SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of May, 2005

Commission File Number: 000-11743

WACOAL CORP.
(Translation of Registrant’s Name into English)

29, Nakajima-cho, Kisshoin, Minami-ku
Kyoto, Japan
(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-     N/A     

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Wacoal Corp.
Form 6-K

TABLE OF CONTENTS

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Consolidated and Non-Consolidated Financial Statements
for the Year Ended March 31, 2005

     On May 10, 2005, we released our consolidated and non-consolidated financial statements, and accompanying information, for the year ended March 31, 2005. Attached as Exhibit 1 hereto is an English translation of the release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     The attached financial statements, and accompanying information, contain forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our company, our industry and other relevant factors. The forward-looking statements are subject to various risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts. The forward-looking statements discuss future expectations, identify strategies, contain projections of results of operations or of financial condition, or state other “forward-looking” information. Forward-looking statements are contained in the sections entitled “2. Forecast of Consolidated Results for the Year Ending March 2006 (April 1, 2005 to March 31, 2006)”, “II. Management Policies”, “III. Business Results and Financial Condition”, “VII.2. Forecast of Business Results for the Year Ending March 2006 (April 1, 2005 to March 31, 2006)”, and elsewhere in the attached financial statements and accompanying information.

     Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those expressed or implied by any forward-looking statement contained in the attached financial statements and accompanying information. Among the factors that you should bear in mind as you consider any forward-looking statement are the following:

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     The information contained in the section entitled “Item 3—Key Information—Risk Factors” of our Annual Report on Form 20-F for the fiscal year ended March 31, 2004 also identifies factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement contained in the attached financial statements and accompanying information. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the foregoing list or the information provided elsewhere in our annual report to be a complete set of all such factors.

     We undertake no obligation to update any forward-looking statements contained in the attached financial statements and accompanying information, whether as a result of new information, future events or otherwise.

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Announcement of the Transition to a Holding Company Structure
Through a Corporate Split Transaction

     We recently announced that we will be transitioning to a holding company structure by way of a corporate split transaction. Attached as Exhibit 2 hereto is an English translation of this announcement.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 10, 2005

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EXHIBIT INDEX

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EXHIBIT 1
 
Consolidated and Non-Consolidated Financial Statements for the Year Ended March 2005

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Consolidated Financial Statements for the Year Ended March 2005
(U.S. Accounting Standards)

May 10, 2005

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I. Status of Corporate Group

     Our corporate group consists of Wacoal Corp. (the “Company”), 36 subsidiaries and 9 affiliated companies, and is principally engaged in the manufacture and wholesale distribution of innerwear (mainly women’s foundation wear, lingerie, nightwear and children’s underwear), outerwear, sportswear, and other textile goods and related products, as well as the wholesale and direct sales of certain products to consumers. The corporate group also conducts business in the areas of restaurant, culture, services and interior design.

     Segment information and a summary of Wacoal companies is as follows:

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The business distribution diagram is as follows:

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II. Management Policies

     As a “Female Sympathetic Company”, our group endeavors to support a beautiful lifestyle for women. By capturing both body and mind, and by working to support each and every woman’s expression of their own inner and outer beauty, we are working actively to develop our “body designing business.” In order to put this theme into action, and to gain the loyalty of our customers, we will provide “authentic value” through beauty, comfort and health products and services in our “Intimate Apparel” and “Wellness” businesses. We believe that such business activities will appeal to customers and enhance their loyalty to our “Wacoal” corporate brand. We believe that becoming a continually growing company by gaining customer support through these business activities, will also lead to an increase in shareholder value. Under the assumption that the expansion of business operations will increase profits and contribute to employee job satisfaction, we will endeavor to seize markets and create new value.

     In the meantime, we recognize that it is essential to engage in CSR (“corporate social responsibility”) activities—such as involvement in environmental issues—in order to gain the trust and support of society. We believe that operating our business with due attention to CSR, and promoting activities that contribute to society in areas where we can make the most of Wacoal’s originality, is part of improving our brand power and establishing our competitive position.

     With respect to our profit distribution to shareholders, our basic policy is to pay steady dividends and to increase earnings per share, all the while giving consideration to the improvement of corporate value through active investment that will result in increased profitability. As for our retained earnings, in light of the improvement of our corporate value, we have actively invested in developing new “SPA” (special retailer of private label apparel) stores, developing points of contact with customers, and actively investing in overseas businesses, as well as concentrating on new business investments such as the entry into new business areas, strategic business alliances and M&A activities. We hope that these efforts will benefit our shareholders by improving future profits.

