income
Millions of yen | ||||||||
Nine Months Ended December 31, 2012 |
Nine Months Ended December 31, 2013 |
|||||||
Operating revenues: |
||||||||
Mobile communications services |
¥ | 2,399,141 | ¥ | 2,220,208 | ||||
Equipment sales |
583,653 | 675,765 | ||||||
Other operating revenues |
388,001 | 467,591 | ||||||
|
|
|
|
|||||
Total operating revenues |
3,370,795 | 3,363,564 | ||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Cost of services (exclusive of items shown separately below) |
741,149 | 789,440 | ||||||
Cost of equipment sold (exclusive of items shown separately below) |
581,703 | 580,143 | ||||||
Depreciation and amortization |
500,493 | 521,791 | ||||||
Selling, general and administrative |
845,270 | 783,529 | ||||||
|
|
|
|
|||||
Total operating expenses |
2,668,615 | 2,674,903 | ||||||
|
|
|
|
|||||
Operating income |
702,180 | 688,661 | ||||||
|
|
|
|
|||||
Other income (expense): |
||||||||
Interest expense |
(1,246 | ) | (1,275 | ) | ||||
Interest income |
1,145 | 1,312 | ||||||
Other, net |
(2,854 | ) | 14,857 | |||||
|
|
|
|
|||||
Total other income (expense) |
(2,955 | ) | 14,894 | |||||
|
|
|
|
|||||
Income before income taxes and equity in net income (losses) of affiliates |
699,225 | 703,555 | ||||||
|
|
|
|
|||||
Income taxes: |
||||||||
Current |
237,574 | 259,871 | ||||||
Deferred |
38,096 | 11,221 | ||||||
|
|
|
|
|||||
Total income taxes |
275,670 | 271,092 | ||||||
|
|
|
|
|||||
Income before equity in net income (losses) of affiliates |
423,555 | 432,463 | ||||||
|
|
|
|
|||||
Equity in net income (losses) of affiliates, net of applicable taxes |
(13,717 | ) | (7,220 | ) | ||||
|
|
|
|
|||||
Net income |
409,838 | 425,243 | ||||||
|
|
|
|
|||||
Less: Net (income) loss attributable to noncontrolling interests |
6,648 | 4,932 | ||||||
|
|
|
|
|||||
Net income attributable to NTT DOCOMO, INC. |
¥ | 416,486 | ¥ | 430,175 | ||||
|
|
|
|
|||||
PER SHARE DATA |
||||||||
Weighted average common shares outstanding Basic and Diluted (shares) |
4,146,760,100 | 4,146,760,100 | ||||||
|
|
|
|
|||||
Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. (yen) |
¥ | 100.44 | ¥ | 103.74 | ||||
|
|
|
|
Consolidated Statements of Comprehensive Income
Millions of yen | ||||||||
Nine Months Ended December 31, 2012 |
Nine Months Ended December 31, 2013 |
|||||||
Net income |
¥ | 409,838 | ¥ | 425,243 | ||||
Other comprehensive income (loss): |
||||||||
Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes |
17,465 | 19,318 | ||||||
Unrealized gains (losses) on cash flow hedges, net of applicable taxes |
(223 | ) | 49 | |||||
Foreign currency translation adjustment, net of applicable taxes |
4,270 | 15,630 | ||||||
Pension liability adjustment, net of applicable taxes |
329 | 5,326 | ||||||
|
|
|
|
|||||
Total other comprehensive income (loss) |
21,841 | 40,323 | ||||||
|
|
|
|
|||||
Comprehensive income |
431,679 | 465,566 | ||||||
|
|
|
|
|||||
Less: Comprehensive (income) loss attributable to noncontrolling interests |
6,636 | 4,830 | ||||||
|
|
|
|
|||||
Comprehensive income attributable to NTT DOCOMO, INC. |
¥ | 438,315 | ¥ | 470,396 | ||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
2
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 2012 and 2013
