(Translation)
Securities code: 2579
November 5, 2008

NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
You are cordially invited to attend the Extraordinary General Meeting of Shareholders of
Coca-Cola West Holdings Company, Limited (the “Company”), which will be held as describedhereunder.
If you are unable to attend the meeting, you may exercise your voting rights either by writing orover the Internet. Please review the Reference Materials for Extraordinary General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., November 26 (Wednesday), 2008.
Sincerely yours,
Norio Sueyoshi
Representative Director & CEO
Coca-Cola West Holdings Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka, JapanMEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be proposed:
Proposal No. 1
Proposal No. 2

10:00 a.m., November 27 (Thursday), 2008
The Grand Ballroom (3F), Grand Hyatt Fukuoka
1-2-82 Sumiyoshi, Hakata-ku, Fukuoka, Japan

Approval for merger agreement
Partial amendments to Articles of Incorporation

Although the Company has usually held informal gatherings for shareholders after general meetings of shareholders,please be informed that in this occasion of the Extraordinary General Meeting of Shareholders, we do not intend to
hold such informal gathering.

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4. Guidance for the Exercise of Voting Rights:(1) Exercise of voting rights in writing
Please mark your approval or disapproval on the enclosed proxy voting form, and post it to
the Company by no later than 5:30 p.m., November 26 (Wednesday), 2008.
(2) Exercise of voting rights over the Internet
When exercising your voting rights over the Internet, please exercise them no later than
5:30 p.m., November 26 (Wednesday), 2008.
(3) Treatment of multiple votes(i)

If you exercise your voting rights in both writing and over the Internet, the vote overthe Internet shall be the one deemed to be effective.

(ii)

In the case of Internet voting, if you exercise your voting rights more than once, or
exercise such rights using both a computer and a cellular phone, the final vote castshall be the one deemed to be effective.

Notes:
1.

Attendees are requested to submit the proxy voting form to the reception desk when attending thisExtraordinary General Meeting of Shareholders.

2.

If we need to make any revision to the Reference Materials for Extraordinary General Meeting of
Shareholders, we will notify you through the Company’s website (http://www.ccwh.co.jp).

[This is a partial English translation prepared for the convenience of non-resident shareholders. Should
there be any inconsistency between the translation and the official Japanese text, the latter shall prevail.]-2-

Reference Materials for Extraordinary General Meeting of Shareholders
Proposals and Reference Materials
Proposal No. 1: Approval for merger agreement
1. Reasons for merger
The Company was inaugurated through the management integration of Coca-Cola West Japan
Company, Limited (“CCWJ”) and Kinki Coca-Cola Bottling Company, Limited (“Kinki
Coca-Cola”) in July 2006.
After its inauguration, the Company has further enhanced its collaboration with The
Coca-Cola Company and Coca-Cola (Japan) Company, Limited and strived to reinforce themanagement basis through the improvement of service quality and improve the efficiency of themechanism of operations by integrating the functions which had previously been carried out by
each area: the distribution function into Coca-Cola West Logistics Co., Ltd., the production
function into Coca-Cola West Products Co., Ltd. and the equipment service function into
Coca-Cola West Equipment Service Co., Ltd., respectively.
However, with the management environment surrounding the Coca-Cola West Group (the“Company group”) getting harsher, the Company judged that to realize more effect of the
management integration and continue to increase corporate value, it needs to further pushforward with the reinforcement of the management basis and marketing capability and the
reduction of administrative cost. Based on this judgment, we decided to merge with CCWJ, asubsidiary that takes on the sales function, Kinki Coca-Cola and Mikasa Coca-Cola BottlingCompany, Limited (“Mikasa Coca-Cola”), effective of January 1, 2009, and concluded a merger
agreement with the three companies on October 29, 2008, as described in “2. Outline of merger
agreement.”
We would like our shareholders to support the purport mentioned above and approve thismerger agreement.

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2. Outline of merger agreement
Merger Agreement (Copy)
Coca-Cola West Holdings Company, Limited, the head office of which is located at 7-9-66
Hakozaki, Higashi-ku, Fukuoka, Japan (“CCWH”), Coca-Cola West Japan Company, Limited,the head office of which is located at 7-9-66 Hakozaki, Higashi-ku, Fukuoka, Japan (“CCWJ”),
Kinki Coca-Cola Bottling Company, Limited, the head office of which is located at 7-9-31
Senrioka, Settsu-shi, Osaka, Japan (“Kinki Coca-Cola”) and Mikasa Coca-Cola BottlingCompany, Limited, the head office of which is located at 643, Kabata-cho, Tenri-shi, Nara,
Japan (“Mikasa Coca-Cola”), enter into this merger agreement as follows (“this Agreement”).
Article 1

Method of Merger

CCWH, CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola will merge in an absorption-typemerger, whereby CCWH will survive and CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola will
dissolve (the “Merger”).
Article 2

Amendment to Articles of Incorporation upon Merger

Upon the Merger, CCWH shall call for a resolution on the amendment in its Articles ofIncorporation regarding the trade name and the purpose of CCWH on the Effective Date definedin Article 3 at the Shareholders’ Meeting for Approval of Merger set out in Article 6.1.
Before Amendment
Article 1

Trade Name

The name of the Company is Coca-Cola West Holdings Kabushiki Kaisha, which isindicated in English as Coca-Cola West Holdings Company, Limited.
Article 2

PurposeThe purpose of the Company is to control or manage business activities of anothercompany conducting business outlined as follows by holding shares or interests in that company,or to conduct the following business:
Supplementary Provision

The trade name of the Company was originally acquired

through the Trade Name License Agreement dated July 1, 2006, between the Company and The
Coca-Cola Company, a corporation headquartered at 1 Coca-Cola Plaza NW, Atlanta, Georgia,-4-

U.S.A., and the Company may use “コカ・コーラ” (koka-kora) and “Coca-Cola,” which aretrademarks of The Coca-Cola Company, as part of its trade name so long as the term of use
under the agreement continues to be in effect, and on the condition that if The Coca-Cola
Company disallows further use of the trademark the Company shall immediately cease the use
thereof.
After Amendment
Article 1

Company Name

The name of the Company is Coca-Cola West Kabushiki Kaisha, which is indicated in
English as Coca-Cola West Company, Limited.
Article 2

PurposeThe purpose of the Company is to conduct the following business:
Supplementary Provision

The trade name of the Company was originally acquired

through the Trade Name License Agreement dated January 1, 2009, between The Coca-Cola
Company, a corporation headquartered at 1 Coca-Cola Plaza NW, Atlanta, Georgia, U.S.A., andthe Company may use “コカ・コーラ” (koka-kora) and “Coca-Cola,” which are trademarks of
The Coca-Cola Company, as part of its trade name so long as the term of use under theagreement continues to be in effect, and on the condition that if The Coca-Cola Company
disallows further use of the trademark the Company shall immediately cease use thereof.
Article 3

Effective Date of Merger

The date on which the Merger becomes effective will be January 1, 2009 (the “Effective Date”);
provided, however, the Effective Date may be changed upon mutual consultation between
CCWH, CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola if necessary due to the progress of theprocedures for the Merger or for other reasons.
Article 4

Delivery of Cash or Other Consideration

Upon the Merger, CCWH shall not deliver cash or other consideration including CCWH’s
shares.
Article 5

Matters Regarding the Amount of Capital and Capital Reserve

The amount of capital and capital reserve of CCWH will not be increased upon the Merger.
Article 6

Approval of the General Meeting of Shareholders

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1.

CCWH shall convene an extraordinary general meeting of shareholders on November
27, 2008 (the “Shareholders’ Meeting for Approval of Merger”) and call for
resolutions on the approval of this Agreement and matters required for the merger.
However, this process of shareholder’s approval may be changed upon mutual
consultation between CCWH, CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola ifnecessary due to the progress of the procedures of the Merger or for other reasons.

2.

CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola shall call for a resolution at each of
their general meetings of shareholders (or shall obtain the consent of all theshareholders which is deemed to be the resolution at the general meeting ofshareholders as provided for in Article 319.1 of the Companies Act) before November
27, 2008 which is needed for the Merger.

However, this process of shareholder’sapproval may be changed upon mutual consultation between CCWH, CCWJ, Kinki
Coca-Cola and Mikasa Coca-Cola if necessary due to the progress of the proceduresof the Merger or for other reasons.
Article 7

Succession of Rights and Obligations

CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola shall transfer to CCWH their respective assets,
liabilities and any other rights and obligations on the Effective Date, identifying them (i) by
their balance sheets as of June 30, 2008 and other calculations made on that same day and (ii)by attaching a separate statement of accounts regarding changes to their respective assets andliabilities during the period from June 30, 2008 and to the Effective Date, and CCWH shallassume them.
Article 8Treatment of Employees

On the Effective Date, CCWH shall employ all employees of CCWJ, Kinki Coca-Cola andMikasa Coca-Cola as employees of CCWH. The years of service of each employee at CCWJ,
Kinki Coca-Cola, and Mikasa Coca-Cola before the Effective Date will be added to the years ofservice of that employee at CCWH and CCWH, CCWJ, Kinki Coca-Cola and Mikasa
Coca-Cola shall determine other conditions for the employees upon mutual consultation.
Article 9

Duty of Care

CCWH, CCWJ, Kinki Coca-Cola, and Mikasa Coca-Cola shall execute their respective business,and manage and administer their property with the duty of care of a good manager during theperiod from the execution date of this Agreement to the Effective Date.

If a party intends tocarry out an act that might have a material effect on its property, rights or obligations, that party
shall hold mutual consultations with the other parties before carrying out the act.

-6-

Article 10 Retirement Benefits for Directors of CCWJ or Kinki Coca-Cola
Retirement benefits for the directors of CCWJ or Kinki Coca-Cola approved at a general
meeting of shareholders of the respective company before the execution date of this Agreementthat have not been paid by CCWJ or Kinki Coca-Cola by the day before the Effective Date will
be paid by CCWH on or after the Effective Date in accordance with the standards prescribed by
CCWJ or Kinki Coca-Cola.
Article 11

Dissolution Expenses

CCWH bears all expenses to be paid from the Effective Date for the dissolution of CCWJ,
Kinki Coca-Cola and Mikasa Coca-Cola.
Article 12 Changed Circumstances
For the period from the execution date of this Agreement to the Effective Date, if, due to anatural disaster or other such event, any material change occurs to CCWH, CCWJ, Kinki
Coca-Cola, or Mikasa Coca-Cola’s respective property or management conditions, CCWH,
CCWJ, Kinki Coca-Cola, and Mikasa Coca-Cola may, upon mutual consultation, amend theterms and conditions of the Merger or terminate this Agreement.
Article 13 Validity of Agreement
This Agreement will be void if the resolution at the Shareholders’ Meeting for Approval of
Merger set out in Article 6.1 is not obtained or if the consent of the relevant authorities cannot
be obtained.
Article 14 Consultation
Any matters required for the Merger other than those stipulated in this Agreement will be
determined upon mutual consultation between CCWH, CCWJ, Kinki Coca-Cola and Mikasa
Coca-Cola in accordance with the objectives of this Agreement.

