Attachment 1 Exhibit 3-1

Articles of Incorporation

of Coca-Cola Central Japan Co., Ltd.

(New company to be incorporated through the company split)

CHAPTER I. GENERAL PROVISIONS

Article 1.

Trade Name

The Company shall be called “コカ・コーラセントラルジャパン株式会社 (Coca-Cola Central Japan Kabusiki Kaisha)”, which shall be expressed in English as “Coca-Cola Central Japan Co., Ltd.”

Article 2.

Objectives

1. The objectives of the Company shall be to engage in, or to control and manage business activities, by holding the shares or equity of a corporation engaged in, the following businesses:

(1)

Production, processing and sale of soft drinks;

(2)

Production, processing and sale of various types of beverages, confectioneries and other food items;

(3)

Sale of beverages and foods in vending machines;

(4)

Sale, manufacturing, processing, lease, maintenance and repair of various types of vending machines, refrigerating and warming devices and their parts, accessories and attachments;

(5)

Sale of tobacco and alcoholic beverages;

(6)

Sale, provision of services for designing, building, installing and producing, as well as giving technical instructions for, the production facility and ancillary devices for various types of beverages;

(7)

Manufacturing and sale of plastic bottles for beverages;

(8)

Providing quality control services for soft drinks;

(9)

Sale, maintenance and repair of information communication devices and electronic information transmission devices;

(10)

Sale of magnetic prepayment cards;

(11)

Development of software and sale and lease of relevant equipment;

(12)

Sale and purchase, lease, brokerage and management of real properties;

(13)

Non-life insurance agency business, insurance agency business under the Automobile Liability Security Act and life-insurance solicitor business;

(14)

Hotel, coffee shop and restaurant business;

(15)

Management and lease of sports facilities, entertainment places, amusement parks and other recreational facilities;

(16)

Automobile repair and mechanic business;

(17)

Truck transportation business and cargo transportation handling business;

(18)

Warehousing business;

(19)

Money lending business;

(20)

Electrical engineering business

(21)

General leasing business; and

(22)

Any and all businesses incidental to and relating to those described in each Item above

2. The Company may engage in a transaction or activity incidental or relating to the businesses set out in the preceding Paragraph.

Article 3.

Location of Head Office

The Company shall have its head office located in Yokohama city, Kanagawa prefecture.

Article 4.

Organization

The Company shall have the following corporate organizations in addition to the shareholders meeting and the directors:

(1) board of directors;

(2) company auditors; and

(3) Accounting auditor.

Article 5.

Method of Public Notice

Public notices made by the Company shall be given by way of electronic public notice. If any public notice cannot be given by way of electronic public notice due to an accident or for any other unavoidable reason, it shall be published in the Nihon Keizai Shimbun.

CHAPTER II. SHARES

Article 6.

Total Number of Authorized Shares

The total number of shares which the Company is authorized to issue shall be four (4).

Article 7.

Non-Issuance of Share Certificates

The Company shall not issue share certificates with respect to the shares issued by the Company.

Article 8.

Restriction on Assignment of Shares

No share of the Company shall be assigned without the approval of the board of directors.

CHAPTER III. SHAREHOLDERS MEETING

Article 9.

Convocation

1. An annual shareholders meeting of the Company shall be convened within three (3) months from the date following the last day of each business year, and an extraordinary shareholders meeting may be convened whenever necessary.

2. Any shareholders meeting shall be convened in Yokohama city, Kanagawa prefecture.

Article 10.

Record Date for Annual Shareholders Meeting

The record date for determining the shareholders who are entitled to exercise their voting rights at the annual shareholders meeting shall be December 31 of each year.

Article 11.

Person to Convene Shareholders Meeting and Chairman Thereof

1. The shareholders meeting shall be convened by the representative director upon a resolution of the board of directors, unless otherwise stipulated in laws; provided, however, that, in the case that the representative director is unable to so act, one of the other directors shall take the representative director’s place in an order predetermined by the board of directors.

2. The representative director shall act as chairman of the shareholders meeting; provided, however, that, in the case that the representative director is unable to so act, one of the other directors shall take the representative director’s place in an order predetermined by the board of directors.

Article 12.

Method of Resolution

1. Unless otherwise provided by laws or these Articles of Incorporation, a resolution of a shareholders meeting shall be adopted upon a majority of affirmative votes of the shareholders present, who are entitled to exercise their voting rights at such meeting.

2. Resolutions prescribed in Article 309, Paragraph 2 of the Companies Act shall be adopted upon two-thirds (2/3) or more affirmative votes of shareholders at a meeting at which shareholders representing one-third (1/3) or more of the voting rights held by all shareholders who are entitled to exercise their voting rights at such meeting are present.

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS

Article 13.

Number of Directors

The Company shall have not more than seventeen (17) directors.

Article 14.

Appointment of Directors

1. Directors shall be appointed by a resolution of a shareholders meeting.

2. A resolution for the appointment of directors shall be adopted by a majority affirmative vote of shareholders at the meeting at which shareholders representing one-third (1/3) or more of the voting rights held by all shareholders who are entitled to exercise their voting rights at such meeting are present.

3. No cumulative vote may apply to a resolution for the appointment of directors.

Article 15.

Term of Office of Directors

The term of office of the directors shall expire at the conclusion of the annual shareholders meeting held with respect to the last business year ending within one (1) year after their appointment.

Article 16.

Representative Director and Directors with Special Titles

1. The Company shall appoint the representative director by a resolution of the board directors.

2. The representative director shall represent the Company and execute the Company’s business pursuant to resolutions of the board of directors.

3. The board of directors may appoint, by a resolution thereof, one (1) chairman of the board, one (1) director and president and several director vice-president(s), senior managing director(s) and managing director(s).

Article 17.

Person to Convene a Meeting of the Board of Directors and the Chairman Thereof

Unless otherwise provided by laws, a meeting of the board of directors shall be convened by the chairman of the board or the director and president, who shall act as chairman thereat; provided, however, that, in the case that the chairman of the board or the director and president is unable to so act, one of the other directors shall take their place in an order predetermined by the board of directors.

Article 18.

Notice of Convocation of Meeting of the Board of Directors

Notice of convocation of a meeting of the board of directors shall be given to each director and each company auditor at least three (3) days prior to the date of the meeting; provided, however, that such notice period may be shortened if it is necessary in the case of an emergency.

Article 19.

Method of Resolution of the Board of Directors

1. A resolution of the board of directors shall be adopted by a majority vote of the directors at a meeting at which a majority of the directors who are entitled to participate in the resolution are present.

2. Notwithstanding the preceding Paragraph, a resolution of the board of directors shall be deemed to have been made if the requirement stipulated in Article 370 of the Companies Act is satisfied.

Article 20.

Board of Directors’ Regulations

Matters relating to the board of directors shall be determined pursuant to laws and these Articles of Incorporation, as well as the board of directors’ regulations to be established by the board of directors.

Article 21.

Indemnification of Directors

1. Pursuant to Article 426, Paragraph 1 of the Companies Act, the Company may, by a resolution of the board of directors, limit the liability of a director (including any person who was a director) for damage incurred by the Company due to his/her neglect in his/her duties as a director, to the extent permitted by laws.

2. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may execute a contract with an outside director to limit his/her liability for damage incurred by the Company due to his/her neglect in his/her duties as a director; provided, however, that, the maximum extent of the limitation on his/her liability for the said damage under such contract shall be the amount prescribed in laws.

CHAPTER V. COMPANY AUDITORS

Article 22.

Number of Company Auditors

The Company shall have not more than four (4) company auditors.

Article 23.

Appointment of Company Auditors

1. The company auditors shall be appointed by a resolution of a shareholders meeting.

2. A resolution for the appointment of company auditors shall be adopted by a majority affirmative vote of shareholders at a meeting at which shareholders representing one-third (1/3) or more of the voting rights held by all shareholders who are entitled to exercise their voting rights at such meeting are present.

Article 24.

Term of Office of Company Auditors

1. The term of office of the company auditors shall expire at the conclusion of the annual shareholders meeting held with respect to the last business year ending within four (4) years after their appointment.

2. The term of office of any company auditor appointed to fill a vacancy created due to the resignation of a company auditor prior to the expiration of his/her term of office shall be the same as the remaining period of the term of office of his/her predecessor.

Article 25.

Indemnification of Company Auditors

1. Pursuant to Article 426, Paragraph 1 of the Companies Act, the Company may, by a resolution of the board of directors, limit the liability of a company auditor (including any person who was a company auditor) for damage incurred by the Company due to his/her neglect in his/her duties as a company auditor, to the extent permitted by laws.

2. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may execute a contract with an outside company auditor to limit his/her liability for damage incurred by the Company due to his/her neglect in his/her duties as a company auditor; provided, however, that, the maximum extent of the limitation on his/her liability for the said damage under such contract shall be the amount prescribed in laws.

CHAPTER VI. ACCOUNTS

Article 26.

Business Year

The business year of the Company shall commence on January 1 and end on December 31 of each year.

Article 27.

Surplus Dividend

The record date for a year-end dividend of the Company shall be December 31 of each year.

Article 28.

Interim Dividend

The Company may, by a resolution of the board of directors, make an interim dividend, the record date of which shall be June 30 of each year.

Article 29.

Period of Exclusion for Payment of Dividends

1. If any year-end dividend or interim dividend has not been received after the lapse of three (3) full years from the date such dividend is tendered for payment, the Company shall be discharged from its obligation to pay such dividend.

2. No interest shall accrue on any year-end dividend and interim dividend.

SUPPLEMENTARY PROVISIONS

Article 1.

Initial Business Year

The initial business year of the Company shall be from the date of incorporation of the Company to December 31, 2013.

Attachment 1 Exhibit 3-2

Schedule of Succeeded Rights and Obligations

The assets, liabilities and obligations, contractual positions and rights and obligations incidental thereto, employment agreements and other rights and obligations to be succeeded to by the New Company from the Splitting Company upon the Company Split as of the Incorporation Date of the New Company shall be as follows:

1.	Succeeded Assets

Any and all assets held by the Splitting Company in connection with the Business immediately prior to the Incorporation Date of the New Company; provided, however, that the following assets shall be excluded from the succession upon the Company Split as assets relating to the group management business and the property management business of the Splitting Company:

(1)

800 million yen out of the total cash and deposits and deposits in deposit accounts for share administration;

(2)

Land, buildings and structures held by the Splitting Company (including any assets ancillary or related thereto);

(3)

Machinery, tools, furniture and fixtures and lease assets relating to the production and logistics business held by the Splitting Company (including any assets ancillary or related thereto);

(4)

Intellectual properties such as patents, utility model rights, design rights, trademarks, copyrights and know-how held by the Splitting Company (including those licensed by third parties). For the avoidance of doubt, the Splitting Company shall grant to the New Company, without consideration, licenses and use rights for the intellectual properties held by the Splitting Company in connection with the Business immediately prior to the Incorporation Date of the New Company;

(5)

The shares in the following companies scheduled to be acquired by the Splitting Company as of the Incorporation Date of the New Company:

Mikuni Coca-Cola Bottling Co., Ltd.;

Tokyo Coca-Cola Bottling Co., Ltd.; and

TONE Coca-Cola Bottling Co., Ltd.; and

(6)

In addition to the above, other current and fixed assets arising in the group management business and the property management business of the Splitting Company, except for the shares in the Splitting Company’s subsidiaries and affiliates held by the Splitting Company.

2.	Succeeded Liabilities and Obligations

Any and all liabilities and obligations owed by the Splitting Company in connection with the Business immediately prior to the Incorporation Date of the New Company, except for the following liabilities relating to the group management business and the property management business of the Splitting Company:

(1)

Accrued taxes;

(2)

Deferred tax liabilities; and

(3)

In addition to the above, other current and fixed liabilities arising in the group management business and the property management business of the Splitting Company.

3.	Succeeded Contractual Positions, etc. (except for those referred to in 4 below)

The contractual positions under any and all agreements to which the Splitting Company is a party in connection with the Business immediately prior to the Incorporation Date of the New Company and any and all rights and obligations incidental thereto, except for:

(1)

Bottler agreements executed between The Coca-Cola Company and Coca-Cola (Japan) Co., Ltd. (including any agreements incidental or related thereto);

(2)

Agreements executed with the accounting auditor (including any agreements incidental or related thereto);

(3)

The shareholder registry administration agreement executed with the shareholder registry administrator (including any agreements incidental or related thereto);

(4)

Agreements on deposit accounts for share administration executed with a financial institution;

(5)

Any and all agreements executed with securities firms (including any agreements incidental or related thereto), except for the agreements relating to trading in listed shares;

(6)

Listing agreements executed in connection with the listing of securities issued by the Splitting Company on the Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. (including any agreements incidental or related thereto);

(7)

Agreements on directors and officers’ liability insurance; and

(8)

Agreements incidental or related to the assets and liabilities not to be succeeded to by the New Company.

4.	Succeeded Employment Agreements, etc.

The employment agreements with the employees who belong to the Splitting Company and engage in the Business (including seconded employees, temporary employees, contract employees and part-time employees) immediately prior to the Incorporation Date of the New Company and any rights and obligations incidental thereto, as well as the employment conditions stipulated in the rules of employment. For the avoidance of doubt, a new collective agreement having the same terms and conditions as those of the collective agreement executed between the Splitting Company and the labor union of Coca-Cola Central Japan Co., Ltd. shall be deemed to be executed between the New Company and such labor union as of the Incorporation Date of the New Company.

5.	Permissions, etc.

Any permissions, authorizations, approvals, registrations and notifications that have been obtained by the Splitting Company in connection with the Business immediately prior to the Incorporation Date of the New Company, the succession of which is allowed by applicable laws and regulations

End

Attachment 2

Articles of Incorporation of Coca-Cola Central Japan Co., Ltd.

Chapter 1 – General Rules

Article 1

Trade Name

The Company shall be called Coca-Cola Central Japan Kabushikigaisha, and the name in English shall be Coca-Cola Central Japan Co., Ltd.

Article 2

Purpose

The purpose of the Company shall be to engage in the following activities and to control and manage the business activities of other companies by owning shares and equity in companies which engage in the following activities.

(1)

Manufacture, processing and sale of soft drinks

(2)

Manufacture, processing and sale of various drinks and groceries such as confectionary, etc.

(3)

Sale of drinks and groceries via vending machines

(4)

Sale, manufacture, processing, lease, maintenance, and repair of various types of vending machines, refrigerators, heating devices and their parts, appliances and accessories

(5)

Sale, manufacture, processing, lease, maintenance, and repair of various types of vending machines, refrigerators, heating devices and their parts, appliances and accessories

(6)

Contracting and technical guidance for the sale and design, production, installation and construction, and production activities for equipment and incidental equipment for various drinks

(7)

Manufacture and sale of synthetic resin containers for drinks

(8)

Contracting of quality management work for soft drinks

(9)

Sale, maintenance and repair of communications devices and electronic information transmission devices

(10)

Sale of prepaid magnetic cards

(11)

Development of software and the sale and lease of related equipment

(12)

Purchase and sale, lease, mediation and management of real estate

(13)

Non-life insurance agent operations, insurance agent operations pursuant to the Automobile Liability Security Act and solicitation of life insurance

(14)

Hotel, café, and restaurant business

(15)

Management and lease of recreational facilities such as sports facilities, amusement centers, and amusement parks

(16)

Repair and maintenance of automobiles

(17)

Motor truck carrier and cargo transportation business

(18)

Warehousing

(19)

Money lending

(20)

Electrical work

(21)

General leasing

(22)

Any and all business incidental or relating to each of the preceding items.

The Company may engage in transactions or acts incidental or relating to the various activities provided for in the preceding paragraph.

Article 3

Location of Head Office

The Company shall have its head office located in Yokohama, Kanagawa.

Article 4

Organs

In addition to the Shareholders Meeting and Directors, the Company shall establish the following organs.

(1)

Board of Directors;

(2)

Auditors;

(3)

Board of Auditors; and

(4)

accounting auditors.

Article 5

Method of Giving Public Notices

The Company’s notifications and announcements shall be published electronically in a gazette. However, public notices shall be included in the Nihon Keizai Shimbun in the event that the Company is unable to make announcements electronically due to accidents or some other unavoidable circumstance.