Consolidated Statements of Income
Millions of yen | ||||||||
Three Months Ended December 31, 2012 |
Three Months Ended December 31, 2013 |
|||||||
Operating revenues: |
||||||||
Mobile communications services |
¥ | 792,882 | ¥ | 728,482 | ||||
Equipment sales |
221,285 | 276,341 | ||||||
Other operating revenues |
149,308 | 159,770 | ||||||
|
|
|
|
|||||
Total operating revenues |
1,163,475 | 1,164,593 | ||||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Cost of services (exclusive of items shown separately below) |
265,444 | 272,808 | ||||||
Cost of equipment sold (exclusive of items shown separately below) |
207,420 | 254,177 | ||||||
Depreciation and amortization |
176,278 | 182,695 | ||||||
Selling, general and administrative |
283,262 | 239,406 | ||||||
|
|
|
|
|||||
Total operating expenses |
932,404 | 949,086 | ||||||
|
|
|
|
|||||
Operating income |
231,071 | 215,507 | ||||||
|
|
|
|
|||||
Other income (expense): |
||||||||
Interest expense |
(337 | ) | (483 | ) | ||||
Interest income |
417 | 455 | ||||||
Other, net |
2,489 | 6,304 | ||||||
|
|
|
|
|||||
Total other income (expense) |
2,569 | 6,276 | ||||||
|
|
|
|
|||||
Income before income taxes and equity in net income (losses) of affiliates |
233,640 | 221,783 | ||||||
|
|
|
|
|||||
Income taxes: |
||||||||
Current |
72,805 | 79,800 | ||||||
Deferred |
18,708 | 6,703 | ||||||
|
|
|
|
|||||
Total income taxes |
91,513 | 86,503 | ||||||
|
|
|
|
|||||
Income before equity in net income (losses) of affiliates |
142,127 | 135,280 | ||||||
|
|
|
|
|||||
Equity in net income (losses) of affiliates, net of applicable taxes |
(13,180 | ) | (7,189 | ) | ||||
|
|
|
|
|||||
Net income |
128,947 | 128,091 | ||||||
|
|
|
|
|||||
Less: Net (income) loss attributable to noncontrolling interests |
1,656 | 1,684 | ||||||
|
|
|
|
|||||
Net income attributable to NTT DOCOMO, INC. |
¥ | 130,603 | ¥ | 129,775 | ||||
|
|
|
|
|||||
PER SHARE DATA |
||||||||
Weighted average common shares outstanding Basic and Diluted (shares) |
4,146,760,100 | 4,146,760,100 | ||||||
|
|
|
|
|||||
Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. (yen) |
¥ | 31.50 | ¥ | 31.30 | ||||
|
|
|
|
Consolidated Statements of Comprehensive Income
Millions of yen | ||||||||
Three Months Ended December 31, 2012 |
Three Months Ended December 31, 2013 |
|||||||
Net income |
¥ | 128,947 | ¥ | 128,091 | ||||
Other comprehensive income (loss): |
||||||||
Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes |
8,442 | 5,188 | ||||||
Unrealized gains (losses) on cash flow hedges, net of applicable taxes |
(236 | ) | 58 | |||||
Foreign currency translation adjustment, net of applicable taxes |
1,824 | 61 | ||||||
Pension liability adjustment, net of applicable taxes |
116 | 4,929 | ||||||
|
|
|
|
|||||
Total other comprehensive income (loss) |
10,146 | 10,236 | ||||||
|
|
|
|
|||||
Comprehensive income |
139,093 | 138,327 | ||||||
|
|
|
|
|||||
Less: Comprehensive (income) loss attributable to noncontrolling interests |
1,670 | 1,690 | ||||||
|
|
|
|
|||||
Comprehensive income attributable to NTT DOCOMO, INC. |
¥ | 140,763 | ¥ | 140,017 | ||||
|
|
|
|
See accompanying notes to consolidated financial statements (unaudited).