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In witness to this Agreement, CCWH, CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola havecaused this Agreement to be signed and sealed in quadruplicate and each party shall retain one
copy.
October 29, 2008
CCWH:

Coca-Cola West Holdings Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka, Japan
Norio Sueyoshi [seal]
Representative Director & CEO

CCWJ:

Coca-Cola West Japan Company, Limited
7-9-66 Hakozaki, Higashi-ku, Fukuoka, Japan
Tadatsugu Harada [seal]
Representative Director & President

Kinki Coca-Cola:

Kinki Coca-Cola Bottling Company, Limited
7-9-31 Senrioka, Settsu-shi, Osaka, Japan
Tamio Yoshimatsu [seal]
Representative Director & President

Mikasa Coca-Cola:

Mikasa Coca-Cola Bottling Company, Limited
643, Kabata-cho, Tenri-shi, Nara, Japan
Hiroyoshi Miyaki[seal]

Representative Director & President-8-

3. Outline of details stipulated in Article 191 of the Companies Act Enforcement
Regulations(1) Matters concerning the reasonableness of the absence of provisions about matters listed in
Article 749, Paragraph 1, Items 2 and 3 of the Companies Act
Since all the dissolved entities – CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola – arewholly owned subsidiary of the Company, we will not allocate money, etc. to shareholdersof the dissolved entities attendant upon this merger.
(2) Details of financial statements of the dissolved entities for the final fiscal year
Financial statements of CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola for the final fiscal
year are as described in and after the following pages (from page 10 through page 59).
(3) Events that significantly affect the status of corporate assets, which occurred after the end of
the final fiscal year of the companies concerned with the merger
The Company acquired treasury stock as follows, in accordance with resolutions made by
the Board of Directors at meetings held respectively on February 7, 2008, April 24, 2008
and August 4, 2008.
(i)

Type of shares acquired:

Common stock of the Company(ii)

Acquisition period:

February 8, 2008 – March 24, 2008
April 25, 2008 – June 30, 2008
August 5, 2008 – September 30, 2008(iii) Total number of shares acquired:

4,865,900(iv) Total of acquisition value of shares:

11,766,733,500 yen(v)

Purchase made on the Tokyo Stock Exchange

Acquisition method:

The Company also decided at a meeting of the Board of Directors held on October 29, 2008,
to purchase treasury stock as follows:(i)Type of shares to be acquired:

Common stock of the Company(ii)

Acquisition period:

October 30, 2008 – December 31, 2008(iii) Total number of shares to be acquired: 1,300,000 (upper limit)(iv) Total of acquisition value of shares:

3,250,000,000 yen (upper limit)

There are no relevant matters concerning CCWJ, Kinki Coca-Cola and Mikasa Coca-Cola.

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<Financial statements etc. of Coca-Cola West Japan Company, Limited for the final fiscal year>

Business Report(From January 1, 2007 to December 31, 2007)
1. Current Status of CCWJ
(1) Operating progress and results
During the fiscal year ended December 31, 2007, the Japanese economy continued to
expand slowly, exemplified by increased capital investment, improved employment
situation and others, as corporate earnings increased continuously.

On the other hand,consumer spending remained almost unchanged due to slowdown in the growth of personal
income, coupled with rises in commodity prices resulting from skyrocketing crude oil prices
and confusion of the financial market originating in the subprime mortgage crisis.
In the soft drink industry, though the market grew thanks to a record-breaking summer
heat wave after the rainy season, the management environment surrounding soft drink
producers is getting harder because of intensified sales competition among soft drink
producers and sharp increases in prices of raw and other materials due to higher crude oil
prices.
In such a harsh management environment, CCWJ strived for the growth anddevelopment of the Company group as a whole through various activities, as a businesscompany specializing in the sales function in the Company group and by pulling the entire
area under its charge in accordance with the Company group organization management
system.
In response to the Company group’s medium-term management plan, dubbed “W’ing,”
CCWJ put up “reform toward Consumer View” as its medium-term management policy fora fiscal year from 2007 through 2009, and has worked on activities centering on threereforms – “reform of sales method,” “structural reform” and “reform of humanresources/corporate climate.”
In the “reform of sales method,” with our pivot leg particularly placed on theenhancement of existing outlets, it thoroughly carried out carefully meticulous sales
activities in accordance with respective segments such as channel, business category andaccount, not uniformly on a company-wide basis.

In the vending machine channel, it

pushed forward with the introduction of IT-based, cashless machines, aimed at further
predominance over competitors.
As for merchandise strategies, CCWJ did its utmost to expand sales and market share byproactively introducing new products and implementing various promotional activities,- 10 -

mainly for its four key brands – “Georgia,” “Coca-Cola,” “Sokenbicha” and “Aquarius” –and strategic brands – “Morino Mizu-dayori,” “Minaqua” and “Hajime.”
In the area of “structural reform,” CCWJ carried out various reforms of the earnings
structure, including review of transaction terms such as “commission” and “electricity
charge” to make the terms more corresponding to sales in the vending machine channel, in
addition to continued efforts to boost earnings in channels of low profitability such as
package mix in chain stores and improvement of money-losing outlets in food service.
With regard to “reform of human resources/corporate climate,” CCWJ endeavored tocreate a company where employees can work feeling their lives worth while byimplementing basic training in branch management and other matters for all executives tomaximize their ability to act onsite, and continuing to promote “time management,” which
is one of the most important management challenges and taking other measures.
As a result, for the fiscal year under review, CCWJ posted net sales of 162,813 million
yen (up 82.6% year on year), operating income of 7,367 million yen (up 102.5% year onyear), recurring profit of 7,390 million yen (up 100.3%) and net income of 4,104 million
yen (up 98.2%).
(2) Status of capital investment
During the fiscal year under review, CCWJ spent a total of 6,934 million yen on plants andequipment. The money was mainly spent as follows:a.

Acquisition of sales equipment, including vending machines and coolersb.

Establishment of new Fukuyama Higashi base(3) Status of fund procurement
No items to report(4) Status of assets and operating results
Category(Millions of yen)
1st term

2nd term(Fiscal year ended December 2006)(Fiscal year ended December 2007)

Net sales

89,142

162,813

Operating income

3,638

7,367

Recurring profit

3,688

7,390

Net income

2,071

4,104

Total assets

79,956

81,233

Net assets

65,44666,427(5) Issues to be dealt withAs the soft drink market has matured and is not expected to grow significantly, the- 11 -

management environment surrounding the Company group is projected to get harsher fromnow on mainly due to aggravation of profitability resulting from a shift to channels with low
profit margins and the industrial restructuring through business alliances and mergers andacquisitions (M&A) by soft drink producers, aimed at survival. The situation is expected
to become harder because of sluggish stock prices and steep rises in raw materials, crude oiland other items.
Under such circumstances, CCWJ will strive to realize growth that overwhelmingly
exceeds growth of competitors and establish a firm earnings basis by thoroughly
implementing and enhancing its efforts for the medium-term management policy – “reform
toward Consumer View” – and “three reforms” and also carrying out management underwhich all group companies in the area working in a body.
In merchandise strategies, CCWJ will continue to focus on the four major brands
regarding them as the top priority items and improve their brand value, while it willthoroughly enhance such efforts toward the expansion of sales and earnings.

With regard

to “Georgia,” which is the pillar of its earnings, in particular, it will endeavor to recover thesales, which tend to decline, by revitalizing the coffee market through reinforced activities
throughout the year.
CCWJ will devote all its energies to the creation of a company that is trusted by all
stakeholders, including customers, business partners and employees.
(6) Principal business
The principal business of CCWJ is sales of Coca-Cola and other beverages.
(7) Status of principal offices and employeesa.

Location of the head office
7-9-66 Hakozaki, Higashi-ku, Fukuokab.

Sales bases
Three prefectures in north Kyushu (Fukuoka Prefecture, Saga Prefecture and Nagasaki
Prefecture) and five prefectures in the Chugoku region (Hiroshima Prefecture,
Okayama Prefecture, Yamaguchi Prefecture, Shimane Prefecture and Tottori
Prefecture)c.

Status of employees

Number of employees
1,656Year-on-year changes

Average age

Down 102

40.4

Average years of service
1.4

Note: The number of employees indicates the number of working employees, and does not include 340 employees
seconded to other firms.

- 12 -

(8) Principal lenders and amount of loans
No items to report(9) Other significant matters concerning the current status of CCWJ
No items to report
2. Matters Related to Officers
Name, position/responsibility, representation for other companies, etc.
Position
Representative

Name

Responsibility or main occupation

Tadatsugu Harada

President of CCWJ; Director of Coca-Cola West Holdings

Director

Company, Limited

Director

Koichi Morii

Vice President of CCWJ; Director of Coca-Cola West Holdings
Company, Limited

Director

Norio Sueyoshi

Representative Director & CEO of Coca-Cola West Holdings
Company, Limited

Corporate Auditor

Tomoji Ohata

Notes: Changes during the fiscal year under review:(1) Director Tadatsugu Harada was elected as Representative Director at a meeting of the Board of Directors
held on February 7, 2007, and took office on March 1, 2007.
(2) Tomoji Ohata was newly elected as Corporate Auditor at the Ordinary General Meeting of Shareholders
held on March 23, 2007, and took office.

3. Matters Related to Shareholdersa. Number of shareholder:1b. Shareholder
Name of shareholder

Number of shares held

Coca-Cola West Holdings Company, Limited

Ratio of voting rights
1- 13 -

100.0%

Non-consolidated Balance Sheet
As of December 31, 2007
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade notes receivable
Trade accounts receivable
Merchandise
Supplies
Prepaid expenses
Deferred tax assets
Accrued income
Deposits paid
Other current assets
Allowance for doubtful accounts
Total Current Assets

3,062
39
8,305
4,644
63
1,659
334
2,518
6,825
31
(49)
27,433Fixed Assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, instruments and fixtures
Sales equipment
Land
Construction in progress
Total property, plant and equipment

7,069
815
176
1,310
565
12,08518,02732
40,083

Intangible assets
Software
Other intangible assets
Total intangible assets

882
30
912

Investments and other assets
Long-term prepaid expenses
Prepaid annuity expense
Other assets
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

950
11,707171(25)
12,80353,799Total Assets

81,233- 14 -

Non-consolidated Balance Sheet
As of December 31, 2007
Millions of yen
LIABILITIESCurrent Liabilities
Trade accounts payable
Other accounts payable
Accrued expenses
Accrued income taxes
Money entrusted
Total Current Liabilities

1,108
5,430
608
2,184
1,312
10,644Long-term Liabilities
Deferred tax liabilities
Allowance for employees’ retirement benefits
Other long-term liabilities
Total Long-term Liabilities

3,618
478
65
4,161

Total Liabilities

14,805NET ASSETS
Shareholders’ equity
Common stock
Additional paid-in capital
Capital reserve
Total additional paid-in capital
Retained earnings
Other retained earnings
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Total shareholders’ equity

100
63,27563,275

3,052
3,052
3,052
66,427

Total Net Assets
Total Liabilities and Net Assets

66,427
81,233

Note: Amounts less than one million yen are omitted.

- 15 -

Non-consolidated Statement of Income
For the fiscal year ended December 31, 2007
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

162,81392,574
70,23962,871
7,367

Non-operating income:Interest received
Other non-operating income
Non-operating income

22
353
376

Non-operating expenses:
Interest expenses
Other expenses
Non-operating expenses
Recurring profit

3
350
353
7,390

Extraordinary losses:
Expenses for measures for earthquakes
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income

136
136
7,253
3,052
97
4,104

Note: Amounts less than one million yen are omitted.

- 16 -

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2007
(Millions of yen)
Shareholders’ equity
Additional
paid-in capital

Retained earnings
Other retained
earnings

Common stock
Capital reserve

Balance as of Dec. 31, 2006

Retained earnings
to be carriedforwardTotal
shareholders’equityTotal net assets

100

63,2752,071

65,44665,446

Dividends of retained
earnings--(3,123)(3,123)(3,123)

Net income

-

-

4,104

4,104

4,104

Total changes during this
term

-

-

981

981

981

Balance as of Dec. 31, 2007

100

63,275

3,052

66,42766,427

Changes during this term

Note: Amounts less than one million yen are omitted.

- 17 -

Notes to Non-consolidated Financial Statements(From January 1, 2007 to December 31, 2007)
1.

Notes to Significant Accounting Policies(1)Standards and methods for valuation of assetsa.

Inventories(a)MerchandiseStated at lower of cost or market based on the periodic average method(b)Supplies
Stated at lower of cost or market based on the moving average method(2) Depreciation or amortization methods for fixed assetsa.

Property, plant and equipment(a)

Sales equipment
The straight-line method is used. The useful life range is mainly 5-6 years.

(b)

Assets other than sales equipment
The declining-balance method is used. The useful life range is as follows:
Buildings:

3 – 50 years

Vehicles:4 – 6 years(Changes in accounting policy)
Though depreciation of sales equipment was previously calculated using thedeclining-balance method, the method was changed to the straight-line method effectivefrom the fiscal year under review.
As the environment of the sales equipment installation business has been changing inrecent years as seen in the increase in the number of indoor installations and other aspects, it
examined more appropriate methods of allocating expenses, and, as a result, determined thatthe allocation of expenses based on the straight-line method more appropriately reflects
actual conditions in light of the correspondence relation to earnings produced by theseassets. Consequently, the change to the straight-line method was effectuated.
Following the revision of the Corporate Tax Law, the Company changed the depreciation
method of property, plant and equipment except for buildings (excluding building fixtures)acquired on or after April 1, 2007 to a method based on the revised Corporate Tax Law,effective from the fiscal year under review.
As a result of these changes, operating income, recurring profit and income before
income taxes for the fiscal year under review respectively increased 370 million yen
compared with figures obtained using the previous method.

- 18 -

b.

Intangible assets
The straight-line method is used.

Software for internal use is amortized using thestraight-line method over an estimated useful life of 5 years.
(3) Standards for reporting allowancesa.

Allowance for doubtful accounts
In order to prepare for losses from doubtful trade accounts receivables and loans, theestimated uncollectible amount is recorded as an allowance after reviewing theindividual collectibility of certain doubtful accounts based on the historical rate ofdefault for general receivables.

b.

Allowance for retirement benefits
In order to prepare for the payment of employees’ retirement benefits, the amountdeemed payable at fiscal year end is recorded as an allowance based on the projectedamount of retirement benefit obligations and related pension assets at fiscal year end.
Actuarial differences are charged to expenses in proportional amounts from thefollowing fiscal year for each amount, respectively, using the straight-line method
over a fixed number of years (10 years) within the average remaining employee
service period as incurred in each fiscal year.

(4) Accounting method of lease transactions
Finance lease transactions other than those that deem the ownership of the leased properties
as transferred to the lessees are accounted for based on the accounting method used inordinary lease transaction.
(5) Accounting of consumption taxes
Consumption tax is excluded.
2. Notes to Non-Consolidated Balance Sheet(1) Accumulated depreciation
Accumulated deprecation of property, plant and equipment:

64,305 million yen(2) Accounting method of bills due on the last day of the fiscal year under review
Bills due on the last day of the fiscal year under review are deemed to have been settled on
the bill clearing date.

Since the last day of the fiscal year under review was a bank holiday,

bills due on the last day of the fiscal year are included in the balance at the end of the term
as follows:- 19 -

Trade notes receivable

22 million yen

3. Notes to Non-Consolidated Statement of Changes in Shareholders’ Equity(1) Matters related to the type and total number of issued and outstanding shares
Increase in the number of

Decrease in the number ofshares during the year

shares during the year

ended December 31, 2007

ended December 31, 2007

SharesSharesSharesSharesCommon stock

1

-

-

1

Total

1

-

-

1

Number of shares as ofDecember 31, 2006

Number of issued

Number of shares as ofDecember 31, 2007

and outstanding
shares(2) Matters related to dividendsa.

Amount of dividends paid

Resolution

Type of stock

Ordinary General
Meeting of Shareholders

Common stock

held on March 23, 2007

Total amountof dividends
2,071 million
yen

Dividend per share

2,071,330,186 yen

Base date

Effective
date

December 31,

March 24,

2006

2007

Extraordinary General
Meeting of Shareholders
held on September 14,

Common stock

1,052 million
yen

1,052,029,000 yen

June 30, 2007

September
20, 20072007b.

Among dividends whose base dates are in the fiscal year ended December 31, 2007,
those whose effective dates are in the following fiscal year:

Resolution

Type of stock

Total amountof dividends

Dividend per share

Base date

Effective
date

Ordinary General
Meeting of
Shareholders held on

Common stock

2,231 million
yen

February 26, 2008

- 20 -

2,231,544,000 yen

December 31,

February 27,

2007

2008

4. Notes to Deferred Tax Accounting
Breakdown of deferred tax assets and deferred tax liabilities by main cause(Million yen)
Deferred tax assets
Depreciation expenses

1,249

Allowance for employees’ retirement benefits

199

Accrued business taxes

188

Other

105

Total deferred tax assets

1,743

Deferred tax liabilities
Reserve for advanced depreciation(143)

Prepaid annuity expense(4,883)

Total deferred tax liabilities(5,027)

Net deferred tax liabilities(3,283)- 21 -

Corporate Auditor’s Report (originally issued in Japanese)

Audit Report
I, the Corporate Auditor, have audited the execution of duties by Directors in the 2nd fiscal year fromJanuary 1, 2007 to December 31, 2007 and report the methods and results as follows:1.

Auditing methods and details

I have maintained good communications with Directors, Internal Audit Division and other employees, aswell as Corporate Auditors and others of the parent company; strived to collect information and improve
the audit environment; attended important meetings; received from Directors and employees reports on
the execution of their duties and asked for explanations as necessary; reviewed the documents pertaining
to important decisions; and studied business and financial conditions at the head office and principal
offices.

Based on the methods mentioned above, I have examined the business reports for the said fiscal

year.
In addition, I have studied the accounting records and other related documents, and examined
non-consolidated financial statements and their supporting schedules for the said fiscal year.

2.

Results of audit(1) Results of audit on the business reports, etc.
(i)

The business reports are found to accurately present the CCWJ’s status in conformity withlaws and regulations and the Articles of Incorporation.

(ii)

With regard to the execution of duties by Directors, no fraudulent act or material evidence of aviolation of laws and regulations or the Articles of Incorporation is found to exist.

(2) Results of audit on non-consolidated financial statements and their supporting schedules
The non-consolidated financial statements and their supporting schedules are found to be proper withrespect to all the significant aspects, including CCWJ’s financial position and the results of operation.

February 1, 2008
Tomoji Ohata[seal]

Corporate Auditor
Coca-Cola West Japan Company, Limited- 22 -

<Financial statements etc. of Kinki Coca-Cola Bottling Company, Limited for the final fiscal
year>

Business Report(From January 1, 2007 to December 31, 2007)
1. Current Status of Kinki Coca-Cola(1) Operating progress and results
During the fiscal year under review, the Japanese economy remained on a recovery track
thanks to the recovery of consumer spending and increases in capital investment following
the improvement of corporate earnings.

However, the pace slowed in the latter half of theyear due to fluctuations in the financial capital market resulting from the subprime mortgage
crisis and further rises in crude oil prices.
In the soft drink industry, the market remained robust because of a sweltering summer
and the heat of late summer. However, the management environment continues to be harsh,squeezing corporate earnings, since the market environment got harsher mainly due todeclines in sales prices following intensified competition with competitors.
In such a situation, during the fiscal year under review, which is the first year of themedium-term management plan of the Company group, called “W’ing,” Kinki Coca-Cola
focused on business activities on a company-wide basis in order to achieve target profits,based on the management policies – “expansion of market share in the Kansai market
through the establishment of a strong sales system” and “reinforcement of the management
basis by reform of the earnings structure” – and by acknowledging anew that the basis of allactivities is CSR management.
With regard to sales, Kinki Coca-Cola strived to boost sales by launching sales
promotional campaigns to enhance brand name, including “the Coke side of life
Campaign,” “Aquarius Challenge Promotion” and “Georgia Mission,” and releasing suchnew products as “Coca-Cola zero,” “No Calorie Coca-Cola” and “Ayataka Josencha.”Also, it further strengthened the sales basis by promoting category management incooperation with business partners, and reinforced quality management in the market, aimed
at providing safer products. Meanwhile, as part of its activities to contribute to local
communities, Kinki Coca-Cola supported the IAAF World Championships in Athletics
Osaka 2007, presented unicycles to elementary schools and conducted other activities tosupport sports.

It also continued to create Coca-Cola fans through the “Magical Ecola

Factory Tour” at the Kyoto Factory and supporting regional events and other activities.
In the area of management control, Kinki Coca-Cola endeavored to spread the- 23 -

“Coca-Cola West Group Conduct Code” and the “Coca-Cola West Environmental Basic
Principles and Action Guideline,” with a view to becoming a corporate group trusted bysociety. In addition, it made efforts to reduce expenses by slashing inventories for vending
machines and raising commercialization ratio, and disposed of the buildings and equipmentof the Akashi Factory and the Kyoto Factory and shares it had held in Mikasa Coca-Cola, aproduction function company and a distribution function company by transferring them to
the Company for the improvement of management efficiency of the Company group andreduction of total assets in Kinki Coca-Cola itself.
As a result of these activities, the sales volume increased 3.6% form the previous year.
Net sales stood at 143,806 million yen (down 7.5% year on year), partly because there wereno sales to other bottling companies and no sales of consigned production and distribution
due to changes in the business model.

However, net sales actually increased 1.5% from ayear earlier after adjustment of the changes. Kinki Coca-Cola posted recurring profit of
3,120 million yen (up 17.8% year on year) and net income of 1,353 million yen (up 10.8%
year on year), both of which were higher than year earlier levels.
(2) Status of capital investment
During the fiscal year under review, Kinki Coca-Cola spent a total of 5,174 million yen on
plants and equipment. The money was mainly spent as follows:a.

