Announcement of Absorption-type Merger (Simplified Merger/ Short-form Merger) of Consolidated Subsidiaries

April 28, 2011

To All Stakeholders:

Company: USS Co., Ltd.
President and CEO: Yukihiro Ando
Stock code: 4732
Stock exchange listings: Tokyo and Nagoya (first sections)
Tel: +81-52-689-1129
Contact: Masafumi Yamanaka
Junior Managing Director, Officer, Supervisory Office

Announcement of Absorption-type Merger (Simplified Merger/ Short-form Merger) of Consolidated Subsidiaries

USS Co., Ltd. hereby announces that it has decided, at a meeting of the Board of Directors held on April 28, 2011, to absorb its wholly owned subsidiaries USS Yokohama Co., Ltd. (USS Yokohama hereafter) and USS Kansai Co., Ltd. (USS Kansai hereafter) in an absorption-type merger as follows.

The disclosure items and contents are partially abbreviated because the merger concerns a wholly-owned, consolidated subsidiary of USS.

1. Aim of merger
In order to improve the business efficiency of the Group, USS has decided to absorb by merger its consolidated subsidiaries USS Yokohama and USS Kansai.

2. Details of merger

(1)	Merger schedule
	Meeting of Board of Directors to decide on merger	April 28, 2011
	Merger contract concluded	April 28, 2011
	Scheduled effective date of merger (date of entry into force)	July 1, 2011

Note:

The Company is conducting the merger using the short-form merger procedure in accordance with the provisions of Article 796-3 of the Company Law of Japan. USS Yokohama and USS Kansai are conducting the merger using the summary procedure in accordance with Article 784-1 of the Company Law of Japan. There is no necessity for the merger contract between USS and USS Yokohama and USS Kansai to be approved by a general meeting of shareholders of the respective companies.

(2)	Merger method USS will absorb USS Yokohama and USS Kansai. As a result, USS will be the surviving company and USS Yokohama and USS Kansai will be dissolved.
(3)	Merger ratio and payment No new shares will be issued and no cash-out payment will be made as a result of the merger.
(4)	The merger will have no effect on dealings in the warrants for new shares and bonds with warrants for new shares of the dissolved company.

3. Profiles of companies to merge (As of March 31, 2011)

(1) Trade name

USS Co., Ltd.
(Company performing merger)

USS Yokohama Co., Ltd.(Company to be absorbed)

USS Kansai Co., Ltd. (Company to be absorbed)

(2) Business activities

Operation of used car auctions

(3) Establishment

October 29, 1980

April 1, 2002

September 17, 2004

(4) Head office

507-20 Shinpo-machi, Tokai city, Aichi Prefecture

9-20 Daikoku-cho, Tsurumi-ku, Yokohama

2-7-106 Nakajima, Nishiyodogawa-ku, Osaka

(5) Representative

President Yukihiro Ando

(6) Capital stock

18,881 million yen

50 million yen

90 million yen

(7) Shares issued

31,325,000

1,000

2,000

(8) Fiscal year

Ends March 31

(9) Major shareholders and pct. of stock held

1.	Futoshi Hattori. 8.39%
2.	USS Co., Ltd 7.54%
3.	BBH for Fidelity Low Price Stock Fund 6.38%
4.	State Street Bank and Trust Company 6.17%
5.	The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account 4.95%

USS Co., Ltd.
100%

(10) Latest business results and financial conditions

Fiscal Year

End of March 2010
(consolidated)

End of March 2010
(non consolidated)

Net assets

118,390million yen

1,049million yen

604million yen

Total assets

142,164million yen

3,088million yen

1,577million yen

Equity per share

3,970.03yen

1,049,814.07yen

302,324.41yen

Net sales

59,849million yen

2,908million yen

2,450million yen

Operating income

21,940million yen

867million yen

99million yen

Ordinary income

22,511million yen

879million yen

110million yen

Net income

12,717million yen

511million yen

61million yen

Net income per share

418.85yen

511,591.00yen

30,750.87yen

4. Profile of company after merger
No changes will be made to the trade name, business activities, title and name of representative director, capital stock or fiscal year as a result of the merger.

5. Effect of merger on results of operations
The merger will have minimal effect on the results of operations of the USS Group.

6. Record date
The Company has set May 22, 2011 as the record date for determining shareholders qualified to exercise the right to request purchase of their shares. Shareholders registered or recorded on the final shareholder’s register as of the record date shall be considered to be the shareholders with the right to request purchase of shares.