3
NTT DOCOMO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED DECEMBER 31, 2012 and 2013
Millions of yen | ||||||||
Nine Months Ended December 31, 2012 |
Nine Months Ended December 31, 2013 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
¥ | 409,838 | ¥ | 425,243 | ||||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Depreciation and amortization |
500,493 | 521,791 | ||||||
Deferred taxes |
28,858 | 5,603 | ||||||
Loss on sale or disposal of property, plant and equipment |
18,766 | 22,977 | ||||||
Impairment loss on marketable securities and other investments |
10,716 | 1,477 | ||||||
Equity in net (income) losses of affiliates |
22,566 | 12,778 | ||||||
Changes in assets and liabilities: |
||||||||
(Increase) / decrease in accounts receivable |
686,106 | (6,694 | ) | |||||
(Increase) / decrease in receivables held for sale |
(579,479 | ) | (100,016 | ) | ||||
(Increase) / decrease in credit card receivables |
(12,405 | ) | (13,088 | ) | ||||
(Increase) / decrease in other receivables |
(288,045 | ) | 1,340 | |||||
Increase / (decrease) in allowance for doubtful accounts |
(3,083 | ) | (4,336 | ) | ||||
(Increase) / decrease in inventories |
(54,456 | ) | (74,348 | ) | ||||
(Increase) / decrease in prepaid expenses and other current assets |
(16,874 | ) | (31,465 | ) | ||||
(Increase) / decrease in non-current installment receivables for handsets |
88,075 | | ||||||
(Increase) / decrease in non-current receivables held for sale |
(158,606 | ) | (30,209 | ) | ||||
Increase / (decrease) in accounts payable, trade |
9,518 | (20,923 | ) | |||||
Increase / (decrease) in accrued income taxes |
(79,297 | ) | (18,053 | ) | ||||
Increase / (decrease) in other current liabilities |
5,713 | (2,817 | ) | |||||
Increase / (decrease) in accrued liabilities for point programs |
(15,397 | ) | (11,040 | ) | ||||
Increase / (decrease) in liability for employees retirement benefits |
6,779 | (5,428 | ) | |||||
Increase / (decrease) in other long-term liabilities |
(22,440 | ) | (8,342 | ) | ||||
Other, net |
(9,578 | ) | (2,331 | ) | ||||
|
|
|
|
|||||
Net cash provided by operating activities |
547,768 | 662,119 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment |
(415,629 | ) | (383,602 | ) | ||||
Purchases of intangible and other assets |
(187,026 | ) | (167,654 | ) | ||||
Purchases of non-current investments |
(6,876 | ) | (14,838 | ) | ||||
Proceeds from sale of non-current investments |
1,744 | 3,398 | ||||||
Acquisitions of subsidiaries, net of cash acquired |
(17,237 | ) | (11,271 | ) | ||||
Purchases of short-term investments |
(633,832 | ) | (36,661 | ) | ||||
Redemption of short-term investments |
773,950 | 55,095 | ||||||
Long-term bailment for consumption to a related party |
(80,000 | ) | | |||||
Proceeds from redemption of long-term bailment for consumption to a related party |
| 10,000 | ||||||
Short-term bailment for consumption to a related party |
| (70,000 | ) | |||||
Proceeds from redemption of short-term bailment for consumption to a related party |
90,000 | 70,000 | ||||||
Other, net |
696 | (1,786 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(474,210 | ) | (547,319 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from long-term debt |
| 50,000 | ||||||
Repayment of long-term debt |
(21,475 | ) | (74,783 | ) | ||||
Proceeds from short-term borrowings |
17,554 | 10,004 | ||||||
Repayment of short-term borrowings |
(8,155 | ) | (21,804 | ) | ||||
Principal payments under capital lease obligations |
(2,229 | ) | (1,619 | ) | ||||
Dividends paid |
(240,209 | ) | (248,597 | ) | ||||
Contributions from noncontrolling interests |
2,349 | 13 | ||||||
Other, net |
(3,097 | ) | 15,837 | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(255,262 | ) | (270,949 | ) | ||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
43 | 2,736 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
(181,661 | ) | (153,413 | ) | ||||
Cash and cash equivalents at beginning of period |
522,078 | 493,674 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
¥ | 340,417 | ¥ | 340,261 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash received during the period for: |
||||||||
Income tax refunds |
¥ | 1,017 | ¥ | 886 | ||||
Cash paid during the period for: |
||||||||
Interest, net of amount capitalized |
1,629 | 1,751 | ||||||
Income taxes |
320,439 | 279,942 | ||||||
|
|
|
|
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 U.S. generally accepted accounting principles (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
Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income
Effective April 1, 2013, DOCOMO adopted Accounting Standards Update (ASU) 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income issued by the Financial Accounting Standards Board (FASB) in February 2013. ASU2013-02 requires an entity to present separately for each component of other comprehensive income, current period reclassifications out of accumulated other comprehensive income and other amounts of current-period other comprehensive income and disclose the effect of reclassifications out of accumulated other comprehensive income on net income respective line items only for those items that are reported in their entirety in net income. For other items that are not reclassified in their entirely into net income, an entity is required to cross-reference to the note that provides additional information about the effect of the reclassification.
The adoption of ASU2013-02 does not have any impact on our results of operations and financial position. See (3) Accumulated Other Comprehensive Income (Loss) in Note 3 for related disclosure.
(2) Retrospective application of equity method for an investee
As a result of an application of the equity method for DOCOMOs investment in Philippine Long Distance Telephone Company from the beginning of the three months ended June 30, 2013, the equity method of accounting was applied retrospectively, in accordance with Accounting Standards Codification (ASC) 323 InvestmentsEquity Method and Joint Ventures issued by the FASB. Consequently, the consolidated financial statements for the nine months ended December 31, 2012 and the fiscal year ended March 31, 2013 have been revised in DOCOMOs consolidated financial statements for this retrospective application. Impacts on DOCOMOs consolidated financial statements due to the retrospective application are as follows.
Impacts on the consolidated financial statements for the nine and three months ended December 31, 2012
The impacts on Unrealized holding gains (losses) on available-for-sale securities, net of applicable taxes, Unrealized gains (losses) on cash flow hedges, net of applicable taxes, Foreign currency translation adjustment, net of applicable taxes, Pension liability adjustment, net of applicable taxes, Total other comprehensive income (loss), Comprehensive income and Comprehensive income attributable to NTT DOCOMO, INC. in the consolidated statements of comprehensive income for the nine and three months ended December 31, 2012 were ¥(18,678) million, ¥(256) million, ¥(15,578) million, ¥406 million, ¥(34,106) million, ¥(34,106) million and ¥(34,106) million, respectively.
Impacts on the consolidated financial statements for the fiscal year ended March 31, 2013
The impacts on Investments in affiliates, Marketable securities and other investments, Deferred tax assets, Non-current investments and other assets, Retained earnings, Accumulated other comprehensive income (loss) and NTT DOCOMO, INC. shareholders equity in the consolidated balance sheet as of March 31, 2013 were ¥122,477 million, ¥(215,646) million, ¥34,069 million, ¥(59,100) million, ¥(4,607) million, ¥(54,493) million and ¥(59,100) million, respectively.
The impacts on Other income (expense), Income before income taxes and equity in net income (losses) of affiliates, Income taxes, Equity in net income (losses) of affiliates, net of applicable taxes, Net income and Net income attributable to NTT DOCOMO, INC. in the consolidated statement of income for the year ended March 31, 2013 were ¥(8,316) million, ¥(8,316) million, ¥(2,977) million, ¥732 million, ¥(4,607) million and ¥(4,607) million, respectively.
The impact on Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. for the year ended March 31, 2013 was ¥(1.11).
5
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
(3) Introduction of a defined contribution pension plan
For the three months ended December 31, 2013, NTT DOCOMO, INC. decided to make and adopted a transition from its contract-type corporate pension plan classified as a defined benefit pension plan to a defined contribution pension plan effective after April 1, 2014. The contract-type corporate pension plan continues to remain for the pension benefit earned up to March 31, 2014.