Chapter 2 - Shares

Article 6

Total Number of Authorized Shares

The total number of shares authorized to be issued by the Company shall be 171,000,000.

Article 7

Acquisition of Treasury Shares

The Company may acquire treasury shares by market transactions, etc. by the Board of Directors’ resolution in accordance with the regulations of Article 165, Paragraph 2 of the Companies Act.

Article 8

Share Unit

The number of shares constituting one unit of shares in the Company shall be 100.

Article 9

Rights of Shares of Less Than One Unit

The Company’s shareholders may not exercise any rights other than the rights stated below with regard to the shares of less than one unit that they own.

(1)

Rights provided for in each item of Article 189, Paragraph 2 of the Companies Act;

(2)

The right to request in accordance with the regulations of Article 166 Paragraph 1 of the Companies Act;

(3)

The right to receive an allocation of shares for subscription and an allocation of share options for subscription according to the number of shares owned by the shareholder; or

(4)

The right to request set forth in the following Article.

Article 10

Buying Up Share of Less Than One Unit

The Company’s shareholders may request the sale of the number of shares which, together with the number of shares of less than one unit which they hold, constitute one share unit in accordance with that set forth in the Rules Concerning Share Handling.

Article 11

Administrator of Shareholder Registry

The Company shall appoint an administrator of shareholder register.

The administrator of shareholder register and the administrative work handling location thereof shall be determined by a resolution of the Board of Directors and public notice shall be given thereof.

The preparation and keeping of the Company’s shareholder register and share option register and other administrative work relating to the shareholder register and share option register shall be entrusted to the administrator of shareholder register, and shall not be handled by the Company.

Article 12

Share Handling Regulations

In addition to that provided for in laws and regulations and these Articles of Incorporation, handling and charges relating to shares in the Company shall be in accordance with the Share Handling Regulations set forth by the Board of Directors.

Chapter 3 – Annual Shareholders Meetings

Article 13

Convocation

The Annual Shareholders Meeting shall be convened within three months of the end of each business year, and the Extraordinary Shareholders Meeting shall be called whenever necessary.

The Shareholders Meeting shall be convened in Yokohama, Kanagawa.

Article 14

Record Date for Annual Shareholders Meetings

The record date for resolutions of the Company’s Annual Shareholders Meetings shall be December 31 of each year.

Article 15

Convener and Chairman

Unless otherwise provided for in laws and regulations, the Shareholders Meetings shall be called by the Representative Director following a resolution of the Board of Directors; provided, however, that when the Representative Director is unable to call a meeting, another Director shall call a meeting in lieu thereof according to the order of priority determined in advance by the Board of Directors.

The Representative Director shall act as the Chairman of the Annual Shareholders Meeting; provided, however, that when the Representative Director is unable to act as Chairman, another Director shall act as the Chairman in lieu thereof according to the order of priority determined in advance by the Board of Directors.

Article 16

Proxy Voting

A shareholder may have another shareholder who has voting rights in the Company exercise their vote as a proxy.

In the case provided for in the preceding paragraph the shareholder or the proxy must submit a document evidencing the authority of proxy to the Company for each the Shareholders Meeting.

Article 17

Resolutions

Unless otherwise provided for in laws and regulations or these Articles of Incorporation, resolutions of the Annual Shareholders Meetings shall be passed by the majority of voting rights of the voting rights of shareholders in attendance who are able to exercise their voting rights.

Resolutions as provided for in Article 309, Paragraph 2 of the Companies Act shall be made by a minimum of one third of the voting rights of shareholders entitled to exercise their voting rights being in attendance and when a majority of two thirds or more of the votes of such voting rights are in agreement.

Chapter 4 – Directors and the Board of Directors

Article 18

Number of Directors

The Company shall appoint no more than 17 Directors.

Article 19

Election of Directors

Directors shall be elected by a resolution of the Shareholders Meeting.

Resolutions on the election of Directors shall be made by one third of the voting rights of shareholders entitled to exercise their voting rights being in attendance and when a majority of the votes of such voting rights are in agreement.

The election of Directors shall not be based on a cumulated vote.

Article 20

Term of Office of Directors

The term of office of Directors shall continue until the conclusion of the Annual Shareholders Meeting for the final business year which ends within one year of his/her appointment.

Article 21

Representative Directors and Directors with Executive Titles

The Company shall appoint a Representative Director by the Board of Directors’ resolution.

The Representative Director shall represent the Company and execute the business of the Company pursuant to the Board of Directors’ resolution.

The Board of Directors may appoint, by a resolution thereof, one Chairman, one President, and a number of Vice-Presidents, Executive Managing Directors, and Managing Directors.

Article 22

Convener and Chairman of the Board of Directors Meetings

Unless otherwise provided for in laws and regulations, the Board of Directors Meetings shall be convened by the Chairman or the President and the Chairman or the President shall chair the meeting; provided, however, that when the Chairman or the President is unable to call the meeting, another Director shall call the meeting in lieu thereof according to the order of priority determined in advance by the Board of Directors.

Article 23

Notice of Calling Board of Directors Meetings

Notice of the calling of the Board of Directors Meeting shall be issued to each Director and each Auditor three days prior to the meeting; provided, however, that this period may be shortened in emergency situations.

Article 24

Resolutions of Board of Directors Meetings, etc.

The Board of Directors’ resolutions shall be made by a majority of the Directors entitled to participate in the vote being present and when a majority of such Directors are in agreement.

Notwithstanding the provisions of the preceding paragraph, the Board of Directors’ resolution shall be deemed to have been approved when the requirements of Article 370 of the Companies Act have been met.

Article 25

Board of Directors Rules

In addition to that provided for in laws and regulations and these Articles of Incorporation, matters relating to the Board of Directors shall be in accordance with the Board of Directors Rules set forth by the Board of Directors.

Article 26

Directors Exemption from Liability

The Company may be exempted by resolution of the Board of Directors, limited to the amount provided for in laws and regulations, from liability for damages incurred by Directors (including former Directors) resulting from neglect of duties, in accordance with the provisions of Article 426, Paragraph 1 of the Companies Act.

The Company may enter into agreements with outside directors which limit liability for damages resulting from neglect of duties, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act; provided, however, that the limit of liability for compensation pursuant to such agreements shall be the amount provided for in laws and regulations.

Chapter 5 –Auditors and Board of Auditors

Article 27

Number of Auditors

The Company shall appoint no more than four Auditors.

Article 28

Election of Auditors

Auditors shall be elected by a resolution of the Shareholders Meeting.

Resolutions on the election of Auditors shall be made by one-third of the voting rights of shareholders entitled to exercise their voting rights being in attendance, and when a majority of the votes of such voting rights are in agreement.

Article 29

Term Office of Auditors

The term of office for Auditors shall continue until the conclusion of the Annual Shareholders Meeting for the final business year which ends within four years of appointment.

The term of office of an Auditor who is elected as a substitute for another Auditor who retired from office before the expiration of the term of office shall continue until the time the term of office of the Auditor who retired from office expires.

Article 30

Senior Corporate Auditor

The Board of Auditors shall appoint Senior Corporate Auditors by a resolution. Further, standing auditors may be appointed from among the Senior Corporate Auditors.

Article 31

Notice of Calling Board of Auditors Meetings

Notice of the convocation of the Board of Auditors Meeting shall be issued to each Auditor three days prior to the meeting; provided, however, that this period may be shortened in emergency situations.

Article 32

Resolutions of Board of Auditors Meetings

Unless otherwise provided for in laws and regulations, the Board of Auditors’ resolution shall be made by a majority of Auditors.

Article 33

Board of Auditors Rules

In addition to that provided for in laws and regulations and these Articles of Incorporation, matters relating to the Board of Auditors shall be in accordance with the Board of Auditors Rules set forth by the Board of Auditors.

Article 34

Auditors Exemption from Liability

The Company may be exempted by resolution of the Board of Directors, limited to the amount provided for in laws and regulations, from liability for damages of Auditors (including former Auditors) resulting from neglect of duties, in accordance with the provisions of Article 426, paragraph 1 of the Companies Act.

The Company may enter into agreements with outside auditors which limit liability for compensation resulting from neglect of duties, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act; provided, however, that the limit of liability for damages pursuant to such agreements shall be the amount provided for in laws and regulations.

Chapter 6 – Accounts

Article 35

Business Year

The business year of the Company shall be from January 1 of each year until December 31.

Article 36

Distribution of Surplus Funds

The record date for the Company’s year-end dividends shall be December 31 of each year.

Article 37

Interim Dividends

The Company may distribute an interim dividend by a resolution of the Board of Directors with June 30 of each year as the record date.

Article 38

Period of Exclusion of Dividends

The Company shall be exempt from the duty to pay year-end dividends and interim dividends when payments remain un-received after a period of three years has elapsed from the date of commencement of payment.

Interest shall not be imposed on unpaid year-end dividends and interim dividends.

Supplementary Provisions

Article 1

The Company’s trade name is pursuant to a license to use Coca-Cola, a trademark of The Coca-Cola Company, and the term Coca-Cola as part of the trade name, obtained through a trade name licensing agreement dated June 29, 2001 with The Coca-Cola Company, which has its head offices in 1 Coca-Cola Plaza NW, Atlanta, Georgia, U.S.A., limited to the duration of such license, and use is based on the condition that usage thereof should be suspended immediately when such license has been revoked by The Coca-Cola Company.

Attachment 3

The Contents of the Financial Statements, etc.,

for the Most Recent Fiscal Year of Coca-Cola Central Japan Co., Ltd.


Based on the above methods, the Board of Corporate Auditors examined the non-consolidated financial statements (non-consolidated balance sheets, non-consolidated profit and loss statements, non-consolidated statements of changes in net assets, notes to non-consolidated financial statements) and the accompanying supplemental schedules as well as the consolidated financial statements (consolidated balance sheets, consolidated profit and loss statements, consolidated statements of changes in net assets, notes to consolidated financial statements) for FY 2012.

2. Audit Results
(1) Results of Audit of Business Reports, etc.
1)	We confirm that the business report and the accompanying supplemental schedules appropriately present the status of the Company in accordance with laws and the Company’s Articles of Incorporation.
2)	There is no misconduct concerning Directors’ performance of their duties or material facts in violation of laws and Articles of Incorporation of the Company.
3)	We confirm the details of the Board of Directors’ resolutions concerning internal control system were appropriate and there is no item to point out regarding the contents of the business report or Directors’ performance of their duties in relating to the said internal control system.

(2) Results of Audit of Non-Consolidated Financial Statements and the Accompanying Supplemental Schedules
We confirm that the audit method and results of Accounting Auditors of KPMG AZSA LLC. Are appropriate and adequate.

(3) Results of Audit of Consolidated Financial Statements
We confirm that the audit method and results of Accounting Auditors of KPMG AZSA LLC. Are appropriate and adequate.

		February 7, 2013

			Board of Auditors, Coca-Cola Central Japan Co. Ltd.
			Senior Corporate Auditor Toshiyuki Arakawa ㊞
			Senior Corporate Auditor Yoshio Kondo ㊞
			Corporate Auditor Kenichi Sano ㊞
			Corporate Auditor Haraomi Kondo ㊞


Note: Senior Corporate Auditor Yoshio Kondo, Corporate Auditor Kenichi Sano and Corporate Auditor Haraomi Kondo are Outside Auditors stipulated in Article 2-16 and Article 335-3 of the Companies Act.

(Appendix)

Business Report

(January 1, 2012 - December 31, 2012)

1. Overview of the Company Group

(1)	Business Progress and Results

During the consolidated fiscal year under review, the Japanese economy experienced movements toward economic recovery in certain sectors due to demand coming from restoration work from the earthquake disaster, as well as a rally in stock prices and a trend toward a lower yen from optimistic anticipations toward the new administration inaugurated at the end of the year. However, in terms of the full year, harsh conditions continued to prevail, especially from the middle of the year onward, reflecting low stock prices, the strong yen, deflation and the slowdown of the global economy.

In the beverage industry, the situation remained extremely harsh, even though sales volume is thought to have increased by approximately 3% thanks to the effects of the hot summer and other factors. Unit prices dropped in the wake of intensified competition of sales prices at market counters. Nevertheless, the Group positioned the final year of its mid-term management initiative, “CHANGE3” (Change, Change, Change) which envisions becoming the “No. 1 Bottler Evolving Towards a Dream” as the period when its actions would bear fruit. Accordingly, the Group made unremitting efforts in its reforms and improvement activities including grassroots movements.

In terms of priority activities in sales, the Group, under this year’s sales policy of “recapturing market share and pursuing profits,” focused on expanding its share in each sales channel as well as profit improvement activities through such means as package mix. Moreover, the Group conducted various promotions and storefront activities during the high season in summer to accompany the London Olympics, and leveraged the strengths of the Coca-Cola brand as the official beverage sponsor of the Olympics.

As part of our community-based strategies, we expanded and established our business model of collaboration with restaurants and commercial liquor dealers, beginning with the “LOVE Kumagaya” project launched the previous year, to eight areas within the Company’s sales region, and further promoted activities to increase the number of Coca-Cola fans among our local customers. Additionally, we proactively pursued community contribution and environmentally friendly activities. We gave proposals that included power-saving ideas based on the consolidation of the number of vending machines, executed agreements with government offices and medical institutions on providing emergency drinking water for disasters, and installed vending machines to support medical institutions.

As a result, sales of the Group for the consolidated fiscal year under review were ¥121,731 million (up 1.7% year-on-year), operating profit was ¥3,505 million (down 16.3% year-on-year), recurring profit was ¥3,662 million (up 0.8% year-on-year), and net profit was ¥1,861 million (up 0.0% year-on-year), due mainly to the impact of a drop in unit prices resulting from intensified price competition and an increase in the burden of sales promotion costs, which offset growth in sales volume.

On December 14, 2012, the Company announced the execution of a capital and business alliance agreement between the Company and The Coca-Cola Company, and the business integration of the four Kanto bottlers (Coca-Cola Central Japan Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd., TONE Coca-Cola Bottling Co., Ltd. and the Company).

The Company decided to enter into the agreement on the belief that once The Coca-Cola Company acquired the Company’s shares through its wholly owned subsidiary, European Refreshments, and became the Company’s largest shareholder, it would become imperative for the Company to build an even stronger relationship of cooperation with The Coca-Cola Company in order to further promote its business development and enhance its corporate value. As for the business integration, the four Kanto bottlers will shift to a holding company system, in which Coca-Cola East Japan Co., Ltd. will be the common holding company for the four companies effective July 1, 2013 (tentative), in order to further solidify the management base and CHANGE the current concept of a bottler in order to enable sustainable growth. The Company decided to enter into this business integration in the belief that it would allow the Company to expand its share in this harsh business environment and enhance value for all its stakeholders.

(2)	Financing and Capital Investments

Capital investments for the consolidated fiscal year under review amounted to ¥8,923 million in total, out of which ¥4,324 million accounted for the additional installation and renewal of vending machines, ¥1,400 million for acquisition of land for a logistics base, and ¥1,423 million for the Niigata Branch’s new building, among others.

Funds required for the above capital investments were provided exclusively through the Group’s own funds.

(3)	Issues to be Addressed

Regarding the issues to be addressed, it is difficult to forecast how the government policies on economic revitalization including financial measures, fiscal policies and growth strategies will impact personal consumption, given the various uncertainties that remain. In the beverage industry, price competition is expected to intensify due to the maturity of the market, in addition to the shrinking and aging population and declining birthrate.

In terms of specific sales measures, we intend to make our highest priority the reinforcement of market development and the promotion of positive growth of the Coca-Cola brand. By increasing personnel, we will proactively promote market development through a two-part system. One section will concentrate on capturing new customers while the other will deepen relationships with existing customers. Additionally, in order to promote the positive growth of the Coca-Cola brand, we will continue to conduct campaigns in each sales channel, while at the same time launching the Polar Bear, a peak-shift vending machine with outstanding refrigeration qualities and enhanced energy-saving functions, in time for the high season in summer and reinforce our predatory marketing activities (elimination of competitors’ vending machines), and thereby enhance the vending machine-loading rate of the Coca-Cola brand and expand the Company’s market share.