Sales equipment, including vending machinesb.

Replacement of equipment in the Kyoto Factory and the Akashi Factoryc.

Information-related equipment(3) Status of fund procurement
Though Kinki Coca-Cola had repeated short-term borrowings and repayment to ensure
operating funds until the first quarter of the fiscal year under review, it had got noshort-term loans since April thanks to a stable fund position.

Of the long-term debt of

4,000 million yen that it held at the end of the previous fiscal year, 2,000 million yen was
repaid by its equity capital. Consequently, the balance of long-term debt (due within oneyear) decreased to 2,000 million yen.

- 24 -

(4) Status of assets and operating results
Category(Millions of yen)

46th term

47th term

48th term

49th term(Fiscal year ended(Fiscal year ended(Fiscal year ended(Fiscal year ended

December 2004)

December 2005)

December 2006)

December 2007)

Net sales

170,932

158,338

155,503

143,806

Operating income

5,683

3,674

1,997

2,348

Recurring profit

6,140

4,530

2,647

3,120

Net income

2,301

2,774

1,221

1,353

Total assets

106,803

101,647

99,42790,415

Net assets

72,18773,96073,51472,781(5) Issues to be dealt withThe Japanese economy is expected to remain in an adjustment phase.

Under suchcircumstances, coupled with intensification of competition between companies, the softdrink industry is projected to continue to face a harsh management environment. To
realize the “W’ing” medium-term management plan of the Company group, Kinki
Coca-Cola will aim at “group management from the consumer/business partner view,”“making work more worthwhile and rewarding for employees,” “doing common things
thoroughly” and “activation of organization and personnel affairs,” with all employees.

Itwill also strive to boost earnings and create corporate value by pushing forward with efforts
specializing in “management of the freshness of merchandise.”(6) Basic policies on the establishment of internal control system
Kinki Coca-Cola decided basic policies on the establishment of an internal control system at
its Board of Directors’ meeting held on June 9, 2006. The basic idea of the policies is toimplement management with thorough compliance in a bid to achieve long-term,
continuous increases in profits through daily sound corporate activities.
(7) Principal business
The principal business of Kinki Coca-Cola is sales of Coca-Cola and other beverages.

(8) Status of principal offices/factories and employeesa.

Location of the head office
7-9-31 Senrioka, Settsu-shi, Osakab.

Principal production bases
Hyogo Prefecture: Akashi Factory; Kyoto Prefecture: Kyoto Factory- 25 -

Note: The buildings and equipment of the factories mentioned above were transferred to the Company
as of December 31, 2007.

c.

Principal sales bases
Osaka Prefecture:

23 branches, including Regular Service Senrioka Branch

Hyogo Prefecture: 15 branches, including Regular Service Amagasaki Branch
Kyoto Prefecture:

9 branches, including Regular Service Rakunan Branch
Total 47 branchesd.

Status of employees

Number of employees

Year-on-year changes

870

Average age

25

Average years of service

43.4

22.7

Note: The number of employees does not include 447 employees seconded to other firms.

(9) Principal lenders and amount of loans
LenderBalance at the end of term

Syndicated loan

2,000 million yen

Note: The syndicated loan was extended by a ten-member syndicated loan consortium, including the Bank ofTokyo-Mitsubishi, Ltd. and Sumitomo Mitsui Banking Corporation, as of December 19, 2003.
The corporate name of the Bank of Tokyo-Mitsubishi, Ltd. was changed to the Bank of Tokyo-Mitsubishi UFJ,
Ltd. following the merger of the bank with UFJ Bank Limited on January 1, 2006.

(10) Other significant matters concerning the current status of Kinki Coca-Cola
No items to report- 26 -

2. Matters Related to Officers
Name, position/responsibility, representation for other companies, etc.
Position
Representative

Responsibility in Kinki Coca-Cola and representation for otherNamecompanies, etc.

Tamio Yoshimatsu

Concurrently serving as Director and Group Senior Corporate

Shigeki Ota

Concurrently servings as General Manager of the Administration

Director & President
Director and Senior

Officer of Coca-Cola West Holdings Company, Limited

Corporate Officer

Dept. of Kinki Coca-Cola and Director and Group Senior Corporate
Officer of Coca-Cola West Holdings Company, Limited

Director and Senior

Taijiro Naniwa

Concurrently serving as General Manager of the Sales Dept. of

Corporate Officer

Kinki Coca-Cola and Group Senior Corporate Officer of Coca-Cola
West Holdings Company, Limited

Corporate Auditor

Tadamasa

Concurrently serving as Corporate Auditor of Nesco Co., Ltd.,

Amitsuka

Kadiac Co., Ltd., Mikasa Coca-Cola, Mikasa Beverage Service Co.,
Ltd. and Mikasa Service Co., Ltd.

Notes: Changes during the fiscal year under review:(1) Representative Director, President and Corporate Officer Masakazu Morito retired from his office andbecame Director as of February 28, 2007.
(2) Senior Managing Director and Executive Corporate Officer Tamio Yoshimatsu took office as
Representative Director & President on March 1, 2007.
(3) Tadamasa Amitsuka was newly elected as Corporate Auditor at the 48th Ordinary General Meeting of
Shareholders, held on March 23, 2007, and took office.
(4) Director Masakazu Morito retired from his office and Full-time Corporate Auditor Toshio Takesue
resigned at the end of the 48th Ordinary General Meeting of Shareholders, held on March 23, 2007.

3. Matters Related to Shareholdersa. Number of shareholder:1b. Shareholder
Name of shareholder

Number of shares held

Coca-Cola West Holdings Company, Limited

62,591,049

4. Matters Related to Accounting Auditors
Name of accounting auditor
KPMG AZSA & Co.

- 27 -

Ratio of voting rights
100.0%

Non-consolidated Balance Sheet
As of December 31, 2007
Millions of yen
ASSETS
Current Assets
Cash and deposits
Trade notes receivable
Trade accounts receivable
Merchandise
Supplies
Prepaid expenses
Short-term loans receivable
Deposits paid
Accrued income
Deferred tax assets
Other current assets
Allowance for doubtful accounts
Total Current Assets

3,015
24
8,304
3,589
29
1,715
5
8,000
16,941
1,050
32
(26)
42,681

Fixed Assets
Property, plant and equipment
Buildings and accompanying facilities
Structures
Machinery and equipment
Tools, instruments and fixtures
Sales equipment
Land
Total property, plant and equipment

5,629
693
445
602
12,015
17,42036,808Intangible assets
SoftwareRight of using facilities
Goodwill
Total intangible assets

1,935
2
42
1,980

Investments and other assets
Investment securities
Investments in stocks of affiliates
Long-tern loans
Long-term loans to employees
Claims probable in bankruptcy, claims probable inrehabilitation and other
Long-term prepaid expenses
Guarantee deposits
Deferred tax assets
Other assets
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

1,019
892
2,403
597
(295)
8,944
47,734

Total Assets

90,415- 28 -

2,735
1,381
98
14
96

Non-consolidated Balance Sheet
As of December 31, 2007
Millions of yen
LIABILITIESCurrent Liabilities
Trade accounts payable
Long-term debt due within one year
Other accounts payable
Accrued income taxes
Accrued consumption taxes
Accrued expenses
Money entrusted
Other current liabilities
Total Current Liabilities

1,685
2,000
5,997
25
1,046
412
1,293
12
12,473Long-term Liabilities
Allowance for employees’ retirement benefits
Long-term accounts payable
Other long-term liabilities
Total Long-term Liabilities

1,826
3,059
274
5,159

Total Liabilities

17,633

NET ASSETS
Shareholders’ equity
Common stock
Additional paid-in capital
Capital reserve
Other additional paid-in capital
Total additional paid-in capital
Retained earnings
Legal reserve
Other retained earnings
Reserve for dividends
Reserve for advanced depreciation of fixed assets
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Total shareholders’ equity
Valuation and translation adjustments
Net unrealized gains on other marketable securities
Total valuation and translation adjustments

100
10,04010,84820,888
1,618
428
794
47,1001,493
51,43572,423357
357

Total Net Assets
Total Liabilities and Net Assets

72,781
90,415

Note: Amounts less than one million yen are omitted.

- 29 -

Non-consolidated Statement of Income
For the fiscal year ended December 31, 2007
Millions of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

143,806
82,694
61,112
58,763
2,348

Non-operating income:Interest received
Dividend received
Rent income of real estate
Miscellaneous income
Non-operating income

54
665
2,481
190
3,391

Non-operating expenses:
Interest expenses
Cost of real estate rent
Loss on disposal of fixed assets
Miscellaneous expenses
Non-operating expenses
Recurring profit

49
2,162
318
90
2,619
3,120

Extraordinary income:
Gains on sale of investment securities
Reversal of allowance for doubtful accounts
Gains on sale of fixed assets
Gains on revision to gains (losses) in the previous fiscal year
Extraordinary income
Extraordinary losses:
Loss on disposal and sale of fixed assets
Appraisal losses for golf membership
Expenses for measures against fall of vending machines
Transfer of allowance for doubtful accounts
Loss on valuation of investment securities
Loss on sale of affiliates stocks
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income
Note: Amounts less than one million yen are omitted.

- 30 -

91
23
74
382
571

775
2
367
43
4
519
1,712
1,979
22
603
1,353

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2007
(Millions of yen)
Shareholders’ equity
Additional paid-in capital

Retained earnings
Other retained earnings

Commonstock

Balance as of Dec. 31, 2006

100

Capitalreserve

10,040

Other
additional
paid-in
capitalTotal
additional
paid-in
capitalLegalreserve

10,84820,888

1,618

Reserve for

specialforpreparationaccount for

reduction

for dividends

reduction inin fixed

fixed assets

assets

700

87

Total
retainedearnings

Total
shareholders’equity1,616

51,917

72,906(1,564)(1,836)(1,836)

87

-

-

1,353

1,353

1,353

Retained

Reserve

Reserve for

earnings

Generalto bereservecarriedforward794

47,100Changes during this term
Dividends of retained
earnings(271)

Reversal of reserve for
reduction(87)

Net income
Changes in items other thanshareholders’ equity during
this term, net
Total changes during this
term

-

-

-

-

-

(271)

(87)

-

-

(122)

(482)

(482)

Balance as of Dec. 31, 2007

100

10,04010,84820,888

1,618

428

-

794

47,1001,493

51,43572,423

Valuation and translation adjustments

Balance as of Dec. 31, 2006

Net unrealized gains
on other marketablesecurities

Total valuation andtranslation
adjustments

608

608

Total net assets

73,514

Changes during this term
Dividends of retained
earnings(1,836)

Reversal of reserve for
reduction-

Net income

1,353

Changes in items other thanshareholders’ equity during
this term, net

(250)

(250)

(250)

Total changes during this
term

(250)

(250)

(733)

Balance as of Dec. 31, 2007

357

357

72,781

Note: Amounts less than one million yen are omitted.

- 31 -

Notes to Non-consolidated Financial Statements(From January 1, 2007 to December 31, 2007)
1.

Notes to Significant Accounting Policies(1)Standards and methods for valuation of assets(i)Securitiesa.