In accordance with ASC 715 CompensationRetirement Benefits issued by the FASB, upon a curtailment of this pension plan, NTT DOCOMO, INC fully amortized its prior service cost and recognized a curtailment gain. The impact on the computation of net periodic pension cost was ¥5,131 million.
(4) Reclassifications
Certain reclassifications have been made to the prior periods consolidated financial statements to conform to the presentation used for the nine months ended December 31, 2013.
6
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
3. Equity:
(1) Dividends
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 accordance with the above (ii), the provision that DOCOMO may, subject to resolution of the Board of Directors, pay interim dividends with its record date as of September 30 of each year, is stipulated in DOCOMOs articles of incorporation.
In the general meeting of shareholders held on June 18, 2013, the shareholders approved cash dividends of ¥124,403 million or ¥30 per share, payable to shareholders recorded as of March 31, 2013, which were declared by the board of directors on April 26, 2013. The source of dividends was Retained earnings. DOCOMO started paying the dividends on June 19, 2013.
On October 25, 2013, the board of directors declared interim cash dividends of ¥124,403 million or ¥30 per share, payable to shareholders recorded as of September 30, 2013. The source of interim cash dividends was Retained earnings. DOCOMO started paying the interim cash dividends on November 20, 2013.
(2) Issued Shares and Treasury Stock
The changes in the number of issued shares and treasury stock were as follows:
DOCOMO has not issued shares other than shares of its common stock.
Number of issued shares |
Number of treasury stock |
|||||||
As of March 31, 2012 |
4,365,000,000 | 218,239,900 | ||||||
|
|
|
|
|||||
As of December 31, 2012 |
4,365,000,000 | 218,239,900 | ||||||
|
|
|
|
|||||
As of March 31, 2013 |
4,365,000,000 | 218,239,900 | ||||||
|
|
|
|
|||||
As of December 31, 2013 |
4,365,000,000 | 218,239,900 | ||||||
|
|
|
|
On April 26, 2013, the board of directors approved a stock split and the adoption of a unit share system. Based on the intent of the Action Plan for Consolidating Trading Units announced by stock exchanges of Japan in November 2007, DOCOMO conducted the 1:100 stock split and adopted the unit share system which sets 100 shares as a sharetrading unit. There was no effective change to the investment units due to the stock split and adoption of the unit share system.
Public notice date of record date, record date and effective date were September 13, 2013, September 30, 2013 and October 1, 2013, respectively.
Per share data (Weighted average common shares outstanding and Basic and Diluted earnings per share attributable to NTT DOCOMO, INC.) in the consolidated statements of income, the impact on Basic and Diluted earnings per share attributable to NTT DOCOMO, INC. for the year ended March 31, 2013 in (2) Retrospective application of equity method for an investee in Note 2, cash dividends per share in (1) Dividends in Note 3 and Number of issued shares and Number of treasury stock at the above table are calculated based on the number of shares after the stock split.
7
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
(3) Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss), net of applicable taxes, for the nine months and the three months ended December 31, 2013 were as follows:
Millions of yen | ||||||||||||||||||||
Nine months ended December 31, 2013 | ||||||||||||||||||||
Unrealized holding gains (losses) on available-for-sale securities(*1) |
Unrealized gains (losses) on cash flow hedges(*2) |
Foreign currency translation adjustment(*3) |
Pension liability adjustment(*5) |
Total | ||||||||||||||||
As of March 31, 2013 |
¥ | 36,372 | ¥ | (80 | ) | ¥ | (49,907 | ) | ¥ | (35,497 | ) | ¥ | (49,112 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) before reclassifications |
18,895 | 12 | 10,106 | 8,179 | 37,192 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
423 | 37 | 5,524 | (2,853 | ) | 3,131 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) |
19,318 | 49 | 15,630 | 5,326 | 40,323 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less: other comprehensive (income) loss attributable to noncontrolling interests |
(0 | ) | | (102 | ) | | (102 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2013 |
¥ | 55,690 | ¥ | (31 | ) | ¥ | (34,379 | ) | ¥ | (30,171 | ) | ¥ | (8,891 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
Millions of yen | ||||||||||||||||||||
Three months ended December 31, 2013 | ||||||||||||||||||||
Unrealized holding gains (losses) on available-for-sale securities(*1) |
Unrealized gains (losses) on cash flow hedges(*2) |
Foreign currency translation adjustment(*4) |
Pension liability adjustment(*5) |
Total | ||||||||||||||||
As of September 30, 2013 |
¥ | 50,502 | ¥ | (89 | ) | ¥ | (34,446 | ) | ¥ | (35,100 | ) | ¥ | (19,133 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) before reclassifications |
4,489 | 48 | (5,383 | ) | 8,179 | 7,333 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) |
699 | 10 | 5,444 | (3,250 | ) | 2,903 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) |
5,188 | 58 | 61 | 4,929 | 10,236 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less: other comprehensive (income) loss attributable to noncontrolling interests |
(0 | ) | | 6 | | 6 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2013 |
¥ | 55,690 | ¥ | (31 | ) | ¥ | (34,379 | ) | ¥ | (30,171 | ) | ¥ | (8,891 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
(*1) | Amounts reclassified from Unrealized holding gains (losses) on available-for-sale securities are included in Other, net of Other income (expense) in the consolidated statements of income. |
(*2) | Amounts reclassified from Unrealized gains (losses) on cash flow hedges are included in Equity in net income (losses) of affiliates, net of applicable taxes in the consolidated statements of income. |
(*3) | Reclassified amounts from Foreign currency translation adjustment to Other, net of Other income (expense) and Equity in net income (losses) of affiliates, net of applicable taxes in the consolidated statements of income are ¥80 million and ¥5,444 million, respectively. |
(*4) | Amounts reclassified from Foreign currency translation adjustment are included in Equity in net income (losses) of affiliates, net of applicable taxes in the consolidated statements of income. |
(*5) | Amounts reclassified from Pension liability adjustment are included in the computation of net periodic pension cost. |
8
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
4. Segment reporting:
DOCOMOs chief operating decision maker (CODM) is its board of directors. The CODM evaluates the performance and makes resource allocations of its segments based on the information provided by DOCOMOs internal management reports. Accounting policies used to determine segment profit or loss and segment assets are consistent with those used to prepare the consolidated financial statements in accordance with U.S. GAAP. There were no transactions between the operating segments.
DOCOMO has five operating segments, which consist of mobile phone business, credit services business, home shopping services business, internet connection services business for hotel facilities, and miscellaneous businesses. The mobile phone business includes mobile phone services (Xi services and FOMA services), satellite mobile communications services, international services and the equipment sales related to these services. Credit services business primarily includes DCMX services. Home shopping services business includes home shopping services business provided primarily through TV media. Internet connection services business for hotel facilities includes high-speed internet connection services for hotel facilities, which are provided in many countries in the world, mainly Asia and Europe. The miscellaneous businesses primarily includes advertisement services, development, sales and maintenance of IT systems.
Due to its quantitative significance, only the mobile phone business qualifies as a reportable segment and therefore is disclosed as such. The remaining four operating segments are each quantitatively insignificant and therefore combined and disclosed as all other businesses.