In terms of management, we will continue to proactively pursue reforms and improvement activities and focus on enhancing corporate value through a stronger partnership with The Coca-Cola Company formed through the capital and business alliance. Additionally, we have determined that our highest priority task for the current fiscal year is to create a trajectory for sustainable growth through the expansion of market share, by marshaling our imagination and know-how so that each of the companies brought together under the newly integrated company, Coca-Cola East Japan Co., Ltd., through the business integration of the four Kanto bottlers will become organically linked. To this end, we will further evolve the reforms and improvement activities fostered under the mid-term management initiative “CHANGE3” (Change, Change, Change) and endeavor to enhance the corporate value of the Group and the newly integrated company.

In conjunction with the share exchange accompanying the business integration, the Company plans to delist its common shares as of June 26, 2013. However, as the newly integrated company, Coca-Cola East Japan Co., Ltd., is expected to become the No. 5 bottler in the world in terms of sales, we consider it to be an unparalleled opportunity for us. By making optimal use of the economy of scale, maximizing the synergy borne from the cooperation of the four Kanto bottlers under the newly integrated company, further promoting reforms and improvements, and contributing to the community and the environment through activities deeply rooted in the community and finely tuned services, we will continue to take on the challenge of becoming a corporate citizen that is loved and trusted by the customers in our sales area.

(4)	Trends in Assets and Income

1) The Group

(In millions of yen, unless otherwise stated)

Item	The 48th Fiscal Year Ended December 31, 2009		The 49th Fiscal Year Ended December 31, 2010		The 50th Fiscal Year Ended December 31, 2011		The 51st Fiscal Year Ended December 31, 2012 (consolidated fiscal year under review)
Sales		121,223		123,210		119,673		121,731
Recurring profit		3,534		4,782		3,633		3,662
Net profit		2,016		2,585		1,861		1,861
Net profit per share	¥	41.75	¥	53.54	¥	38.55	¥	38.55
Total assets		76,711		79,886		81,987		81,033
Net assets		63,046		64,417		65,019		65,907
Net assets per share	¥	1,305.67	¥	1,334.09	¥	1,346.58	¥	1,364.97

(Notes)

Net profit per share is calculated using the average number of issued shares for the fiscal year. Also, net assets per share are calculated using the number of issued shares as of the end of the fiscal year. The number of issued shares indicates the number of shares less treasury shares.

Amounts are indicated by omitting fractions.

2) The Company

(In millions of yen, unless otherwise stated)

Item	The 48th Fiscal Year Ended December 31, 2009		The 49th Fiscal Year Ended December 31, 2010		The 50th Fiscal Year Ended December 31, 2011		The 51st Fiscal Year Ended December 31, 2012 (fiscal year under review)
Sales		107,015		108,870		106,107		107,106
Recurring profit		3,219		4,158		3,515		2,908
Net profit		2,021		2,286		2,126		1,567
Net profit per share	¥	41.87	¥	47.35	¥	44.04	¥	32.47
Total assets		71,195		74,658		77,238		76,284
Net assets		57,242		58,386		59,233		59,799
Net assets per share	¥	1,185.47	¥	1,209.19	¥	1,226.75	¥	1,238.47

(Notes)

Amounts are indicated by omitting fractions.

(5)	Material Parent Company and Subsidiaries

1) Relationship with the parent company

Not applicable.

2) Material subsidiaries

(Subsidiaries)

(In millions of yen)

Company Name	Capital	The Company’s Percentage of Equity Participation	Principal Business
Mikuni Aseptic Co., Ltd.	490	100.0%	Manufacture of beverages
Mikuni Wine Co., Ltd.	300	100.0%	Sale of alcoholic beverages
Mikuni Foods Co., Ltd.	100	100.0%	Sale of beverages
Mikuni Service Co., Ltd.	80	100.0%	Insurance agency, leasing and travel businesses
Mikuni Vending Machine Service Co., Ltd.	31	100.0%	Installation and maintenance of vending machines
Mikuni Logistics Operation Co., Ltd.	10	100.0%	Motor truck transportation, sale of beverages, etc. through vending machines, and delivery agency business

(Affiliates)

(In millions of yen)

Company Name	Capital	The Company’s Percentage of Equity Participation	Principal Business
Coca-Cola East Japan Products Company, Limited	4,000	25.0%	Manufacture of beverages

Results of business combination

There are six (6) consolidated subsidiaries and one (1) affiliate accounted for by the equity method. Sales for the consolidated fiscal year under review were ¥121,731 million (up 1.7% year-on-year), and net profit was ¥1,861 million (up 0.0% year-on-year).

Other

The Company has entered into an agreement with The Coca-Cola Company and Coca-Cola (Japan) Company, Limited regarding the manufacture, sale and trademark license of Coca-Cola, etc., for the sales area covering the three prefectures of Saitama, Gunma and Niigata. Additionally, based on the above agreement, the Company has entered into delegation and authorization agreements with The Coca-Cola Company, Coca-Cola (Japan) Company, Limited and Coca-Cola East Japan Products Company, Limited, and commissions Coca-Cola East Japan Products Company, Limited to manufacture its products.

(6)	Principal Business

The Group’s main business is the manufacture and sale of beverages. It is also engaged in other businesses including the services related to its main business.

Beverage business:

Manufacture and sale of beverages, sale of coffee, logistics operations relating to the beverages business and leasing and maintenance of vending machines

Other businesses:

Sale of alcoholic beverages, non-life and life insurance agency business and management of restaurants

(7)	Principal Business Locations

1) The Company

		Location
Head office		Okegawa-shi, Saitama
Branch office		Saitama First Office (Okegawa-shi, Saitama), Saitama Second Office (Okegawa-shi, Saitama), Gunma Branch (Takasaki-shi, Gunma), Niigata Branch (Niigata-shi, Niigata)
	Saitama:	Urawa Branch and other 14 local branches, Omiya sales office and other 3 sales offices
Local branch Sales office	Gunma:	Takasaki Branch and other 4 local branches, Maebashi sales office and Tomo sales office
	Niigata:	Niigata Branch and other 7 local branches, Niigata sales office and Nagaoka sales office

2) Subsidiaries

Company Name	Location
Mikuni Aseptic Co., Ltd.	Saitama-shi, Saitama
Mikuni Wine Co., Ltd.	Chuo-ku, Tokyo
Mikuni Foods Co., Ltd.	Okegawa-shi, Saitama
Mikuni Service Co., Ltd.	Okegawa-shi, Saitama
Mikuni Vending Machine Service Co., Ltd.	Okegawa-shi, Saitama
Mikuni Logistics Operation Co., Ltd.	Okegawa-shi, Saitama

(8)

Employees

1) The Group

Number of Employees	Increase (Decrease) from Previous Fiscal Year-end
1,717	Decrease of 44

(Note)

The number of employees represents the number of persons in employment and does not include individuals seconded from the Group to outside of the Group, fixed term employees or temporary workers.

2) The Company

Number of Employees	Increase (Decrease) from Previous Fiscal Year-end	Average Age	Average Length of Service
652	Decrease of 10	40.8	18.8

(Note)

The number of employees represents the number of persons in employment and does not include individuals seconded from the Company, fixed term employees or temporary workers.

(9)	Major Creditors

Not applicable.

2. Status of Shares

(1)

Total Number of Shares Authorized to be Issued

150,000,000 shares

(2)

Total Number of Shares Outstanding

48,284,766 shares

(excluding 5,270,966 treasury shares)

(3)

Number of Shares Constituting One Unit

100 shares

(4)

Number of Shareholders

20,045 persons

(5)	Major Shareholders

Shareholder Name	Number of Shares	Shareholding Ratio
	thousand shares	%
European Refreshments	10,610	21.97
Mitsui & Co., Ltd.	6,629	13.73
Toyo Seikan Kaisha, Ltd.	3,768	7.80
DEUTSCHE MORGAN GRENFELL (C. I.) LIMITED. GENERAL CLIENT A/C	1,900	3.93
CREDIT SUISSE (LUXEMBOURG) S.A. ON BEHALF OF CLIENTS	910	1.88
Japan Trustee Services Bank, Ltd. (Trust Account)	833	1.72
Mikuni Employee Stock Ownership	753	1.56
UBS AG London Asia Equities	704	1.45
The Master Trust Bank of Japan, Ltd. (Trust Account)	640	1.32
Mitsui Sumitomo Insurance Company, Limited	611	1.26

(Note)

The Company owns 5,270,966 treasury shares, which are excluded in the calculation of the shareholding ratio.

(6)	Other Important Matters Concerning Shares

Acquisition, disposal and holding of treasury shares

1) Shares acquired

Common shares

272 shares

Total acquisition cost

¥183,208

2) Shares disposed

Not applicable.

3) Shares subject to cancellation procedures

Not applicable.

4) Shares held during the fiscal year

Common shares

5,270,966 shares

3. Stock Acquisition Rights, etc.

Not applicable.

4. Company Officers

(1)	Directors and Corporate Auditors

Position	Name	Areas of responsibility within the Company and significant concurrent positions
Representative Director President CEO	Motoyoshi Shiina
Director, Vice President, Corporate Officer	Fumio Akachi	General Manager, Management Strategy Division
Director, Senior Managing Corporate Officer	Yasuji Okazeri	General Manager, Administrative Division
Director, Managing Corporate Officer	Kazuaki Kogure	General Manager, Sales Division
Director, CFO, Managing Corporate Officer	Masaki Ito	Deputy General Manager, Administrative Division and General Manager, Accounts Department
Director	Hiroyuki Sakai	General Manager, Food Products & Services Business Department, Food Products & Services Business Unit of Mitsui & Co., Ltd.
Director	Mitsuru Makino	General Manager, Business Promotion Office, Food Materials Department, Food Products & Services Business Unit of Mitsui & Co., Ltd.
Full-time Corporate Auditor	Katsumi Ogawa
Corporate Auditor	Naoyuki Konishi	General Manager, Chubu Foods Department, Food Products & Services Business Unit of Mitsui & Co., Ltd.
Corporate Auditor	Shigefumi Negishi	Senior Managing Director, Executive Director of SAITAMA Employers’ Association

Notes)

Directors Hiroyuki Sakai and Mitsuru Makino are Outside Directors.

Full-time Corporate Auditor Katsumi Ogawa and Corporate Auditors Naoyuki Konishi and Shigefumi Negishi are Outside Corporate Auditors.

Full-time Corporate Auditor Katsumi Ogawa has served in the finance-related divisions of Mitsui & Co., Ltd., and has considerable expertise in finance and accounting. Corporate Auditor Shigefumi Negishi has served for many years at financial institutions and has considerable expertise in finance and accounting.

The Company designated Corporate Auditor Shigefumi Negishi as an independent corporate auditor under the Tokyo Stock Exchange guideline, and registered him as such with the exchange.

Relocation of Directors and Corporate Auditors during the fiscal year under review

(1)

Messrs. Kazuaki Kogure, Masaki Ito and Mitsuru Makino were newly appointed as Directors at the 50th Ordinary General Meeting of Shareholders held on March 27, 2012, and assumed their respective offices.

(2)

Directors Koji Ishikawa, Seiji Noda and Yoshiyuki Hara retired at the conclusion of the 50th Ordinary General Meeting of Shareholders held on March 27, 2012.

(3)

Corporate Auditor Toshio Kamiyama resigned from office as of September 30, 2012, and was appointed as Corporate Officer and General Manager, Human Resources Department, Administration Division of the Company as of October 1, 2012.

(4)	(Name)	(New post)	(Previous post)	(Date of change)
	Motoyoshi Shiina	Representative Director President CEO	Representative Director President	March 27, 2012
	Fumio Akachi	Director, Senior Managing Corporate Officer and General Manager, Management Strategy Division	Director, Senior Managing Corporate Officer and General Manager, Sales Division	January 1, 2012
		Director, Vice President, Corporate Officer and General Manager, Management Strategy Division	Director, Senior Managing Corporate Officer and General Manager, Management Strategy Division	October 1, 2012
	Yasuji Okazeri	Director, Managing Corporate Officer and General Manager, Administrative Division and Human Resources Department	Director, Managing Corporate Officer and General Manager, Human Resources Department, Administrative Division	January 1, 2012
		Director, Senior Managing Corporate Officer and General Manager, Administrative Division	Director, Managing Corporate Officer and General Manager, Administrative Division and Human Resources Department	October 1, 2012
	Masaki Ito	Director, CFO, Managing Corporate Officer and Deputy General Manager, Administrative Division and General Manager, Accounts Department	Director, Managing Corporate Officer and Deputy General Manager, Administrative Division and General Manager, Accounts Department	March 27, 2012

6. Position changes of Directors after the end of the fiscal year

	(Name)	(New post)	(Previous post)	(Date of change)
	Masaki Ito	Director, CFO, Managing Corporate Officer and Deputy General Manager, Administrative Division	Director, CFO, Managing Corporate Officer, Deputy General Manager, Administrative Division and General Manager, Accounts Department	January 1, 2013

7. The Company has adopted the Corporate Officer System.

Corporate Officers of the Company (excluding Directors) are as follows.

Position	Name	Areas of Responsibility Within the Company and Significant Concurrent Positions
Corporate Officer	Toshio Kamiyama	General Manager, Human Resources Department, Administrative Division
Corporate Officer	Osamu Matsumura	General Manager, Management Planning Department, Management Strategy Division
Corporate Officer	Shigeru Takahashi	President, Niigata Office, Sales Division
Corporate Officer	Kiyoto Takahashi	President, Saitama First Office, Sales Division
Corporate Officer	Yutaka Inoue	President, Saitama Second Office, Sales Division
Corporate Officer	Hiroyuki Itoi	President, Gunma Office, Sales Division

(Note) Position changes of Corporate Officers after the end of the fiscal year

(Name)	(New post)	(Previous post)	(Date of change)
Osamu Matsumura	Corporate Officer and Deputy General Manager, Management Strategic Division	Corporate Officer, General Manager, Management Planning Department, Management Strategy Division	January 1, 2013
Calin Dragan	Vice President, Corporate Officer and Assistant to President	Representative Director, Executive Vice President in charge of value chain and General Manager, Business Model Innovation Headquarters of Coca-Cola West Co., Ltd.	January 15, 2013

(2) Compensation, etc. to Directors and Corporate Auditors

Category	Number of recipients	Amount paid
Directors	7 persons	¥48 million
Corporate Auditors	3 persons	¥36 million
(paid to Outside Directors and Outside Corporate Auditors)	(2 persons)	(¥22 million)
Total	10 persons	¥84 million

(Notes)

The number of Directors and the number of Corporate Auditors at the end of the fiscal year under review were seven (7) and three (3), respectively.

Remunerations are not paid to two (2) part-time Directors and one (1) part-time Corporate Auditor.

The amounts of compensation, etc. above include the ¥8 million scheduled to be resolved at the 51st Ordinary General Meeting of Shareholders.

The amounts above do not include the amount equivalent to employee salary portion (including bonuses) of ¥81 million paid to six (6) Directors who serve concurrently as employees.

Based on the resolutions of the General Meetings of Shareholders, the amount of remuneration paid to all Directors (excluding the employee salary portion) was no more than ¥11 million per month (as per the resolution of the Ordinary General Meeting of Shareholders held on March 28, 2002), and the amount of remuneration paid to all Corporate Auditors was no more than ¥4 million per month (as per the resolution of the Ordinary General Meeting of Shareholders held on March 28, 1996).

(3) Outside Officers

1) The Company’s relationship with companies where significant concurrent positions are held

Title	Name	Companies Where Significant Concurrent Positions are Held	Details of Responsibilities	Relationship
Outside Director	Hiroyuki Sakai	Mitsui & Co., Ltd.	General Manager, Food Products & Services Business Department, Food Products & Services Business Unit	The Company purchases materials from Mitsui & Co., Ltd.
Outside Director	Mitsuru Makino	Mitsui & Co., Ltd.	General Manager, Business Promotion Office, Food Materials Department, Food Products & Services Business Unit	The Company purchases materials from Mitsui & Co., Ltd.
Outside Corporate Auditor	Naoyuki Konishi	Mitsui & Co., Ltd.	General Manager, Chubu Foods Department, Food Products & Services Business Unit	The Company purchases materials from Mitsui & Co., Ltd.
Outside Corporate Auditor	Shigefumi Negishi	SAITAMA Employers’ Association	Senior Managing Director, Executive Director	There is no significant relationship between the Company and SAITAMA Employers’ Association.