Bonds to be held to maturity: Stated at amortized costb.

Investments in subsidiaries and affiliates: Stated at the cost method based on themoving average methodc.

Other securities:
With fair market value: Stated at fair market value based on the quoted market price asof the fiscal year end (The related valuation differences are directly charged or
credited to the shareholders’ equity and the cost of securities sold is computed by themoving average method.)
Without fair market value: Stated at cost based on the moving average method(ii)

Derivatives
Stated at fair market value(iii) Inventoriesa.

MerchandiseStated at lower of cost or market based on the periodic average methodb.

Supplies
Stated at lower of cost or market based on the monthly moving average method.
Some supplies are stated at cost based on the last purchase cost method.

(2) Depreciation or amortization methods for fixed assets(i)

Property, plant and equipmenta.

Sales equipment
The straight-line method is used. The useful life is mainly 5 years.

b.

Those other than sales equipment
The declining-balance method is used. The useful life range is mainly as follows:
Buildings and accompanying facilities:3 – 50 years(ii)

Structures:

3 – 60 years

Machinery and equipment:

2 – 17 years

Tools, instruments and fixtures:

2 – 20 years

Intangible assets
The straight-line method is used. The useful lives are as follows:- 32 -

Software:

5 years

Right of using facilities

15 years

Goodwill:

5 years(iii) Long-term prepaid expenses
The expenses are amortized according to durations.
(3) Standards for reporting allowancesa.

Allowance for doubtful accounts
In order to prepare for losses from doubtful trade accounts receivables, the estimateduncollectible amount is recorded as an allowance after reviewing the individualcollectibility of certain doubtful accounts based on the historical rate of default for
general receivables.

b.

Allowance for retirement benefits
In order to prepare for the payment of employees’ retirement benefits, the amountdeemed payable at fiscal year end is recorded as an allowance based on the projectedamount of retirement benefit obligations and related pension assets at fiscal year end.
Actuarial differences are charged to expenses in proportional amounts from thefollowing fiscal year for each amount, respectively, using the straight-line method
over a fixed number of years (15 years) within the average remaining employee
service period as incurred in each fiscal year.

(4) Accounting method of lease transactions
Finance lease transactions other than those that deem the ownership of the leased
properties as transferred to the lessees are accounted for based on the accounting
method used in ordinary lease transaction.
(5) Method of hedge accounting(i)

Method of hedge accounting
Exceptional treatment is adopted to interest rate swaps, since requirements for
exceptional treatment are satisfied.

(ii)

Hedging instruments and hedged itemsa.

Hedging instrument: Interest rate swapsb.

Hedged item: Interest on debt(iii) Hedging policy
Kinki Coca-Cola uses interest rate swaps to hedge the fluctuation risk of interest rates
on debt. Hedged items are identified by individual contracts.

- 33 -

(iv) Assessment of hedging effectiveness
Assessment of hedging effectiveness on the settlement date is omitted, sincerequirements for exceptional treatment of interest rate swaps are satisfied.
(6) Changes in accounting policy(Depreciation of buildings)
Though depreciation of buildings (excluding building fixtures) was previously calculatedusing the straight-line method, Kinki Coca-Cola changed the depreciation method to thedeclining-balance method effective from the fiscal year under review to unify accounting
methods with those of its parent company, Coca-Cola West Holdings Company, Limited. As
a result of this change, operating income decreased 167 million yen and recurring profit andincome before income taxes respectively declined 328 million yen compared with thefigures obtained using the previous method.
(Depreciation of sales equipment)
Though depreciation of sales equipment was previously calculated using thedeclining-balance method, the method was changed to the straight-line method effectivefrom the fiscal year under review.

As the asset scale of sales equipment, which is highly

important in business, increased in the Company group following the management
integration and the installation environment of sales equipment has been changing in recent
years, including an increase in the number of sales equipment installed indoors, weconsidered more appropriate methods of allocating expenses, and determined that theallocation of expenses based on the straight-line method more appropriately reflects actual
conditions in light of the correspondence relation to earnings produced by the these assets.
Consequently, the change to the straight-line method was effectuated.

As a result of thischange, operating income increased 66 million yen and recurring profit and income before
income taxes respectively grew by the same amount compared with the figures obtainedusing the previous method.
(Depreciation of assets other than buildings (excluding building fixtures) and sales
equipment)
Following the revision of the Corporate Tax Law ((Ordinance for Partial Amendment of the
Income Tax Law, etc.: March 30, 2007, Law No. 6) and (Ordinance for Partial Amendmentof the Corporate Tax Law: March 30, 2007, Law No. 83)), Kinki Coca-Cola changed thedepreciation method of assets acquired on or after April 1, 2007 to a method based on therevised Corporate Tax Law. The impact of this change on profit and loss is insignificant.

- 34 -

(7) Consumption taxes
Consumption tax is excluded.
2. Notes to Non-Consolidated Balance Sheet(1) Accumulated depreciation(Million yen)

Accumulated deprecation of property, plant and equipment:

61,294(2) Monetary receivables and payables with respect to affiliated companies
Monetary receivables

25,155

Monetary payables

3,212(3) Amounts less than one million yen are omitted.
3. Notes to Non-consolidated Statement of Income(1) Transactions with affiliated companies(Million yen)Sales

10,078Amount of goods purchased

93,764

Selling, general and administrative expenses

14,862Other

19,192(2) Amounts less than one million yen are omitted.

- 35 -

4. Notes to Non-consolidated Statement of Changes in Shareholders’ Equity(1) Matters related to the type and total number of issued and outstanding shares and the typeand number of shares of treasury stocks
Increase in the number of

Decrease in the number ofshares during the year

shares during the year

ended December 31, 2007

ended December 31, 2007

Thousand shares

Thousand shares

Thousand shares

Thousand shares

Common stock

62,591--62,591

Total

62,591--62,591

Number of shares as ofDecember 31, 2006

Number of issued

Number of shares as ofDecember 31, 2007

and outstanding
shares(2) Matters related to dividendsa.

Amount of dividends paid
Resolution

Type of

Total amount

Dividend
per share

stockof dividends

Ordinary General Meeting ofCommon1,564 million

Shareholders held on March 23, 2007

stock

yen

Common

218 million

stock

yen

Extraordinary General Meeting ofCommon53 million

Shareholders held on October 25, 2007

stock

yen

Extraordinary General Meeting of
Shareholders held on September 14,
2007

b.

25 yen3.49 yen

0.85 yen

Base date

Effective
date

December 31,

March 26,

2006

2007

June 30, 2007

September
20, 2007

September 30,

November

2007

20, 2007Among dividends whose base dates are in the fiscal year ended December 31, 2007,
those whose effective dates are in the following fiscal year:
Resolution

Type of

Total amount

Dividend

stock

of dividends

per share

Ordinary General Meeting ofCommon10,327

Shareholders held on February 29, 2008stock

million yen(3) Amounts less than one million yen are omitted.

- 36 -

165 yenBase date

Effective
date

December 31,

March 3,

2007

2008

5.

Notes to Deferred Tax Accounting

Breakdown of deferred tax assets and deferred tax liabilities by main cause(Current assets)(Million yen)

Deferred tax assets
Losses carried forward

998

Other

51

Total deferred tax assets

1,050(Fixed assets)
Deferred tax assets
Excess of loss of allowance for retirement benefits

767

Excess of depreciation expenses

851

Amount not regarded as valuation loss on affiliates stocks

670

Amount not regarded as loss on golf membership

139

Accrued retirement benefits due to dissolution of welfare pension funds
Others1,260
287

Sub-total deferred tax assets

3,977

Allowance for evaluation losses(737)

Total deferred assets

3,239

Deferred tax liabilities
Reserve for reduction in fixed assets(576)

Net unrealized loss on other marketable securities(259)

Total deferred tax liabilities(836)

Net deferred tax liabilities

2,403

6.

Notes to Lease Transactions(Million yen)

(1) Acquisition cost356(2) Accumulated depreciation

213(3) Future lease payments obligation

147- 37 -

7.

Notes to Related Party Transactions(1) Parent company, etc.
Affiliation

Parentcompany

Company
nameCoca-Cola
West
Holdings
Company,
LimitedCapital orinvestments(Millions ofyen)

15,231

Description ofbusiness

Production
and sale ofCoca-Cola
and other softdrinks;managementof Group
companies,
etc.

Percentage
of votingrights orownership(%)

Direct:100

Relationship
Interlocking
directorate

Two
directors
concurrentl
y serving:
2

Businessrelation

Purchaseofbeverages,etc.

Transaction
description

Transaction
amount(Millions ofyen)

Account

Balanceat fiscal
year-end(Millionsof yen)Purchase of
products

73,911Tradeaccounts
payable

935

2,302

Accruedincome451

Accruedincome13,038

Lease of factories
and distribution
facilities
Sale of factories anddistribution facilities
Loss on sale
Sale of shares inaffiliated companies
Gain on sale
Loss on sale
Sale of investment
securities
Gain on sale
Deposit of funds by
CMS
Interest received

12,417
707
3,886
73
419
43

-

-

-

-

11
7,100
28

Deposits
Other
current
assets8,000
4Notes:
1.

Consumption taxes, etc. are not included in the transaction amount; they are included in the balance at the end of
the fiscal year.

2.

Transaction conditions and policy for determining transaction conditions-

Purchase of beverages, etc. by the Company is in accordance with the operating agreements concluded
between Coca-Coca bottlers nationwide and Coca-Cola National Beverage Co., Ltd.

-

Rents of factories and distribution facilities are determined with reference to market prices.
With regard to the sale of factories and distribution facilities, the transfer price is the book value calculatedby the declining-balance method since the time of acquisition.

-

As for the sale of affiliated stocks and investment securities, sale prices are decided based on current net
asset value per share.

-

Deposits are related to the cash management system that the Company provides to group companies.
transaction amount represents the net increase or decrease.
market interest rates.

- 38 -

Interest rates are determined referring toThe(2) Subsidiaries, etc.

Affiliation

Company
nameSubsidiary

KansaiBeverage
ServiceCo., Ltd.

Subsidiary

Kinki
Coca-Cola
Products
Co., Ltd.

Capitalorinvestm
ents(Millions ofyen)

Description ofbusiness

100

Operation ofvending
machines; sale ofsoft drinks; officecoffee service
business; andrepair of various
vending machines

100

Production of
Coca-Cola andother soft drinks

Percent
age ofvotingrights orownership (%)

Relationship
Descriptionoftransactions

Transaction
amount(Millionsof yen)Account

Balance at
fiscalyear-end(Millionsof yen)

8,439

Trade
accounts
payable1,004

Interlocking
directorate

Businessrelation

None

Sale ofbeverages,etc.
Managementof vending
machines,
etc.

Sale ofbeverages,
etc.

None

Purchase ofroastedcoffeeproducts

Sale ofshares inaffiliatedcompany
Loss onsale

Direct:100

Direct:
100

-

-

100

Notes:
1. Consumption taxes, etc. are not included in the transaction amount; they are included in the balance at the end of
the fiscal year.
2. Transaction conditions and policy for determining transaction conditions-

Sale prices of beverages, etc. to Kansai Beverage Service Co., Ltd. are determined based on purchase prices.
Sale of affiliated stocks to Kinki Coca-Cola Products Co., Ltd. was effectuated by the gratuitous transfer ofthe shares the Company held in Kinki Coca-Cola Products Co., Ltd. resulting from the restructuring of theGroup.

On January 1, 2008, Kinki Coca-Cola Products Co., Ltd. merged with Coca-Cola West Japan

Products Co., Ltd., which then changed its corporate name to Coca-Cola West Products Co., Ltd.

8. Notes to Per-share Information(1) Net assets per share

1,162.81 yen(2) Net income per share

21.63 yen

9. Notes to Significant Subsequent Events
No items to report- 39 -

Accounting Auditor’s Report (originally issued in Japanese)

Independent Auditor’s Report
January 30, 2008
Tamio Yoshimatsu,
Representative Director & President
Kinki Coca-Cola Bottling Company, Limited
KPMG AZSA & Co.
Tetsuzo Hamashima[seal]
Designated and Engagement Partner
Certified Public Accountant
Masafumi Tanabe[seal]
Designated and Engagement Partner
Certified Public Accountant
Yasuhiro Wada
[seal]
Designated and Engagement Partner
Certified Public Accountant
We have audited the financial statements, that is the balance sheet, the statement of income, thestatement of changes in shareholders’ equity, notes to non-consolidated financial statements and theirsupporting schedules of Kinki Coca-Cola Company, Limited (“Kinki Coca-Cola”) in the 49th fiscal year
from January 1, 2007 to December 31, 2007, in accordance with Article 436, Paragraph 2, Item 1 of theCompanies Act. The financial statements and their supporting schedules are the responsibility of the
management of Kinki Coca-Cola. Our responsibility is to express an opinion on the financial statements
and their supporting schedules based on our audit as independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those
auditing standards require us to obtain reasonable assurance about whether the financial statements andtheir supporting schedules are free of material misstatement. An audit is performed on a test basis, andincludes assessing the accounting principles used, the method of their application and estimates made bymanagement, as well as evaluating the overall presentation of the financial statements and theirsupporting schedules. We believe that our audit provides a reasonable basis for our opinion.
As a result of the audit, in our opinion, the financial statements and their supporting schedules
referred to above presents fairly in all the significant aspects the financial position and the results ofoperations for the period concerning the financial statements and their supporting schedules in conformity
with corporate auditing standards generally accepted in Japan.
Additional Information
1. As described in “1. (6) Changes in accounting policy” in Notes to Non-consolidated Financial
Statements, Kinki Coca-Cola has changed the method of depreciation of buildings (excluding
building fixtures) from the straight-line method to the declining-balance method effective from thefiscal year under review.
2. As described in “1. (6) Changes in accounting policy” in Notes to Non-consolidated Financial
Statements, Kinki Coca-Cola has changed the method of depreciation of sales equipment from thedeclining-balance method to the straight-line method effective from the fiscal year under review.
Our firm and engagement partners have no interest in Kinki Coca-Cola that should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.

- 40 -

Corporate Auditor’s Report (originally issued in Japanese)

Audit Report

I, the Corporate Auditor, have audited the execution of duties by Directors in the 49th fiscal year fromJanuary 1, 2007 to December 31, 2007 and report the methods and results as follows:1.

Auditing methods and details

I have maintained good communications with Directors and other employees as well as Corporate
Auditors and the Internal Audit Division of the parent company; strived to collect information andimprove the audit environment; attended the management meetings and other important meetings;
received from Directors and employees reports on the execution of their duties and asked for explanations
as necessary; reviewed the documents pertaining to important decisions; and studied business andfinancial conditions at the head office and principal offices.

Based on the methods mentioned above, I

have examined the business reports for the said fiscal year.
In addition, I have monitored and verified whether the accounting auditors maintained independency
and properly implemented audit, and received from the accounting auditors reports on the execution of
their duties and asked them for explanations as necessary.

In addition, I have received notice from theaccounting auditors that “systems for ensuring proper execution of duties” has been established inaccordance with the “Quality Control Standards for Audit” and other relevant standards, and asked themfor explanations as necessary.

Based on the methods mentioned above, I have examined

non-consolidated financial statements (balance sheet, statement of income, statement of changes inshareholders’ equity, etc. and notes to non-consolidated financial statements) and their supporting
schedules for the said fiscal year.
2.

Results of audit(1) Results of audit on the business reports, etc.
(i)

The business reports are found to accurately present the status of Kinki Coca-Cola inconformity with laws and regulations and the Articles of Incorporation.

(ii)

With regard to the execution of duties by Directors, no fraudulent act or material evidence of aviolation of laws and regulations or the Articles of Incorporation is found to exist.

(2) Results of audit on non-consolidated financial statements and their supporting schedules
The auditing methods and results of the Accounting Auditor of Kinki Coca-Cola, KPMG AZSA &Co., are found to be proper.
February 1, 2008
Tadamasa Amitsuka[seal]

Corporate Auditor
Kinki Coca-Cola Bottling Company, Limited- 41 -

<Financial statements etc. of Mikasa Coca-Cola Bottling Company, Limited for the final fiscal
year>

Business Report(From January 1, 2007 to December 31, 2007)
1. Current Status of Mikasa Coca-Cola(1) Operating progress and results
During the fiscal year under review, while capital investment continuously increased backed
by robust corporate earnings led by export, and the employment situation remained firm, thenumber of sources of anxiety grew, including the strong yen (weak dollar), sharp rises inprices of crude oil and other resources and steep declines in construction starts because of
the revision of the Building Standards Law.
In the soft drink industry, the market saw a year-on-year increase of 3% thanks to such
weather factors as a heat wave in the mid summer and the heat of late summer over a longterm and the efforts of soft drink producers to proactively introduce new products andreinforce existing products. However, the management environment of the beverage
market that has matured in recent years is getting harsher, as Japanese tea-based drinks,
which have been one of the driving forces of the market, cannot be expected to grow fasterthan before while competition between beverage producers is getting keener and there are apile of factors of cost increase, which squeeze earnings.
In such a business environment, in the first fiscal year under the “W’ing” medium-term
management plan of the Company group, Mikasa Coca-Cola proactively focused on theestablishment of predominance that overwhelms competitors, further promotion ofmanagement efficiency and improvement of business quality, aimed at strengthening of its
management basis.
In the area of sales, Mikasa Coca-Cola rejuvenated the soda category market, which had
been somewhat in doldrums, by carrying out Coca-Cola Group’s worldwide campaign “theCoke side of life” on a large scale and thereby succeeding in unearthing customers in theirteens, while winning male customers who are aware of need to lose weight by “Coca-Cola
zero,” released in June as a pillar of the three color strategy.

It also endeavored to improveavailability for the key brands – Georgia, Sokenbicha and Aquarius – by using celebrities incommercials of these brands and implementing sales promotions using applications via theInternet.
As for new products, it introduced four new items to the Sokenbicha brand for limited
seasons and boosted the drinking ratio among women in their 20s as well as aggressively- 42 -

unearthed new markets leveraging “Georgia Vintage Label” and “Ayataka,” a premium
green tea.
As part of locally-oriented, carefully thought-out sales activities, Mikasa Coca-Cola has
proactively promoted installation of regional support vending machines (a fixed portion of
their sales is used to contribute to local communities) and disaster-response vending
machines (capable of providing real-time disaster information and offering drinks free ofcharge when major disasters occur) in tie-ups with municipalities.
Working with Mikasa Beverage Service Co., Ltd., which is a sales function company,
Mikasa Coca-Cola has pushed forward with market development and improvement ofefficiency through integration of management operations.
Mikasa Coca-Cola transferred the buildings, production facilities, etc. of the Shiga
Factory to the Company as of the end of December 2007 to engage in business activities as
a company specializing in sales both in name and reality, starting from January 2008.
As for supply and demand, Mikasa Coca-Cola had previously worked in cooperation
with the Company. However, after having considered a proper structure of supply anddemand operations based on a new business model, it decided to conduct supply anddemand activities in collaboration with Kinki Coca-Cola from January 2008 to proceed withmore timely supply of products and proper management of inventories.
With regard to logistics, Mikasa Coca-Cola has considered transfer of the sales anddistribution business from Coca-Cola West Logistics Co., Ltd. in January 2008, whiletransferring the Shiga Logistics Center to the Company as of the end of December in thesame way as transfer of production facilities.
In management, Mikasa Coca-Cola has worked on the improvement of business quality
on a company-wide basis and produced fruits: reduction of inventories and slashing of tradeaccounts receivable and claims in arrears.

However, some challenges remain to beaddressed, including product quality assurance (reduction of matters pointed out by
customers) and reduction of cash discrepancies on income from full service vending
machines.
Also, Mikasa Coca-Cola acquired land in Shiga Prefecture, aimed at higher efficiency
and rationalization of operations and improvement of the workplace environment, andfinished preparations for the construction of building toward the establishment of a newbase in January 2008.
Mikasa Coca-Cola also did its utmost to raise motivation of employees by carrying out
an event in October to commemorate the 45th anniversary from its founding.
As a result of these activities, net sales for the fiscal year under review stood at 26,514
million yen (down 2.3% from a year earlier), marking a year-on-year decrease mainly due to- 43 -

a change in the business model, while operating income amounted to 353 million yen (up292 million yen year on year) and recurring profit was 409 million yen (up 292 million yen
year on year), with net income standing at 936 million yen (up 744 million yen).
Net sales by business category are: 6,257 million yen (up 0.1% year on year) fromcarbonated drinks and 20,207 million yen (down 0.9% year on year) from non-carbonateddrinks in the beverage business; and 49 million yen (down 90.4% year on year) in otherbusinesses since there were no sales in other companies and no revenues from processing
business because of a change in the business model.
(2) Status of capital investment
During the fiscal year under review, Mikasa Coca-Cola spent a total of 1,557 million yen on
plants and equipment. The money was mainly spent to fund construction of buildings in
the new Shiga base (506 million yen); to purchase sales equipment (855 million yen) andvehicles (103 million yen).
(3) Status of fund procurement
No items to report(4) Status of assets and operating results
Category(Millions of yen)

43rd term

44th term

45th term

46th term(Fiscal year ended(Fiscal year ended(Fiscal year ended(Fiscal year ended

December 2004)

December 2005)

December 2006)

December 2007)

Net sales

32,292

27,96527,14926,514

Operating income

422

293

60

353

Recurring profit

463

341

116

409

Net income

376

184

192

936

Total assets

14,142

13,308

13,794

13,542

Net assets

8,984

9,139

9,196

9,889

(5) Issues to be dealt with
It will likely remain to be seen what will happen in the future, as higher crude oil prices will
adversely affect the economy as a whole, while uncertainty over the future of the economy
is growing as exemplified by sluggish stock markets mainly due to the slowdown of the U.S.
economy originating in the subprime mortgage crisis and the prolonged pension issue inJapan. The management environment of the soft drink industry is projected to get harsher
because of keen competition between companies and advance in corporate restructuring, as
the market is not expected to grow sharply unless otherwise affected by weather factors.

- 44 -

Under such circumstances, as a business corporation of the Company group, Mikasa
Coca-Cola will provide products and services that satisfy customers and business partners in
the three prefectures in its territory – Shiga, Nara and Wakayama Prefecture – by regarding“transfer to the Consumer View” as the greatest challenge.

Thus, it will aim to conduct

regionally-oriented sales activities, boost earnings and increase corporate value by
expanding sales volume, net sales, profit and market share.
It is also determined to thoroughly improve business quality, reinforce the management
basis and create mechanism/corporate climate that helps employees grow and find theirwork worth doing.
(6) Principal business
The principal business of Mikasa Coca-Cola is sales of soft drinks and other foodstuffs,
with the three prefectures of Shiga, Nara and Wakayama as its sales region.
(7) Status of principal offices/factories and employeesa.

Location of the head office
643 Kabata-cho, Tenri-shi, Narab.

Principal sales bases and distribution bases
Shiga Prefecture:

Chain Store Shiga Branch, Nagahama Branch, Hikone
Branch, Otsu Branch, Konan Branch and Kosai Branch

Nara Prefecture:

Chain Store Nara Branch, Nara Branch, Tenri Branch, Chuwa
Branch and Tenri Distribution Center

Wakayama Prefecture: Chain Store Wakayama Branch, Uchita Branch,
Wakayama-minami Branch, Yura Branch, Kinan Branch andWakayama Logistics Center
Total: 15 branches and 2 centersc.

Status of employees

Number of employees

Year-on-year changes

Average age

Average years of service

270

Up 2

42.6

19.4

Note: The number of employees does not include 193 employees seconded to other firms, temporary employees andpart-time workers.

(8) Principal lenders and amount of loans
No items to report(9) Other significant matters concerning the current status of Mikasa Coca-Cola
No items to report- 45 -

2. Matters Related to Officers
Name, position/responsibility, representation for other companies, etc.
Position

Name

Representative Director &Takeaki Sueyasu

Responsibility or main occupation

President
Director

Noriyasu

Senior General Manager of Sales Dept. and General Manager

Yabumotoof Nara Sales Dept.

Director

Nobuji Kihara

In charge of administrative division and CSR

Corporate Auditor

Tadamasa

Corporate Auditor of Kinki Coca-ColaAmitsuka
Notes: Changes during the fiscal year under review:(1) Yukio Tanaka, Norio Sueyoshi and Masakazu Morito retired from their offices as Director at the end of
the 45th Ordinary General Meeting of Shareholders held on March 23, 2007.
(2) Tadamasa Amitsuka was newly elected as Corporate Auditor at the 45th Ordinary General Meeting of
Shareholders held on March 23, 2007, and took office.
(3) Hisao Nishimoto retired from his office as Corporate Auditor at the end of the 45th Ordinary General
Meeting of Shareholders held on March 23, 2007.
(4) Tadatsugu Harada and Tamio Yoshimatsu retired from their offices as Corporate Auditor as of March 23,
2007.
(5) Takeaki Sueyasu retired from his office as Representative Director as of December 31, 2007.
(6) Hiroyoshi Miyaki newly took office as Director and Representative Director as of January 1, 2008 in
accordance with the approval of the Extraordinary General Meeting of Shareholders dated December 5,
2007.

3. Matters Related to Shareholdersa. Number of shareholder:1b. Shareholder
Name of shareholder
Coca-Cola West Holdings Company, Limited

Number of shares held
17,643 thousand- 46 -

Ratio of voting rights
100.0%

Non-consolidated Balance Sheet
As of December 31, 2007
Thousands of yen
ASSETS
Current Assets
Cash and deposits
Trade notes receivable
Trade accounts receivable
Merchandise
Supplies
Prepaid expenses
Deferred tax assets
Accrued income
Deposit paid in affiliates
Other current assets
Allowance for doubtful accounts
Total Current Assets

531,024
15,1771,911,495
894,401
1,817
233,661
54,7201,887,787
1,223,650
2,621(20,938)
6,735,419

Fixed Assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesSales equipment
Tools, instruments and fixtures
Land
Construction in progress
Total property, plant and equipment

676,708
74,261
40,085
194,403
1,484,063
55,4872,156,394
506,942
5,188,347

Intangible assets
SoftwareTotal intangible assets

464,819464,819

Investments and other assets
Investment securities
Investments in stocks of affiliates
Long-tern loans
Long-term prepaid expenses
Deferred tax assets
Other assets
Allowance for investment loss
Allowance for doubtful accounts
Total investments and other assets
Total Fixed Assets

50,449190,000
6,601
109,654862,099
44,857(90,000)(19,934)
1,153,728
6,806,896

Total Assets

13,542,316- 47 -

Non-consolidated Balance Sheet
As of December 31, 2007
Thousands of yen
LIABILITIESCurrent Liabilities
Trade accounts payable
Other accounts payable
Accrued expenses
Accrued income taxes
Accrued consumption taxes
Other current liabilities
Total Current Liabilities

552,342
1,098,436
107,244
14,343
118,484
174,995
2,065,847

Long-term Liabilities
Allowance for employees’ and retirement benefits
Long-term accounts payable
Other long-term liabilities
Total Long-term Liabilities

1,543,608
21,66021,5501,586,818

Total Liabilities

3,652,666

NET ASSETS
Shareholders’ equity
Common stock
Additional paid-in capital
Capital reserve
Other additional paid-in capital
Gains on decrease in capital
Total other additional paid-in capital
Total additional paid-in capital
Retained earnings
Legal reserve
Other retained earnings
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Total shareholders’ equity
Valuation and translation adjustments
Net unrealized gains on other marketable securities
Total valuation and translation adjustments
Total Net Assets
Total Liabilities and Net Assets

100,000
4,108,458
4,059,956
4,059,956
8,168,415
400,117140,000
1,075,247
1,215,247
1,615,365
9,883,780
5,869
5,869
9,889,649
13,542,316

Note: Amounts less than one thousand yen are omitted.

- 48 -

Non-consolidated Statement of Income
For the fiscal year ended December 31, 2007
Thousands of yen
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income

26,514,807
15,669,847
10,844,960
10,491,787
353,173

Non-operating income:Interest and dividend received
Other non-operating income
Non-operating income

39,83175,667
115,498

Non-operating expenses:
Interest expenses
Other expenses
Non-operating expenses
Recurring profit

1,357
58,24859,606
409,065

Extraordinary income:
Gains on reversal of allowance for doubtful accounts
Gains on sale of investment securities
Extraordinary income

2,068
8,266
10,334Extraordinary losses:
Loss on disposal of fixed assets
Impairment loss
Expenses for measures against fall of vending machines
Expenses for removal and disposal of assets
Loss on valuation of investment securities
Extraordinary losses
Income before income taxes
Corporate, inhabitant and business taxes
Income taxes
Net income

5,107
123,332
95,77737,80099
262,117
157,283
10,000(789,575)
936,858

Note: Amounts less than one thousand yen are omitted.

- 49 -

Non-consolidated Statement of Changes in Shareholders’ Equity
For the fiscal year ended December 31, 2007
(Thousands of yen)
Shareholders’ equity
Additional paid-in capital

Retained earnings
Other retained earnings

CommonOther

Capitalstock

additional

reserve

paid-in capital

Total additional

Legalpaid-in capitalreserve

Total

Total
Retained
Generalearnings toreservebe carriedshareholders’retained

equityearnings

forwardBalance as of Dec. 31, 2006

100,000

4,108,458

4,059,956

8,168,415

400,117140,000

382,464922,582

9,190,997

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(244,075)(244,075)(244,075)

-

-

-

-

-

-

936,858

936,858

936,858

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

692,783

692,783

692,783

100,000

4,108,458

4,059,956

8,168,415

400,117140,000

1,075,247

1,615,365

9,883,780

Changes during this term
Reserve from appropriationof retained earnings
Dividends of retained
earnings
Net income
Changes in items other thanshareholders’ equity during
this term
Total changes during thisterm
Balance as of Dec. 31, 2007

Valuation and translation
adjustments

Total net assets

Net unrealized gains on othermarketable securities
Balance as of Dec. 31, 2006

5,641

9,196,638---(244,075)-

936,858

227

227

227

693,010

5,869

9,889,649

Changes during this term
Reserve from appropriationof retained earnings
Dividends of retained
earnings
Net income
Changes in items other thanshareholders’ equity during
this term
Total changes during thisterm
Balance as of Dec. 31, 2007

Note: Amounts less than one thousand yen are omitted.

- 50 -

Notes to Non-consolidated Financial Statements(From January 1, 2007 to December 31, 2007)

1.

Notes to Significant Accounting Policies(1) Standards and methods for valuation of assets(i)Securities
Investment in subsidiaries: Stated at the cost method based on the moving averagemethodOther securities:
With fair market value: Stated at fair market value based on the quoted market price asof the fiscal year end (The related valuation differences are directly charged or
credited to the shareholders’ equity and the cost of securities sold is computed by themoving average method)
Without fair market value: Stated at cost based on the moving average method(ii)

Inventories
Merchandise: Stated at lower of cost or market based on the periodic average method
Supplies: Stated at lower of cost or market based on the moving average method(2) Depreciation or amortization methods for fixed assets(i)

Property, plant and equipment(a)

Sales equipment
The straight-line method is used. The useful life is 5 years.

(b)

Other than sales equipment
The declining-balance method is used. The useful life range is as follows:
Buildings:

15 – 38 years

Machinery and equipment:

10 – 12 years(Changes in accounting policy)
Though depreciation of sales equipment was previously calculated using thedeclining-balance method, the method was changed to the straight-line method
effective from the fiscal year under review.
As the asset scale of sales equipment, which is highly important in business,increased and the installation environment of sales equipment has been changing inrecent years, including an increase in the number of sales equipment installed indoors,
it considered more appropriate methods of allocating expenses, and determined thatthe allocation of expenses based on the straight-line method more appropriately- 51 -

reflects actual conditions in light of the correspondence relation to earnings producedby the said assets.

Consequently, the change to the straight-line method was

effectuated.
Following the revision of the Corporate Tax Law, the Mikasa Coca-Cola changed
the depreciation method of property, plant and equipment except for buildings(excluding building fixtures) acquired on or after April 1, 2007 to a method based on
the revised Corporate Tax Law, effective from the fiscal year under review.
As a result of these changes, operating income, recurring income and income before
income taxes for the fiscal year under review respectively decreased 28,293 thousand
yen compared with the figures obtained using the previous method.
(ii)

Intangible assets
The straight-line method is used. The estimated useful life of software is as follows:
Software: 5 years(iii) Long-term prepaid expenses
The straight-line method is used.
(3) Standards for reporting allowancesa.

Allowance for doubtful accounts
In order to prepare for losses from doubtful trade accounts receivables and loans, theestimated uncollectible amount is recorded as an allowance after reviewing theindividual collectibility of certain doubtful accounts based on the historical rate ofdefault for general receivables.

b.

Allowance for retirement benefits
In order to prepare for the payment of employees’ retirement benefits, the amountdeemed payable at fiscal year end is recorded as an allowance based on the projectedamount of retirement benefit obligations and related pension assets at fiscal year end.
Actuarial differences are charged to expenses in proportional amounts from thefollowing fiscal year for each amount, respectively, using the straight-line method
over a fixed number of years (10 years) within the average remaining employee
service period as incurred in each fiscal year.

(4) Accounting method of lease transactions
Finance lease transactions other than those that deem the ownership of the leased properties
as transferred to the lessees are accounted for based on the accounting method used inordinary lease transaction.

- 52 -

(5) Accounting of consumption taxes
Consumption tax and local consumption tax are excluded.
2. Notes to Non-Consolidated Balance Sheets(1) Accumulated depreciation(Thousand yen)

Accumulated deprecation of property, plant and equipment:

8,863,026(2) Monetary receivables and payables with respect to affiliated companies
Monetary receivables

3,108,771

Monetary payables

802,908(3) Monetary receivables and payables with respect to Directors and Corporate Auditors
No items to report(4) Amounts less than one million yen are omitted.
3. Notes to Non-consolidated Statements of Income(1) Transactions with affiliated companies(Thousand yen)Sales

82,279Amount of goods purchased

14,976,175

Selling, general and administrative expenses

1,746,125

Other

1,627,346(2) Amounts less than one million yen are omitted.

- 53 -

4. Notes to Non-consolidated Statement of Changes in Shareholders’ Equity(1) Matters related to the type and total number of issued and outstanding shares and the typeand number of shares of treasury stock
Increase in the number

Decrease in the number

Number of shares as ofof shares during theof shares during the

Number of shares as ofDecember 31, 2006

year ended December

year ended December

December 31, 2007

31, 2007

31, 2007

Number of issued andThousand shares

Thousand shares

Thousand shares

Thousand shares

Common stock

17,643--

17,643

Total

17,643--

17,643

outstanding shares(2) Matters related to dividends(i)Amount of dividends paid
Resolution

Type of stock

Total amount of

Dividend per

dividends

share

Ordinary General Meeting of
Shareholders held on March

194,075

Common stock23, 2007

Resolution

Type ofstock

Extraordinary General

11 yenthousand yenType ofBook value ofdividend

dividend

property

property

Effective
date

December 31,

March 26,

2006

2007

Dividend
per share

Base date

Effective
date

Common stock

Meeting of Shareholders

Commonof Coca-Cola

50,000held on September 14,

stock

West Logistics

thousand yen

2007

(ii)

Base date

2.8 yenJune 30,

September2007

20, 2007

Co., Ltd.

Among dividends whose base dates are in the fiscal year ended December 31, 2007,
those whose effective dates are in the following fiscal year:
Resolution

Type of stock

Ordinary General Meeting of
Shareholders held on February
28, 2008

Common stock

Total amount of

Dividend per

dividends

share

670,443
thousand yen(3) Amounts less than one thousand yen are omitted.

- 54 -

38 yenBase date

Effective
date

December 31,

February

2007

29, 2008

5. Notes to Deferred Tax Accounting(1) Breakdown of deferred tax assets and deferred tax liabilities by main cause
Deferred tax assets(Thousand yen)

Business tax

718

Loss carried forward

62,150Allowance for doubtful accounts

7,839

Depreciation expenses

186,750

Allowance for directors’ retirement benefits

9,008

Allowance for retirement benefits

641,986

Impairment loss

51,293

Provision of allowance for investment losses

37,431

Accrued expenses

49,532

Other

38,776Sub-total deferred tax assets

1,085,487

Allowance for evaluation losses(164,487)

Total deferred tax assets

921,000

Deferred tax liabilities
Valuation difference on marketable securities

4,179

Total deferred tax liabilities

4,179

Net deferred tax liabilities

916,820(2) Breakdown of main items that caused differences between the statutory tax rate and theburden rate of corporate taxes after the application of deferred tax accounting
Statutory tax rate

41.59%(Adjustments)
Permanent differences – expenses (e.g. entertainment expenses)

4.04

Directors’ bonuses

3.35

Permanent differences – revenue (e.g. cash dividends received)(6.02)Per capita inhabitant taxes

6.35

Valuation allowance(541.22)

Other(3.74)

Burden rate of corporate taxes after the application of tax effect accounting- 55 -(537.24)

6. Notes to Lease Transactions(1) Finance leases, except for those that deem the ownership of the leased assets as transferredto the lessee, are as follows:(i)

Acquisition cost, accumulated depreciation and book value of leased properties(a)Acquisition cost(Thousand yen)

Machinery and equipment

364,000

Vehicles

(b)

1,309

Tools, instruments and fixtures

193,707

Software37,400

Total

596,417

Accumulated depreciation
Machinery and equipment

291,200

Vehicles

(c)

1,001

Tools, instruments and fixtures

135,124

Software

28,064

Total

455,391

End of year balance
Machinery and equipment

72,799Vehicles

(ii)

307

Tools, instruments and fixtures

58,583

Software

9,335

Total

141,026

Future lease payments obligation
Due within one year

85,159Due after one year

70,408

Total

155,568(iii) Lease payments, depreciation expenses and interest expenses
Lease payments

130,407

Depreciation expenses

115,109

Interest expenses

6,947(iv) Calculation method of depreciation expenses and interest-

Calculation method of depreciation expenses
Depreciation is calculated using the straight-line method over the lease term,
which is regarded as the useful life, without residual value.

-

Calculation method of interest
The difference between total leases and acquisition cost is deemed to be interest,- 56 -

which is allocated to each term by the interest method.
(2) Operating leases
Borrower
Future lease payments obligation(Thousand yen)

Due within one year

3,367

Due after one year

3,086

Total

6,453

7. Notes to Severance and Retirement Benefit Accounting(1) Outline of the retirement benefit system
The Company uses an approved retirement annuity system and a lump-sum retirement
benefit system as its retirement benefit system.
(2) Retirement benefit obligations and their breakdown(Thousand yen)
Retirement benefit obligations

2,806,773(i)

Pension assets

1,134,544(ii)

Allowance for retirement benefits

1,543,608(iii) Unrecognized actuarial differences

128,620(3) Retirement benefit expenses and their breakdown(Thousand yen)
Retirement benefit expenses

183,191(i)

Service cost

104,885(ii)

Interest cost

70,998(iii) Expected return on plan assets (decrease)27,135(iv) Amount of actuarial differences charged to expenses

34,443

Note: Retirement benefit expenses include 73,905 thousand yen expended by companies to which employees
were dispatched.

(4) Items pertaining to the basis for calculating severance and retirement benefit obligations(i)

Discount rate

2.5%

(ii)

Rate of expected return on plan assets

2.5%(iii) Periodic allocation method for projected severance and retirement benefits
Fixed amount allocated to each period(iv) Years over which prior service obligations are treated- 57 -

1 year (12 months)(v)

Years over which actuarial differences are treated

8. Notes to Per-share Information(1) Net assets per share

560.53 yen(2) Net income per share

53.10 yen

9. Notes to Significant Subsequent Events
No items to report- 58 -

10 years

Corporate Auditor’s Report (originally issued in Japanese)

Audit Report
I, the Corporate Auditor, have audited the execution of duties by Directors in the 46th fiscal year fromJanuary 1, 2007 to December 31, 2007 and report the methods and results as follows:1.

Auditing methods and details

I have maintained good communications with Directors and other employees as well as Corporate
Auditors and the Internal Audit Division of the parent company; strived to collect information andimprove the audit environment; attended the management meetings and other important meetings;
received from Directors and employees reports on the execution of their duties and asked for explanations
as necessary; reviewed the documents pertaining to important decisions; and studied business andfinancial conditions at the head office and principal offices.

Based on the methods mentioned above, I

have examined the business reports for the said fiscal year.
In addition, I have studied the accounting records and other related documents, and examined
non-consolidated financial statements (balance sheet, statement of income, statement of changes inshareholders’ equity, etc. and notes to non-consolidated financial statements) and their supporting
schedules for the said fiscal year.

2.

Results of audit(1) Results of audit on the business reports, etc.
(i)

The business reports are found to accurately present the status of Mikasa Coca-Cola inconformity with laws and regulations and the Articles of Incorporation.

(ii)

With regard to the execution of duties by Directors, no fraudulent act or material evidence of aviolation of laws and regulations or the Articles of Incorporation is found to exist.

(2) Results of audit on non-consolidated financial statements and their supporting schedules
The non-consolidated financial statements and their supporting schedules are found to be proper withrespect to all the significant aspects, including the financial position and the results of operations ofMikasa Coca-Cola.

February 1, 2008
Tadamasa Amitsuka[seal]

Corporate Auditor
Mikasa Coca-Cola Bottling Company, Limited- 59 -

Proposal No. 2: Partial amendments to Articles of Incorporation
1. Reasons for amendments
To change the company name and purpose of the Company attendant upon the merger stipulated
in Proposal No. 1, we propose to amend the Articles of Incorporation of the Company. These
amendments to the Articles of Information will take effect on the effective date of the merger(slated for January 1, 2009) on condition that Proposal No. 1 be approved as originally proposed
and this merger should come into effect (these amendments to the Articles of Incorporation will
become effective after this merger takes effect).
2. Details of proposed amendments
Details of the proposed amendments are as follows:(Amended portions are underlined.)
Existing Articles of Incorporation

Proposed Amendments
Article 1 Company Name

Article 1 Trade Name
The name of the Company is Coca-Cola West Holdings

The name of the Company is Coca-Cola West Kabushiki

Kabushiki Kaisha, which is indicated in English as

Kaisha, which is indicated in English as Coca-Cola West

Coca-Cola West Holdings Company, Limited.

Company, Limited.

Article 2 Purpose

Article 2 Purpose

The purpose of the Company is to control or manage

The purpose of the Company is to conduct the following

business activities of another company conducting

business:business outlined as follows by holding shares orinterests in that company, or to conduct the following
business:
Supplementary Provision

Supplementary Provision

The trade name of the Company was originally acquired

The trade name of the Company was originally acquired

through the Trade Name License Agreement dated Julythrough the Trade Name License Agreement dated

1, 2006, between the Company and The Coca-Cola

January 1, 2009, between The Coca-Cola Company, aCompany, a corporation headquartered at 1 Coca-Cola

corporation headquartered at 1 Coca-Cola Plaza NW,

Plaza NW, Atlanta, Georgia, U.S.A., and the Company

Atlanta, Georgia, U.S.A., and the Company may use “コmay use “コカ・コーラ” (koka-kora) and “Coca-Cola,”

カ・コーラ” (koka-kora) and “Coca-Cola,” which arewhich are trademarks of The Coca-Cola Company, as

trademarks of The Coca-Cola Company, as part of its

part of its trade name so long as the term of use under the

trade name so long as the term of use under theagreement continues to be in effect, and on the condition

agreement continues to be in effect, and on the condition

that if The Coca-Cola Company disallows further use ofthat if The Coca-Cola Company disallows further use of

the trademark the Company shall immediately cease thethe trademark the Company shall immediately cease use

use thereof.

thereof.

- 60 -