Millions of yen | ||||||||||||
Nine months ended December 31, 2012 |
Mobile phone business |
All other businesses |
Consolidated | |||||||||
Operating revenues |
¥ | 3,237,564 | ¥ | 133,231 | ¥ | 3,370,795 | ||||||
Operating expenses |
2,512,711 | 155,904 | 2,668,615 | |||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
¥ | 724,853 | ¥ | (22,673 | ) | ¥ | 702,180 | |||||
|
|
|
|
|
|
|||||||
Millions of yen | ||||||||||||
Nine months ended December 31, 2013 |
Mobile phone business |
All other businesses |
Consolidated | |||||||||
Operating revenues |
¥ | 3,196,149 | ¥ | 167,415 | ¥ | 3,363,564 | ||||||
Operating expenses |
2,496,274 | 178,629 | 2,674,903 | |||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
¥ | 699,875 | ¥ | (11,214 | ) | ¥ | 688,661 | |||||
|
|
|
|
|
|
|||||||
Millions of yen | ||||||||||||
Three months ended December 31, 2012 |
Mobile
phone business |
All other businesses |
Consolidated | |||||||||
Operating revenues |
¥ | 1,108,863 | ¥ | 54,612 | ¥ | 1,163,475 | ||||||
Operating expenses |
870,790 | 61,614 | 932,404 | |||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
¥ | 238,073 | ¥ | (7,002 | ) | ¥ | 231,071 | |||||
|
|
|
|
|
|
|||||||
Millions of yen | ||||||||||||
Three months ended December 31, 2013 |
Mobile
phone business |
All other businesses |
Consolidated | |||||||||
Operating revenues |
¥ | 1,105,562 | ¥ | 59,031 | ¥ | 1,164,593 | ||||||
Operating expenses |
886,476 | 62,610 | 949,086 | |||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
¥ | 219,086 | ¥ | (3,579 | ) | ¥ | 215,507 | |||||
|
|
|
|
|
|
DOCOMO does not disclose geographical information since the amounts of operating revenues generated outside Japan are immaterial.
9
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
5. Contingencies:
(1) Litigation
DOCOMO is involved in litigation and claims arising in the ordinary course of business. Management believes that no litigation or claims outstanding, pending or threatened against DOCOMO would have a materially adverse effect on its results of operations, cash flows or financial position.
(2) Guarantees
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 estimates the 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:
Fair value is defined 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value according to observability. The inputs are described as follows:
Level 1quoted prices in active markets for identical assets or liabilities
Level 2inputs other than quoted prices included within Level 1 that are observable for the asset or liability
Level 3unobservable inputs for the asset or liability
DOCOMO also distinguishes assets and liabilities measured at fair value every period on a recurring basis from those measured on a nonrecurring basis in certain circumstances.
(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 March 31, 2013 and December 31, 2013 were as follows:
Millions of yen | ||||||||||||||||
March 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities |
||||||||||||||||
Equity securities (domestic) |
¥ | 62,076 | ¥ | 62,076 | ¥ | | ¥ | | ||||||||
Equity securities (foreign) |
78,789 | 78,789 | | | ||||||||||||
Debt securities (foreign) |
29 | 29 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale securities |
140,894 | 140,894 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives |
||||||||||||||||
Foreign exchange forward contracts |
¥ | 7 | ¥ | | ¥ | 7 | ¥ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivatives |
7 | | 7 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
¥ | 140,901 | ¥ | 140,894 | ¥ | 7 | ¥ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Derivatives |
||||||||||||||||
Foreign currency option contracts |
¥ | 369 | ¥ | | ¥ | 369 | ¥ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivatives |
369 | | 369 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
¥ | 369 | ¥ | | ¥ | 369 | ¥ | | ||||||||
|
|
|
|
|
|
|
|
There were no transfers between Level 1 and Level 2.
11
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
Millions of yen | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities |
||||||||||||||||
Equity securities (domestic) |
¥ | 90,439 | ¥ | 90,439 | ¥ | | ¥ | | ||||||||
Equity securities (foreign) |
85,930 | 85,930 | | | ||||||||||||
Debt securities (foreign) |
5 | 5 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total available-for-sale securities |
176,374 | 176,374 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivatives |
||||||||||||||||
Foreign exchange forward contracts |
¥ | 5 | ¥ | | ¥ | 5 | ¥ | | ||||||||
Foreign currency option contracts |
228 | | 228 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total derivatives |
233 | | 233 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
¥ | 176,607 | ¥ | 176,374 | ¥ | 233 | ¥ | | ||||||||
|
|
|
|
|
|
|
|
There were no transfers between Level 1 and Level 2.
Available-for-sale securities
Available-for-sale securities include marketable equity securities and debt securities, which are valued using quoted prices in active markets for identical assets. Therefore, these securities are classified as Level 1.
Derivatives
Derivative instruments are foreign exchange forward contracts and foreign currency option contracts, which are measured based on observable market data. Therefore, these derivatives are classified as Level 2.
12
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
(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 in certain circumstances. DOCOMO may be required to measure fair value of receivables held for sale, long-lived assets, equity securities whose fair values are not readily determinable, and other assets or liabilities on a nonrecurring basis.
DOCOMO uses valuation techniques such as a discounted cash flow method and market approach techniques in order to determine the fair value of assets and liabilities classified as Level 3. DOCOMO selects a valuation technique which best reflects the nature, characteristics, and risks of each asset and liability, and also determines the unobservable inputs using the best and most relevant data available. DOCOMO verifies the appropriateness of valuation techniques and unobservable inputs, and may use third-party pricing information to evaluate the appropriateness of our valuation during the verification processes.
DOCOMOs assets that were measured at fair value on a nonrecurring basis were as follows:
Millions of yen | ||||||||||||||||||||
Nine months ended December 31, 2012 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | gains (losses) (before taxes) |
||||||||||||||||
Assets: |
||||||||||||||||||||
Receivables held for sale |
¥ | 728,981 | ¥ | | ¥ | 728,981 | ¥ | | ¥ | (8,386 | ) | |||||||||
Investments in affiliates |
3,211 | | | 3,211 | (19,076 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
Millions of yen | ||||||||||||||||||||
Nine months ended December 31, 2013 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | gains (losses) (before taxes) |
||||||||||||||||
Assets: |
||||||||||||||||||||
Receivables held for sale |
¥ | 689,275 | ¥ | | ¥ | 689,275 | ¥ | | ¥ | (8,538 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
Millions of yen | ||||||||||||||||||||
Three months ended December 31, 2012 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | gains
(losses) (before taxes) |
||||||||||||||||
Assets: |
||||||||||||||||||||
Receivables held for sale |
¥ | 405,091 | ¥ | | ¥ | 405,091 | ¥ | | ¥ | (6,991 | ) | |||||||||
Investments in affiliates |
3,211 | | | 3,211 | (19,076 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
Millions of yen | ||||||||||||||||||||
Three months ended December 31, 2013 | ||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | gains
(losses) (before taxes) |
||||||||||||||||
Assets: |
||||||||||||||||||||
Receivables held for sale |
¥ | 460,294 | ¥ | | ¥ | 460,294 | ¥ | | ¥ | (6,878 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
Receivables held for sale
Receivables held for sale are measured at the lower of cost or fair value.
Receivables held for sale are classified as Level 2. DOCOMO measures the fair value of the receivables held for sale by discounting, at LIBOR-based discount rates, estimated future cash flows while taking into account factors such as default probabilities and loss severity of similar trade receivables.
Investments in affiliates
Investments in affiliates was measured based on discounted cash flow method using unobservable inputs as a decline in value was other than temporary. Therefore, it was classified as Level 3.
13
NTT DOCOMO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
The valuation techniques and significant unobservable inputs used to develop measurements of assets at fair value on a nonrecurring basis in Level 3 were as follows.
Millions of yen | ||||||||||||||||
Nine months ended December 31, 2012 | ||||||||||||||||
Fair value | Valuation technique | Significant Unobservable input |
Input value | |||||||||||||
Assets: |
||||||||||||||||
Investments in affiliates |
3,211 | |
Discounted cash flow method |
|
|
Weighted average cost of capital |
|
15.9% | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Millions of yen | ||||||||||||||||
Three months ended December 31, 2012 | ||||||||||||||||
Fair value | Valuation technique | Significant Unobservable input |
Input value | |||||||||||||
Assets: |
||||||||||||||||
Investments in affiliates |
3,211 | |
Discounted cash flow method |
|
|
Weighted average cost of capital |
|
15.9% | ||||||||
|
|
|
|
|
|
|
|
7. Subsequent event:
None
14