     It is important that our group promote the long-term stable retention of our company shares by investors, while also broadening our investor base. We believe that lowering the price of our investment units for the benefit of individual investors will be an effective way of achieving this. Going forward, taking stock market trends into consideration and examining the necessary costs and effects of this policy, we will proceed to take careful measures while attaching great importance to shareholders.

     For the near future, our target is to achieve an ROE (return on equity) of 6% or higher and an operating income margin of 9% or higher.

     To take the full advantage of limited management resources, we will undertake the “selection and focus of our business operations” by concentrating management resources on competitive areas to increase profits, while also expanding our business operations by broadening the scope of such competitive areas and fields. In this respect, we have been conducting a positioning analysis of our business portfolio based on profitability and growth potential. As key factors in our future growth, we aim to further strengthen the market position of our Wacoal and Wing brand intimate apparel businesses, which are both highly profitable and have shown stable growth, and at the same time increase the profitability of our catalogue, wellness and SPA businesses, which we believe have growth potential, but which have yet to achieve full profitability.

     In addition, with an aim towards corporate sustainability and social responsibility, we are proceeding to develop a framework to address corporate ethics and environmental issues.

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Current Priority Policies

Corporate Social Responsibility

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(As of April 1, 2005)

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III. Business Results and Financial Condition

     During the fiscal year ended March 31, 2005, the Japanese economy was recovering with improvement in corporate profits as well as strong consumer spending, such as the demand for home electronics products associated with the Olympic games. During the second half of the year, economic recovery was rather modest due to slow consumer spending for temporary reasons such as a series of typhoons, natural disasters such as earthquakes and an unseasonably warm winter. Overseas, the U.S. economy has shown steady recovery and the Asian economy is moving from recovery to expansion.

     On the other hand, business results in the women’s fashion industry were affected by lower turnout due to various climate factors including a long rainy season, a summer heat wave, an unseasonably warm winter and a series of typhoons. As a result, overall business results were low.

     In this environment, we sought to improve the strength of our products and to develop products centered on consumer needs focusing on innerwear while developing new points of contact with customers through directly managed stores and catalogue sales. With respect to the Wacoal brand, None of our spring, summer or autumn campaigns achieved anticipated sales volume, as they were improved versions of products from the previous season and were not appealing enough as new products. As the overall retail industry faced lower turnout, our core product group, including our campaign products showed slow sales. Our high quality brands “Parfage” and “Salute,” promoted through department store and boutique channels, our high quality brand “Tréfle” and our high value-added brands “La Vie Aisée” and “Gra-P” innerwear, targeting the middle-aged and senior market, are showing steady results. As for our Wing brand, the spring campaign product “Natural Up Bra” and “Natural Fit Bra” were slightly below sales targets, while the summer campaign product “T-Shirts Bra” and our autumn campaign product “Arrange Bra,” “Natural Fit Bra” and “Kyutto Up Bra” performed well.

     Aimed at developing new channels and points of contact with customers, the SPA business is starting to show steady development, with increased brand recognition and an increase in both the number of stores and sales amount.

     In other areas, for our catalogue business, outerwear, accounting for 40% of total sales, struggled and fell short of last year’s results, whereas innerwear increased by at a double-digit rate from the last year, and now accounts for 30% of total sales. In our Wellness business, our main product, sports conditioning wear “CW-X,” showed steady increase thanks to active expansion of sales floors. In addition, “Wacoal Panty Stocking,” a collaborative product with Seven-Eleven Japan, Co., Ltd. that was launched in spring 2004, showed favorable sales exceeding targets.

     In line with the Company’s selection and concentration of business aimed at utilization of limited management resources, Point Up Inc., a subsidiary engaged in the manufacture and sale of outerwear, terminated operations on January 31, 2005 and liquidation was begun on March 31, 2005.

     With regard to our overseas business, in Asian countries the “T-Shirt Bra NAMI NAMI” Asian campaign, involving the sale of the same product to China, Hong Kong and Taiwan simultaneously with Japan, performed well during the first half of the year. However, during the second half of the year, sales were below anticipation due to slow sales of our campaign products. In the U.S. market, sales at middle and upscale department stores were favorable, which contributed favorably to Wacoal America’s sales, since it sold through those channels.

     Consolidated sales for this fiscal year were 160,968 million yen, a 1.3% decrease compared to the previous year.