2) Main activities of Corporate Officers

Title	Name	Main Activities
Outside Director	Hiroyuki Sakai	Attended 10 out of 12 Board of Directors Meetings held in 2012, and expressed opinions based mainly on his experience and knowledge acquired in the foods divisions at trading companies.
Outside Director	Mitsuru Makino	Attended all 10 Board of Directors Meetings held in 2012 after his appointment on March 27, 2012, and expressed opinions based mainly on his experience and knowledge acquired in the foods divisions at trading companies.
Outside Corporate Auditor	Katsumi Ogawa	Attended all 12 Board of Directors Meetings and all 11 Board of Corporate Auditors meetings held in 2012, and expressed opinions based mainly on his experience and knowledge in finance, accounting and business management acquired at trading companies.
Outside Corporate Auditor	Naoyuki Konishi	Attended 10 out of 12 Board of Directors Meetings and 9 out of 11 Board of Corporate Auditors meetings held in 2012, and expressed opinions based mainly on his experience and knowledge acquired in the foods divisions of trading companies.
Outside Corporate Auditor	Shigefumi Negishi	Attended all 12 Board of Directors Meetings and all 11 Board of Corporate Auditors meetings held in 2012, and expressed opinions based mainly on his experience and knowledge acquired at financial institutions.

3) Summary of limited liability agreement

The Company, pursuant to Article 427, Paragraph 1 of the Companies Act, has entered into an agreement with Outside Directors Hiroyuki Sakai and Mitsuru Makino that limits the liability of the Outside Directors to the amount prescribed by laws and regulations, and an agreement with Outside Corporate Auditors Naoyuki Konishi and Shigefumi Negishi that limits the liability of the Outside Corporate Auditors to the amount prescribed by laws and regulations.

5. Accounting Auditor

(1)	Accounting Auditor’s Name

Deloitte Touche Tohmatsu LLC

(2)	Accounting Auditor’s Compensation, etc.

Amount of compensation, etc., in consideration of services pursuant to Article 2, Paragraph 1 of the Certified Public Accountants Act (Act No. 103 of 1948)	¥33 million
Amount of compensation, etc., in consideration of services other than those pursuant to Article 2, Paragraph 1 of the Certified Public Accountants Act	¥17 million
Total	¥50 million

(3)	Total Amount of Compensation, etc., Payable by the Company and its Subsidiaries

¥50 million

(Note)

The amount of auditing fees is not distinguished under the auditing agreement concluded between the Company and the Accounting Auditor with respect to audits under the Companies Act and audits under the Financial Instruments and Exchange Act. Therefore, the amounts in (2) and (3) include the fees for audits under the Financial Instruments and Exchange Act.

(4)	Detail of Non-Audit Service

The Company concluded an advisory service contract with Deloitte Touche Tohmatsu LLC regarding the business integration of four companies, i.e. the Company, Coca-Cola Central Japan Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd. and TONE Coca-Cola Bottling Co., Ltd., and paid fees for the service.

(5)	Policy Regarding Determination of Termination or Nonrenewal of Appointment of Accounting Auditors

Not applicable.

6. Company’s Systems and Policies

(1)	System to ensure that Directors’ execution of duties complies with the laws, regulations and the Articles of Incorporation, and any other systems to ensure proper execution of business

The Company has established “Basic Policy on Development of Internal Control System” in order to develop and maintain systems for ensuring proper execution of businesses. Outline of the Policy is as follows.

System to ensure that Directors’ and employees’ execution of duties complies with the laws, regulations and the Articles of Incorporation

(a)

The Company defines “Compliance” broadly to include not only compliance to laws and regulations but also maintenance of ethics. The Company recognizes the Compliance defined above as one of the most important objectives in performing its businesses and has established the “Code of Conduct for Officers and Employees.”

(b)

The Company has established the Compliance Committee in order to develop and maintain a compliance system. In addition, the Company provides compliance trainings in order to disseminate and improve awareness of compliance. The Company has also developed a whistle-blowing system by offering multiple routes of reporting and consultation regarding compliance both inside and outside the Company.

(c)

The Company has established the Internal Audit Department which is directly reporting to the President of the Company. The Internal Audit Department conducts audit of the status of compliance with laws, internal regulations, etc., with respect to all businesses of the Company and its subsidiaries.

System for storage and management of information related to Directors’ execution of duties

The information regarding Directors’ execution of duties is stored and managed appropriately in accordance with the “Regulation on Management of Documents and Information,” “Regulation on Information System,” etc.

Regulations or any other systems for management of risk of loss

(a)

The head of each organizational unit of the Company performs duties within the scope of authorities granted to him/her and manages risks associated with the performance of duties in accordance with the “Regulation on Organizations and Job Authorities.” In the case where he/she has to perform duties beyond the authorities granted to him/her, risks associated with the performance of such duties approved through the “Ringi System” are managed.

(b)

The Company has established the “Compliance Committee,” “Quality Assurance Committee” and “Disaster Control Committee” in accordance with the “Regulation on Risk Management.” In the event of emergency, the Company will establish the “Crisis Control Headquarters” to decide and implement specific countermeasures.

System to ensure that Directors’ execution of duties is efficient

(a)

The Board of Directors consists of the most appropriate number of Directors in order to make prompt and substantial management judgments. The Board of Directors makes decisions on the matters set forth by laws, regulations and the Articles of Incorporation, as well as any other important matters, and also supervises the status of execution of the Company’s businesses. The term of the office of Directors is set forth as one (1) year to enhance the function of the Board of Directors by clarifying its management responsibility for each business year.

(b)

The Company has adopted the Corporate Officer System with respect to the execution of its businesses so that Directors can perform their duties as the management of the Company more efficiently.

(c)

The Company has established the Management Committee Meeting in order to build a structure for deliberation of specific management issues relating to execution of businesses from practical viewpoint.

(d)

With respect to matters beyond the authority of the head of each division or department, the “Ringi System” has been established where decision is made by the Representative Director President or the Corporate Officer in charge of the matter after the matter has been deliberated from the view point of job function and expertise of related divisions and departments.

System to ensure proper business execution within the Company group

(a)	The policies regarding compliance, information security, etc., have been unified by establishing the Management Policy of the Company group and Code of Conduct for Officers and Employees.

(b)	Based on the principle of independent management of the Company’s subsidiaries, the “Regulation on Management of Related Companies” has been established in order to supervise and manage decision making and execution of businesses of the subsidiaries.

Matters concerning employees to assist Corporate Auditors’ duties and matters concerning their independence from Directors, in the case where Corporate Auditors request appointment of such employees

To support Corporate Auditors’ duties, the Corporate Auditors Office has been established and assisting employees have been assigned. With respect to relocation, evaluation, etc. of the employees assisting Corporate Auditors, opinions of Corporate Auditors are respected to ensure such employees’ independence from Directors.

System for reporting to Corporate Auditors by Directors and employees, and other systems for reporting to Corporate Auditors

Corporate Auditors comprehend the status of management and the status of Directors’ and others’ execution of duties, through attending Management Committee Meetings and other important meetings and reviewing Ringi reports and other important internal documents etc. In addition, Corporate Auditors may request management of the Company to report to them at any time.

Other systems to ensure that audits are effectively implemented by Corporate Auditors

(a)

Directors shall respect the “Corporate Auditors’ Audit Standard” and cooperate with Corporate Auditors in establishment of an environment for Corporate Auditors’ proper execution of duties.

(b)

Corporate Auditors may have regular meetings with the Representative Director President to exchange opinions on important issues of the Company.

(c)

The Company assures opportunities for Corporate Auditors to have regular meetings with the Accounting Auditor in order to improve quality and efficiency of audit work of both of them.

(d)

Corporate Auditors may request the Internal Audit Department to cooperate on audits as necessary.

(2)	Basic policy regarding the Company’s control

Not applicable.

Consolidated Balance Sheet

(As of December 31, 2012)

(In millions of yen)

Description	Amount			Description	Amount
(Assets)				(Liabilities)
Current assets		36,452		Current liabilities		13,080
Cash and deposits		9,783		Notes and accounts payable-trade		5,509
Notes and accounts receivable-trade		7,751		Lease obligations		257
Lease investment assets		258		Accounts payable-other		279
Securities		500		Accrued expenses		4,087
Merchandise and finished goods		4,964		Income taxes payable		1,238
Raw materials and supplies		182		Provision for bonuses		546
Accounts receivable-other		1,961		Provision for directors’ bonuses		46
Deferred tax assets		468		Asset retirement obligations		5
Deposits paid		10,000		Other		1,109
Other		588		Fixed liabilities		2,045
Allowance for doubtful accounts		(6	)	Provision for directors’ retirement benefits		2
Fixed assets		44,580		Lease obligations		315
Property, plant and equipment		32,674		Asset retirement obligations		582
Buildings and structures		10,288		Deferred tax liabilities		16
Machinery, equipment and vehicles		1,385		Long-term accounts payable-other		5
Vending equipment		8,957		Long-term accounts payable-other to employees		1,016
Land		10,359		Long-term deposits received		107
Lease assets		578		Total liabilities		15,126
Other		1,106		(Net assets)
Intangible assets		713		Shareholders’ equity		65,824
Software		596		Capital stock		5,407
Other		116		Capital surplus		5,357
Investments and other assets		11,192		Retained earnings		60,819
Investment securities		8,265		Treasury shares		(5,760	)
Long-term loans receivable		1,064		Accumulated other comprehensive income		82
Long-term prepaid expenses		810		Valuation difference on available-for-sale securities		73
Deferred tax assets		530		Deferred gains or losses on hedges		9
Other		621		Total net assets		65,907
Allowance for doubtful accounts		(65	)
Allowance for investment loss		(34	)
Total assets		81,033		Total liabilities and net assets		81,033

(Note) Stated amounts are rounded down to the nearest million yen.

Consolidated Statement of Income

(January 1, 2012 - December 31, 2012)

(In millions of yen)

Description	Amount

Sales			121,731
Cost of sales			74,208
Gross profit			47,522
Selling, general and administrative expenses			44,017
Operating profit			3,505
Non-operating profit
Interest income		136
Dividends income		48
Rent income		17
Equity in earnings of affiliates		80
Foreign exchange gains		71
Miscellaneous income		98	452
Non-operating expenses
Interest expenses		39
Loss on disposal of fixed assets		222
Miscellaneous loss		34	296
Recurring profit			3,662
Extraordinary loss
Loss on sales of fixed assets		10
Loss on retirement of fixed assets		60
Amounts incurred for abandonment of fixed assets		81
Impairment loss		22
Loss on valuation of investment securities		17	193
Net profit before income taxes			3,468
Income taxes-current		1,455
Income taxes-deferred		151	1,607
Net profit before minority interests			1,861
Net profit			1,861

(Note) Stated amounts are rounded down to the nearest million yen.

Consolidated Statement of Changes in Net Assets

(January 1, 2012 - December 31, 2012)

(In millions of yen)

	Shareholders’ equity
	Capital Stock		Capital Surplus		Retained Earnings			Treasury Shares			Total Shareholders’ Equity
Balance at the beginning of current period		5,407		5,357		60,116			(5,760	)		65,122
Changes of items during the period
Dividends from surplus						(1,158	)					(1,158	)
Net profit						1,861						1,861
Purchase of treasury shares									(0	)		(0	)
Net changes of items other than shareholders’ equity
Total changes of items during the period						702			(0	)		702
Balance at the end of current period		5,407		5,357		60,819			(5,760	)		65,824

	Accumulated Other Comprehensive Income									Total Net Assets
	Valuation Difference on Available-for-Sale Securities			Deferred Gains or Losses on Hedges			Total Accumulated Other Comprehensive Income			Total Net Assets
Balance at the beginning of current period		(98	)		(3	)		(102	)		65,019
Changes of items during the period
Dividends from surplus											(1,158	)
Net profit											1,861
Purchase of treasury shares											(0	)
Net changes of items other than shareholders’ equity		172			12			184			184
Total changes of items during the period		172			12			184			887
Balance at the end of current period		73			9			82			65,907

(Note) Stated amounts are rounded down to the nearest million yen.

Notes to the Consolidated Financial Statements

[Notes to Significant Matters Providing the Basis for the Preparation of Consolidated Financial Statements, etc.]

1.	Matters concerning the scope of consolidation

All subsidiaries are included in the scope of consolidation.

The Company’s subsidiaries are the following 6 companies: Mikuni Foods Co., Ltd., Mikuni Service Co., Ltd., Mikuni Vending Machine Service Co., Ltd., Mikuni Logistics Operation Co., Ltd., Mikuni Aseptic Co., Ltd., and Mikuni Wine Co., Ltd.

2.	Matters concerning application of the equity method

(1)	Affiliate accounted for by the equity method

Coca-Cola East Japan Products Company, Limited

(2)	Name, etc. of affiliate excluded from the application of the equity method

Hakushu Health Beverage Co., Ltd.

The above-mentioned company is excluded from the application of the equity method because, in terms of net profit/loss for the current fiscal year (amounts attributable to shares held by the Company), retained earnings (amounts attributable to shares held by the Company) and other factors, the effect of excluding it from the application on consolidated financial statements is minor; and it is immaterial as a whole.

3.	Matters concerning accounting standards

(1)

Evaluation standards and methods for significant assets

Securities

Available-for-sale securities

- Securities with market quotations

Stated at market value at the closing date of consolidated accounting (Valuation differences are comprehensively reported as a component of net assets and the cost of securities sold is computed using the moving-average method)

- Securities without market quotations

Stated at cost by the moving-average method

Inventories

Primarily stated at cost using the periodic-average method (for balance sheet amounts, the book value write-down method based on the decline in profitability is used.)

(2)

Depreciation methods for significant depreciable assets

Property, plant and equipment (excluding lease assets)

Stated at declining-balance method

However, for buildings (excluding accompanying facilities) acquired on or after April 1, 1998 and some rental assets, the straight-line method is used.

Major useful lives are as follows:

Buildings and structures: 10 – 50 years

Machinery, equipment and vehicles: 4 – 17 years

Vending equipment: 5 – 6 years

Intangible assets (excluding lease assets)

Stated at straight-line method

For software for internal use, the straight-line method is applied based on the usable period within the Company (5 years).

Lease assets (lease assets concerning non-transfer ownership finance lease transactions)

Depreciated by the straight-line method, defining the lease term of respective assets as their useful lives, with residual value equaling zero

(3)

Accounting standards for significant allowances and provisions

Allowance for doubtful accounts

In order to provide for potential loss on debts, the Company makes an allowance for the expected amount of irrecoverable loans. Allowances for ordinary bad debts are computed, based on the historical rate of default. For specific debts where recovery is doubtful, the Company considers the likelihood of recovery on an individual basis.

Allowance for investment loss

In order to provide for loss on investments in shares with no market prices, necessary amounts are recorded in consideration of such factors as the financial position and operating results of the relevant parties.

Provision for bonuses

In order to provide for the payment of bonuses to employees, the amount attributable to the current consolidated fiscal year is recorded based on the expected payments.

Provision for directors’ bonuses

In order to provide for the payment of bonuses to Directors, the amount attributable to the current consolidated fiscal year is recorded based on the expected payments.

Provision for directors’ retirement benefits

In order to provide for the payment of retirement benefits to Directors, the amounts to be paid as of fiscal-year end are recorded at consolidated subsidiaries, based on the internal rules for retirement benefits for Directors.

(4)

Accounting standards for the translation of significant foreign currency-denominated assets and liabilities into Japanese yen

Foreign currency-denominated monetary claims and obligations are translated into Japanese yen, using the spot exchange rates on the closing date of consolidated accounting and the resulting translation gains and losses are recognized as income and expenses.

(5)

Significant hedge accounting method

Hedge accounting method

Stated at designation method

Hedging instruments and hedging items

Hedging instruments:

Forward foreign exchange contracts

Hedging items:

Foreign currency-denominated import obligations and scheduled transactions

Hedging policy

Hedging activities are conducted based on the business and purchase plans and within the scope of foreign currency-denominated import obligations and scheduled transactions.

Method for evaluating hedging effectiveness

The assessment is conducted by way of comparison between accumulated amounts of price changes in hedged items and hedging instruments and based on the amounts of such changes and other factors.

(6)

Accounting method for consumption taxes

Stated using tax exclusion method

4.	Additional information

(1)

Application of “Accounting Standard for Accounting Changes and Error Corrections,” etc.

The Group applies the “Accounting Standard for Accounting Changes and Error Corrections” (ASBJ Statement No. 24 of December 4, 2009) and the “Guidance on Accounting Standard for Accounting Changes and Error Corrections” (ASBJ Guidance No. 24 of December 4, 2009) for accounting changes and corrections of prior period errors which are made from the beginning of the current fiscal year.

(2)

The business integration of four companies, i.e. the Company, Coca-Cola Central Japan Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd. and TONE Coca-Cola Bottling Co., Ltd.

Pursuant to the resolution of respective Board of Directors Meetings held on December 14, 2012 for the Company and Coca-Cola Central Japan Co., Ltd. (“Central”), pursuant to the resolution of the Board of Directors Meeting held on December 13, 2012 for Tokyo Coca-Cola Bottling Co., Ltd. (“TOKYO”), and pursuant to the resolution of the Board of Directors Meeting held on December 12, 2012 for TONE Coca-Cola Bottling Co., Ltd. (“TONE;” hereinafter the Company, Central, TOKYO and TONE are collectively referred to as “K4” ), K4 concluded an integration agreement as of December 14, 2012, and a share exchange agreement relating to a share exchange to become effective July 1, 2013 (tentative), in which Central is to become wholly owning parent company in share exchange and the Company, TOKYO and TONE are to become the wholly owned subsidiary companies.

It has become clear that through further collaboration, the K4 can explore many new opportunities and thus realize sustainable growth amid a harsh environment. By entering into a business integration in which each company would come under the control of a common holding company, the K4 will be able to build an even stronger management base, leverage better the collective scale of their business as well as benefit from best practices from across the bottling system in order to increase value for all our stakeholders.

The Company expects to obtain approval of the share exchange agreement at the Ordinary General Meeting of Shareholders to be held on March 28, 2013.

Additionally, Central has prepared an incorporation-type company split plan under which any rights and obligations related to any and all businesses other than the group management business and property management business of Central will be succeeded to the company incorporated through the incorporation-type of company split, i.e. “Coca-Cola Central Japan Co., Ltd.”

Central expects to obtain approval of the changes to the Articles of Incorporation, the selection of Directors, the share exchange agreement and the company split plan, including the change of its trade to “Coca-Cola East Japan Co., Ltd.” at the Ordinary General Meeting of Shareholders to be held on March 28, 2013.

[Notes to Consolidated Balance Sheet]

Accumulated depreciation of property, plant and equipment

¥56,746 million

2.	Contingent liabilities

At the Board of Directors Meeting held on September 30, 2008, it was resolved to adopt a policy of moving a distribution center, which was used in accordance with the building lease contract with Yamadai Otake K.K. Subsequently, on November 13, 2009 the Company filed a petition for cancellation of the lease contract. Thereafter, the reconciliation had continued, but ended in failure on July 14, 2010. On July 28, 2010, the Company filed a suit for damages, claims for transfer costs and others. In relation to the cancellation of the lease contract, the Company may be required to pay the amount equivalent for the rental fees (¥7 million per month, and total of ¥862 million) for the remaining period until the expiry date of the original contract period (from June 2010 to May 2019). The Company believes that the occurrence of loss shall be avoided because the case does not fall under the contract provision of midterm cancelation for a “unilateral reason” attributable to the Company. However, it is difficult to estimate the impact of the litigation on profit or loss at this stage.

[Notes to Consolidated Statement of Changes in Net Assets]

1.	Total number of shares issued and outstanding as of the end of the current consolidated fiscal year

Common shares 53,555,732 shares

2.	Matters related to the distribution of surplus during the current consolidated fiscal year

Resolution	Class of Shares	Total Distribution (million yen)	Distribution Per Share (yen)	Record Date	Effective Date
Ordinary General Meeting of Shareholders on March 27, 2012	Common shares	579	12	December 31, 2011	March 28, 2012
Board of Directors Meeting on August 3, 2012	Common shares	579	12	June 30, 2012	September 7, 2012

3.	Matters related to the distribution of surplus after the fiscal year-end date of the current consolidated fiscal year

The following matters relating to dividends are planned to be submitted to shareholder vote at the Ordinary General Meeting of Shareholders scheduled to be held on March 26, 2013.

Resolution	Class of Shares	Source of Distribution	Total Distribution (million yen)	Distribution Per Share (yen)	Record Date	Effective Date
Ordinary General Meeting of Shareholders on March 26, 2013	Common shares	Retained earnings	579	12	December 31, 2012	March 27, 2013

[Notes to Financial Instruments]

Matters concerning the financial instruments

(1)

Policy for financial instruments

The Group finances funds necessary for business activities primarily by its own funds. Temporary surplus funds are managed through highly secure financial assets, such as short-term deposits. Derivative transactions are used to avoid the risks described below, under a policy of not conducting such transactions for speculative purposes.

(2)

Details of financial instruments and associated risks

Trade receivables, namely notes and accounts receivable-trade, accounts receivable-other and deposits paid are exposed to customer credit risks.

Securities and investment securities consist primarily of listed shares and corporate bonds, which are exposed to risks associated with market price changes.

Most of trade payables, namely notes and accounts payable-trade, and accrued expenses mature within one year and are exposed to liquidity risks. Such payables include foreign currency-denominated ones for the payment for imported goods and are exposed to foreign currency fluctuation risks. To avoid such risks, forward foreign exchange contracts are used for portions of the settlement amounts.

(3)

Risk management system for financial instruments

Management of credit risks (risks associated with the default of contracts by customers and others)

As for trade receivables, the Company monitors the conditions of major customers on a periodic basis and manages due dates and outstanding balances by individual customer in accordance with rules for credit limit management and others. The Company also strives to swiftly detect and reduce concerns over collection caused by such factors as the deteriorating financial conditions. Consolidated subsidiaries perform the similar monitoring in line with the Company’s rules for credit limit management and others.

For the use of derivative transactions, the Company carries out such transactions only with highly reliable financial institutions to reduce counterparty risks.

Management of market risks (risks associated with fluctuations in foreign exchange, interest rates and others)

For securities and investment securities, the Company checks fair value, the financial conditions of issuers (business partners) and other factors on a periodic basis, and continually reviews its possession situation, taking into account relations with business partners.

The execution and management of derivative transactions are conducted in accordance with internal rules that provide authority to perform transactions.

Management of liquidity risks for fund-raising (risks of not being able to make payments on the payment dates)

The Company formulates and updates financing plans in a timely manner and manages liquidity risks through such method as maintaining short-term liquidity.

(4)

Supplementary explanations on market value of financial instruments

The market values of financial instruments include values based on market prices, or in cases where there are no market prices, reasonably estimated values. In calculating the said values, fluctuation factors are included, and using different assumptions may result in fluctuations in such values.

2.	Matters concerning the market value of financial instruments

The book value on the consolidated balance sheet and market value of financial instruments as of December 31, 2012 (the closing date of current consolidated accounting period) as well as the differences between these values are described below. Financial instruments whose market values appear to be extremely difficult to determine are not included. (See (Note) 2.)

(In millions of yen)

Description	Book Value on the Consolidated Balance Sheet		Market Value		Difference
(1) Cash and deposits		9,783		9,783		–
(2) Notes and accounts receivable-trade		7,751		7,751		–
(3) Accounts receivable-other		1,961		1,961		–
(4) Deposits paid		10,000		10,000		–
(5)Securities and investment securities		6,792		6,792		–
Total assets		36,288		36,288		–
(1) Notes and accounts payable-trade		5,509		5,509		–
(2) Accrued expenses		4,087		4,087		–
(3) Income taxes payable		1,238		1,238		–
Total liabilities		10,835		10,835		–
Derivative transaction (*)
Transactions subject to hedge accounting		15		15		–
Total derivative transaction		15		15		–

(*) Receivables and payables incurred by derivative transactions are presented in net. Net payables are presented in brackets “[ ].”

(Notes)

Matters concerning the calculation method for the market value of financial assets, securities and derivatives transaction

Assets

(1) Cash and deposits, (2) Notes and accounts receivable-trade, (3) Accounts receivable-other and (4) Deposits paid

These are stated at their book values as they are settled in the short-term and their market values approximate book values.

(5) Securities and investment securities

These market values are determined based on, in the case of listed shares, prices in stock exchanges, or in the case of bonds, prices in exchanges or values presented by financial institutions.

Liabilities

(1) Notes and accounts payable-trade, (2) Accrued expenses and (3) Income taxes payable

These are stated at their book values as they are settled in the short-term and their market values approximate book values.

Derivative transactions

(1)

Derivative transactions not subject to the application of hedge accounting: Not applicable

(2)

Derivative transactions subject to the application of hedge accounting: Contract amount or equivalent of the principal amount prescribed by the contract as of the closing date of consolidated accounting according to hedge accounting methods are as follows.

				(In millions of yen)
Hedge Accounting Method	Type of Derivative Transaction, etc.	Major Hedging Items	Contract Amount	Of Which, More Than 1 Year	Market Value
Designation method for forward foreign exchange contracts, etc.	Forward foreign exchange contract transactions	Accounts payable	82	—	15

Financial instruments whose market values appear to be extremely difficult to determine

(In millions of yen)
Item	Book Value on the Consolidated Balance Sheet
Investment securities Unlisted shares	1,065
Investment securities Affiliates’ stocks	907

These are not included in “(5) Securities and investment securities,” as there are no market values and it appears to be extremely difficult to determine their fair values.

The scheduled redemption amount of monetary claims and securities with maturity

(In millions of yen)

Description

Up to 1 year

More Than 1 Year and Up to 5 Years

More Than 5 Years and Up to 10 Years

More Than 10 Years

Cash and deposits

9,783

―

Notes and accounts receivable-trade

7,751

―

Accounts receivable-other

1,961

―

Deposits paid

10,000

―

Securities and investment securities

Available-for-sale securities with maturities

500

3,010

2,325

―

Total

29,996

3,010

2,325

―

[Notes to Rental Properties]

The Company and some of its consolidated subsidiaries own idle real estate and real estate for a rental purpose (including land) in Saitama Prefecture and other areas. In the fiscal year ended December 31, 2012, rental income/loss related to the said rental properties amounted to ¥556 million (major rental income and rental expenses are recorded in sales and cost of sales, respectively), and impairment loss amounted to ¥22 million (recorded in extraordinary loss).

In relation to the said rental properties, amount recorded in the consolidated balance sheet, changes in the current consolidated fiscal year, market value as of the closing date of current consolidated accounting, and the calculation method of such market value are as follows:

(In millions of yen)

Book Value on the Consolidated Balance Sheet			Market Value as of the Closing Date of Current Consolidated Accounting
Balance at the Beginning of Current Consolidated Fiscal Year	Changes in Current Consolidated Fiscal Year	Balance at the End of Current Consolidated Fiscal Year
5,881	386	6,267	6,429

(Notes)

Amount recorded in consolidated balance sheet is calculated by deducting accumulated depreciation from acquisition cost.

Of the changes in the current consolidated fiscal year, major increases include ¥855 million in the acquisition of assets for rent, while major decreases include ¥458 million in depreciation and ¥66 million for the sale of idle assets.

Calculation method of market value

For major properties, amounts based on a real estate appraisal report by an external real estate appraiser are used. For other properties, amounts calculated by the Company in accordance with the “Real Estate Appraisal Standards” (including those adjusted by using indicators and others) are used.

[Notes to Tax Effect Accounting]

1.	Breakdown of major factors that caused deferred tax assets and liabilities

Deferred tax assets

1) Current assets

Accounts payable—not tax deductible	¥17 million
Accrued expenses—not tax deductible	¥147 million
Enterprise tax payable—not tax deductible	¥91 million
Provision for bonuses	¥206 million
Other	¥22 million
Subtotal of deferred tax assets	¥485 million
Valuation allowance	¥(10) million
Total deferred tax assets	¥475 million
Offset against deferred tax liabilities	¥(6) million
Net deferred tax assets	¥468 million

2) Fixed assets

Excess amount of depreciation—not tax deductible	¥92 million
Low-value assets—not tax deductible	¥17 million
Loss on valuation of investment securities—not tax deductible	¥115 million
Long-term accounts payable—not tax deductible	¥361 million
Asset retirement obligations	¥207 million
Allowance for investment loss	¥12 million
Impairment loss	¥57 million
Valuation difference on available-for-sale securities	¥7 million
Elimination of intercompany profit	¥80 million
Other	¥54 million
Subtotal of deferred tax assets	¥1,006 million
Valuation allowance	¥(183) million
Total deferred tax assets	¥823 million
Offset against deferred tax liabilities	¥(293) million
Net deferred tax assets	¥530 million

Deferred tax liabilities

1) Current liabilities

Deferred gains or losses on hedges	¥(6) million
Valuation difference on available-for-sale securities	¥(0) million
Total deferred tax liabilities	¥(6) million
Offset against deferred tax assets	¥6 million
Net deferred tax liabilities	¥— million

2) Fixed liabilities

Reserve for advanced depreciation of fixed assets	¥(207) million
Asset retirement obligations	¥(31) million
Valuation difference on available-for-sale securities	¥(47) million
Other	¥(22) million
Total deferred tax liabilities	¥(309) million
Offset against deferred tax assets	¥293 million
Net deferred tax liabilities	¥(16) million

2.	Factors for differences between statutory effective tax rate and corporate tax rate after tax-effect accounting

Statutory effective tax rate	40.3%
(Adjustments)
Entertainment expenses and other items that are permanently non-deductible	4.7%
Equity in (earnings) losses of affiliates	(0.9)%
Dividends income and other items that are permanently non-taxable	(0.2)%
Inhabitant tax on per capita basis	0.8%
Downward revision in deferred tax assets at fiscal year-end due to changes in tax rates	0.8%
Decrease in valuation allowances	(0.3)%
Other	1.1%
Corporate taxes rate after tax-effect accounting	46.3%

[Notes to Per Share Information]

Net assets per share

¥1,364.97

Net profit per share

¥38.55

[Notes to Retirement Benefits]

1.	Outline of retirement benefit plan adopted

The Company and some of its consolidated subsidiaries adopt a defined-contribution corporate pension plan based on corporate pension rules.

On certain occasions, special retirement benefits and others may be temporarily paid upon retirement of employees.

2.	Retirement benefit expenses and breakdown thereof

Contributions required, etc. pertaining to defined-contribution pension plan	¥692 million
Retirement benefit expenses	¥692 million

[Notes to Significant Subsequent Events]

Not applicable.

Non-Consolidated Balance Sheet

(As of December 31, 2012)

(In millions of yen)

Description	Amount			Description	Amount
(Assets)				(Liabilities)
Current assets		32,833		Current liabilities		14,763
Cash and deposits		8,576		Accounts payable-trade		4,420
Notes receivable-trade		5		Lease obligations		69
Accounts receivable-trade		6,581		Accounts payable-other		229
Securities		500		Accrued expenses		4,099
Merchandise and finished goods		3,950		Income taxes payable		959
Raw materials and supplies		46		Deposits received		4,042
Prepaid expenses		197		Container deposits received		30
Deferred tax assets		377		Accounts payable-facilities		390
Deposits paid		10,000		Provision for bonuses		448
Short-term loans receivable from subsidiaries and affiliates		770		Provision for directors’ bonuses		8
Accounts receivable-other		1,632		Asset retirement obligations		4
Other		199		Other		60
Allowance for doubtful accounts		(4	)	Fixed liabilities		1,720
Fixed assets		43,450		Long-term accounts payable-other		2
Property, plant and equipment		29,805		Long-term accounts payable-other to employees		856
Buildings		8,693		Lease obligations		178
Structures		805		Asset retirement obligations		575
Machinery and equipment		647		Long-term deposits received		107
Vehicles		170		Total liabilities		16,484
Tools, furniture and fixtures		368		(Net assets)
Vending equipment		7,809		Shareholders’ equity		59,748
Land		10,359		Capital stock		5,407
Lease assets		254		Capital surplus		5,357
Construction in progress		695		Legal capital surplus		5,357
Intangible assets		616		Retained earnings		54,743
Software		550		Legal retained earnings		1,351
Other		65		Other retained earnings		53,391
Investments and other assets		13,027		Reserve for advanced depreciation of fixed assets		381
Investment securities		7,158		General reserve		43,140
Stocks of subsidiaries and affiliates		2,630		Retained earnings brought forward		9,870
Long-term loans receivable		508		Treasury shares		(5,760	)
Long-term loans receivable from subsidiaries and affiliates		1,178		Valuation and translation adjustments		51

Long-term prepaid expenses	737		Valuation difference on available-for-sale securities	51
Deferred tax assets	386		Total net assets	59,799
Other	526
Allowance for doubtful accounts	(63	)
Allowance for investment loss	(34	)
Total assets	76,284		Total liabilities and net assets	76,284

(Note) Stated amounts are rounded down to the nearest million yen.

Non-Consolidated Statement of Income

(January 1, 2012 - December 31, 2012)

(In millions of yen)

Description	Amount

Sales			107,106
Cost of sales			67,218
Gross profit			39,887
Selling, general and administrative expenses			37,557
Operating profit			2,330
Non-operating profit
Interest income		65
Interest on securities		84
Dividends income		379
Rent income		358
Miscellaneous income		89	977
Non-operating expenses
Interest expenses		15
Loss on disposal of fixed assets		181
Depreciation expenses for rental properties		81
Miscellaneous loss		121	399
Recurring profit			2,908
Extraordinary loss
Loss on sales of fixed assets		10
Loss on retirement of fixed assets		56
Impairment loss		22
Loss on valuation of investment securities		17
Amounts incurred for abandonment of fixed assets		81	189
Net profit before income taxes			2,719
Income taxes-current		1,038
Income taxes-deferred		113	1,151
Net profit			1,567

(Note) Stated amounts are rounded down to the nearest million yen.

Non-Consolidated Statement of Changes in Net Assets

(January 1, 2012 - December 31, 2012)

(In millions of yen)

	Shareholders’ Equity
			Capital Surplus			Retained Earnings
								Other Retained Earnings
		Capital Stock		Legal Capital Surplus	Total Capital Surplus		Legal Retained Earnings		Reserve for Advanced Depreciation of Fixed Assets		Reserve for Special Account for Advanced Depreciation of Fixed Assets		General Reserve	Retained Earnings Brought Forward
Balance at the beginning of current period		5,407		5,357	5,357		1,351		17		392		43,140	9,432
Changes of items during the period
Dividends from surplus														(1,158	)
Net profit														1,567
Purchase of treasury shares
Provision of reserve for advanced depreciation of fixed assets									364					(364	)
Reversal of reserve for advanced depreciation of fixed assets									(0	)				0
Reversal of reserve for special account for advanced depreciation of fixed assets											(392	)		392
Net changes of items other than shareholders’ equity
Total changes of items during the period									363		(392	)		437
Balance at the end of current period		5,407		5,357	5,357		1,351		381		—		43,140	9,870

	Shareholders’ Equity								Valuation and Translation Adjustments
	Total Retained Earnings		Treasury Shares			Total Shareholders’ Equity			Valuation Difference on Available-for- sale Securities			Total Valuation and Translation Adjustments			Total Net Assets
Balance at the beginning of current period	54,334			(5,760	)		59,339			(105	)		(105	)		59,233
Changes of items during the period
Dividends from surplus	(1,158	)					(1,158	)								(1,158	)
Net profit	1,567						1,567									1,567
Purchase of treasury shares				(0	)		(0	)								(0	)
Provision of reserve for advanced depreciation of fixed assets
Reversal of reserve for advanced depreciation of fixed assets
Reversal of reserve for special account for advanced depreciation of fixed assets
Net changes of items other than shareholders’ equity										157			157			157
Total changes of items during the period	409			(0	)		408			157			157			565
Balance at the end of current period	54,743			(5,760	)		59,748			51			51			59,799

(Note) Stated amounts are rounded down to the nearest million yen.

Notes to Non-Consolidated Financial Statements

[Notes to Matters concerning Significant Accounting Policies]

1.	Evaluation standards and methods for assets

(1)

Evaluation standards and methods for securities

Subsidiaries and affiliates’ stocks are stated at cost using the moving-average method.

Available-for-sale securities are valued by the following methods:

- Securities with market quotations

Stated at market value at the closing date of accounting

(Valuation differences are comprehensively reported as a component of net assets and the cost of securities sold is computed using the moving-average method)

- Securities without market quotations

Stated at cost by the moving-average method

(2)

Evaluation standards and methods for inventories

Merchandise/finished goods are stated at cost using the periodic-average method (for balance sheet amounts, the book value write-down method based on the decline in profitability is used).

Raw materials/supplies are stated at cost using the moving-average method (for balance sheet amounts, the book value write-down method based on the decline in profitability is used)

2.	Depreciation methods for fixed assets

(1)

Property, plant and equipment (excluding lease assets) are stated at declining-balance method. However, for buildings (excluding accompanying facilities) acquired on or after April 1, 1998 and some rental assets, the straight-line method is used.

Major useful lives are as follows:

Buildings and structures: 10 – 50 years

Machinery and equipment: 9 – 17 years

Vending equipment: 5 – 6 years

(2)

Intangible assets (excluding lease assets) are stated at straight-line method. For software for internal use, the straight-line method is applied based on the usable period within the Company (5 years).

(3)

Lease assets (lease assets concerning non-transfer ownership finance lease transactions) are depreciated by the straight-line method, defining the lease term of respective assets as their useful lives, with residual value equaling zero.

3.	Accounting standards for allowances and provisions

(1)

Allowance for doubtful accounts

(2)

Allowance for investment loss

(3)

Provision for bonuses

In order to provide for the payment of bonuses to employees, the amount attributable to the current fiscal year is recorded based on the expected payments.

(4)

Provision for directors’ bonuses

In order to provide for the payment of bonuses to Directors, the amount attributable to the current fiscal year is recorded based on the expected payments.

4.	Accounting standards for the translation of significant foreign currency-denominated assets and liabilities into Japanese yen

Foreign currency-denominated monetary claims and obligations are translated into Japanese yen, using the spot exchange rates on the closing date of accounting and the resulting translation gains and losses are recognized as income and expenses.

5.	Tax exclusion method is applied as accounting method for consumption taxes.

6.	Additional information

(1)

Application of “Accounting Standard for Accounting Changes and Error Corrections,” etc.

(2)

The business integration of four companies, i.e. the Company, Coca-Cola Central Japan Co., Ltd., Tokyo Coca-Cola Bottling Co., Ltd. and TONE Coca-Cola Bottling Co., Ltd.

The Company expects to obtain approval of the share exchange agreement at the Ordinary General Meeting of Shareholders to be held on March 26, 2013.

[Notes to Non-Consolidated Balance Sheet]

1.	Accumulated depreciation of property, plant and equipment		¥49,965 million

2.	Short-term monetary claims to subsidiaries and affiliates		¥793 million
		Short-term monetary claims to subsidiaries and affiliates	¥7,536 million
		Long-term monetary claims to subsidiaries and affiliates	¥78 million

3.	Guaranteed liabilities
		Guarantee for operating transactions of subsidiaries and affiliates
		(Mikuni Service Co., Ltd)	¥0 million

4.	Contingent liabilities
	At the Board of Directors Meeting held on September 30, 2008, it was resolved to adopt a policy of moving a distribution center, which was used in accordance with the building lease contract with Yamadai Otake K.K. Subsequently, on November 13, 2009 the Company filed a petition for cancellation of the lease contract. Thereafter, the reconciliation had continued, but ended in failure on July 14, 2010. On July 28, 2010, the Company filed a suit for damages, claims for transfer costs and others. In relation to the cancellation of the lease contract, the Company may be required to pay the amount equivalent for the rental fees (¥7 million per month, and total of ¥862 million) for the remaining period until the expiry date of the original contract period (from June 2010 to May 2019). The Company believes that the occurrence of loss shall be avoided because the case does not fall under the contract provision of midterm cancelation for a “unilateral reason” attributable to the Company. However, it is difficult to estimate the impact of the litigation on profit or loss at this stage.

[Notes to Non-Consolidated Statement of Income]

Transactions with subsidiaries and affiliates

Sales	¥7,023 million
Purchase of goods	¥61,011 million
Other operating transactions	¥10,551 million
Transactions other than operating transactions	¥800 million

[Notes to Non-Consolidated Statement of Changes in Net Assets]

Total number of shares issued and outstanding as of the end of the current fiscal year

Common shares

5,270,966 shares

[Notes to Tax Effect Accounting]

1.	Breakdown of major factors that caused deferred tax assets and liabilities

1) Current assets

Deferred tax assets
Accounts payable—not tax deductible	¥10 million
Accrued expenses—not tax deductible	¥131 million
Enterprise tax payable—not tax deductible	¥74 million
Provision for bonuses	¥168 million
Other	¥2 million
Subtotal of deferred tax assets	¥388 million
Valuation allowance	¥(10) million
Total deferred tax assets	¥377 million
Offset against deferred tax liabilities	¥(0) million
Net deferred tax assets	¥377 million
Deferred tax liabilities
Valuation difference on available-for-sale securities	¥(0) million
Total deferred tax liabilities	¥(0) million
Offset against deferred tax assets	¥0 million
Net deferred tax liabilities	¥— million

2) Fixed assets

Deferred tax assets
Excess amount of depreciation—not tax deductible	¥88 million
Low-value assets—not tax deductible	¥16 million
Valuation loss on affiliates’ stocks—not tax deductible	¥308 million
Valuation loss on investment securities—not tax deductible	¥93 million
Long-term accounts payable—not tax deductible	¥303 million
Asset retirement obligations	¥203 million
Allowance for investment loss	¥12 million
Impairment loss	¥42 million
Valuation difference on available-for-sale securities	¥7 million
Other	¥41 million
Subtotal of deferred tax assets	¥1,116 million
Valuation allowance	¥(456) million
Total deferred tax assets	¥659 million
Offset against deferred tax liabilities	¥(273) million
Net deferred tax assets	¥386 million
Deferred tax liabilities
Reserve for advanced depreciation of fixed assets	¥(207) million
Valuation difference on available-for-sale securities	¥(34) million
Retirement costs for asset retirement obligations	¥(30) million
Total deferred tax liabilities	¥(273) million
Offset against deferred tax assets	¥273 million
Net deferred tax liabilities	¥— million

[Notes to Transactions between Related Parties]

1.	Subsidiaries and affiliates, etc.

Type	Name	Ratio of Voting Rights Holding (held) (%)	Relationship	Summary of Transactions	Amount of Transaction (millions of yen)	Item	Fiscal Year-end Balance (millions of yen)
Subsidiary	Mikuni Foods Co., Ltd.	(Ownership) 100	Sale of goods 5 concurrent Directors	Deposits of surplus funds	—	Deposits received	1,480
				Payment of interest	2	Accrued expenses	0
				Deposits of sales	11,525	Deposits received	893
Subsidiary	Mikuni Wine Co., Ltd.	(Ownership) 100	Fund assistance 3 concurrent Directors	Provision of loans	—	Short-term loans receivable from subsidiaries and affiliates	570
				Provision of loans	—	Long-term loans receivable from subsidiaries and affiliates	950
				Receipt of interest	13	Other (Current assets)	—
Affiliate	Coca-Cola East Japan Products Company, Limited	(Ownership) 25	Purchase of goods 1 concurrent Director	Purchase of beverage	60,614	Accounts payable-trade	2,916
						Accrued expenses	104
						Accounts receivable-other	99
						Advance payments-trade	—
				Advance payment for purchase	40,587	Advance payments-trade	—
				Receipt of interest	2	Other (Current assets)	0

(Notes)

Consumption taxes are not included in transaction amounts, while they are included in fiscal year-end balances.

Loan interest rates and other conditions are determined by individual negotiations, using market interest rates as references.

Matters related to transactions with Coca-Cola East Japan Products Company, Limited are determined based on the business agreement, which was concluded with Coca-Cola system bottlers in the Kanto region, including the Company.

Companies, etc. with the same parent company

Type	Name	Ratio of Voting Rights Holding (held) (%)	Relationship	Summary of Transactions	Amount of Transaction (millions of yen)	Item	Fiscal Year-end Balance (millions of yen)
Subsidiary of other affiliated company	Mitsui & Co. Financial Services Ltd.	None	Deposits of funds	Deposits of funds	—	Deposits paid	10,000
Subsidiary of other affiliated company	Mitsui & Co. Financial Services Ltd.	None	Deposits of funds	Receipt of interest	30	Other (Current assets)	4
Subsidiary of other affiliated company	Coca-Cola (Japan) Company, Limited	None	—	Income from rebates for sales promotion, etc.	322	Accounts receivable-other	1,075

(Notes)

Consumption taxes are not included in above stated amounts.

Loan interest rates and other conditions are determined by individual negotiations, using market interest rates as references.

Mitsui & Co. Financial Services Ltd. is no longer a subsidiary of other affiliated companies because Mitsui & Co., Ltd., which was other affiliated company, transferred its shares on December 20, 2012. Therefore, the above-mentioned transaction amounts are for the period when the said company fell under the relevant party, and the fiscal year-end balances represent amounts at the time when the said company no longer fell under the relevant party.

Coca-Cola (Japan) Company, Limited has become a subsidiary of other affiliated companies because on December 20, 2012 Mitsui & Co., Ltd. transferred its shares upon the conclusion of the Capital and Business Alliance Agreement between the Company and The Coca-Cola Company. Therefore, the above-mentioned transaction amount is for the period when the said company fell under the relevant party.

The transaction between the Company and Coca-Cola (Japan) Company, Limited is based on the agreement with The Coca-Cola Company and Coca-Cola (Japan) Company, Limited regarding the manufacture, sale and trademark license of Coca-Cola, etc.

[Notes to Per Share Information]

Net assets per share

¥1,238.47

Net profit per share

¥ 32.47

[Notes to Retirement Benefits]

1.	Outline of retirement benefit plan adopted

The Company adopts a defined-contribution corporate pension plan based on corporate pension rules.

On certain occasions, special retirement benefits and others may be temporarily paid upon retirement of employees.

2.	Retirement benefit expenses and breakdown thereof

Contributions required, etc. pertaining to defined-contribution pension plan	¥411 million
Retirement benefit expenses	¥411 million

[Notes to Significant Subsequent Events]

Not applicable.

Accounting Auditor’s audit report on the Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report

(English Translation)

February 13, 2013

To the Board of Directors

Mikuni Coca-Cola Bottling Co., Ltd.

Deloitte Touche Tohmatsu LLC

	Shintaro Nakai,
	Designated Limited Liability Partner, Engagement Partner, Certified Public Accountant
	Yoshiyuki Kobayashi,
	Designated Limited Liability Partner, Engagement Partner, Certified Public Accountant

Pursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the consolidated financial statements, that is, the consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets, and notes to the consolidated financial statements of Mikuni Coca-Cola Bottling Co., Ltd. (the “Company”), for the fiscal year from January 1, 2012 to December 31, 2012.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements from an independent standpoint based on our audit. 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 the Auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments the Auditor considers internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. 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.

Opinion

In our opinion, the above consolidated financial statements fairly present, in every material aspect, the financial position and results of operations of the consolidated group consisting of the Company and its consolidated subsidiaries for the relevant term of the consolidated financial statements, in accordance with the business accounting standards generally accepted in Japan.

Important Note

As described in Additional information (2), pursuant to the resolution of the Board of Directors Meeting held on December 14, 2012, the Company concluded an integration agreement as of December 14, 2012, and a share exchange agreement relating to a share exchange to become effective July 1, 2013 (tentative), in which Coca-Cola Central Japan Co., Ltd. is to become wholly owning parent company in share exchange and the Company, Tokyo Coca-Cola Bottling Co., Ltd. and TONE Coca-Cola Bottling Co., Ltd. are to become the wholly owned subsidiary companies.

This issue does not affect our opinion.

Conflicts of Interest

Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of the Certified Public Accountants Law.

Accounting Auditor’s audit report on the Non-Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report

(English Translation)

February 13, 2013

To the Board of Directors

Mikuni Coca-Cola Bottling Co., Ltd.

Deloitte Touche Tohmatsu LLC

	Shintaro Nakai,
	Designated Limited Liability Partner, Engagement Partner, Certified Public Accountant
	Yoshiyuki Kobayashi,
	Designated Limited Liability Partner, Engagement Partner, Certified Public Accountant

Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the non-consolidated financial statements, that is, the non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets, notes to the non-consolidated financial statements of Mikuni Coca-Cola Bottling Co., Ltd. (the “Company”), the 51st fiscal year from January 1, 2012 to December 31, 2012, together with the supplementary schedules of the Company for the same year.

Management’s Responsibility for the Non-consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these non-consolidated financial statements and supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the non-consolidated financial statements and supplementary schedules that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these non-consolidated financial statements and supplementary schedules from an independent standpoint based on our audit. 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 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 supplementary schedules. The procedures selected depend on the Auditor’s judgment, including the assessment of the risks of material misstatement of the non-consolidated financial statements and supplementary schedules, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of the entity’s internal control, but in making these risk assessments the Auditor considers internal controls relevant to the entity’s preparation and fair presentation of the non-consolidated financial statements and supplementary schedules in order to design audit procedures that are appropriate in the circumstances. 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 supplementary schedules.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the above non-consolidated financial statements and supplementary schedules fairly present, in every material aspect, the financial position and results of operations of the Company for the relevant term of the non-consolidated financial statements, in accordance with the business accounting standards generally accepted in Japan.

Important Note

This issue does not affect our opinion.

Conflicts of Interest

Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of the Certified Public Accountants Law.

Board of Corporate Auditors’ audit report (duplicated copy)

Audit Report

(English Translation)

Regarding the performance of duties by the Directors for the 51st fiscal year from January 1, 2012 to December 31, 2012, the Board of Corporate Auditors hereby submits its audit report, which has been prepared upon careful consideration based on the audit report prepared by each Corporate Auditor.

1.	Summary of Auditing Methods by the Corporate Auditors and Board of Corporate Auditors

The Board of Corporate Auditors established auditing policies, allocation of duties, and other relevant matters, and received reports from each Corporate Auditor regarding his or her audits and results thereof, as well as received reports from the Directors, other relevant personnel, and the Accounting Auditor regarding performance of their duties, and sought explanations as necessary.

Each Corporate Auditor complied with the auditing standards of the Corporate Auditors established by the Board of Corporate Auditors, followed the auditing policies, allocation of duties, and other relevant matters, communicated with the Directors, Internal Auditing Department, other employees, and any other relevant personnel, and made efforts to prepare the environment for information collection and audit, as well as participated in the Board of Directors meetings and other important meetings, received reports from the Directors, employees and other relevant personnel regarding performance of their duties, sought explanations as necessary, examined important authorized documents and associated information, and studied the operations and financial positions at the head office and principal business offices. We also received reports from Directors, other employees, and any other relevant personnel on a regular basis, requested explanation on a necessary basis and represented his opinion on the system for ensuring that the performance of duties by the Directors set forth in Business Report conforms to the related laws and regulations and Articles of Incorporation, and the system prepared based on the contents of the resolutions of the Board of Directors and such resolutions regarding preparation of the system stipulated in Article 100, Paragraphs 1 and 3, of the Ordinance for Enforcement of the Companies Act (internal controls system), which system is necessary for ensuring that a joint stock corporation’s business is proper. With respect to subsidiaries, we communicated and exchanged information with Directors, Corporate Auditors and other relevant personnel of the subsidiaries, and received business reports from subsidiaries as necessary. Based on the above methods, we examined the business report and supplementary schedules related to the relevant fiscal year.

Furthermore, we monitored and verified whether the Accounting Auditor maintained its independence and implemented appropriate audits, as well as received reports from the Accounting Auditor regarding the performance of its duties and sought explanations as necessary. In addition, we received notice from the Accounting Auditor that “the system for ensuring that duties are performed properly” (matters set forth in each item of Article 131 of the Ordinance for Corporate Accounting) had been prepared in accordance with the Product Quality Management Standards Regarding Audits (issued by the Business Accounting Deliberation Council (BACD) on October 28, 2005) and other relevant standards, and sought explanations as necessary. Based on the above methods, we examined the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets, and non-consolidated notes) and the supplementary schedules, as well as consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets, and consolidated notes) related to the relevant fiscal year.

2.	Results of Audit

(1)

Results of Audit of Business Report and Other Relevant Documents

In our opinion, the business report and the supplementary schedules are in accordance with the related laws and regulations and Articles of Incorporation, and fairly represent the Company’s condition.

We have found no evidence of wrongful action or material violation of related laws and regulations, nor of any violation with respect to the Articles of Incorporation, related to performance of duties by the Directors.

In our opinion, the contents of the resolutions of the Board of Directors related to the internal controls system are fair and reasonable. In addition, we have found no matters on which to remark regarding the contents of Business Report and the performance of duties by the Directors related to such internal controls system.

(2) Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules

In our opinion, the methods and results employed and rendered by the Accounting Auditor, Deloitte Touche Tohmatsu LLC are fair and reasonable.

(3) Results of Audit of Consolidated Financial Statements

In our opinion, the methods and results employed and rendered by the Accounting Auditor, Deloitte Touche Tohmatsu LLC are fair and reasonable.

February 14, 2013

Board of Corporate Auditors, Mikuni Coca-Cola Bottling Co., Ltd.

	Full-time Outside Corporate Auditor	Katsumi Ogawa
	Outside Corporate Auditor	Naoyuki Konishi
	Outside Corporate Auditor	Shigefumi Negishi


1.	Date and Time:	Tuesday, March 26, 2013 at 10:00 a.m. Japan time
2.	Place:	Urawa Royal Pines Hotel, 4F Royal Crown, located at 2-5-1, Nakacho, Urawa-ku, Saitama-shi, Saitama, Japan
3.	Meeting Agenda:
	Matters to be reported:	1.	The Business Report, Consolidated Financial Statements for the Company’s 51st Fiscal Year (January 1, 2012 - December 31, 2012) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements
		2.	Non-Consolidated Financial Statements for the Company’s 51st Fiscal Year (January 1, 2012 - December 31, 2012)
	Proposals to be resolved:
	Proposal No. 1:	Appropriation of Surplus
	Proposal No. 2:	Approval of the Share Exchange Agreement between the Company and Coca-Cola Central Japan Co., Ltd.
	Proposal No. 3:	Election of Eight Directors
	Proposal No. 4:	Election of Two Corporate Auditors
	Proposal No. 5:	Election of Accounting Auditor
	Proposal No. 6:	Payment of Bonuses to Directors

	Method	Calculation Range of Share Exchange Ratio
1)	Average Market Price Method	0.666-0.675
2)	Comparable Companies Method	0.623-1.122
3)	DCF Method	0.704-1.239

	Method	Valuation Range of Share Exchange Ratio
1)	Market Price Analysis	0.615-0.717
2)	Comparable Companies Analysis	0.621-1.070
3)	DCF Analysis	0.746-1.196


No.	Name (Date of birth)	Past Experience, Positions, Responsibilities, and Significant Concurrent Positions		Number of Shares of the Company Held
1	Calin Dragan (October 24, 1966)	June 1993	Joined Coca-Cola Leventis	0 shares
		January 2000	Joined Coca-Cola Hellenic Bottling Company S.A.
		May 2002	Commercial Manager in charge of Coca-Cola Bevande Italia of Coca-Cola Hellenic Bottling Company S.A.
		January 2005	General Manager and Administrator in charge of Romania and Mordovian Republic of Coca-Cola Hellenic Bottling Company S.A.
		July 2011	Executive Corporate Officer of Coca-Cola West Co., Ltd.
		January 2012	Executive Corporate Officer and General Manager, Business Model Innovation Headquarters of Coca-Cola West Co., Ltd.
		March 2012	Representative Director, Executive Vice President in charge of value chain and General Manager, Business Model Innovation Headquarters of Coca-Cola West Co., Ltd.
		January 2013	Vice President, Corporate Officer and Assistant to the President of the Company (current position)
2	Fumio Akachi (April 1, 1953)	August 1972	Joined the Company	1,000 shares
		January 2001	General Manager, Development Department, Saitama East Office, Sales Division of the Company
		November 2001	General Manager, Distribution and Marketing Department, Sales Division of the Company
		November 2002	General Manager, Chain Store Operations Department, Sales Division of the Company
		November 2003	Corporate Officer and General Manager, Sales Division and F&L Sales Department of the Company
		March 2004	Director, Managing Corporate Officer and General Manager, Sales Division of the Company
		January 2006	Director, Managing Corporate Officer and General Manager, Operational Administration Division of the Company
		January 2007	Director, Managing Corporate Officer and General Manager, Operational Administration Division of the Company Representative Director President, Mikuni Logistics Operation Co., Ltd.
		January 2009	Director, Managing Corporate Officer, General Manager, Sales Division and President, East Office of the Company
		March 2009	Director, Senior Managing Corporate Officer, General Manager, Sales Division and President, East Office of the Company
		January 2010	Director, Senior Managing Corporate Officer and General Manager, Sales Division of the Company
		January 2012	Director, Senior Managing Corporate Officer and General Manager, Management Strategy Division of the Company
		October 2012	Director, Vice President, Corporate Officer and General Manager, Management Strategy Division of the Company (current position)


No.	Name (Date of birth)	Past Experience, Positions, Responsibilities, and Significant Concurrent Positions		Number of Shares of the Company Held
3	Kazuaki Kogure (September 3, 1956)	May 1979	Joined the Company	4,872 shares
		November 2002	Corporate Sales Manager, RF Operations Department, Sales Division of the Company
		April 2004	Deputy General Manager, Sales Division and Corporate Sales Manager of the Company
		March 2005	Representative Director President, Mikuni Foods Co., Ltd.
		January 2007	General Manager, Sales Planning Department, Sales Division of the Company
		January 2008	President, Gunma Office, Sales Division of the Company
		January 2009	President, West Office, Sales Division of the Company
		March 2009	Corporate Officer and President, West Office, Sales Division of the Company
		January 2010	Corporate Officer and President, Niigata Office, Sales Division of the Company
		January 2012	Corporate Officer and General Manager, Sales Division of the Company
		March 2012	Director, Managing Corporate Officer and General Manager, Sales Division of the Company (current position)
4	Masaki Ito (August 22, 1956)	April 1979	Joined Mitsui & Co., Ltd.	2,000 shares
		May 2002	Accounting Control Office, Accounting Division of Mitsui & Co., Ltd.
		April 2006	Manager, Accounting Management Office of Mitsui & Co., Ltd.
		May 2009	CFO, EMEA (Europe, the Middle East and Africa) Business Unit of Mitsui & Co., Ltd. and CFO of MITSUI & CO. EUROPE PLC
		July 2011	Corporate Officer and General Manager, Accounts Department, Administrative Division of the Company
		January 2012	Corporate Officer and Deputy General Manager, Administrative Division and General Manager, Accounts Department of the Company
		March 2012	Director CFO, Managing Corporate Officer and Deputy General Manager, Administrative Division and General Manager, Accounts Department of the Company
		January 2013	Director CFO, Managing Corporate Officer and Deputy General Manager, Administrative Division (current position)
5	Toshio Kamiyama (March 12, 1956)	May 1978	Joined the Company	821 shares
		November 2003	General Manager, Vending Business Department, Sales Division of the Company
		January 2010	General Manager, Public Relations and Environment Department, General Affairs Division, Administrative Division of the Company
		March 2010	Corporate Officer and General Manager, General Affairs, Public Relations and Environment Department, Administrative Division of the Company
		January 2011	Corporate Officer, in charge of Public Relations, Environment and General Affairs, IR of the Company
		March 2011	Senior Corporate Auditor of the Company
		October 2012	Corporate Officer and General Manager, Human Resources Department, Administrative Division of the Company (current position)

	Coca-Cola Central Japan Co., Ltd.	the Company
Allotment upon the Share Exchange	1	0.790

(Notes)	1.	No material conflict of interest exists between the Company and any of the above eight candidates for Directors.
	2.	Messrs. Patrick Paya and Todd Grice are candidates for Outside Directors.
	3.	The Company asks the shareholders to elect Mr. Patrick Paya as Outside Director so that he will bring to the management of the Company his broad knowledge and experience, which he fostered at The Coca-Cola Company.
	4.	The Company asks the shareholders to elect Mr. Todd Grice as Outside Director so that he will bring to the management of the Company his broad knowledge and experience, which he fostered at The Coca-Cola Company.
	5.	Upon approval of Messrs. Patrick Paya and Todd Grice’s election, the Company, pursuant to Article 427, Paragraph 1 of the Companies Act, intends to enter into an agreement with Messrs. Paya and Grice that sets the minimum liability of the Outside Directors to the amount prescribed by laws and regulations.


No.	Name (Date of birth)	Past Experience, Positions and Significant Concurrent Positions		Number of Shares of the Company Held
1	Yasuji Okazeri (November 16, 1952)	April 1971	Joined the Company	3,800 shares
		November 2002	Chain Store Sales Manager, Chain Store Operations Department, Sales Division of the Company
		November 2003	Chain Store Marketing Manager, Sales Division of the Company
		January 2006	President, Niigata Office, Sales Division of the Company
		April 2007	Corporate Officer and President, Niigata Office, Sales Division of the Company
		January 2009	Corporate Officer and General Manager, Human Resources Department of the Company
		March 2009	Director, Managing Corporate Officer and General Manager, Human Resources Department of the Company
		January 2010	Director, Managing Corporate Officer and General Manager, Human Resources Department, Administrative Division of the Company
		January 2012	Director, Managing Corporate Officer and General Manager, Administrative Division and Human Resources Department of the Company
		October 2012	Director, Senior Managing Corporate Officer and General Manager, Administrative Division of the Company (incumbent)
2	Kana Odawara (May 28, 1965)	April 1988	Joined Tohmatsu Awoki & Sanwa (Current Deloitte Toche Tohmatsu LLC)	0 shares
		March 1991	Registered as a Certified Public Accountant
		June 1992	Joined CSK Venture Capital Co. Ltd.
		May 1998	Joined Coopers & Lybrand (Current PricewaterhouseCoopers Co., Ltd.)
		March 2002	Joined General Electric Company
		February 2007	Registered as a Certified Public Accountant in California, United States
		July 2007	Joined Stryker Japan K.K.
		August 2012	Senior Vice President, Finance Transformation of Coca-Cola (Japan) Company, Limited
		January 2013	Senior Vice President, Finance Controller of Coca-Cola (Japan) Company, Limited (incumbent)

(Notes)	1.	No material conflict of interest exists between the Company and any of the above two candidates for Corporate Auditors.
	2.	Ms. Kana Odawara is a candidate for Outside Corporate Auditor.
	3.	The Company asks the shareholders to elect Ms. Kana Odawara as Outside Corporate Auditor so that she will bring to the Company her broad knowledge and insight, which she fostered at The Coca-Cola Company and other companies as a Certified Public Accountant and conduct audits from an objective perspective.
	4.	Upon approval of Ms. Kana Odawara’s election, the Company, pursuant to Article 427, Paragraph 1 of the Companies Act, intends to enter into an agreement with Ms. Kana Odawara that sets the minimum liability of the Outside Corporate Auditor to the amount prescribed by laws and regulations.


Name	Ernst & Young ShinNihon LLC
Location of the main office	Hibiya International Building, 2-2-3, Uchisaiwaicho, Chiyoda-ku, Tokyo
	January 1967	Tetsuzo Ota & Company was founded.
	December 1969	Showa Company was founded.
	October 1985	Ota Showa & Company was founded through the merger of the above two companies.
Corporate history	January 1986	Century Company was founded.
	April 2000	Century Ota Showa & Company was founded through the merger of the above two companies.
	July 2001	The name of the company above was renamed as Shin Nihon & Company.
	July 2008	Ernst & Young Shin Nihon LLC was established
	Member
		Partners	(Certified Public Accountant)	641
			(Other)	18
Summary		Employees	(Certified Public Accountant)	2,859
(as of December 31, 2012)			(Assistant Certified Public Accountant)	864
		Other employees		1,341
			Total	5,723
	Companies audited by Ernst & Young ShinNihon LLC			3,933 companies
	Investment			¥867 million

(1) Capital:	¥0
(2) Capital Reserve:	Amount separately prescribed by Central pursuant to Article 39 of the Ordinance on Accounting of Companies
(3) Retained Earnings Reserve:	¥0

	Central: Coca-Cola Central Japan Co., Ltd. 2-2-1, Minatomirai, Nishi-Ku, Yokohama-shi, Kanagawa Michael Coombs, Representative Director President


	MIKUNI: Mikuni Coca-Cola Bottling Co., Ltd. 180, Kano, Okegawa-shi, Saitama Motoyoshi Shiina, Representative Director President

	Central: Coca-Cola Central Japan Co., Ltd. 2-2-1, Minatomirai, Nishi-Ku, Yokohama-shi, Kanagawa Michael Coombs, Representative Director President


	TOKYO: Tokyo Coca-Cola Bottling Co., Ltd. 1-2-3, Shibaura, Minato-ku, Tokyo Keiji Takanashi, Representative Director and Chairman

	Central: Coca-Cola Central Japan Co., Ltd. 2-2-1, Minatomirai, Nishi-Ku, Yokohama-shi, Kanagawa Michael Coombs, Representative Director President


	TONE: TONE Coca-Cola Bottling Co., Ltd. 310, Nakane, Noda-shi, Chiba Dan Nistor, Representative Director and President

(1)	Capital	¥100,000,000
(2)	Capital reserve	¥25,000,000
(3)	Retained earnings reserve	¥0

	2-2-1, Minatomirai, Nishi-ku, Yokohama, Kanagawa
	Coca-Cola Central Japan Co., Ltd.
	Michael Coombs, Representative Director President

			(Unit: millions of yen)
Items	FY 2009 (9th Term)	FY 2010 (10th Term)	FY 2011 (11th Term)	FY 2012 (Current Term)
Net Sales	193,595	194,834	193,081	193,794
Ordinary Income	2,175	4,823	3,861	3,713
Net Income	964	2,149	1,309	1,630
Net Income per Share	21.76	48.74	29.68	36.95
Total Assets	108,516	111,675	114,719	112,785
Net Assets	86,868	87,444	87,231	87,461

Name of Company	Capital (MM yen)	Investment ratio (%)	Major businesses
Central Japan Logistics Co., Ltd.	50	100	Delivery of soft drinks, etc.
Central Japan Techno Service Co., Ltd.	100	100	Maintenance and repair of sales equipments
FV Central Co., Ltd.	10	100	Sales of beverage products by vending machines, etc.
Coca-Cola Central Japan Products Co., Ltd.	100	100	Manufacturing and processing of soft drinks

Number of Employees	vs. PY	Average Age	Average Years of Employment
1,540	-38	41.2	16.6

Name of Shareholders	No. of shares		Shareholding Ratio
	Shares		%
EUROPEAN REFRESHMENTS		12,223,600		27.69
THE COCA COLA EXPORT CO.		2,250,500		5.09
MITSUBISHI HEAVY INDUSTRIES, LTD.		2,047,425		4.63
TOYO SEIKAN KAISHA, LTD.		1,878,545		4.25
DEUTSCHE MORGAN GRENFELL (C.I) LIMITED GENERAL CLIENT ACCOUNT		1,373,628		3.11
Japan Trustee Services Bank, Ltd.(Trust Account)		1,062,900		2.40
Bank of New Youk GCM Client Account JPRD ISG		910,300		2.06
The Master Trust Bank of Japan, Ltd. Retirement Benefit Trust (Meijiya Account)		908,200		2.05
AKITAYA, LTD.		653,125		1.47
Credit Suisse Luxembourg SA on behalf of Clients		600,000		1.35

Issuance (Date of Resolution)	Position & Number	Class and Number of Shares for　Share Options	Number of Share Options	Paid-in Amount for Share Options	Price of Assets Invested at Exercise of Rights	Exercise Term of Share Options
1st Share Options (Stock-based compensation stock options) (March 27, 2009)	3 Directors	4,500 common shares	45 share options	114,400 yen per share option	1 yen per share	May 12, 2009 to May 11, 2029
2nd Share Options (Stock-based compensation stock options) (March 30, 2010)	3 Directors	6,300 common shares	63 share options	111,400 yen per share option	1 yen per share	May 11, 2010 to May 10, 2030
3rd Share Options (Stock-based compensation stock options) (March 29, 2011)	3 Directors	6,800 common shares	68 share options	101,000 yen per share option	1 yen per share	May 10, 2011 to May 9, 2031
4th Share Options (Stock-based compensation stock options) (March 28, 2012)	4 Directors	13,300 common shares	133 share options	91,800 yen per share option	1 yen per share	May 10, 2012 to May 9, 2032

Position	Name	Area of Responsibility and Other Important Positions
Representative Director & President	Michael Coombs	Group COO. of Transformation Group
Director & Managing Corporate Officer	Akimune Ozaki	Grp. COO of Corporate Administration Grp. Internal Control in-charge
Director & Managing Corporate Officer	Yukio Narai	Grp. COO of Sales and Marketing Grp.
Director & Corporate Officer	Kazuhiro Nonoyama	Executive GM of Chubu Regional Office GM of Chukyo Area Sales & Marketing Div. and GM of General Affairs & Administration Dept. Chubu Regional Office
Director	Irial Finan	Executive VP & President Bottling Investments Group, The Coca-Cola Company
Director	Haruhiko Inagaki	Representative Director & President Hokuriku Coca-Cola Bottling Co., Ltd. Outside Director, Fushiki Kairiku Unso Co.,Ltd.
Director	Hidekazu Asakura	Representative Director & President Mitsubishi Heavy Industries Food & Packing Machinery CO, LTD.
Senior Corporate Auditor	Toshiyuki Arakawa
Senior Corporate Auditor	Yoshio Kondo
Corporate Auditor	Kenichi Sano	Vice President in charge of Legal Affairs Coca-Cola (Japan) Company, Ltd.
Corporate Auditor	Haraomi Kondo	Vice President of Operation Finance Coca-Cola (Japan) Company, Ltd.

Position	Name	Area of Responsibility and Other Important Positions
Representative Director and President	Michael Coombs	Grp. COO. of Transformation Grp.
Director Managing Corporate Officer	Akimune Ozaki	Grp. COO. of Corporate Administration Grp. Internal Control in-charge
Director Managing Corporate Officer	Yukio Narai	Grp.COO. of Sales & Marketing Grp.
Director Corporate Officer	Kazuhiro Nonoyama	Executive GM of Chubu Regional Office GM of Chukyo Area Sales & Marketing Div. and GM of General Affairs & Administration Dept. Chubu Regional Office
Director	Irial Finan	Executive VP & President Bottling Investments Group, The Coca-Cola Company
Director	Haruhiko Inagaki	Representative Director & President Hokuriku Coca-Cola Bottling Co., Ltd. Outside Director, Fushiki Kairiku Unso Co.,Ltd.
Director	Hidakazu Asakura	Representative Director & President Mitsubishi Heavy Industries Food & Packing Machinery CO, LTD.
Senior Corporate Auditor	Toshiyuki Arakawa
Senior Corporate Auditor	Yoshio Kondo
Corporate Auditor	Kenichi Sano	Vice President in charge of Legal Affairs Coca-Cola (Japan) Company, Ltd.
Corporate Auditor	Haraomi Kondo	Vice President of President’s Office Coca-Cola (Japan) Company, Ltd.
Corporate Officer	Masaru Kamata	Assistant to Grp. COO of Sales & Marketing Grp.
Corporate Officer	Seiji Hashimoto	GM of Personnel Dept.
Corporate Officer	Yutaka Chikamoto	GM of OTC Sales Dept. Mgr. of CS Account Dept., Chukyo Area Sales & Marketing Div.
Corporate Officer	Masaaki Yamada	GM of Fuji Area Sales & Marketing Div.
Corporate Officer	Yasuyuki Mori	GM of VS Sales Dept., Fuji Area Sales & Marketing Div.
Corporate Officer	Yoshiyuki Saito	GM of Sales & Marketing Planning Div.
Corporate Officer	Yutaka Sugita	GM of Accounting Dept.
Corporate Officer	Takashi Atsumi	GM of Corporate Planning Dept.
Corporate Officer	Noriyuki Chiyoda	GM of System Transformation Office
Corporate Officer	Kannan Sethuraman	GM of Business Transformation Office
Corporate Officer	Naruhiko Kawamoto	Deputy Grp. COO. of Corporate Administration Grp. GM of General Affairs Dept.
Corporate Officer	Yohei Yasumi	GM of Central Transformation Office

Position	Name	Other Important Positions
Director	Irial Finan	Executive VP & President Bottling Investments Group, The Coca-Cola Company
Director	Haruhiko Inagaki	Representative Director & President Hokuriku Coca-Cola Bottling Co., Ltd. Outside Director, Fushiki Kairiku Unso Co.,Ltd.
Director	Hidekazu Asakura	Representative Director & President Mitsubishi Heavy Industries Food & Packing Machinery CO, LTD.
Corporate Auditor	Kenichi Sano	Vice President in charge of Legal Affairs Coca-Cola (Japan) Company, Ltd.
Corporate Auditor	Haraomi Kondo	Vice President of Operation Finance Coca-Cola (Japan) Company, Ltd.

Position	Name	Major Activities
Director	Irial Finan	He has attended all the 8 Board of Directors Meetings held since taking office and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Director.
Director	Haruhiko Inagaki	He has attended 7 out of 8 Board of Directors Meetings held since taking office and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Director.
Director	Hidekazu Asakura	He has attended 7 out of 8 Board of Directors Meetings held since taking office and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Director.
Senior Corporate Auditor	Yoshio Kondo	He has attended all the 10 Board of Directors Meetings and all the 14 Board of Auditors Meetings held in FY 2012 and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Auditor.
Corporate Auditor	Kenichi Sano	He has attended 7 out of 8 Board of Directors Meetings and all the 11 Board of Auditors Meetings held since taking office and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Auditor.
Corporate Auditor	Haraomi Kondo	He has attended 7 out of 8 Board of Directors Meetings and all the 11 Board of Auditors Meetings held since taking office and given managerially useful advice for the Company based on his abundant experience and from neutral and objective viewpoints as an Outside Auditor.

a.	Remuneration for audits stipulated in Article 2-1 of Certified Public Accountants Act:	34 million yen

	Remuneration for businesses other than audits stipulated in Article 2-1 of Certified Public Accountants Act:	16 million yen

b.	Total of remuneration the Company and the subsidiaries shall pay and other property benefits:	50 million yen

Accounts	Amount			Accounts	Amount
(Assets)				(Liabilities)
Current assets		48,437		Current liabilities		20,062
Cash and deposits		6,017		Accounts payable-trade		7,676
Notes and accounts receivable-trade		13,652		Lease obligations		336
Short-term investment securities		16,000		accounts payable-other and accrued expenses		8,456
Merchandise and finished goods		6,593		Income taxes payable		1,308
Raw materials and supplies		495		accrued consumption taxes		359
Deferred tax assets		347		Provision for directors' bonuses		42
Short-term loans receivable		319		Other		1,882
Accounts receivable-other		3,610		Noncurrent liabilities		5,262
Other		1,407		Lease obligations		464
Allowance for doubtful		(6	)	Provision for retirement benefits		2,870
Noncurrent assets		64,347		Provision for directors' retirement benefits		59
Property, plant and equipment		53,233		Provision for environmental measures		85
Buildings and structures, net		14,164		Deferred tax liabilities		1,187
Machinery equipment And Vehicles		4,786		Other		595
Sale equipment, net		14,367		Total Liabilities		25,324
Tools, furniture and fixtures		417		(Net assets)
Land		18,681		Shareholders' equity		87,183
Lease assets		770		Capital stock		6,499
Construction in progress		45		Capital surplus		24,805
Intangible assets		1,499		Retained earnings		57,041
Other		1,499		Treasury stock		(1,163	)
Investments and other assets		9,614		Valuation and translation adjustments		233
Investment securities		1,658		Valuation difference on available-for-sale securities		233
Stocks of subsidiaries and affiliates		886		Subscription rights to shares		44
Long-term loans receivable		1,033
Prepaid pension cost		2,337
Deferred tax assets		714
Other		3,078
Allowance for doubtful accounts		(94	)	Total Net assets		87,461
Total Assets		112,785		Total Liabilities and net assets		112,785

Accounts	Amounts
Net sales				193,794
Cost of sales				117,167
Gross profit				76,626
Selling, general and administrative expenses				73,238
Operating income				3,387
Non-operating income
Interest income		40
Dividends income		37
Rent income		128
Equity in earnings of affiliates		87
Gain on sales of valuable wastes		114
Miscellaneous income		83		492
Non-operating expenses
Interest expenses		15
Rent expenses		50
Capital stock expenses		53
Miscellaneous loss		46		166
Ordinary income				3,713
Extraordinary income
Gain on sales of noncurrent assets		10
Gain on sales of investment securities		37		48
Extraordinary loss
Loss on sales and retirement of noncurrent assets		551
Impairment loss		6
Loss on sales of investment securities		17
Loss on valuation of investment securities		19
Loss on sales of Golf Club membership		2
Loss on valuation of Golf Club membership		0
Special retirement expenses		7
Loss on shared contribution resulting from abandonment of assets		150
Provision for environmental measures		7		763
Income before income taxes				2,998
Income taxes-current		1,848
Income taxes-deferred		(481	)	1,367
Income before minority interests				1,630
Net income				1,630

	Shareholders’ Equity														Valuation and Translation Adjustments
	Capital Stock		Capital Surplus			Retained Earnings			Treasury Stock			Total Shareholders Equity			Valuation Difference on Available-for-Sale Securities		Subscription Rights to Shares			Net Assets
Balance as of January 1st,2012		6,499		24,815			56,998			(1,209	)		87,104			69		58			87,231
Changes of items during the period
Dividends from surplus							(1,588	)					(1,588	)							(1,588	)
Net income							1,630						1,630								1,630
Purchase of treasury stock										(0	)		(0	)							(0	)
Disposal of treasury stock				(9	)					46			37								37
Net changes of items other than shareholders’ equity													–			164		(14	)		150
Total changes of items during the period		-		(9	)		42			46			79			164		(14	)		229
Balance as of December 31st 2012		6,499		24,805			57,041			(1,163	)		87,183			233		(44	)		87,461

	Start of Consolidated 2012	Consolidated 2012	Consolidated 2012	End of Consolidated 2012
	No. of Shares	Increase in shares	Decrease in shares	No. of Shares
No. of issued shares Common share	45,003,495 Shares	－	－	45,003,495 Shares
Total	45,003,495	－	－	45,003,495

Resolution	Type of Share	Total Dividends (Million yen)	Dividends per Share (yen)	Base Date	Effective Date
March 28, 2012
Annual Shareholders Meeting	Common share	793	18	December.31,2011	March 29, 2012
August 7, 2012
Board of Directors Meeting	Common share	794	18	June.30,2012	September 7, 2012

Resolution	Type of Share	Dividend Resource	Total dividends (million yen)		Dividends per Share (yen)		Base Date	Effective Date
March 28, 2013 Anuual Shareholders Meeting	Common share	Retained earnings	794		18		December 31,2012	March 29, 2013

	B/S Sheet Amount	Market Value	Variance
(1) Cash & Deposits	6,017	6,017	－
(2) Notes receivable & Accounts receivable-trade	13,652	13,652	－
(3) Securities	16,000	16,000	－
(4) Accounts receivable-other	3,610	3,610	－
(5) Investment account securities	1,425	1,425	－
Total Assets	40,705	40,705	－
(1) Account payable-trade	7,676	7,676	－
(2) Accounts payable-other & accrued expenses payable	8,456	8,456	－
(3) Income tax payable, etc.	1,308	1,308	－
Total Liabilities	17,441	17,441	－

1. Net asset per share	1,980.36 yen
2. Net income per share for the current year	36.95 yen

	Net income for the year	1,630 million yen
	Amount not belong to ordinary shareholders	－ million yen
	Net income for the current year for common shares	1,630 million yen
	Average number of shares for common shares during the term	44,134,021 shares