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Annual Securities Report Annual Securities Report (The 27th Fiscal Year) NTT DOCOMO, INC. This is an English translation of the Annual Securities Report of NTT DOCOMO, INC. and its subsidiaries (“DOCOMO,” the “Company,” “we,” or “our Group”). This translation includes a translation of the audit report of KPMG AZSA LLC, DOCOMO’s independent auditor, of the financial statements included in the original Japanese language Annual Securities Report. 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 Annual Securities Report. Table of Contents Cover …………………………………………………………………………………………………………………………… 1 Section 1 The Company Information …………………………………………………………………………………………… 2 Item 1. Overview of the Company ………………………………………………………………………………………………… 2 1. Key Management Indicators and Other Data ……………………………………………………………………………… 2 2. History ……………………………………………………………………………………………………………………… 5 3. Description of Business …………………………………………………………………………………………………… 6 4. Status of Parent Company, Subsidiaries and Affiliates …………………………………………………………………… 16 5. Employees ………………………………………………………………………………………………………………… 21 Item 2. Overview of Business …………………………………………………………………………………………………… 23 1. Business Policy, Business Environment, Issues to Address, etc. …………………………………………………………… 23 2. Risks Relating to Our Business …………………………………………………………………………………………… 26 3. Management’s Analysis on the Company’s Financial Condition, Results of Operations and Cash Flow Conditions ……… 35 4. Material Contracts for Management of the Company ……………………………………………………………………… 71 5. Research and Development Activities ……………………………………………………………………………………… 72 Item 3. Status of Equipment ……………………………………………………………………………………………………… 74 1. Overview of Capital Expenditures, etc. …………………………………………………………………………………… 74 2. Major Facilities …………………………………………………………………………………………………………… 75 3. Planned Additions, Retirements, etc. of Facilities ………………………………………………………………………… 77 Item 4. Status of NTT DOCOMO, INC. ………………………………………………………………………………………… 78 1. Status of Shares, etc. ………………………………………………………………………………………………………… 78 2. Status of Acquisition, etc. of Treasury Stock………………………………………………………………………………… 82 3. Dividend Policy ……………………………………………………………………………………………………………… 84 4. Changes in Share Prices ……………………………………………………………………………………………………… 84 5. Information about Officers …………………………………………………………………………………………………… 85 6. The State of Corporate Governance, etc. …………………………………………………………………………………… 92 Item 5. Financial Information ……………………………………………………………………………………………………… 105 1. Consolidated Financial Statements ………………………………………………………………………………………… 106 2. Non-consolidated Financial Statements ……………………………………………………………………………………… 179 Item 6. Overview of Operational Procedures for Shares of NTT DOCOMO, INC. ……………………………………………… 203 Item 7. Reference Information on NTT DOCOMO, INC. ………………………………………………………………………… 204 1. Information on Parent Company and Other Companies of NTT DOCOMO, INC. ………………………………………… 204 2. Other Reference Information………………………………………………………………………………………………… 204 Section 2 Information about Company which Provides Guarantee to NTT DOCOMO, INC. …………………………………… 205 Independent Auditor’s Report Internal Control Report Confirmation Letter These documents have been translated from Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. [Cover] [Document Filed] Annual Securities Report [Applicable Law] Article 24, Paragraph 1 of the Financial Instruments and Exchange Act [Filed to] Director, Kanto Local Finance Bureau [Filing Date] June 20, 2018 [Fiscal Year] The 27th Fiscal Year (From April 1, 2017 to March 31, 2018) [Company Name] Kabushiki Kaisha NTT DOCOMO [Company Name in English] NTT DOCOMO, INC. [Title and Name of Representative] Kazuhiro Yoshizawa, Representative Director, President and Chief Executive Officer [Address of Head Office] 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo [Telephone Number] +81-3-5156-1111 [Contact Person] Hideki Maeda, Senior Manager, General Affairs Department [Nearest Contact Place] 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo [Telephone Number] +81-3-5156-1111 [Contact Person] Hideki Maeda, Senior Manager, General Affairs Department [Place Available for Public Inspection] Tokyo Stock Exchange, Inc. (2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo) 1 Section 1 The Company Information Item 1. Overview of the Company 1. Key Management Indicators and Other Data (1) Consolidated Management Indicators U.S. GAAP (Millions of yen, unless otherwise stated) Fiscal Year 23rd 24th 25th 26th 27th Year Ended March 2014 March 2015 March 2016 March 2017 March 2018 Operating revenues 4,461,203 4,383,397 4,527,084 4,584,552 4,769,409 Income before income taxes and equity in net income 833,049 643,883 778,021 949,563 1,096,625 (losses) of affiliates Net income attributable to 464,729 410,093 548,378 652,538 744,542 NTT DOCOMO, INC. Comprehensive income attributable to NTT 523,431 453,102 510,667 662,281 783,458 DOCOMO, INC. NTT DOCOMO, INC. 5,643,366 5,380,072 5,302,248 5,530,629 5,680,409 shareholders’ equity Total assets 7,508,030 7,146,340 7,214,114 7,453,074 7,748,290 NTT DOCOMO, INC. shareholders’ equity per share 1,360.91 1,386.09 1,409.94 1,492.91 1,580.88 (yen) Basic earnings per share attributable to NTT 112.07 101.55 141.30 175.12 201.73 DOCOMO, INC. (yen) Diluted earnings per share attributable to NTT – – – – – DOCOMO, INC. (yen) Shareholders’ equity ratio (%) 75.2 75.3 73.5 74.2 73.3 ROE (%) 8.4 7.4 10.3 12.0 13.3 Price earnings ratio (times) 14.5 20.5 18.1 14.8 13.5 Cash flows from operating 1,000,642 962,977 1,209,131 1,312,418 1,511,540 activities Cash flows from investing (703,580) (651,194) (375,251) (943,094) (718,372) activities Cash flows from financing (269,793) (734,257) (583,608) (433,097) (690,406) activities Cash and cash equivalents at 526,920 105,553 354,437 289,610 392,749 end of year Number of employees 24,860 25,680 26,129 26,734 27,464 [Separately, average number [11,393] [11,732] [11,759] [10,447] [9,515] of temporary employees] (persons) Notes: 1. Operating revenues do not include consumption taxes, etc. 2. NTT DOCOMO, INC. shareholders’ equity per share and basic earnings per share attributable to NTT DOCOMO, INC. are calculated based on the number of issued shares less the number of treasury stock. 2 3. Diluted earnings per share attributable to NTT DOCOMO, INC. are not stated, as there are no potential shares with dilutive effects. 4. The number of employees does not include seconded personnel from consolidated companies to other companies, but does include seconded personnel from other companies to consolidated companies. 3 (2) Non-Consolidated Management Indicators and Other Data of NTT DOCOMO, INC. Japanese GAAP (Millions of yen, unless otherwise stated) Fiscal Year 23rd 24th 25th 26th 27th Year Ended March 2014 March 2015 March 2016 March 2017 March 2018 Operating revenues 4,432,980 4,285,456 4,461,505 4,588,579 4,807,129 Recurring profit 899,287 608,186 750,261 937,816 969,361 Net income 483,232 359,339 461,006 629,165 847,735 Common stock 949,679 949,679 949,679 949,679 949,679 Total number of issued shares 4,365,000,000 4,085,772,000 3,958,543,000 3,899,563,000 3,782,299,000 (shares) Net assets 5,471,898 5,167,944 4,988,846 5,222,663 5,416,930 Total assets 7,077,373 6,664,791 6,595,645 6,829,897 7,138,999 Net assets per share (yen) 1,319.56 1,331.44 1,326.60 1,409.78 1,507.55 Dividends per share 60 65 70 80 100 [Of the above, interim [30] [30] [35] [40] [50] dividends per share] (yen) Earnings per share (yen) 116.53 88.99 118.79 168.85 229.68 Diluted earnings per share – – – – – (yen) Equity ratio (%) 77.3 77.5 75.6 76.5 75.9 ROE (%) 9.0 6.8 9.1 12.3 15.9 Price earnings ratio (times) 14.0 23.4 21.5 15.4 11.8 Payout ratio (%) 51.5 73.0 58.9 47.4 43.5 Number of employees 10,973 7,344 7,616 7,609 7,767 (persons) Notes: 1. Operating revenues do not include consumption taxes, etc. 2. Net assets per share and earnings per share are calculated based on the total number of issued shares less the number of treasury stock. 3. Diluted earnings per share is not stated, as no potential shares such as bonds with subscription rights to shares were issued. 4. The number of employees does not include seconded personnel from NTT DOCOMO, INC. to other companies, but does include seconded personnel from other companies to NTT DOCOMO, INC. 4 2. History NTT DOCOMO, INC. (the “Company”) was established in August 1991 as NTT Mobile Communications Planning Co., Ltd., based on the government’s policy in March 1990 to split off the mobile communications business of NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT). The primary changes in the Company and the NTT DOCOMO group (“DOCOMO”) that have occurred since then are as follows: Date History August 1991 NTT Mobile Communications Planning Co., Ltd. was established through an investment by NTT. November 1991 Regional Mobile Communications Planning Co., Ltd. companies (Hokkaido, Tohoku, Tokai, Hokuriku, Kansai, Chugoku, Shikoku, and Kyushu) were established (hereinafter, the “eight Regional Planning Companies”). April 1992 Changed the corporate name to NTT Mobile Communications Network, Inc. July 1992 Took over operations of the mobile telecommunications business (mobile phones, car phones, pagers, maritime
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