     In terms of profit, in September 2004 we returned the substitutional portion of our employee pension fund to the Japanese government and reported 7,100 million yen as government subsidy and 928 million yen as additional net periodic pension cost. As for our non-consolidated financial statements, 5,577 million yen was reported as extraordinary gains during the previous fiscal year as gain from the return of the substitutional portion of the employee pension fund. As a result, operating income for this fiscal year was 11,766 million yen, a 290.1% increase compared to the previous fiscal year.

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     Pre-tax net income for the current fiscal year was 12,079 million yen, a 166.5% increase compared to the previous fiscal year, and net income for the current fiscal year was 6,790 million yen, a 134.0% increase compared to the previous fiscal year.

     Regarding sales by business category, current fiscal year sales of textile goods and related products were 145,234 million yen, an 1.2% decrease compared to the previous fiscal year. Other sales during the current fiscal year were 15,734 million yen, a 2.9% decrease compared to the previous fiscal year.

     Regarding sales by location, Japan represented 142,993 million yen, accounting for 88.8% of group sales, whereas Asia accounted for 3.2% and Europe and the U.S. accounted for 8.0%.

     While the quarterly net income from operating activities increased, this includes gains from the return of the substitutional portion of our employee pension fund which does not add to cash flow. Therefore, cash flow from operating activities during this fiscal year was 2,045 million yen, a decrease of 3,156 million yen from the previous fiscal year.

     Cash flow relating to investing activities amounted to an expenditure of 5,528 million yen due mainly to the purchase of land for Western Japan Distribution Center in Moriyama City, Shiga Prefecture, etc.

     Cash flow related to financing activities amounted to an increase of 296 million yen, due mainly to the increase of short-term bank loans and the payment of dividends.

     The balance of cash and cash equivalent for the end of this fiscal year, calculated by the above total deducted by the exchange difference on cash and cash equivalents, was 24,195 million yen, a 3,248 million yen decrease compared to the previous fiscal year.

     Free cash flow, which has been calculated by subtracting the amount of capital investment from operating activities cash flow, amounted to an expenditure of 3,373 million yen.

Trends in certain cash-flow indicators — Unaudited

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     Our business, performance and financial condition are subject to risks and uncertainties, including those described in the risk factors below. These risks and uncertainties could result in a material adverse effect on Wacoal, and a material decline in the trading price of our common stock.

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     Regarding overall business conditions, while corporate revenues improve, the business sentiment and consumer spending remain unchanged and the domestic economy is still leveling off. As for other countries, the economies in Europe, the U.S. and Asia have moved from recovery to expansion.

     In the domestic women’s fashion industry, sales of apparel in large-size retail stores are still low, and harsh market conditions are expected to continue. However, considering the negative effect of natural disasters and climates of the previous year, we can expect recovery in business results.

     Under these circumstances, the Wacoal group will make further efforts to develop products that are specific to each generation of consumers, and we will aggressively pursue our goal of increasing our points of contact with consumers based on our mid-term business plan.

     Our target for the next fiscal year end is to achieve sales of 164,000 million yen, operating income of 8,400 million yen, pre-tax net income of 8,500 million yen, and net income of 5,600 million yen.

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IV-1. Consolidated Balance Sheet (unaudited)

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IV-2. Consolidated Income Statement (unaudited)

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IV-3. Consolidated Comprehensive Income Statement (unaudited)

IV-4. Consolidated Shareholders’ Equity Statement (unaudited)

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IV-5. Consolidated Cash Flow Statement (unaudited)

Additional Information

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IV-6. Basic Matters in Preparing Consolidated Financial Statements

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(Notes)

     Employee Retirement Benefit Plans

     We and our subsidiaries have several retirement benefit plans. We have adopted a defined-contribution pension fund plan, and some subsidiaries have adopted an eligible pension plan.

     The market value of estimated future payments, increase and decrease of fair value of pension assets, and related information are as follows:

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     Unrecognized loss has been amortized over the length of average remaining service (12 years), and the transition adjustment from adopting the provisions of FASB Standard No. 87 is amortized over 15 years.

     Officers’ Retirement Benefit Plans

     The reserve for officers’ retirement benefits is included in the reserve for retirement benefits. Balance of reserves for officers’ retirement benefits for the year ended March 31, 2005 and the year ended March 31, 2004 are 615 million yen and 606 million yen, respectively.

     The effective corporate tax rate is different from the legal tax rate owing to the following reasons: