UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO.            )

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)		o
Securities Act Rule 802 (Exchange Offer)		þ
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)		o
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)		o
Exchange Act Rule 14e-2(d) (Subject Company Response)		o

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o

Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

Kabushiki Kaisha Lecien
(Name of Subject Company)

Lecien Corporation
(Translation of Subject Company’s Name into English (if applicable))

Japan
(Jurisdiction of Subject Company’s Incorporation or Organization)

Wacoal Holdings Corp.
(Name of Person(s) Furnishing Form)

Common Stock
(Title of Class of Subject Securities)

N / A
(CUSIP Number of Class of Securities (if applicable))

Yutaka Takahara
Representative Director
Lecien Corporation
15 Tobadono-cho, Takeda, Fusimi-ku, Kyoto 612-8450, Japan
(Telephone +81-75-241-6000)
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

June 10, 2009
(Date Tender Offer/Rights Offering Commenced)

PART I — INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

     (a) See Exhibit 1.

     (b) Not applicable.

Item 2. Informational Legends

     Included in the document attached hereto as Exhibit 1.

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

     (1) Not applicable.

     (2) Not applicable.

     (3) Not applicable.

PART III — CONSENT TO SERVICE OF PROCESS

     (1) Form F-X filed concurrently with the Commission on June 11, 2009.

     (2) Not applicable.

PART IV — SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Masaya Wakabayashi
(Signature)

Masaya Wakabayashi
General Manager, Corporate Planning
Wacoal Holdings Corp.
(Name and Title)

June 11, 2009
(Date)

EXHIBIT 1

          To Shareholders in the United States

          The exchange offer or business combination referred to in this document is made for the securities of a foreign company. The offer is subjected to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

          It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its offices and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

NOTICE OF THE 63RD ORDINARY GENERAL MEETING

OF SHAREHOLDERS

TO BE HELD IN KYOTO, JAPAN ON JUNE 26, 2009

          (This is a translation from the original notice in the Japanese language dispatched to shareholders in Japan. The financial statements included in this Notice of the General Meeting of Shareholders are based upon accounting principles and practices generally accepted in Japan.)

LECIEN CORPORATION
KYOTO, JAPAN

Code Number: 8027

June 10, 2009

TO OUR SHAREHOLDERS

LECIEN CORPORATION
634, Shichi-Kannon-cho,
Rokkaku-sagaru,
Karasuma-dori, Nakagyo-ku, Kyoto
(Kyoto Office)
15, Tobadono-cho
Takeda, Fushimi-ku
Kyoto, Japan

Naofumi Nomura
Representative Director

Notice of the 63rd Ordinary General Meeting of Shareholders

          This is to inform you that the Company’s 63rd ordinary general meeting of shareholders will be held as described below.

          You are cordially invited to attend the meeting.

          IF YOU ARE UNABLE TO ATTEND THE MEETING, WE WOULD LIKE TO REQUEST THAT YOU CAREFULLY EXAMINE THE REFERENCE MATERIALS SET FORTH BELOW AND MAIL YOUR BALLOT SHOWING YOUR CONSENT OR DISSENT SO THAT WE RECEIVE IT NO LATER THAN 5:30 P.M. ON JUNE 25, 2009 (THURSDAY).

Particulars

1.		Date:		Friday, June 26, 2009 at 10:00 a.m.
2.		Place:		Rose Room on the 3rd floor of Hotel Nikko Princess Kyoto, located at Karasuma Takatsuji Higashi-iru, Shimogyo-ku, Kyoto, Japan.
				(The location of the meeting has changed from this year. Please refer to the map on the back of this notice.)

3.		Purpose of Meeting:
		Matters to be reported:

1.

Presentation of the Business Report, Consolidated Financial Statements for the 63rd fiscal year from April 1, 2008 through March 31, 2009 and Audit Reports of the Independent Accountants and the Board of Statutory Auditors for the Consolidated Financial Statements.

2.

Presentation of the Financial Statements for the 63rd fiscal year from April 1, 2008 through March 31, 2009.

          Matters to be resolved:

	Agenda Item No. 1:		Approval of Share Exchange Agreement by and between the Company and Wacoal Holdings Corp.
	Agenda Item No. 2:		Partial amendment of the Articles of Incorporation.
	Agenda Item No. 3:		Election of three Directors.

* * * * * * * * * *

          If you attend the meeting on the appointed date, please bring the ballot with you and submit it to the meeting receptionist.

          Please note that any amendments to the reference materials, Business Report, Financial Statements or Consolidated Financial Statements will be posted and announced on the Company’s website (http://www.lecien.co.jp/).

(SUPPLEMENTARY SCHEDULES)

BUSINESS REPORT

For the period from April 1, 2008 through March 31, 2009

1.		STATUS OF GROUP BUSINESS
(1)		Business Developments and Results

          During the fiscal year ended March 31, 2009 (fiscal 2009), the Japanese economy drastically slowed down and corporate profits rapidly decreased due to the global economic slowdown and the confusion in the stock markets triggered by the financial crisis in the U.S.. In addition, consumer activity mirrored these trends due to the worsening employment situation.

          In the fashion and clothing industry, conditions were difficult during the year due to drastically decreased consumer confidence and unusual weather patterns affecting our sales, which tend to be seasonal.

          In this environment, our Group sought to provide our customers with “assurance and heartfelt satisfaction” through our “full commitment to the manufacturing process” based on our business objective of “making women happy by our efforts to improve the apparel industry and through our business activities”.

          However, our consolidated sales for fiscal 2009 were 17,013 million yen (88.0% of the previous fiscal year) and were below the results from the previous fiscal year due to a decrease in sales caused by a sharp decline in consumption and an increase in the cost of raw materials and production. In terms of our financial performance, our operating loss was 14 million yen, a decrease of 139 million yen from the previous fiscal year, and our ordinary loss was 123 million yen, a decrease of 202 million yen from the previous fiscal year. Our net loss was 260 million yen due to a valuation loss on marketable securities and a charge for deferred tax assets.

          Unfortunately we will not distribute year-end dividends to our shareholders.

          The results by business segment were as follows:

(Innerwear Business)

          Sales of our innerwear business were strong mainly due to the sales of our Bukatsu Bra under the TOROPPO brand name until the second quarter of the fiscal year. However, the environment drastically deteriorated in October after the “Lehman Shock”, and sales of our core innerwear products for winter, Power Shape and Kokochi Role, were 73 million which were below our initial sales plan of 80 million, and sales of our other autumn/winter products were also largely below our expectations. Although we have developed new sales channels for the next fiscal year as initially planned, our innerwear business performed poorly in general.

          As a result of the above, sales of our innerwear business were 6,821 million yen (82.8% of the previous fiscal year).

(Outerwear Business)

          In our outerwear business, the market conditions surrounding our women’s apparel market continued to remain severe due to the impact of the global financial crisis. Under such an environment, the reformation of the “Mrs.” department that began during the previous term got on track and profits largely increased due to an improvement in store sales, lower commodity costs and cost reductions. In addition, sales in our casual wear department, targeting second-generation baby boomers, also made profits as it did in the previous fiscal year. Our “Natural” project received favorable a favorable response and we have succeeded in the market development of new specialty stores which contributed to our improved revenues. Our “Young” department faced difficulties in the first half of the year, however, reasonably priced set and ensemble products were well received, and although our revenues decreased, profits exceeded the results from the previous fiscal year. As described above, each department in our outerwear business achieved profits and largely improved revenues.

          As a result, sales of our outerwear business were 4,457 million yen (88.4% of the previous fiscal year).

(Materials Business)

          In our lace department, we have strengthened our project proposals in both embroidery and knitted laces since the previous fiscal year. In addition, with the integration of the respective embroidery and knitted laces project teams, sales performance was favorable although the condition in the innerwear market remained severe. In addition, despite adverse conditions in export activities, the lace sales to innerwear apparel companies in Europe continued to grow as did our project, “Kasumi” which performed stably during the year.

          In our dress fabric department, sales performance was poor due to inadequate project proposals in our core “color formal” market. Sales to our more casual customers also failed to achieve initial expectation. This is mainly due to underperforming sales of our core lace materials.

          As a result, sales of our materials business were 2,919 million yen (95.5% of the previous fiscal year).

(Hobby Business)

          In our handicraft department, sales of our fabric for Hawaiian quilt “Island Style Kathy Mom” continued to perform strongly. Sales of other patchwork fabrics were below initial sales plans due to a recent slowdown in the retail business as well as poor overseas sales due to the appreciation of the yen.

          As a result, sales of our hobby business were 1,924 million yen (87.4% of the previous fiscal year).

(Other Businesses)

          In our accessories department, although we consolidated our stores to increase efficiency, revenues decreased due to poor department stores sales especially in the second half of the fiscal 2009.

          In our innerwear shop department, we proceeded with the closing of our outlet stores for which we had no expansion plans.

          The online sale volume of our existing products in the web marketing department remained the similar to the previous fiscal year. However, selling online products by collaborating with magazines and other media was successful and resulted in increased sales.

          As a result, sales of other businesses were 889 million yen (113.2% of the previous fiscal year).

Sales by Type of Business Segment

(Millions of yen)

										Percentage change from
Business		Amount				Ratio (%)				the previous year (%)
Innerwear		¥	6,821				40.1	%			82.8	%
Outerwear			4,457				26.2				88.4
Materials			2,919				17.2				95.5
Hobbies			1,924				11.3				87.4
Other			889				5.2				113.2
Total			17,013				100.0				88.0

(2)		Capital Expenditures
		None.
(3)		Financing
		None.
(4)		Issues to Address
		We expect that the economic slowdown in Japan will continue and may even deteriorate in the near future. Accordingly, we expect that our operating environment will be affected by the decline in consumption.
		In order to stop the decline in our business results under such conditions, we will not only reform our manufacturing departments into cross-sectional organizations and improve our inability to propose new projects, but will also continue to cultivate new sales channels. Also in our core art hobby department, we will expand our sales in the United States by establishing a local entity and enabling prompt sales. In Europe, we will develop our capital alliance with Rhinetex B.V. and will actively implement our plan to expand our overseas markets. While strengthening our sales, we will make efforts to improve our business results by reviewing and reducing fixed costs such as labor cost.
		Your continued support and cooperation will be greatly appreciated.

(5)

Changes in Assets and Profit and Loss

(i)

Changes in Assets and Profit and Loss of the Group

(Millions of yen, except per share amounts)

		Fiscal year ended/as of March 31,
		2006				2007				2008				2009
Net sales		¥	21,237			¥	19,902			¥	19,326			¥	17,013
Ordinary income			618				109				79				(123	)
Net income (loss)			469				218				(899	)			(260	)
Net income (loss) (per share)			14.56				6.78				(27.79	)			(8.04	)
Total assets			14,348				13,994				11,872				10,647
Net assets			6,721				6,704				4,996				4,746

(ii)

Changes in Assets and Profit and Loss of the Company

(Millions of yen, except per share amounts)

		Fiscal year ended/as of March 31,
		2006				2007				2008				2009
Net sales		¥	20,906			¥	19,658			¥	19,100			¥	16,768
Ordinary income			612				393				202				17
Net income (loss)			448				388				(861	)			(271	)
Net income (loss) per share			13.91				12.5				(26.63	)			(8.38	)
Total assets			13,572				13,369				11,549				10,557
Net assets			6,490				6,557				4,880				4,723

(6)

Principal Parent Company and Subsidiaries

	(i)		Relationship with Parent Company
			We have no parent company.
	(ii)		Principal Subsidiaries

Name of Company		Stated Capital		Shareholding Ratio				Main Business
Lecien Nagasaki Corporation		¥10 million			100	%		Manufacture of ladies’ innerwear
Lecien Ryuo Lace Co., Ltd.		¥100 million			100	%		Manufacture of embroidery lace
Dalian Lecien Fashion Co., Ltd.		US$540,000			100	%		Manufacture of ladies’ innerwear
Lecien (Vietnam) Co., Ltd.		US$1,500,000			100	%		Manufacture of ladies’ innerwear
Zhe Jiang Jiaxing Lecien Textile Co., Ltd.		US$2,100,000			100	%		Manufacture of embroidery lace

	(iii)		Other
			None.

(4)

Main Businesses

Business Segment		Description of business
INNERWEAR		ladies’ innerwear
OUTERWEAR		ladies’ outerwear
MATERIALS		lace and dress material
HOBBY		handicrafts
OTHER		fashion items, direct sales

(5)

Main Sales Offices and Factories

Lecien Corporation		Head Office: Nakagyo-ku, Kyoto
		Kyoto Office: Fushimi-ku, Kyoto
		Tokyo Office: Shinagawa-ku, Tokyo
		Osaka Office: Chuo-ku, Osaka
Lecien Nagasaki Corporation		Kawadana-cho, Nagasaki
Lecien Ryuo Lace Co., Ltd.		Ryuo-cho, Shiga
Dalian Lecien Fashion Co., Ltd.		Dalian City, China
Haicheng Ludie Garment Co., Ltd.		Haicheng City, China
Lecien (Vietnam) Co, Ltd.		Ho Chi Minh City, Vietnam
Zhe Jiang Jiaxing Lecien Textile Co., Ltd.		Jiaxing City, China
Lecien Kanto Distribution Co., Ltd.		East Japan: Tatebayashi-shi, Gunma
		West Japan: Fushimi-ku, Kyoto
K.K. Karasuma Plaza		Nakagyo-ku, Kyoto
Lecien Business Service Co., Ltd.		Nakagyo-ku, Kyoto

(9)

Employees

(i)

Employees within Group

		Increase (Decrease) from the
Number of Employees		End of Previous Fiscal Year
1,314 [528]			145 [(128)]

(ii)

Employees of the Company

Number of

Increase (Decrease) from the

Average Years of

Employees

End of Prior Fiscal Year

Average Age

Service

186

1

[131]

[(23)]

39.3

14.8

(10)

Main Lender

(Millions of yen)

Name of Lender		Borrowed Amount
Bank of Tokyo-Mitsubishi UFJ, Ltd.		¥	1,255
Sumitomo Mitsui Banking Corporation			803
The Bank of Kyoto, Ltd.			350
The Shiga Bank, Ltd.			247
Nippon Life Insurance Company			200

(11)

Other Significant Matters Concerning Status of Group Business

Share Exchange to Make Lecien Corporation a Wholly Owned Subsidiary

          On May 8, 2009, our Board of Directors resolved to make the Lecien Corporation (the “Company”) a wholly owned subsidiary of Wacoal Holdings Corporation (“Wacoal Holdings”) through a share exchange (the “Share Exchange”) and a share exchange agreement was executed by and between the Company and Wacoal Holdings on the same day.

          Pursuant to the above agreement, the Company plans to obtain the approval of the ordinary general meeting of its shareholders to be held on June 26, 2009 on the Share Exchange, and undertake the Share Exchange effective as of August 17, 2009.

          By way of the Share Exchange, the Company has determined that the best possible way is to embark on a new growth path as a wholly owned subsidiary of Wacoal Holdings, rather than by itself.

(1) Outline of the wholly owning parent company in Share Exchange (as of March 31, 2009)
		(1) Trade Name:		Wacoal Holdings Corporation
		(2) Address of Head Office:		29 Nakajima-cho, Kisshoin, Minami-ku, Kyoto
		(3) Name of Representative:		Yoshikata Tsukamoto, Director and CEO
		(3) Capital Amount:		¥13,260 million
		(4) Total Assets (consolidated):		¥213,486 million
		(5) Net Assets (consolidated):		¥165,873 million
		(6) Business Description:		Manufacture and wholesale distribution of innerwear, outerwear, sportswear, other textile products and related goods, and direct selling of certain products.
(2) Schedule of the Share Exchange
		(1) Date of the ordinary general meeting of shareholders to approve of the Share Exchange:		June 26, 2009 (tentative)
		(2) Date of Delisting:		August 11, 2009 (tentative)
		(3) Date of the Share Exchange (Effective Date):		August 17, 2009 (tentative)

(3) Ratio of the Share Exchange:

          In the Share Exchange, for each share of the Company held by its shareholders, 0.065 shares of Wacoal Holdings’ stock will be allocated in exchange.

2.

STOCK INFORMATION

(1)		Total Number of Shares Authorized to be Issued:	80,000,000 shares
(2)		Total Number of Issued and Outstanding Shares:	32,376,025 shares
		(excluding the number of treasury stock, 880,750 shares)
(3)		Total Number of Shareholders:	5,808
(4)		Major Shareholders:

		Number of Shares Held by
Name of Shareholder		Shareholder
		(Thousands of shares)
Wacoal Holdings Corp.			1,408
Nippon Life Insurance Company			899
Michie Miyajima			589
Tokyo Marine & Nichido Fire Insurance Co., Ltd.			502
Lecien Employee Stock Ownership Plan			469
Sumitomo Mitsui Banking Corporation			415
The Bank of Kyoto, Ltd.			400
Naofumi Nomura			386
Urai Co., Ltd.			332
Mizuho Corporate Bank, Ltd.			305

3.		Matters Concerning Stock Acquisition Rights
(1)		Stock Acquisition Rights Granted to the Officers as Consideration for Duties Held by such Officers as of End of Fiscal Year Ended March 31, 2009
		None.
(2)		Stock Acquisition Rights Granted During the Fiscal Year ended March 31, 2009
		None.
(3)		Other Significant Matters Concerning Stock Acquisition Rights

          Stock Acquisition Rights issued pursuant to the provisions of the former Commercial Code of Japan:

          (Resolved at the 58th Ordinary General Meeting of Shareholders held on June 29, 2004)

	(i)		Number of stock acquisition rights: 800 (1,000 shares per stock acquisition right)
	(ii)		Class and number of shares represented by the stock acquisition rights: 800,000 shares of common stock
	(iii)		Status of stock acquisition rights held by Directors and Statutory Auditors:

						Number of
		Exercise				Stock		Number of
		Price				Acquisition		Eligible
Category		(per share)		Exercise Period		Rights		Recipients
Director		¥143		From July 1, 2006 until June 30, 2009		330		4
Statutory Auditor		¥143		From July 1, 2006 until June 30, 2009		60		3

4.		Officers
(1)		Directors and Auditors (as of March 31, 2009)

				Brief Personal History
				(including representation of
Name		Position		other companies, if any)
Naofumi Nomura		Director and President (Representative Director)		Director of Lecien Kanto Distribution Co., Ltd.
Yutaka Takahara		Senior Managing Director (Representative Director); Manager of Strategy Management Division		Director of Shanghai Lecien Co., Ltd.; Representative Director of Lecien U.S.A., Inc.
Yasuo Ashida		Managing Director		Director of Lecien Ryuo Lace Co., Ltd.
Akihide Ioka		Director		Representative Director and President of K.K. Karasuma Plaza; Representative Director and President of Lecien Business Service Co., Ltd.
Shigeru Matsushima		Statutory Auditor (Full-Time)
Kazuo Nomura		Statutory Auditor
Yukihiro Matsunaga		Statutory Auditor		Managing Partner of Kyoto Audit Corporation
Seigou Hirayama		Statutory Auditor		Managing Partner of Hirayama, Fukushima & Suzuki Law Firm

(2)		Remuneration and Other Compensation Paid to Directors and Statutory Auditors
		¥60,838 thousand for 4 Directors
		¥21,423 thousand for 4 Statutory Auditors (of which ¥6,000 thousand were for 2 Outside Statutory Auditors)

(3)

Matters Concerning Outside Statutory Auditors

	(i)		Interlocking Positions as Executive Directors in Other Companies
			None.
	(ii)		Interlocking Positions as Outside Officers in Other Companies

          Mr. Yukihiro Matsunaga concurrently holds a position at Watabe Wedding Corporation as an Outside Director.

          Mr. Seigou Hirayama concurrently holds positions at Ebara Corporation and Ebara Jitsugyo Co., Ltd. as an Outside Statutory Auditor.

	(iii)		Relationship with Specified Entities such as Major Business Partners
			None.
	(iv)		Main Activities of Outside Statutory Auditors during the Fiscal Year 2009

Category		Name		Main Activities
Statutory Auditor		Yukihiro Matsunaga		Mr. Matsunaga has attended the Board of Directors’ meeting 6 times out of 20 and attended the Board of Statutory Auditors’ meeting 6 times out of 7 during fiscal year 2009 and has given advice and expressed opinions on the management of the Company from professional perspective as a certified public accountant.
Statutory Auditor		Seigou Hirayama		Mr. Hirayama has attended the Board of Directors’ meeting 9 times out of 20 and attended the Board of Statutory Auditors’ meeting 6 times out of 7 during fiscal year 2009 and has expressed opinions on the management of the Company from professional perspective as an attorney-at-law.

5.		MATTERS CONCERNING ACCOUNTING AUDITORS
(1)		Name of Accounting Auditor
		Deloitte Touche Tohmatsu
(2)		Remuneration, etc.

		(i)		Amount of remuneration payable to the accounting auditor for this fiscal period:		¥39,000 thousand
		(ii)		Total amount of money and other property benefits to be paid to the accounting auditor by the Company and its subsidiaries:		¥40,200 thousand

(3)

Non-Audit Services

          We pay our accounting auditor fees incurred for advisory and supervisory services for internal controls related to financial reporting.

(4)

Policy on Determination of Dismissal and Non-Reappointment of Accounting Auditor

          If the Company deems that the above accounting auditor has come to fall under any of the items under Article 340, Paragraph 1 of the Corporate Law, the Board of Statutory Auditors will dismiss said accounting auditor with the consent of all Statutory Auditors. In such event, the Statutory Auditor appointed by the Board of Statutory Auditors will report on the dismissal and the reason thereof to the first general meeting of shareholders to be held after the dismissal.

6.

SYSTEM TO ENSURE APPROPRIATE BUSINESS CONDUCT

          Below is an outline of the system to ensure appropriate business conduct by the Company as resolved by the Board of Directors.

(1)

System to ensure that execution of duties by Directors and/or employees is in compliance with the laws or regulations and the Articles of Incorporation

	(i)		Directors will monitor and will mutually review the execution of duties by other Directors on the Board of Directors.
	(ii)		Anti-Corruption and Anti-Harassment Committee will take the initiative to thoroughly promote a code of ethics and compliance. Specifically, we will

review the Group’s General Business Processing Standard that was formulated in 2001, will establish Company’s charter on corporate behavior, rules on code of ethics, etc. and will ensure that all employees including the Directors of the Group are trained and awareness of these matters is raised.

(iii)

Directors, officers and employees shall not have any transactional or other relationship with antisocial forces or entity that pose a threat to the social order or security and shall firmly act against such forces or entity.

(2)

System Concerning the Storage and Management of Information Related to Execution of Duties by Directors

	(i)		We will appropriately save, manage and store material documents including minutes and financial information and any related materials concerning management decisions pursuant to the Document Management Rules.
	(ii)		Directors and Statutory Auditors shall have access to these documents as necessary.

(3)

Rules and Other Systems Concerning Loss and Risk Management

	(i)		We will make revisions to the Risk Management Manual, identify issues and establish a crisis response system.
	(ii)		Pursuant to the Risk Management Regulations, we will make efforts to build a company-wide risk management system.

(4)		System to Ensure Effective Execution of Duties by Directors We have formulated regulations on division of duties for each organization and stipulated regulations on administrative authority for Directors and other job titles. We will also review these regulations from time to time in accordance with any amendment or abolishment of laws or ordinances, or changes in the work environment in order to facilitate a highly effective execution of duties.
(5)		System to Ensure Appropriate Business Conduct within Group Companies
		For significant projects, we will prescribe the Management Rules for Affiliates that shall govern the reporting and discussion rules by the Group companies to the Company and will enhance appropriateness and efficiency of risk management and business activities across our Group.
(6)		System Concerning Assistants to Statutory Auditors and Matters Concerning Independence of such Assistants from Directors

	(i)		If Statutory Auditors request an assistant to assist their duties, we will allocate a full-time assistant as required.
	(ii)		In order to ensure independence of such assistant from Directors, the appointment and determination of matters concerning the authority over

personnel issues such as relocation of such assistant shall require the consent of a full-time Statutory Auditor.

(7)

Reporting System of Directors and Employees to the Statutory Auditors, other Reporting Systems and other Systems to Ensure Effective Audit by Statutory Auditors

	(i)		Directors and employees will report to the Statutory Auditors regarding the matters concerning the execution of their duties, at the request of the Statutory Auditors, and also the matters which may give significant impact on the credibility, business results etc. of the Company.
	(ii)		In addition to the Board of Directors’ meeting, the Statutory Auditors will attend any other material meeting.
	(iii)		Pursuant to the Audit Standards of the Statutory Auditors, the Statutory Auditors shall conduct a hearing to related Directors and employees as necessary from time to time and shall implement periodical audit at each sales office and business department.

(8)		System to Ensure Credibility of Financial Reporting
		In accordance with the Financial Instruments and Exchange Law and other applicable laws or ordinances, we will conduct continuous maintenance, operation and evaluation of the system in which the internal controls related to financial reporting is effective and appropriate and thereby will ensure the reliability and appropriateness of our financial reporting.

CONSOLIDATED BALANCE SHEET
As of March 31, 2009

(Thousands of yen)
Item		Amount				Item				Amount
ASSETS						LIABILITIES
Current Assets			6,126,230			Current Liabilities					5,393,149
Cash and bank deposits			450,417			Notes payable and accounts payable-trade					1,939,786
Notes receivable and accounts receivable-trade			3,764,695			Short-term loans					2,986,719
Finished goods inventory			1,440,175			Accrued corporate taxes, etc.					20,643
Work-in-progress inventory			122,070			Deferred tax liability					23,790
Materials and stored goods inventory			201,582			Accrued bonuses					16,800
Others			160,228			Reserve for sales returns					10,000
Reserve for loan losses			(12,939	)		Others					395,410
						Long-term Liabilities					508,285
Fixed Assets			4,521,651			Long-term debt					137,106
(Tangible fixed assets)			(2,731,070	)		Reserve for retirement benefit					95,287
Buildings and structures			1,272,528			Reserve for officers’ retirement benefit					84,100
Machinery and equipment			288,263			Negative goodwill					8,978
Land			1,015,469			Long-term accounts payable					174,139
Others			154,809			Others					8,674
						Total Liabilities					5,901,435
						NET ASSETS
(Intangible fixed assets)			(175,279	)		Shareholders’ Equity					4,760,563
Software, etc.			175,279			Capital Stock					4,106,800
						Additional paid-in capital					721,228
(Investments and other assets)			(1,615,301	)		Retained earnings					52,490
Investment securities			1,131,122			Treasury stock					(119,955	)
Security deposits			208,550			Difference of appreciation and conversion, etc.					(60,640	)
Investments			87,083			Unrealized gain on securities					(16,078	)
Others			196,389			Deferred gain on hedges					(14,834	)
Allowance for bad debts			(7,843	)		Foreign currency exchange adjustment					(29,728	)
						Minority Interests					46,523
						Total Net assets					4,746,446
Total Assets			10,647,881			Total Liabilities, Net assets					10,647,881

CONSOLIDATED INCOME STATEMENT
Year ended March 31, 2009

(Thousands of yen)
Item		Amount
Sales							17,013,288
Cost of sales							11,796,489
Gross profit							5,216,799
Selling, general and administrative expenses							5,231,132
Operating loss							14,333
Nonoperating income
Interest income			2,424
Dividend income			28,328
Amortization of negative goodwill			17,956
Miscellaneous income			50,849				99,558
Nonoperating expenses
Interest expense			67,810
Foreign exchange loss			94,570
Miscellaneous loss			46,103				208,484
Ordinary loss							123,259
Extraordinary gain
Gain on sales of long-term assets			9,054
Gain on sales of investment securities			4,500
Reversal of reserve for possible loan losses			8,658				22,213
Extraordinary loss
Loss on sales and disposals of long-term assets			1,528
Valuation loss on investment securities			55,524
Others			36,914				93,966
Loss before income taxes, equity in net loss of affiliated companies and minority interests							195,012
Income taxes, local taxes and corporation taxes			15,160
Deferred income taxes			60,600				75,760
Minority interests in loss of consolidated subsidiaries							10,337
Net loss							260,435

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Year ended March 31, 2009

		(Thousands of yen)
		Shareholders’ equity
																		Total
		Capital				Additional				Retained				Treasury				shareholders’
		stock				Paid-in Capital				Earnings				stock				equity
As of March 31, 2008			4,106,800				721,228				312,925				(119,543	)			5,021,411
Change during the fiscal year
Current net loss											(260,435	)							(260,435	)
Purchase of treasury stock															(412	)			(412	)
Change in items other than shareholders’ equity during the fiscal year (net amount)
Total change during the fiscal year			—				—				(260,435	)			(412	)			(260,847	)
As of March 31, 2009			4,106,800				721,228				52,490				(119,955	)			4,760,563

		(Thousands of yen)
		Difference of appreciation and conversion, etc.
										Foreign				Total difference
		Unrealized				Deferred gains				currency				of appreciation
		gains on				or losses on				exchange				and conversion,				Minority				Total Net
		securities				hedges				adjustment				etc.				Interests				assets
As of March 31, 2008			208,098				(353,495	)			54,835				(90,562	)			65,442				4,996,291
Change during the fiscal year
Current net loss																							(260,435	)
Purchase of treasury stock																							(412	)
Change in items other than shareholders’ equity during the fiscal year (net amount)			(224,176	)			338,661				(84,563	)			29,921				(18,918	)			11,002
Total change during the fiscal year			(224,176	)			338,661				(84,563	)			29,921				(18,918	)			(249,844	)
As of March 31, 2009			(16,078	)			(14,834	)			(29,728	)			(60,640	)			46,523				4,746,446

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(NOTES ON BASIC SIGNIFICANT MATTERS IN PREPARING CONSOLIDATED FINANCIAL STATEMENTS)

1.

Matters Regarding the Scope of Consolidation

	(1)		Number of consolidated subsidiaries: 8
			Major consolidated subsidiaries: Lecien Ryuo Lace Co., Ltd., Dalian Lecien Fashion Co., Ltd., Haicheng Ludie Garment Co., Ltd.,
	(2)		Major non-consolidated subsidiaries: Lecien Business Service Co., Ltd.
			(Reason for exclusion from consolidation)

     Companies are not consolidated if their total assets, total net sales, total net income (the equity portion) and total retained earnings (the equity portion) do not have a significant impact on the consolidated financial statements.

2.

Matters Regarding the Application of the Equity Method

	(1)		Number of affiliated companies accounted for by the equity method: 1
			Major affiliated companies: Rhinetex B.V. (The Netherlands)
	(2)		Major non-consolidated companies and affiliated companies not accounted for by the equity method: Lecien Business Service Co., Ltd.
			(Reason for exclusion from consolidation)

     Companies are not accounted for by the equity method if they do not have a significant impact on the current net profit or loss and consolidated retained earnings, etc., and are generally do not have a significant impact to the business overall.

3.

Matters Regarding the Fiscal Year, etc. of the Consolidated Subsidiaries

     The fiscal year end of Karasuma Plaza Co., Ltd. is January 31. In addition, the fiscal year end of four of the overseas subsidiaries is December 31, and differs from the fiscal year end. Necessary adjustments have been made to the financial statements of those consolidated subsidiaries to reflect any significant transactions made between the Company’s fiscal year end and those of the consolidated subsidiaries.

4.

Matters Regarding Standard of Accounting Procedure

(1)

Valuation standard and method of valuable assets

(i)

Investment securities

     Other securities

     ·With a marketable value

     Other securities with a fair market value are stated at market value based on the quoted market value as of the fiscal year end (Variances are all directly transferred to the net assets account, and cost of securities sold is determined by the moving-average method.).

     ·Without a marketable value

     Other securities without a fair market value are stated at cost determined by the moving-average method.

(ii)

Derivatives

     Derivatives are stated at cost based on the market value method.

(iii)

Inventories

     ·Goods and products

     The first-in first-out method was mainly used. For the amounts in the balance sheet, asset write-downs based on declining profitability was used.

     ·Supplies and raw materials

     The first-in first-out method was used. For the amounts in the balance sheet, asset write-downs based on declining profitability was used.

     ·Inventories

     The last-in first-out method was used.

     (Change of Accounting Policy)

     Effective from the current fiscal year, ‘Accounting Standard for Measurement of Inventories’ (ASBJ Statement No.9, July 5, 2006) was applied.

     This change does not have a significant impact on the profit or loss.

(2)

Depreciation Method of Significant Depreciable Assets

(i)

Tangible fixed assets

     Tangible fixed assets are depreciated based on the declining balance method; provided, however, that depreciation of buildings (excluding facilities) acquired after April 1, 1998, is based on the straight line method.

     Useful life of major items are as follows:

Buildings:		10 to 50 years
Machinery and equipment:		6 to 14 years

(ii)

Intangible Fixed Assets

     Intangible fixed assets are amortized based on the straight line method. For software used in-house, application of the straight line method is based on the in-house useful life (5 years).

(ii)

Leased Assets

          Finance lease transactions in which the ownership of the leased item is not transferred to the borrower:

     Finance lease transactions in which the ownership of the leased item is not transferred to the borrower and that commenced before the first year of application of the amendment to the Accounting Standard for Lease Transactions continue to be accounted for pursuant to accounting procedures based on the method according to an ordinary lease transaction.

(3)

Accounting Basis of Significant Reserves

(i)

Allowance for bad debts

          In order to provide for bad debt losses in accounts receivables; (a) general allowances are provided for using a rate determined by the default rate with respect to ordinary receivables, and (b) specific allowances determined by the financial valuation method are provided for with respect to doubtful long-term debts and loans to borrowers in bankruptcy or under reorganization.

(ii)

Accrued bonuses

          In order to provide bonuses to employees, accrued bonuses are reserved based on the anticipated amount to be paid.

(iii)

Allowances for returns

          In order to provide for losses on sales returns, the statutory limit on allowance pursuant to the Corporation Tax Act is recorded.

(iv)

Reserve for retirement benefits

          In order to prepare for retirement benefits for employees, the amount of retirement pay liabilities as of the end of the current fiscal year is recorded.

(v)

Reserve for retirement benefits to officers

          In order to prepare for retirement benefits for officers, an amount is reserved which would be required to be paid as if all officers voluntarily

terminated their services as of the fiscal year end based on the internal rules regarding the payment of retirement benefits.

(4)

Other basic significant matters in preparing consolidated financial statements

Accounting procedure for consumption taxes, etc.

          Accounting procedure for consumption tax, etc. is based on the tax-excluded method.

5.

Matters concerning valuation of assets and liabilities of consolidated subsidiaries

          Accounting procedure for valuation of assets and liabilities of consolidated subsidiaries is based on the fair market value method.

6.

Matters concerning amortization of negative goodwill

          Amortization of negative goodwill is based on a straight line amortization over five-years.

7.

Change of basic significant matters in preparing consolidated financial statements

(1)

Effective from the current fiscal year, the following were applied: “Accounting Standard for Lease Transactions” (ASBJ Statement of Financial Accounting Standards No.13, revised on March 30, 2007) and the “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16, revised on March 30, 2007).

This change does not have a significant impact on the profit or loss.

(2)

Effective from the current fiscal year, the following was applied: “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements” (ASBJ Practical Issues Task Force No.18, May 17, 2006).

This change does not have a significant impact on the profit or loss.

(NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS)

1.		Accumulated Depreciation of Tangible Fixed Assets:	¥3,561,543 thousand
2.		Assets provided as Collateral and Collateral-backed Debt

(1)

Collateralized Assets

Buildings		¥   442,813 thousand
Land		¥1,015,469 thousand

(2)

Secured debt

Short-term loans		¥2,786,719 thousand
Long-term debt		¥   137,106 thousand

3.

Loan commitment agreements

     In order to efficiently procure operating funds, the Company has entered into loan commitment contracts with three of its banks.

Aggregate amount of loan commitments		¥2,200,000 thousand
Outstanding balance of loans payable		¥1,700,000 thousand
Amount of balance		¥   500,000 thousand

(NOTES TO THE CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY)

1.

Matters concerning class and number of outstanding shares and treasury stock

(Unit: shares)

Number of

Number of shares

increase in

Number of

at end of

shares as of

decrease in

Number of shares

preceding fiscal

current fiscal

shares as of

at end of current

year

year

current fiscal year

fiscal year

Summary

Outstanding shares

Common stock

33,256,775

—

—

33,256,775

Treasury stock

Common shares

873,515

7,235

—

880,750

The increase in the number of treasury stock is due to requests for the purchase of shares not constituting 1 unit.

2.

Matters regarding distribution of dividends

(1)

Dividends paid

     Not applicable.

(2)

Dividends, of which the entitlement date was in the current fiscal year, and whose effective date will be in the next fiscal year

     Not applicable.

3.

Type and number of shares to be subject to stock acquisition rights (excluding shares subject to rights wherein the exercisable period has not yet commenced.)

Common stock		800,000 shares

(NOTES ON PER SHARE DATA)

1.		Net assets per share:	¥145.17
2.		Net income per share:	¥8.04

(NOTES ON SIGNIFICANT SUBSEQUENT EVENTS)

CONCLUSION OF SHARE EXCHANGE AGREEMENT BETWEEN THE COMPANY AND WACOAL HOLDINGS CORPORATION

          On May 8, 2009, our Board of Directors resolved to make Lecien Corporation (the “Company”) a wholly owned subsidiary of Wacoal Holdings Corporation (“Wacoal Holdings”) through a share exchange (the “Share Exchange”), and a share exchange agreement was executed by and between the Company and Wacoal Holdings on the same day.

          Pursuant to the above agreement, the Company plans to obtain the approval of the ordinary general meeting of its shareholders to be held on June 26, 2009 on the Share Exchange, and undertake the Share Exchange effective as of August 17, 2009.

          Through the Share Exchange, the Company has determined that the best possible way is to embark on a new growth path as a wholly owned subsidiary of Wacoal Holdings, rather than by itself.

(1) Outline of the wholly owned parent company pursuant to the Share Exchange (as of March 31, 2009)

(1)   Trading Name:		Wacoal Holdings Corporation
(2) Address of Head Office:		29 Nakajima-cho, Kisshoin, Minami-ku, Kyoto
(3) Name of Representative:		Yoshikata Tsukamoto, Director and CEO
(3) Capital Amount:		¥13,260 million
(4) Total Assets (consolidated):		¥213,486 million
(5) Net Assets (consolidated):		¥165,873 million
(6) Business Description:		Manufacture and wholesale distribution of innerwear, outerwear, sportswear, other textile products and related goods, and direct selling of certain products.

(2) Date of the Share Exchange

(1) Date of the ordinary general meeting of shareholders to approve the Share Exchange:		June 26, 2009 (tentative)
(2) Date of Delisting:		August 11, 2009 (tentative)
(3) Date of the Share Exchange (Effective Date):		August 17, 2009 (tentative)

(3) Ratio of the Share Exchange:

          In the Share Exchange, for each share of the Company held by its shareholders, 0.065 shares of Wacoal Holdings’ stock will be allocated in exchange.

NON-CONSOLIDATED BALANCE SHEET
As of March 31, 2009

(Thousands of yen)
Item		Amount				Item		Amount
ASSETS						LIABILITIES
Current Assets			5,807,553			Current Liabilities			5,370,658
Cash and bank deposits			261,119			Notes payable			246,238
Notes receivable			488,095			Accounts payable-trade			1,747,471
Accounts receivable-trade			3,584,516			Short-term loans			2,450,001
Finished goods inventory			1,339,466			Current portion of long-term debts			536,718
Prepayment cost			28,325			Accrued liabilities			228,736
Short-term loans for affiliated companies			1,129			Accrued expenses			1,821
Others			117,499			Accrued corporate taxes, etc.			19,692
Reserve for loan losses			(12,600	)		Deferred tax liabilities			23,790
						Accrued bonuses			4,500
						Reserve for sales returns			10,000
Fixed Assets			4,749,973			Others			101,688
(Tangible fixed assets)			(2,186,666	)		Fixed Liabilities			463,545
Buildings			1,009,694			Long-term debt			137,106
Structures			18,760			Reserve for retirement benefit			68,200
Automotive equipment			1,314			Reserve for officers’ retirement benefit			84,100
Machinery and equipment			141,427			Long-term accounts payable			174,139
Land			1,015,469			Total Liabilities			5,834,204
(Intangible fixed assets)			(173,064	)		Net Assets
Software, etc.			173,064			Shareholders’ Equity			4,754,234
						Capital Stock			4,106,800
						Additional paid-in capital			721,228
(Investments and other assets)			(2,390,241	)		Capital reserve			719,971
Investment securities			1,002,472			Other-additional paid-in capital			1,256
Shares of affiliated companies			128,650			Retained earnings			46,162
Investment in affiliated companies			530,002			Earned reserve			49,910
Long-term loans to affiliated companies			1,205,648			Other retained earnings			(3,748	)
Bankruptcy and reorganization claims, etc.			343			Earned surplus carried forward			(3,748	)
Security deposits			207,268			Treasury stock			(119,955	)
Others			127,600			Difference of appreciation and conversion, etc.			(30,912	)
Allowance for bad debts			(811,743	)		Other securities valuation adjustment			(16,078	)
						Deferred gains or losses on hedges			(14,834	)
						Total Net assets			4,723,322
Total Assets			10,557,526			Total Liabilities, Net assets			10,557,526

NON-CONSOLIDATED STATEMENT OF INCOME
Year ended March 31, 2009

(Thousands of yen)
Item		Amount
Sales							16,768,161
Cost of sales							11,674,410
Gross profit							5,093,751
Selling, general and administrative expenses							5,027,195
Operating profits							66,556
Nonoperating income
Interest income			26,901
Dividend income			28,328
Miscellaneous income			76,271				131,500
Nonoperating expenses
Interest expense			67,204
Foreign exchange loss			78,681
Miscellaneous loss			34,329				180,215
Current profits							17,841
Extraordinary gain
Gain on sales of investment securities			4,500
Reversal of reserve for possible loan losses			8,658				13,158
Extraordinary loss
Loss on sales and disposals of long-term assets			96
Valuation loss on investment securities			55,524
Valuation loss on investments in affiliated companies			75,081
Transfer to allowance for bad debts			98,400				229,101
Loss before taxes							198,102
Income taxes, local taxes and corporation taxes			12,500
Deferred income taxes			60,600				73,100
Net loss							271,202

NON-CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
Year ended March 31, 2009

(Thousands of yen)

		Shareholders’ equity
						Additional paid-in
						capital								Retained earnings
																		Other
																		retained
										Other								earnings
										additional								Profit								Total
		Capital				Capital				paid-in				Profit				brought				Treasury				shareholders’
		stock				reserve				capital				reserve				forward				stock				equity
As of March 31, 2008			4,106,800				719,971				1,256				49,910				267,453				(119,543	)			5,025,849
Change during the current fiscal year
Current net loss																			(271,202	)							(271,202	)
Purchase of treasury stock																							(412	)			(412	)
Change in items other than shareholders’ equity during the current fiscal year (net amount)
Total change during the fiscal year			—				—				—				—				(271,202	)			(412	)			(271,614	)
As of March 31, 2009			4,106,800				719,971				1,256				49,910				(3,748	)			(119,955	)			4,754,234

		Difference of appreciation and conversion, etc.
										Total difference of
		Unrealized holding				Deferred gains or				appreciation and
		gain on securities				losses on hedges				conversion, etc.				Total Net assets
As of March 31, 2008			208,098				(353,495	)			(145,397	)			4,880,451
Change during the fiscal year
Current net loss															(271,202	)
Purchase of treasury stock															(412	)
Change in items other than shareholders’ equity during the fiscal year (net amount)			(224,176	)			338,661				114,485				114,485
Total change during the fiscal year			(224,176	)			338,661				114,485				(157,128	)
As of March 31, 2009			(16,078	)			(14,834	)			(30,912	)			4,723,322

NOTES TO THE NON-CONSOLIDATED FINANCIAL STATEMENTS

(NOTES ON MATTERS RELATED TO SIGNIFICANT ACCOUNTING POLICIES)

1.		Valuation Standards and Method of Assets
(1)		Valuation standards and method of marketable securities

Stock of a subsidiary or affiliate

Stock of a subsidiary or affiliate is stated at cost based on the moving average method.

Other securities

·With market value

     Other securities with market value are stated using the market value method, based on market or other price on closing day as of the fiscal year end (variance in valuation of other securities is based on method of directly including all shareholders’ equity, and cost of sales is calculated based on the moving average method.).

·Without market value

     Securities without market value are stated at cost based on the moving average method.

(2)

Derivatives

Derivatives are stated at cost based on the market value method.

(3)

Inventories

·Products

     The first-in first-out method was mainly used. For the amounts in the balance sheet, asset write-downs based on declining profitability was used.

(Changes of Accounting Policies)

     Effective from the current fiscal year, the ‘Accounting Standard for Measurement of Inventories’ (ASBJ Statement No.9, July 5, 2006) was applied.

     This change does not have significant impact on the profit or loss.

2.

Depreciation Method of Fixed Assets

(1)

Depreciation method of tangible fixed assets

     Depreciation of tangible fixed assets is calculated based on the declining balance method; provided, however, that depreciation of buildings (excluding

facilities) acquired after April 1, 1998 is calculated based on the straight line method.

     Useful life of major items are as follows:

Buildings               10 to 50 years

(2)

Amortization method of intangible fixed assets

     Intangible fixed assets are amortized based on the straight line method. For software used in-house, application of the straight line method is based on the in-house useful life (5 years).

(3)

Leased assets

          Finance lease transactions in which the ownership of the leased item is not transferred to the borrower:

          Finance lease transactions in which the ownership of the leased item is not transferred to the borrower and that commenced before the first year of application of the amendment to the Accounting Standard for Lease Transactions continue to be accounted for pursuant to accounting procedures based on the method according to an ordinary lease transaction.

3.

Accounting Basis of Reserves

(i)

Allowance for bad debts

     In order to provide for bad debt losses in accounts receivables; (a) general allowances are provided for using a rate determined by the default rate with respect to ordinary receivables, and (b) specific allowances determined by the financial valuation method are provided for with respect to doubtful long-term debts and loans to borrowers in bankruptcy or under reorganization.

(ii)

Accrued bonuses

     In order to provide bonuses to employees, accrued bonuses are reserved based on the anticipated amount to be paid.

(iii)

Allowances for returns

     In order to provide for losses on sales returns, the statutory limit on allowance pursuant to the Corporation Tax Act is recorded.

(iv)

Reserve for retirement benefits

     In order to prepare for retirement benefits for employees, the amount of retirement pay liabilities as of the end of the current fiscal year is recorded.

(v)

Reserve for retirement benefits to officers

     In order to prepare for retirement benefits for officers, an amount is reserved which would be required to be paid as if all officers voluntarily terminated their services as of the fiscal year end based on the internal rules regarding the payment of retirement benefits.

4.

Other Basic Significant Matters in Preparing Financial Statements

Accounting procedure for consumption taxes, etc.

Accounting procedure for consumption tax, etc. is based on the tax-excluded method.

5.

(Significant Change of Accounting Policies)

     Effective from the current fiscal year, the following were applied: “Accounting Standard for Lease Transactions” (ASBJ Statement of Financial Accounting Standards No.13, revised on March 30, 2007) and the “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16, revised on March 30, 2007).

     This change does not have a significant impact on the profit or loss.

(NOTES TO THE BALANCE SHEET)

1.		Accumulated depreciation in tangible fixed assets:		¥2,718,243 thousand
2.		Receivables from affiliates:
		Short-term receivables:		¥  419, 980 thousand
		Long-term receivables:		¥1,205,648 thousand
		Short-term payables to affiliates:		¥   197,360 thousand
3.		Assets provided as collateral and collateral-backed debt
		(i) Collateralized Assets
		Buildings		¥   442,813 thousand
		Land		¥1,015,469 thousand
		(ii) Secured debt
		Short-term loans		¥2,450,001 thousand
		Current portion of long-term debt		¥   336,718 thousand
		Long-term debt		¥   137,106 thousand
4.		Loan commitment agreements

In order to efficiently procure operating funds, the Company has entered into loan commitment contracts with three of its banks.

Aggregate amount of loan commitments		¥2,200,000 thousand
Outstanding balance of loans payable		¥1,700,000 thousand
Amount of balance		¥   500,000 thousand

(Note)		The above loan commitment contract and the syndicate loan agreement concluded on September 7, 2004 (Principal of loan: ¥200,000 thousand) contain financial covenants warranting that the net asset amount of the consolidated financial statement as of the end of each fiscal end is more than a prescribed, and the current net profit is also more than a prescribed amount.

5.

Guarantee of Liabilities

     The Company has guaranteed the liabilities of the lease obligations of the following affiliate:

Lecien Ryuo Lace Co., Ltd.:		¥   134,816 thousand

(NOTES TO THE STATEMENT OF INCOME)

Transactions with affiliates
·Operating transactions:
Sales:		¥     62,307 thousand
Purchases:		¥1,694,166 thousand
·Non-operating transactions:		¥   404,035 thousand

(NOTES TO THE STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY)

1.

Matters concerning class and number of treasury stock

(Unit: shares)

Number of shares at

Number of increase

Number of decrease

Number of shares at

end of preceding

in shares as of

in shares as of

end of current

fiscal year

current fiscal year

current fiscal year

fiscal year

Summary

Treasury stock Common shares

873,515

7,235

—

880,750

     The increase in the number of treasury stock is due to requests for the purchase of shares not constituting 1 unit.

(NOTES ON TAX EFFECT)

1.

Breakdown of deferred tax assets and deferred tax liabilities

	(Thousands of yen)
·Current
Deferred tax assets
Products and goods		¥	70,700
Others			27,476
Sub-total of deferred tax asset			98,176
Valuation allowance			(98,176	)
Total deferred tax asset			—
Deferred tax liability
Deferred gain and loss on hedges			23,790
Total deferred tax liability			23,790
Total net deferred tax liability			23,790
	(Thousands of yen)
·Fixed
Fixed deferred tax liabilities
Loss carried forward		¥	440,984
Reserve for possible loan losses			326,817
Reserve for retirement benefit			27,552
Reserve for officers’ retirement benefit			33,976
Loss on valuation of shares of affiliates			152,998
Loss due to impairment			83,375
Others			78,406
Sub-total of deferred tax assets			1,144,111
Valuation allowance			(1,144,111	)
Total net deferred tax asset			—

2.

Breakdown of the primary items accounting for the differences between the normal effective statutory tax rate and the burden rate of corporation taxes, etc. after deferred tax rate accounting

Normal effective statutory tax rate			40.4	%
(Adjustment)
Entertainment expenses, etc. permanently non-deductible items			(5.4	%)
Dividends income, etc.
Items permanently not qualifying as gross revenue			2.1	%
Local tax on a per capita basis			(6.3	%)
Fluctuation of valuation allowance			(68.2	%)
Others			0.5	%
Burden rate of corporation taxes, etc. after deferred tax rate accounting			(36.9	%)

(NOTES ON FIXED ASSETS USED FOR LEASE)

Finance lease transactions except for ones in which the ownership of the leased item is acknowledged to be transferred to the borrower: