UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission File Number: 000-11743

WACOAL HOLDINGS CORP.

(Translation of registrant’s name into English)

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

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

Form 20-F þ     Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

     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.

Yes o     No þ

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

 

 

Information furnished on this form:

EXHIBIT INDEX

Exhibit		Date		Description of Exhibit
1		June 4, 2010		Notice of the 62nd Ordinary General Meeting of Shareholders to Be Held in Kyoto, Japan on June 29, 2010

SIGNATURES

     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: June 7, 2010

EXHIBIT 1

NOTICE OF THE 62ND ORDINARY GENERAL MEETING

OF SHAREHOLDERS

TO BE HELD IN KYOTO, JAPAN ON JUNE 29, 2010

(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.)

WACOAL HOLDINGS CORP.

KYOTO, JAPAN

Code Number: 3591

June 4, 2010

TO OUR SHAREHOLDERS

WACOAL HOLDINGS CORP.
29, Nakajima-cho
Kisshoin, Minami-ku
Kyoto 601-8530, Japan

Yoshikata Tsukamoto
Representative Director

Notice of the 62nd Ordinary General Meeting of Shareholders

     This is to inform you that the Company’s 62nd 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 JUNE 28, 2010 (MONDAY) at 5:30 p.m.

Particulars

1.		Date:		Tuesday, June 29, 2010 at 10:00 a.m.
2.		Place:		The hall on the 10th floor of the Head Office of Wacoal Holdings Corp., located at 29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto, Japan (on the west side of Nishi-Oji Station on the JR line)
				(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 62nd fiscal year from April 1, 2009 through March 31, 2010 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 62nd fiscal year from April 1, 2009 through March 31, 2010

Matters to be resolved:

Agenda Item No. 1:		Election of Seven Directors
Agenda Item No. 2:		Election of One Statutory Auditor
Agenda Item No. 3:		Payment of Officers’ Bonuses

4.		Exercise of Voting Right
(1)		Exercise of Voting Right by Proxy
		If you are not able to attend the meeting, you can still exercise your voting right by appointing another shareholder who has a voting right to represent you at the meeting. Please note that such shareholder will be required to submit a document which certifies such appointment.
(2)		Amendments to the Supplementary Schedules and Reference Materials
		Please note that any amendments to the supplementary schedules or the reference materials will be posted and announced on the Company’s website (http://www.wacoalholdings.jp/).

* * * * * * * * * *

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

SUPPLEMENTARY SCHEDULES ON MATTERS TO BE REPORTED

BUSINESS REPORT

For the period from April 1, 2009 through March 31, 2010

1.		STATUS OF GROUP BUSINESS

(1)

Business Developments and Results

(a)

Summary of Operations

During the fiscal year ended March 31, 2010 (fiscal 2010), the Japanese economy continued to remain severe as a result of a continued deterioration in employment and consumer spending levels due to the economic slowdown caused by the worldwide financial crisis, despite signs of a partial economic recovery. In the Japanese domestic market, business results across many sectors including department stores and mass merchandisers remained severe as a result of an increase in cost conscious consumers exercising cautious spending habits. Particularly, the women’s fashion and clothing industry remained severe except for certain products despite the launch of lower-priced products in response to changes in consumer preference.

(i)

Wacoal Corporation

		(Wholesale Business)
		Overall sales of our core innerwear products for women, the Wacoal and Wing brands, were weak. Outside our innerwear products, the wellness business, which sells sports-related products and leggings and footwear products, performed strongly, driven by the increasing health-consciousness of consumers.
		(Specialty Retail Store (SPA) Business)
		While sales of our direct retail stores, AMPHI, remained at the same level as the previous fiscal year, sales of our Wacoal Factory Store, which is located in outlet malls performed favorably. As a result, overall sales increased compared to the previous fiscal year.
		(Catalog Sales and Online Sales Business)
		Although our catalog sales fell from the previous fiscal year, online sales performed strongly. Therefore, overall sales rose compared to the previous fiscal year.
		As a result of the aforementioned factors, although sales of sports-related products performed strongly, the overall sales of Wacoal Corp. were below the results from the previous fiscal year due to the weak performance of the innerwear products of our core Wacoal and Wing brand products. Despite our efforts to improve our gross margin ratio and cut costs, our operating income was below the results from the previous fiscal year as a result of a significant decrease in sales.

(ii)

Peach John Co., Ltd.

Overall sales were less than the previous fiscal year due to a low order volume from catalogs and poor sales of domestic direct retail stores. Although we made efforts to cut costs by reducing the number of catalog issues and advertisements in public transportation, operating income fell below the results from the previous fiscal year as a result of a decline in sales.

(iii)

Lecien Corporation

With respect to the business of Lecien Corporation (“Lecien”), which focuses on our core innerwear and outerwear products and which became a wholly owned subsidiary of Wacoal Holdings Corp. as a result of a stock exchange on August 17, 2009, sales as well as the profits from Lecian were below the results from the previous fiscal year as a result of poor performance of the innerwear and outerwear products in the mass merchandiser market and an active implementation of liquidating underperforming business. Although Lecien’s fiscal year is from April 1, 2009 until March 31, 2010, the financial results of Lecien have been consolidated from August 2009 in the financial results for the fiscal year ended March 31, 2010.

(iv)

Overseas

		Sales and profits in the United States (for the period from January 2009 to December 2009) were below the results from the previous fiscal year due to the poor performance at upscale department stores, which is where our products are mainly sold in the United States, as a result of the deteriorating economy and weak consumer spending and the termination of our manufacturing and distribution license of Donna Karan products during the previous fiscal year. In China, where we are actively expanding our business, although the sales exceeded the results from the previous fiscal year, slight amount of operating loss was recorded due to an increase in selling expenses.
		As a result of these factors, sales for fiscal year 2010 were 163,297 million yen, a 5.2% decrease from the previous fiscal year. Our operating income was 3,810 million yen, a 62.4% decrease from the previous fiscal year. Our pre-tax net income for fiscal year 2010 was 3,123 million yen, a 59.1% decrease from the previous fiscal year, and net income attributable to Wacoal shareholders was 2,524 million yen, a 51.7% decrease from the previous fiscal year.
		Summary of operations by business segment of the Group is as follows.

(i)

Wacoal business (domestic)

In Wacoal Corp.’s Wacoal brand business, although the Ribbon Bra, our new product from campaign brassiere LALAN, which was launched in January 2010 and gained strong support from our consumers for its functionality and design with sales largely exceeding the results from the previous fiscal year, overall sales of core brassieres were below the results from the previous fiscal year due to the weak performance of most of the other brassieres. Although we launched new products every season from our new functionality underwear Style Science series, mainly Cross-Walker, sales of such new products were below the results from the previous fiscal year. With respect to Sugoi

		products, our seasonal undergarment, although our summer products showed strong performance, overall sales were below the results from the previous fiscal year due to the poor performance of our traditional autumn and winter products which were affected by an increased competition from products sold by our competitors, although our new outer wear type Sugo-T achieved sales as planned. While sales of our high value-added brand, Gra-P, targeted at senior consumers, exceeded the results from previous fiscal year, sales of Parfage, our brand sold at department stores, were below the results from the previous fiscal year. Because the sales of our innerwear products have generally remained weak, the overall sales of our Wacoal brand business were below the results from the previous fiscal year.
		In our Wing brand business, although sales of some of our campaign brassiere continued as planned, sales of other brassiere and Style Science products performed poorly. Similar to the Wacoal brand business, sales of our undergarments were largely affected by private-labeled brand products sold by clothing specialty stores and the products sold by our competitors, and were below the results from the previous fiscal year. The overall results of our men’s innerwear products, which achieved significant sales growth during the previous fiscal year as a result of an increase in new store openings, exceeded the results from the previous fiscal year due to the favorable performance of our Cross-Walker products that were mainly sold at mass merchandisers under the BROS brand, although sales of DAMS sold at department stores were below the results from the previous fiscal year. The overall sales of our Wing brand business were, however, below the results from the previous fiscal year due to the poor performance of our core products for women.
		In our specialty retail store (SPA) business, we focused on our direct retail store AMPHI, but although the number of customers and sales volume increased as a result of price reductions, the amounts spent per customer were less. On the other hand, sales of our Wacoal Factory Store, which is located in outlet malls, exceeded the results from the previous fiscal year due to the favorable performance of existing stores, and as a result, overall sales of our specialty retail store business exceeded the results from the previous fiscal year. In this business, we are currently implementing measures focusing on the improvement of profitability and as part of such measures, we have been taking initiatives to organize our various shop brands and consolidate AMPHI as a “master shop brand” from the fiscal year ended March 31, 2010. As a result, we expect improved efficiency in brand investment and brand recognition by consumers. Although the sales from existing shops were below the results from previous fiscal year due to a decrease in the number of customers visiting our shops in commercial facilities, overall sales from Une Nana Cool Corp. (a subsidiary of Wacoal Corp., that engages in the specialty retail store business) remained unchanged from the results from the previous fiscal year due to new store openings.
		In our wellness business, with the stronger consumer health concerns, we achieved strong performance in the sales of sports-related products including; our new sports tights products from our CW-X sports conditioning wear brand, and Jyuryu, our highly functional wear for golf and running which we are advertising with a famous young Japanese professional golfer, Ryo Ishikawa, as our model. With the aim of further recognition of our CW-X brand, we opened our first direct retail store in January 2010 and two additional shops in February, and as a result, sales exceeded our expectations. With respect to our leggings and footwear products, sales of our body styling wear Style

		Cover and our business footwear, Success Walk, which focuses on fashionability and functionality showed strong performance. As a result, overall sales from our wellness business exceeded the results from the previous fiscal year.
		In our catalog sales business, although the number of purchasers of our catalog sales remained the same as the previous fiscal year, the amounts spent per customer were less and sales fell below the results from the previous fiscal year. In the meantime, although the amounts spent per customer remained unchanged from the previous fiscal year, the number of purchasers and sales from our online Wacoal Web Store exceeded the results from the previous fiscal year as a result of expanding the category of products and an implementation of active internet advertisements. As a result, the overall sales from our catalog sales business exceeded the results from the previous fiscal year.
		As a result, total domestic sales of Wacoal were 113,929 million yen, an 8.3% decrease from the previous fiscal year, and operating income was 4,542 million yen.

(ii)

Peach John business

		With respect to Peach John Co., Ltd. (“Peach John”) (for the period from March 2009 to February 2010), mail-order sales from our seasonal catalogs were all below the results from the previous fiscal year due to a weak number of catalog orders. In addition, sales from our direct retail stores fell below the results from the previous fiscal year due to the poor performance of the existing shops. As a result, the overall sales of Peach John business were below the results from the previous fiscal year. Although we made efforts to cut costs by reducing the number of catalog issues and advertisements in public transportation, operating income fell below the results from the previous fiscal year as a result of a decline in sales. Since the fiscal year ended March 31, 2008 during which Peach John became our wholly owned subsidiary, the catalog customer list has been recorded as intangible fixed asset and depreciated on a fixed amount method over a period of seven years.
		As a result, for the Peach John business as a whole, sales were 13,224 million yen, an 11.2% decrease compared to the previous fiscal year, and operating loss was 1,325 million yen.

(iii)

Wacoal business (overseas)

Overall sales in the United States (for the period from January 2009 to December 2009) were below the results from the previous fiscal year due to the poor performance at upscale department stores, which is where our products are mainly sold in the United States, as a result of the deteriorating economy and weak consumer spending and the termination of our manufacturing and distribution license of Donna Karan (DKI, DKNY) products during the previous fiscal year. Sales of Wacoal Luxe products were below the results from the previous fiscal year as a result of weak performance of the high-priced products sold at the high-end department stores. On the other hand, sales of b.tempt’d by Wacoal, our sexy and fashionable brand launched in the beginning of the fiscal year ended March 31, 2010, exceeded our initial expectations and was well received by our business partners and customers. In addition, sales of our new reasonably-priced brassiere and functional bottom products showed strong performance. Although our operating income was below the results from the previous fiscal year as a result of a decrease in

		sales, the operating income margin improved because the losses related to the Donna Karan brand products in the previous fiscal year did not continue into the fiscal year ended March 31, 2010 and the cost cutting efforts ended in success. In addition to the aforementioned poor sales and a decrease in profits, our consolidated results were affected by the strength of the yen. The exchange rate in the fiscal year ended March 31, 2010 was 92 yen per dollar (compared to 102 yen per dollar for the previous fiscal year).
		As for our business in China (for the period from January 2009 to December 2009), we have been successful in gradually expanding business in our existing shops (mainly in the department store channel), by developing a three-brand system that includes our core Wacoal brand, our youth-oriented brand, Amphi, and our high value-added brand, Salute. From August 2009, we have been developing a new campaign featuring the famous Chinese actress, Li Xiao Ran for the purpose of improving brand recognition by Chinese consumers and achieving sales expansion. As a result, although the overall sales from our business in China exceeded the results from the previous fiscal year, slight amount of operating loss was recorded due to an increase in selling expenditure.
		As a result, overall sales for the Wacoal business (overseas) were 18,899 million yen, a 15.3% decrease from the previous fiscal year, and operating income was 1,330 million yen.

(iv)

Other

		With respect to the business of Lecien Corporation (“Lecien”), which focuses on our core innerwear and outerwear products and which became a wholly owned subsidiary of Wacoal Holdings Corp. as a result of a stock exchange on August 17, 2009, sales were below the results from the previous fiscal year due to the severe market condition for mass merchandisers in our core sales channels. Sales from the Art/Hobby business, which handles embroidery thread and fabrics for handicrafts, remained unchanged from the results from the previous fiscal year mainly due to steady performance of the sales of domestically-made printing fabrics. However, overall sales as well as the profits from Lecian were below the results from the previous fiscal year as a result of poor performance of the core product business and an active implementation of liquidating underperforming business.
		Sales from Nanasai Co., Ltd. were below the results from previous fiscal year. This was due to a decrease in the number of orders received, triggered by postponement, cancellation or scaling down of new renovation plans resulting from investment cutbacks by major customers including department stores, due to the economic slowdown. We made efforts to enforce profitability through a thorough reduction of costs, but profitability was lower as compared to the previous fiscal year due to a decrease in sales and decline in profit margins due to severe competition among competitors in competitive biddings.
		As a result, overall sales of the “Other” segment were 17,245 million yen, a 59.2% increase from the previous fiscal year, and operating loss was 737 million yen.

Segment Information by Type of Business

		(Millions of yen)
		Wacoal								Wacoal
		business				Peach John				business
		(domestic)				business				(overseas)				Other				Total
Sales		¥	113,929			¥	13,224			¥	18,899			¥	17,245			¥	163,297
Percentage change from the previous year			91.7	%			88.8	%			84.7	%			159.2	%			94.8	%

(b)

Financing

The Company did not engage in any financing through the issuance of common stock or bonds during this fiscal year.

(c)

Capital Expenditures

The total amount of capital expenditures during fiscal year 2010 was 5,753 million yen, including that for the construction of new office building for Kyushu Wacoal Manufacturing Corp. and Hokuriku Wacoal Sewing Corp., information system investments incurred by our domestic subsidiaries, and expenditures for the maintenance and repair of various buildings.

(2)

Changes in State of Assets and Profit and Loss

(i)

Changes in Results of Operations and State of Assets of the Group

		(Millions of yen, except per share amounts)
		Fiscal year ended/as of March 31,
		2007				2008				2009				2010
Net sales		¥	166,410			¥	165,761			¥	172,276				163,297
Operating income			12,896				13,540				10,129				3,810
Net income attributable to Wacoal shareholders			9,029				4,966				5,230				2,524
Net income per share attributable to Wacoal shareholders (yen)			63.18				35.14				36.75				17.86
Total assets			250,266				241,619				213,486				223,387
Total shareholders’ equity			193,278				185,113				165,873				171,630
Shareholders’ equity per share (yen)			1,374.89				1,291.41				1,181.00				1,215.52

(ii)

Changes in Results of Operations and State of Assets of the Company

		(Millions of yen, except per share amounts)
		Fiscal year ended/as of March 31,
		2007				2008				2009				2010
Operating income		¥	6,005			¥	10,863			¥	6,171				6,968
Ordinary income			2,132				6,937				2,093				3,106
Net income			1,516				2,123				1,262				2,887
Net income per share (yen)			10.60				15.02				8.87				20.39
Total assets			150,325				150,081				146,127				146,898
Net assets			145,434				147,562				141,537				142,459
Net assets per share (yen)			1,034.56				1,029.44				1,007.35				1,006.55

(3)

Business Strategies

     While our core domestic sales channels (department stores, mass merchandisers and specialty stores) remain weak, our sales channels strategies that are based on consumer behavior have become a big challenge for our group. In addition, there is an urgent need to reform the profitability structure because the current business structure of the innerwear wholesale business is not suitable to respond to a drastic change in business scale. We will also need to build a system which can accurately respond to the change in the consumer needs (as seen in the price reduction in low-price, high volume products) by drawing on our group’s collective strength.

     Under such environment, we will actively make investments to the new business lines which may generate additional sales as may be necessary. Among other things, we consider our overseas innerwear business as our group’s biggest growth engine and we believe it will be a very important challenge for the group to develop a business which focuses on building brands and cultivates business expansion, as well as strategic business alliances.

     Your continued support and cooperation will be greatly appreciated.

(4)

Main Businesses

Business Segment		Description of business
WACOAL BUSINESS (DOMESTIC)		Manufacture and wholesale of intimate apparel (particularly, foundation garments, lingerie, and sleeper for women’s and children’s underwear), outerwear, sportswear, hosiery and other textiles and related products, and direct sale to consumers of a portion of the products
PEACH JOHN BUSINESS		Manufacture and wholesale of intimate apparel (particularly, foundation garments, lingerie, and sleeper for women’s and children’s underwear), outerwear and other textiles and related products, and direct sale to consumers of a portion of the products
WACOAL BUSINESS (OVERSEAS)		Manufacture and wholesale of intimate apparel (particularly, foundation garments, lingerie, and sleeper for women’s and children’s underwear), outerwear, sportswear, hosiery and other textiles and related products, and direct sale to consumers of a portion of the products
OTHER		Manufacture and wholesale of intimate apparel (particularly, foundation garments, lingerie, and sleeper for women’s and children’s underwear), outerwear and other textiles and related products, manufacture and sale of mannequins, and interior design and construction work of stores and real estate business

(5)

Main Sales Offices and Factories

	(a)		Main Sales Offices and Factories of the Company
			Head Office (Kyoto)
	(b)		Main Sales Offices and Factories of Subsidiaries
			Wacoal Corp. (Kyoto), Peach John Co., Ltd. (Tokyo), Lecien Corp. (Kyoto), Kyushu Wacoal Manufacturing Corp. (Nagasaki), Nanasai Co., Ltd. (Kyoto), Torica Inc. (Osaka), Wacoal International Corp. (U.S.), Wacoal America, Inc., Wacoal France S.A., Wacoal International Hong Kong Co., Ltd., Wacoal Hong Kong Co., Ltd., Wacoal Investment Co., Ltd. (Taiwan), Wacoal China Co., Ltd.

(6)

Employees

(i)

Employees within Group

				Increase (Decrease) from the
Name of Business Segment		Number of Employees		End of Prior Fiscal Year
Wacoal Business (Domestic)		7,453		(18)
Peach John Business		467		71
Wacoal Business (Overseas)		6,277		4
Other		1,417		1,081
Total		15,614		1,138

(ii)

Employees of the Company

Number of		Increase (Decrease) from								Average Years of
Employees		the End of Prior Fiscal Year				Average Age				Service
69			(8	)			47.0				22.8

(7)

Principal Subsidiaries

								Shareholding
Name of Company		Location		Stated Capital				Ratio				Main Business		Remarks
				(Millions of yen)
Wacoal Corp.		Minami-ku, Kyoto		¥	5,000				100.0	%		Manufacture and sale of garments
Peach John Co., Ltd.		Shibuya-ku, Tokyo			90				100.0	%		Sale of garments
Lecien Corp.		Nakagyo-ku, Kyoto			90				100.0	%		Manufacture and sale of garments and other textile-related products
Nanasai Co., Ltd.		Ukyo-ku, Kyoto			498				82.1	%		Manufacture and sale of mannequins and display fixtures; interior design and construction work of stores
				(Thousands of
				U.S. dollars)
Wacoal International Corp.		NY, U.S.A.		$	20,000				100.0	%		Investment in US subsidiaries			*1
Wacoal America, Inc.		NY, U.S.A.			2,062				100.0	%		Manufacture and sale of garments			*2

2.		STOCK INFORMATION

(1)		Total Number of Shares Authorized to be Issued:	500,000,000 shares
(2)		Total Number of Issued and Outstanding Shares:	143,378,085 shares
(3)		Total Number of Shares Held as Treasury Stock:	1,949,739 shares
(4)		Total Number of Shareholders as of the End of this Fiscal Year:	15,356
(5)		Major Shareholders (Top 10):

		Number of Shares Held by
Name of Shareholder		Shareholder				Shareholding Ratio
		(Thousands of shares)				(%)
The Bank of New York Mellon Corporation as depositary bank for depositary receipt holders			16,713				11.81
The Bank of Tokyo-Mitsubishi UFJ, Ltd.			7,006				4.95
Meiji Yasuda Life Insurance Company			6,999				4.94
Mika Noguchi			6,701				4.73
Nippon Life Insurance Company			5,518				3.90
The Bank of Kyoto, Ltd.			4,705				3.32
The Dai-ichi Mutual Life Insurance Company			3,912				2.76
The Shiga Bank, Ltd.			3,646				2.57
Japan Trustee Services Bank, Ltd. (Trust Account)			3,326				2.35
Mitsubishi UFJ Trust and Banking Corporation			3,050				2.15

3.		Matters Concerning Stock Acquisition Rights

(1)

Stock Acquisition Rights Held by the Directors as of End of Fiscal Year Ended March 31, 2010

		First Stock Acquisition Rights		Third Stock Acquisition Rights
		(resolved at the Board of		(resolved at the Board of
		Directors’ Meeting held on		Directors’ Meeting held on
Date of Resolution:		July 30, 2008)		July 30, 2009)
Number of stock acquisition rights:		36 (4 Directors)		35 (4 Directors)
Class of shares represented by stock acquisition rights:		common stock		common stock
Number of shares represented by stock acquisition rights:		36,000 shares (1,000 shares per one stock acquisition right)		35,000 shares (1,000 shares per one stock acquisition right)
Amount to be paid upon exercise of stock acquisition rights:		one (1) yen per share		one (1) yen per share
Exercise period:		From September 2, 2008 until September 1, 2028		From September 2, 2009 until September 1, 2029
Eligible recipients:		Directors of the Company (excluding Outside Directors)		Directors of the Company (excluding Outside Directors)

(2)

Stock Acquisition Rights Granted to Officers of Subsidiaries During the Fiscal Year ended March 31, 2010

		Fourth Stock Acquisition Rights
		(resolved at the Board of Directors’
Date of Resolution:		Meeting held on July 30, 2009)
Number of stock acquisition rights:		14 (4 Directors)
Class of shares represented by stock acquisition rights:		common stock
Number of shares represented by stock acquisition rights:		14,000 shares (1,000 shares per one stock acquisition right)
Amount to be paid upon exercise of stock acquisition rights:		one (1) yen per share
Exercise period:		From September 2, 2009 until September 1, 2029
Eligible recipients:		Directors of Wacoal Corp.

4.		Officers

(1)

Directors and Auditors (as of March 31, 2010)

				Responsibility and significant
Position		Name		concurrent positions		Remarks
Representative Director		Yoshikata Tsukamoto		Representative Director and President, Corporate Officer of Wacoal Corp.; Director and Chairman of Wacoal International Corp.; Director and Chairman of Wacoal America Inc.
Director and Vice President		Shoichi Suezawa		President and Director of Wacoal Investment Co., Ltd. (Taiwan)
Director and Vice President		Hideo Kawanaka		Director, Vice President and Corporate Officer of Wacoal Corp.
Director		Tadashi Yamamoto		Director, Senior Corporate Officer of Wacoal Corp.; President and Director of Wacoal China Co., Ltd.
Director		Kazuo Inamori		Chairman Emeritus of Kyocera Corporation; Honorary Adviser of KDDI Corporation; Chairman of Japan Airlines Corporation		*1
Director		Mamoru Ozaki		Advisor to Yazaki Corporation; Outside Director of Fuji Kyuko Co. Ltd.; Outside Director of Kikkoman Corporation		*1
Director		Atsushi Horiba		Representative Director, President and Chairman of HORIBA, Ltd.		*1
Statutory Auditor (Full-Time)		Kimiaki Shiraishi		Statutory Auditor of Wacoal Corp.
Statutory Auditor (Full-Time)		Yoshio Kawashima				*2
Statutory Auditor		Yutaka Hasegawa		Outside Statutory Auditor of The Hyakugo Bank, Ltd.		*3
Statutory Auditor		Tomoharu Kuda				Certified Public Accountant *3, *4
Statutory Auditor		Yoko Takemura				Attorney-at-Law *3

(2)		Remunerations and Other Compensations Paid to Directors and Statutory Auditors
		¥263 million for 8 Directors (of which ¥27 million were for 3 Outside Directors)
		¥54 million for 5 Statutory Auditors (of which ¥21 million were for 3 Outside Statutory Auditors)

(3)

Main Activities of Outside Directors and Outside Statutory Auditors

Category		Name		Main Activities
Director		Kazuo Inamori		Mr. Inamori has attended the Board of Directors’ meeting 9 times out of 14 held during fiscal year 2010 and has expressed his opinions on the proposals and/or discussions based on his comprehensive knowledge of overall management.
Director		Mamoru Ozaki		Mr. Ozaki has attended the Board of Directors’ meeting 13 times out of 14 held during fiscal year 2010 and has expressed his opinions on the proposals and/or discussions based on his comprehensive knowledge and experience of financial matters and/or Chinese business with broad social insight.
Director		Atsushi Horiba		Mr. Horiba has attended the Board of Directors’ meeting 13 times out of 14 held during fiscal year 2010 and has expressed his opinions on the proposals and/or discussions based on his comprehensive knowledge and experience of overseas business and overall management.
Statutory Auditor		Yutaka Hasegawa		Mr. Hasegawa has attended the Board of Directors’ meeting 11 times out of 14 and attended the Board of Statutory Auditors’ meeting 11 times out of 15 held during fiscal year 2010 and has expressed his opinions based on his comprehensive knowledge of financial matters.
Statutory Auditor		Tomoharu Kuda		Mr. Kuda has attended all Board of Directors’ meetings (14 times) and all Board of Statutory Auditors’ meetings (15 times) held during fiscal year 2010 and has expressed his opinions on accounting and financial matters from a professional perspective.
Statutory Auditor		Yoko Takemura		Ms. Takemura has attended the Board of Directors’ meetings 13 times out of 14 and attended all Board of Statutory Auditors’ meetings (15 times) held during fiscal year 2010 and has expressed her opinions from professional perspective as an attorney-at-law.

(4)

Matters Concerning Limitation of Liability Agreement

     We amended our Articles of Incorporation at the 57th Ordinary General Meeting of Shareholders held on June 29, 2005 and at the 58th Ordinary General Meeting of Shareholders held on June 29, 2006 to provide a provision regarding a limitation of liability agreement to be executed with Outside Directors and Outside Statutory Auditors.

     A summary of the limitation of liability agreement executed with all of our Outside Directors and Outside Statutory Auditors is as follows:

(Summary of Limitation of Liability Agreement)

     The Company has executed an agreement with all of its Outside Directors and Outside Statutory Auditors to limit the liability for damages incurred due to negligence of duties stipulated in Paragraph 1, Article 427 of the Corporate Law, and the maximum amount of liability under such agreement is the amount as provided by law or regulation.

5.		MATTERS CONCERNING ACCOUNTING AUDITORS

(1)		Name of Accounting Auditor
		Deloitte Touche Tohmatsu LLC
		(Note)
		Deloitte Touche Tohmatsu shifted to a limited liability audit corporation as of July 1, 2009 and became Deloitte Touche Tohmatsu LLC.
(2)		Remunerations, etc.

Amount of remuneration payable to the accounting auditor for this fiscal period:		¥	122,000,000
Total amount of money and other property benefits to be paid to the accounting auditor by the Company and its subsidiaries:		¥	185,950,000

(3)

Non-Audit Services

     We pay, to our accounting auditor, fees incurred from consulting services for establishing our Group’s regulations and security measures, which are not included among the services specified under Paragraph 1, Article 2 of Certified Public Accountants Law of Japan.

(4)

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

     In the absence of the Company’s interest to the contrary, if the above accounting auditor violates and/or infringes the Corporate Law, the Certified Public Accountant Law or other law or ordinance, or commits any indecent act, the Board of Statutory Auditors will consider the dismissal or non-reappointment of said accounting auditor, and if the dismissal or non-reappointment is deemed appropriate, the Board of Statutory Auditors will decide “to dismiss or not to reappoint the accounting auditor” with the consent of all Statutory Auditors in accordance with the rules of the Board of Statutory Auditors.

     Alternatively, in such event, the Board of Statutory Auditors will request the Board of Directors that the same be submitted as a proposal at the General Meeting of Shareholders, and the Board of Directors will consider such proposal.

6.		SYSTEM AND POLICIES OF COMPANY

(1)

System to Ensure Appropriate Business Conduct

(i)

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

	—		To ensure that all Directors and employees of the Company and the Wacoal Group comply with the laws or regulations and the Articles of Incorporation and conducts business based on sound social norms, we have enacted Corporate Ethics: Wacoal’s Code of Conduct and Code of Ethics for Corporate Officers and Employees.
	—		Directors will take the initiative to ensure compliance and awareness of corporate ethics within the Wacoal Group.
	—		In order to improve our system of compliance and consider any compliance issues which may have a material impact on the Company and the Wacoal Group, we have established a Corporate Ethics Committee, which seeks to increase awareness of and educate employees about corporate ethics. Our Representative Director and President acts as the chairperson, and our legal/compliance department is in charge of the committee.
	—		We have established a system under which our legal/compliance department is promptly notified if the Company becomes aware that a director and/or employee of the Company and the Wacoal Group may have violated our Corporate Ethics: Wacoal’s Code of Conduct or Code of Ethics for Corporate Officers and Employees, or of any other compliance issues. We have also established an internal alert system (a corporate ethics hotline). After being notified and/or alerted, the legal/compliance department conducts an investigation and formulates preventive measures after discussions with the related department. If the issue is critical, the legal/compliance department will refer the matter to the Corporate Ethics Committee and will report the results of its deliberation to the Board of Directors and/or Board of Statutory Auditors.
	—		Wacoal’s Code of Conduct prescribes that Directors, officers and employees shall firmly refuse to comply with demands of antisocial forces and as a rule of conduct for risk management practices, our Risk Management Manual prescribes that none of Directors, officers and employees shall have any relationships with antisocial forces. In order to handle unjust demands of antisocial forces, we cooperate with outside specialized institutions, collect and/or control information related to antisocial forces and are building an internal system.

(ii)

System concerning the Storage and Management of Information related to Execution of Duties by Directors

—

With the approval of the Board of Directors, we have enacted Document Management Rules pursuant to which we store the following documents (including electromagnetic record, hereafter the same) along with any related

			materials:
			Minutes of the general meeting of shareholders, minutes of the Board of Directors meetings, minutes of Group Management Committees, documents for which a director is the final decision maker and any other documents prescribed in the Document Management Rules
	—		The retention period for storage of the documents prescribed in the preceding paragraph shall be ten (10) years. The storage of these documents shall be subject to the Document Management Rules, and the Directors and Statutory Auditors shall have access to these documents at all times.

(iii)

Rules and Other Systems Concerning Loss and Risk Management

	—		In order to understand the management risk within the Group in general and to improve and/or strengthen our risk management system, we have established a Risk Management Committee, for which the director in charge of risk management acts as chairperson. The Corporate Development Department shall act as organizer.
	—		The Risk Management Committee prescribes risk management rules, subject to the approval of the Board of Directors, which forms the basis for our risk management system. The Risk Management Committee clarifies the responsibilities by risk category pursuant to these rules, and formulates a risk management system that thoroughly and/or comprehensively controls potential risk within the Group.
	—		The Risk Management Committee regularly reports on the operations of the Wacoal Group’s risk management system to the Board of Directors.

(iv)

System to Ensure Effective Execution of Duties by Directors

	—		In order to enhance appropriate decision-making by our Directors, we will appoint several independent Outside Directors.
	—		We will formulate a mid-term management plan to be shared by the Directors and/or employees within the Group and will direct and confirm courses of action and business targets in the mid- to short-term that are consistent with such plan.
	—		We will follow the business results of each Group company on a monthly basis and report back to the Board of Directors. In addition, by holding quarterly business meetings, we will confirm the business results and the implementation of measures and policies, consider measures in the event targets are not achieved, and review such targets, as may be necessary.

(v)

System to Ensure Appropriate Business Conduct within Group Companies

—

We have enacted and manage our Group companies in accordance with our Group Management Rules, which prescribe basic policies regarding the management of Group companies and matters to be decided by our Board of

			Directors, as well as matters to be reported to the Company.
	—		Any intercompany transaction must be fair and in compliance with laws or regulations, accounting principles and/or the tax system.
	—		Our audit office will conduct internal audits (including an audit of the establishment and/or operation of our compliance system and risk management system) within the Group companies. The audit office will report the results of its audits to the Board of Directors and appropriate departments and will give guidance and/or advice on system formulation to Group companies to ensure the appropriate conduct of business.

(vi)

System Concerning Assistants to Statutory Auditors and Matters Concerning Independence of such Assistants from Directors

	—		To assist the Statutory Auditors, we have established an office for our Board of Statutory Auditors and will appoint assistants to assist them.
	—		The Statutory Auditors will be consulted regarding the appointment, evaluation, relocation and discipline of such assistants, and their opinions will be respected.

(vii)

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

	—		We will strive to conduct effective audits by our Statutory Auditors by causing the Directors or the employees to report to the Statutory Auditors regarding the following matters in addition to statutory matters:
			Matters referred to the Group Management Committee
			Matters which may have a material impact on the Group
			Monthly and quarterly management conditions
			Results of internal audits
			Material violation of laws or regulations and/or our Articles of Incorporation
			The condition of our internal reporting/alerting system
			Other significant matters
	—		Half of the Statutory Auditors will be independent Outside Statutory Auditors to enhance the transparency and neutrality of management.
	—		The Statutory Auditors may order employees who belong to the audit office to perform any matters that are required to provide audit services.
	—		The Board of Statutory Auditors may consult legal counsel, certified public

accountant, consultant or other outside advisor as it deems necessary.

(2)

Policy Regarding Determination of Distribution of Earnings

     Our basic policy regarding the distribution of profits to our shareholders is to pay steady dividends upon consideration of our consolidated performance and after planning increases in our net income per share, while giving due consideration to the importance of improving enterprise value through active investments that result in increased profitability. As for retained earnings, in light of the improvement in our enterprise value, we have actively invested in developing new specialty retail stores, developing new points of contact with customers and actively investing in overseas businesses. We are also concentrating on new business investments, such through entry into new markets, strategic business alliances and M&A activities. We hope that these efforts will benefit our shareholders by improving future profitability. We also intend to acquire treasury stock from time to time, and we will seek to improve our capital efficiency and return profits to our shareholders.

(3)

Basic Policy Concerning Appropriate People who Control the Asset and Business Policy Decisions of the Company

(i)

Details of Basic Policy

		Since its establishment in 1949, the Company has strived to develop a domestic market for female underwear, penetrate the global market and establish the Company’s business with the aim of creating a global company through a 50-year long-term management plan based on its business objectives of making women beautiful, assisting women in becoming more beautiful and helping women realize their desire to be beautiful. Moreover, as a leading female underwear company, the Company has built up the Wacoal brand, which has become widely accepted by both domestic and international consumers.
		Because the Company’s enterprise value is primarily generated from (i) its strong market position and brand value in the intimate apparel market, which have been cultivated over a long period of time; (ii) its ability to develop highly functional, high value-added, attractive products based on the results of scientific human research with a mid- to long-term perspective; (iii) its superb product quality and support engineering staff, as well as its highly productive global manufacturing and supply systems employing superior sewing technology; (iv) its close relationship of trust with distributors in various sales channels, which link the Company with its customers; (v) the trust of its customers that has been achieved through direct communication and sales by the Company’s beauty advisors, who are well-trained and have a great deal of sales experience; and (vi) its good social standing established through the promotion of various social events, such as the Remamma Project and Pink Ribbon, its enterprise value and the common interests of its shareholders may be damaged if the above factors are not secured and enhanced in the mid-to long-term. Therefore, the Company believes that all personnel who play a decision-making role in the formulation of its financial and business policies should fully understand these points and be capable of understanding securing and enhancing the Company’s enterprise value and the common interests of its shareholders.
		The Company has no objection to large-scale acquisitions of shares of the Company, if it benefits the Company’s enterprise value and the common interests of its shareholders. However, such large-scale acquisitions do not always benefit a company’s

		enterprise value or the common interests of its shareholders. For example, there are large-scale acquisitions of shares which, when viewed in light of their stated purpose and other factors, clearly prejudice enterprise value and shareholders’ common interests, and there are also large-scale acquisitions that force shareholders to sell their shares, as well as those that do not provide the target company’s Board of Directors or its shareholders with sufficient time or information to consider the terms of the acquisition or to propose alternatives and those that require a target company to negotiate with the purchaser for more favorable terms than those initially proposed.
		In light of these circumstances, the Company believes that it is essential that it be ready to implement countermeasures in response to an acquisition of the Company’s shares that is detrimental to its enterprise value or its shareholders’ common interests by establishing a system that enables its shareholders to determine whether or not to accept such an acquisition and that enables its Board of Directors to secure any necessary information and sufficient time to propose alternatives or to negotiate with the prospective purchaser on behalf of its shareholders.

(ii)

Specific Details of Efforts

	—		Special efforts toward ensuring effective use of company assets, appropriate formation of Group companies, and implementation of other basic policies
			(Efforts to improve corporate value)

			In January 2007, the Company established the “Mid-term Management Plan 2007-09” and has been working to secure and enhance corporate value and the common interests of the shareholders of the Company under this management plan.
			Further, the Company is promoting Corporate Activation Project 21 (CAP21) to achieve the goals of its medium- and long-term strategies to further enhance corporate value, and has implemented the transition to a holding company structure and conversion of Lecien Corporation and Peach John Co., Ltd. into wholly-owned subsidiaries of Wacoal Corp. The Company has also expanded businesses in areas other than the underwear wholesale business.
			Under the “Mid-term Management Plan 2010-12” formulated in March 2010, the Company will continue to conduct its business operations with the aim of enhancing corporate value based on the four pillars of: (i) enhancing the overall capabilities of the Wacoal Group by promoting cooperation among Group companies and applying each of the company’s strengths; (ii) working on structural reform focusing on the domestic underwear wholesale business to secure and enhance the profits of the entire Group and accelerate expansion of overseas business, which has great growth potential, and of business areas other than the underwear wholesale business; (iii) reinforcing the management organization as a group; and, (iv) carrying out CSR activities (such as implementation of compliance, investor relation activities, and social action programs) to build “Wacoal” as an enduring corporate brand, while improving the “Wacoal strengths” from which the Company’s corporate value is generated as described in section 1 above, while remaining aware that the objectives of

Company are “making women beautiful,” “assisting women in becoming beautiful,” and “helping women realize their desire to be beautiful.”

(Measures to Enhance Corporate Governance)

			The purpose and basic policy of the Company Group’s corporate governance is to continuously enhance the Company’s enterprise value by increasing transparency and securing the fairness and independence of its corporate management from the perspective of all stakeholders, including its shareholders and customers.
			The following bodies and systems have been established within the Company with the aim of enhancing the Company’s corporate governance, and the entire Company is also working towards this goal.
			The Board of Directors of the Company currently comprises seven Directors and makes decisions on matters concerning important business, such as management policy and management strategy and matters stipulated by laws or ordinances or the Articles of Incorporation of the Company. Three of these seven Directors are independent Outside Directors who give the Board of Directors advice and guidance from an objective perspective based on their wealth of experience and knowledge of management and business. The term of office of each director is one year, and we are further clarifying the responsibility of the Company’s management to its shareholders. Further, with respect to the nomination, promotion, and remuneration of Directors, an “Executive Compensation Advisory Committee,” whose members include Outside Directors, has been established and is run with a high degree of transparency and fairness.
			The Company uses a “statutory auditor system,” and the Board of Auditors of the Company comprises five Statutory Auditors, of which three are Outside Statutory Auditors. The function of the Board of Auditors is to monitor and supervise the management of the Company.
			Wacoal Corp., one of the Group’s core business companies, has adopted an executive officer system in order to separate management supervision and management execution. “Group Management Rules” and “Group Accounting Rules” have been established for Wacoal Corp. and each other Group company, and each Group company conducts its business operations in accordance with both sets of rules.
			Further, the “Group Management Committee”, which comprises Directors and Statutory Auditors of the Company, has been established in the Company. This meeting considers matters concerning the management strategy of the Group and other important management issues and conducts preliminary reviews of matters for review by the Board of Directors of the Company together with the “Wacoal Senior Management Meeting”, which comprises Directors, Statutory Auditors, and senior executive officers of Wacoal Corp., one of the Company Group’s core business companies.
			Further, the “Quarterly Business Results Review Committee” has been

			established under the “Group Management Committee”. The Directors and the Statutory Auditors of the Company and the Directors, Statutory Auditors, and executive officers of Wacoal Corp., one of the Company Group’s core business companies, attend meetings of the Quarterly Business Results Review Committee and review the business results of each business company and each business department each quarter.
			In addition, the “Corporate Ethics Committee”, “Disclosure Committee”, and “Risk Management Committee” have each been established as committees of the entire Company. Under these committees, the “Compliance Division”, “Quality Assurance Division”, “Accident and Disaster Measures Division”, “Information Security Promotion Division”, and “Environmental Division” have each been established, and each of these divisions is ready to enhance and respond to risks of loss of enterprise value in each field. These divisions report to the Board of Directors of the Company from time to time on the status of their activities.

—

Measures for preventing asset and business policy decisions of the Company being controlled by an inappropriate person in light of the basic policy

			For the purpose of securing and enhancing corporate value and the common interests of the shareholders of the Company, at a ordinary general meeting of shareholders held on June 29, 2006, the Company determined the basic policy for preventive measures to be taken against the acquisition of a substantial shareholding of the Company (i.e. defensive measures against takeovers), and the Board of Directors determined and introduced specific measures at the meeting held on the same day. Because these measures were terminated upon expiration of a three-year term, the Company, at an ordinary general meeting of shareholders held on June 26, 2009, obtained approval for a resolution to determine details of the basic policy (hereinafter called “Basic Policy on Defensive Measures against Takeovers”) of revised preventive measures to be taken against the acquisition of a substantial shareholding of the Company (i.e. defensive measures against takeovers), and the Board of Directors determined and updated the specific measures based on the Basic Policy on Defensive Measures against Takeovers (hereinafter called “the Plan”) at a meeting held on the same day.
			The Plan enables the Company’s shareholders, in the event of purchase or any similar act or a proposal to purchase the Company’s share certificates (hereinafter called “Purchase”), to determine whether or not to accept such offer for the Company’s shares, and enables its Board of Directors to secure any necessary information and sufficient time to propose alternatives or to negotiate and consult with a person who purchases (hereinafter called “Purchaser”) on behalf of its shareholders, in order to prevent a Purchase of the Company’s shares that is detrimental to its corporate value or its shareholders’ common interests, and to secure and enhance its corporate value and the common interests of its shareholders.
			The Plan covers a Purchase that falls under (i) or (ii) below:

(i)

purchase of share certificates issued by the Company that results in 20% or greater ownership by a shareholder of such share certificates; or,

(ii)

public tender offer for share certificates issued by the Company that results in combined ownership by the offeror or/and any of its affiliates of more than 20% of such share certificates.

			If a Purchaser intends to launch a Purchase of the shares of the Company, such Purchaser will be requested to submit to the Company a document describing the information required to consider details of the Purchase, as well as an oath by such Purchaser that such Purchaser will follow the procedures prescribed by the Plan. Accordingly, the information provided by the Purchaser, the opinion of the Board of Directors, or any supporting materials, alternative proposals (if any), or other information and/or materials will be submitted to the Independent Committee, which consists of three members who are independent from the management operating the Company, and the Independent Committee will evaluate and/or examine such information and/or materials. As need arises, the Independent Committee will also separately obtain advice from independent experts and evaluate and/or examine the terms and conditions of the Purchase, consider the alternatives presented by the Board of Directors, and negotiate with the Purchaser or disclose information to the shareholders.
			If (A) the Purchaser fails to follow the procedures as prescribed by the Plan or if (B) the Purchase is deemed to fall under any of the requirements as prescribed by the Plan as a result of the examination of the terms and conditions of the Purchase or discussions and/or negotiations with the Purchaser, and if implementation of a gratis allocation of stock acquisition rights is considered appropriate, the Independent Committee will advise the Board of Directors to implement a gratis allocation of stock acquisition rights. The Board of Directors will pay the utmost respect to the advice provided by the Independent Committee, and will resolve to implement the gratis allocation of the stock acquisition rights. The Company will implement a gratis allocation of the shares acquisition rights to those shareholders, other than the Company, who are registered or recorded in the Company’s final register of shareholders as of the allocation date that is determined separately, at such rate, as separately determined, up to a maximum of two stock acquisition rights for every one common stock of the Company held. Also, even when the Purchase by the Purchaser is considered to fall under either (A) or (B) above, if the Independent Committee considers it necessary to obtain the approval at an ordinary general meeting of shareholders for implementation of a gratis allocation of stock acquisition rights, the Independent Committee may advise the Board of Directors to do so. In this case, the Board of Directors, in principle, shall promptly convene an ordinary general meeting of shareholders so that a meeting can be held within the shortest time practically possible and submit a resolution for the implementation of a gratis allocation of stock acquisition rights.
			The holder of stock acquisition rights for the subscription of new shares (with terms that prohibit the Purchaser and certain people (hereinafter called “Nonqualified person”) from exercising such rights) is entitled to receive one share of the Company by paying the amount determined by the Board of Directors or the ordinary general meeting of shareholders in the resolution on the gratis allocation of stock acquisition rights, which shall be at least one yen (¥1) but not exceeding one-half (1/2) of the market value of one share of the Company. Also,

			the Company may acquire stock acquisition rights held by shareholders other than the Nonqualified Person, and in exchange, deliver one share of the Company for every stock acquisition right.
			Promptly after passing a resolution by the Board of Directors or by an ordinary general meeting of shareholders with regard to implementation or non-implementation of the abovementioned gratis allocation of stock acquisition rights, the Board of Directors will disclose the outline of such resolution and other information deemed appropriate by the Board of Directors.
			As with the effective period of the Basic Policy on Defensive Measures against Takeovers, the effective period of the Plan will expire upon conclusion of the ordinary general meeting of shareholders to be held in respect of the last fiscal year ending within three (3) years after the Ordinary General Meeting of Shareholders held on June 26, 2009. However, the Plan may be changed or terminated to reflect the change made to the Basic Policy on Defensive Measures against Takeovers by and pursuant to the resolution of the ordinary general meeting of shareholders, if the change or termination of the Basic Policy on Defensive Measures against Takeovers is resolved by an ordinary general meeting of shareholders. Further, the Plan will be terminated if so resolved by the Board of Directors.
			There will be no direct, concrete impact on the shareholders will be caused by the Plan’s introduction, provided the gratis allocation of stock acquisition rights is not implemented. On the other hand, if the gratis allocation of stock acquisition rights is implemented according to the Plan, the overall value of the shares held by the shareholders may be diluted if the procedures for exercising stock acquisition rights are not followed. Provided, however, that no dilution of the overall value of the shares held will take place if the shares are provided in consideration of stock acquisition rights acquired by the Company.

(iii)

Judgment of Board of Directors as to Efforts under Item (ii) above and Reasons Thereof

As stated in (ii) above, the Plan was introduced in line with the Basic Policy mentioned in (i) above for the purposes of securing or enhancing corporate value and the common interests of shareholders. In particular, highly rational fairness and/or objectivity is ensured under the Plan because: (i) the Plan focuses on shareholders’ intentions such that the effective period is prescribed as three (3) years, and the Plan may be terminated at any time by a resolution of the Board of Directors or a resolution of an ordinary general meeting of the shareholders to terminate the Basic Policy on Defensive Measures against Takeovers; (ii) the Plan establishes reasonably objective requirements, and a gratis allocation of stock acquisition rights is not implemented unless these requirements are met; (iii) the Independent Committee shall consist of independent persons; (iv) a gratis allocation of stock acquisition rights under the Plan may not be initiated unless a judgment is made by the Independent Committee; and, (v) the Independent Committee may obtain advice from independent experts at the expense of the Company. The Plan is formulated to maintain corporate value, thus it is in the common interests of the shareholders. It is not intended to maintain the status of

the corporate officers of the Company.

CONSOLIDATED BALANCE SHEET
As of March 31, 2010

(Millions of yen)

Item		Amount
ASSETS
Current Assets			89,933
Cash and bank deposits			16,704
Time deposits			7,613
Marketable securities			6,529
Notes receivable			469
Accounts receivable-trade			21,116
Allowance for returns and doubtful receivables			(1,972	)
Inventories			32,103
Deferred tax assets			4,595
Other current assets			2,776
Tangible fixed assets			51,820
Land			22,012
Buildings and structures			61,585
Machinery and equipment			14,773
Construction in progress			103
Accumulated depreciation			(46,653	)
Other assets			81,634
Investments in affiliated companies			14,769
Investments			35,828
Goodwill			11,203
Other intangible assets			12,351
Deferred tax assets			935
Others			6,548
Total Assets			223,387
LIABILITIES
Current Liabilities			35,683
Short-term bank loans			7,941
Notes payable			2,174
Accounts payable-trade			9,161
Accounts payable			5,975
Accrued payroll and bonuses			5,927
Accrued taxes			2,105
Current portion of long-term debt			108
Other current liabilities			2,292
Long-term Liabilities			14,151
Long-term debt			80
Reserve for retirement benefit			2,269
Deferred tax liability			9,380
Others			2,422
Total Liabilities			49,834
SHAREHOLDERS’ EQUITY
Common stock			13,260
Additional paid-in capital			29,366
Retained earnings			137,155
Accumulated other comprehensive income (loss)			(5,619	)
Foreign currency exchange adjustment			(7,505	)
Unrealized gain on securities			3,669
Pension liability adjustment			(1,783	)
Treasury stock			(2,532	)
Total Wacoal Shareholders’ Equity			171,630
Noncontrolling interests			1,923
Total Shareholders’ Equity			173,553
Total Liabilities and Shareholders’ Equity			223,387

CONSOLIDATED INCOME STATEMENT
Year ended March 31, 2010

(Millions of yen)

Item		Amount
Sales							163,297
Operating expenses
Cost of sales			79,953
Selling and general administrative expenses			78,511
Impairment on other intangible assets			1,023				159,487
Operating income							3,810
Other income and (expenses)
Interest income			144
Interest expense			(98	)
Dividend income			619
Gain on sale and exchange of marketable securities and/or investment securities			7
Valuation loss on marketable securities and/or investment securities			(1,460	)
Others (net)			101				(687	)
Income before income taxes							3,123
Income taxes
Current			3,161
Deferred			(1,587	)			1,574
Equity in net income of affiliated companies							907
Net income							2,456
Loss attributable to noncontrolling interests							68
Net income attributable to Wacoal shareholders							2,524

CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENT
Year ended March 31, 2010

(Thousand shares, Millions of yen)

		Shareholders’ equity
																		Accumulated
		No. of shares								Additional								other								Total Wacoal								Total
		held outside				Common				paid-in				Retained				comprehensive				Treasury				shareholders’				Noncontrolling				Shareholders’
Item		the Company				stock				capital				earnings				income				stock				equity				interests				equity
As of March 31, 2009			140,451				13,260				29,316				138,235				(11,346	)			(3,592	)			165,873				2,094				167,967
Net income															2,524												2,524				(68	)			2,456
Accumulated other comprehensive income
Foreign currency exchange adjustment																			783								783				12				795
Net unrealized gain on securities																			3,344								3,344				7				3,351
Pension liability adjustment																			1,600								1,600								1,600
Cash dividends attributable to Wacoal shareholders (¥25.0 per share)															(3,511	)											(3,511	)							(3,511	)
Cash dividends paid to noncontrolling interest																															(76	)			(76	)
Purchase of treasury stock			(1,372	)																			(1,540	)			(1,540	)							(1,540	)
Sales of treasury stock			11																				13				13								13
Decrease of treasury stock due to stock swap			2,104												(93	)							2,582				2,489								2,489
Grant and execution of stock options			4								50												5				55								55
Decrease due to changes in equity ratio																															(46	)			(46	)
As of March 31, 2010			141,198				13,260				29,366				137,155				(5,619	)			(2,532	)			171,630				1,923				173,553

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

1.		Standard of Preparation of Consolidated Financial Statements

According to the supplementary provision specified under Paragraph 1, Article 3 of the regulations for corporate accounting under the Corporate Law (Justice Ministerial Ordinance No. 46 in 2009), the consolidated financial statements have been prepared based on terms, format, and preparation methods based on accounting standards generally accepted in the United States. However, consistent with the foregoing provision, some descriptions and notes required under accounting standards generally accepted in the United States are omitted.

2.		Matters Regarding the Scope of Consolidation

(1)

Number of consolidated subsidiaries: 47

(2)

Major consolidated subsidiaries:

Wacoal Corporation, Peach John Co., Ltd., Lecien Corp., Kyushu Wacoal Manufacturing Corp., Nanasai Co., Ltd., Torica Co., Ltd., Wacoal International Corp., Wacoal America Inc., Wacoal France S.A., Wacoal International Hong Kong Co., Ltd., Wacoal Hong Kong Co., Ltd., Wacoal Investment Co., Ltd., and Wacoal China Co., Ltd.

3.		Matters Regarding the Application of the Equity Method

(1)

Number of affiliates: 9

(2)

Major affiliated companies:

Shinyoung Wacoal Inc., Taiwan Wacoal Co, Ltd. and Thai Wacoal Public Co., Ltd.

4.		Matters Regarding Standard of Accounting Procedure

(1)

Valuation standard and method of valuable assets

(i)

Marketable and investment securities

			Based on the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 320 “Investments-Debt and Equity Securities” (former FASB Statement No. 115 “Accounting for Certain Investments in Debt and Equity Securities”), marketable securities and investments have been classified as securities available for sale and valued at fair value.
			Gain/loss on the marketable securities is calculated based on the acquisition cost using the moving average method. Moreover, unrealized valuation profit/loss is classified and included in other comprehensive income of shareholders’ equity.

(ii)

Inventories

The average cost method was mainly used for goods, products and supplies, and the first-in first-out method was used for raw materials, with both valued at the lower of the cost or market accounting method.

	(2)		Depreciation method of significant depreciable assets
			Depreciation method of fixed assets
			The declining balance method was mainly used for depreciation of tangible fixed assets.
			The straight line method was used for amortization of intangible assets. In accordance with the provisions of FASB Accounting Standard Codification 350 “Intangibles-Goodwill and Other” (former FASB Statement No. 142 “Goodwill and Other Intangible Assets”), assets for which useful lives cannot be determined are not amortized, but such assets undergo an impairment examination at least once a year.
	(3)		Accounting basis of significant reserves

(i)

Allowance for bad debts

In order to provide for bad debt losses in accounts receivable or loans receivable, for certain debts such as debts of particular concern, we consider the recoverability of individual accounts and declare the estimated unrecoverable amounts using the bad debt ratio for general accounts.

(ii)

Allowance for returns

In order to clarify the corresponding relationship between sales and returns, consideration is given to prior returned goods and the estimated loss accompanying future returned goods is recorded.

(iii)

Reserve for retirement benefits

In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 715 “Compensation-Retirement Benefits” (former FASB Statement No. 87 “Employer’s Accounting for Pensions”, FASB Statement No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” and FASB Statement No. 158 “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans”), such amount is reserved in order to prepare for retirement benefits for employees, which is based on fair values of retirement benefits and pension assets as of the end of the current year.

(4)

Other basic significant matters in preparing consolidated financial statements

(i)

Lease transaction

Based on the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 840 “Leases” (former FASB Statement No. 13 “Accounting for Leases”), capital leases are capitalized at fair value of the lease assets and the corresponding liabilities are recorded.

(ii)

Accounting procedure for consumption tax, etc.

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

(iii)

Matters concerning business year of consolidated subsidiaries

The closing date of consolidated subsidiaries in Japan is consistent with the consolidated closing date except for Peach John Co., Ltd. and one other company. The closing date of Peach John Co., Ltd. and the other company is February 28 and the closing date of the overseas consolidated subsidiaries is December 31. Financial statements as of the closing date were used in the preparation of the consolidated financial statements. However, necessary adjustments are made for material transactions that took place during a period up to the consolidated closing date.

	(5)		Newly adopted accounting standards
			In December 2007, Financial Accounting Standards Board (“FASB”) announced Accounting Standard Codification 810, “Consolidation” (former FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of Accounting Research Bulletin No. 51”). Accounting Standard Codification 810 stipulates accounting procedures and reporting standards for an interest share of a subsidiary held by an entity other than a parent company, the amount of consolidated net income of the year attributable to the parent company or noncontrolling interest, changes to the parent company’s interest and evaluation of noncontrolling interest when a subsidiary becomes consolidated. Accounting Standard Codification 810 clearly differentiates the parent company’s interest from noncontrolling interest, and stipulates classifiable disclosure requirements. The Group adopts Accounting Standard Codification 810 from fiscal year 2010. Accordingly, a minority interest, which was previously stated between the liability and equity sections of the consolidated balance sheet, is now included in the shareholders’ equity section as a noncontrolling interest. In addition, due to adoption of Accounting Standard Codification 810, account items of the consolidated statement of income are changed.

(NOTES ON FINANCIAL INSTRUMENTS)

1.		Matters Regarding the Status of Financial Instruments

	(1)		Policy for financial instruments
			For the management of surplus funds, the Group establishes certain conditions as well as limits, and determines an eligible range for investments to implement safety-focused management. For financing, the Group may use bank loans as necessary. The Group may use derivatives to avoid risks from exchange fluctuations

in foreign currency trading, interest rate risk from bank loans, and risk of stock price fluctuations from stocks held, but will not engage in speculative transactions.

	(2)		Details and risk of financial instruments and risk management structure
			Securities available for sale in terms of marketable securities and investments are mainly bonds, investment trusts, and stocks. These instruments are subject to risk from market fluctuations, and the Group regularly reviews their fair values. The Group takes appropriate measures to reduce credit risk of customers for notes receivable and accounts receivable-trade, according to the Group’s control procedure.
			Short-term bank loans represents mainly for funding of working capital by some consolidated subsidiaries. The fluctuation risk of interest rates associated with Long-term debt is managed by utilizing interest rate swaps.
			Nearly all accounts payable-trade and accounts payable are due within a year.
			The Group executes/manages derivatives trading according to the Group’s handling procedure, which stipulates specific targets and ranges of such trading.
	(3)		Further note on matters regarding market values of financial instruments
			Fair value estimates are determined on the basis of market value information related to such financial instruments and details of relevant contracts at a specific point in time at the end of a period. These estimates are determined by the Company and they include the Company’s judgments, which exert a material influence on uncertainty as well as estimates. Therefore, the abovementioned fair value estimates may be affected materially by changes in the underlying assumptions. In addition, contract values with regard to derivatives trading described in “2. Matters Regarding Market Values of Financial Products” do not themselves represent market risk related to such trading.
	(4)		Concentration of credit risk
			Businesses of the Group mainly consist of sales of underwear for women to many business partners in the Japanese retail industry, which include major department stores, mass merchandisers, and other general retail stores. Total sales to the AEON Group including consolidated subsidiaries represent for approximately 10.4% of the Group’s entire sales for fiscal year 2010. There is no other single business partner that accounts for more than 10% of the Group’s entire sales.

2.		Matters Regarding Market Values of Financial Products
		Amounts stated in the consolidated balance sheet, market values, and their differences as of March 31, 2010 are as follows. Products whose market values are considered to be extremely difficult to assess are excluded from the table below (Please see (Note 2)).

(Millions of yen)
				Amount stated in the
				consolidated balance sheet
				(*)				Market value (*)				Difference
(1)		Cash and bank deposits			16,704				16,704				—
(2)		Time deposits			7,613				7,613				—
(3)		Notes receivable and accounts receivable — trade			21,585				21,585				—
(4)		Marketable securities and investments			39,181				39,181				—
(5)		Investments in affiliated companies			8,814				7,768				1,046
(6)		Short-term bank loans			(7,941	)			(7,941	)			—
(7)		Notes payable and accounts payable-trade			(11,335	)			(11,335	)			—
(8)		Accounts payable			(5,975	)			(5,975	)			—
(9)		Accrued taxes			(2,105	)			(2,105	)			—
(10)		Long-term debt			(75	)			(75	)			—
(11)		Derivatives			(17	)			(17	)			—

(Note 1)

Matters regarding method of calculating the market values of financial products and trading of marketable securities and derivatives

(1)		Cash and bank deposits, (2) Time deposits, (3) Notes receivable and accounts receivable-trade and (6) Short-term bank loans
		Because they are settled within a short period, their market values are almost equal to their book values. So, their book values are used.
(4)		Marketable securities and investments
		Fair values of bonds and stocks are determined on the basis of unadjusted published prices in an active market with sufficient trading volume and frequency. Fair values of corporate bonds are determined using valuations based on market values presented by financial institutions.
		Marketable securities and investments are held as securities available for sale, and differences between their amounts stated in the consolidated balance sheet and their acquisition costs are as follows.

(Millions of yen)
						Acquisition				Amount
						cost or				stated in the
						depreciated				consolidated
		Type				cost				balance sheet				Difference
Amounts stated in the consolidated balance sheet exceed acquisition costs or depreciated costs		(1)		Stock			19,170				28,585				9,415
		(2)		Bond
				(i) Government bond, municipal bond			1,160				1,170				10
				(ii) Corporate bond			1,200				1,212				12
				(iii) Financial institution bond			100				100				0
				(iv) Mutual fund			3,184				3,360				176
		Subtotal					24,814				34,427				9,613
Amounts stated in the consolidated balance sheet DO NOT exceed acquisition costs or depreciated costs		(1)		Stock			4,671				4,067				(604	)
		(2)		Bond
				(i) Government bond, municipal bond			—				—				—
				(ii) Corporate bond			685				643				(42	)
				(iii) Financial institution bond			—				—				—
				(iv) Mutual fund			45				44				(1	)
		Subtotal					5,401				4,754				(647	)
Total							30,215				39,181				8,966

(5)		Investments in affiliated companies
		Fair values of investments in affiliated companies are determined on the basis of unadjusted published prices in an active market with sufficient trading volume and frequency. Amounts stated in the consolidated balance sheet are calculated on the basis of the equity method.
(7)		Notes payable and accounts payable-trade, (8) Accounts payable, and (9) Accrued taxes
		Because they are settled within a short period, their market values are almost equal to their book values. So, their book values are used.
(10)		Long-term debt
		Because its balance as of the end of the current year is minimal, its market value is almost equal to its book value. So, its book value is used.
(11)		Derivatives
		Only exchange contracts are used, and fair value is based on the estimate determined by forward exchange rate and market interest rate.

(Note 2)

Financial instruments whose market values are considered to be extremely difficult to

		assess
		For investments in nonmarketable securities (amounts recorded in the consolidated balance sheet: 3,085 million yen), because it is difficult to calculate their fair values, they are recorded at acquisition cost. Investments in affiliated companies with no market value (amounts recorded in the consolidated balance sheet: 5,955 million yen) are calculated on the basis of the equity method, similar to investments in affiliated companies with market value. The Company reviews and determines these investments every year or when any event occurs that requires such review if there is any permanent impairment.
(Note 3)		Redemption schedule of receivables and marketable securities with maturity

(Millions of yen)
						Within 5				Within 10
		Within 1 year				years				years				Over 10 years
Marketable securities			2,739				1,698				976				1,116
Total			2,739				1,698				976				1,116

(NOTES ON PER SHARE DATA)

Wacoal shareholders’ equity per share:     ¥1,215.52

Net income attributable to Wacoal shareholders per share:             ¥17.86

Diluted net income attributable to Wacoal shareholders per share: ¥17.85

(NOTES ON OTHER)

     The Company recognized the Customer List of Peach John Co., Ltd., which became a wholly-owned subsidiary of the Company in fiscal year 2008, as other intangible assets. The Company examined the value of the assets as of the end of the current year and recorded an impairment loss of 1,023 million yen.

NON-CONSOLIDATED BALANCE SHEET
As of March 31, 2010

(Millions of yen)
Item		Amount
ASSETS
Current Assets			4,521
Cash and bank deposits			1,105
Marketable securities			2,259
Deferred income taxes			76
Others			1,078
Fixed Assets			142,377
Tangible fixed assets			38,967
Buildings			18,183
Structures			431
Equipment and tools			1,580
Land			18,714
Construction in progress			58
Intangible fixed assets			587
Leasehold right			585
Others			1
Investment and other assets			102,821
Investment securities			4,227
Stock of affiliated companies			97,754
Deferred tax assets			570
Others			268
Total Assets			146,898
LIABILITIES
Current Liabilities			4,018
Notes payable			3
Short-term borrowings from affiliated companies			3,000
Accounts payable			887
Accrued expenses			8
Accrued taxes			22
Accrued bonuses			57
Reserve for officers’ bonuses			19
Others			20
Long-term Liabilities			420
Others			420
Total Liabilities			4,439
NET ASSETS
Shareholders’ equity			142,462
Common stock			13,260
Additional paid-in capital			29,294
Capital reserve			29,294
Retained earnings			102,150
Retained earnings reserve			3,315
Other retained earnings			98,835
Reserve for advanced depreciation of fixed assets			1,942
General reserve			90,000
Retained earnings carried forward			6,893
Treasury stock			(2,242	)
Difference of appreciation and conversion			(107	)
Other securities valuation difference			(107	)
Stock acquisition rights			103
Total Net Assets			142,459
Total Liabilities and Net Assets			146,898

NON-CONSOLIDATED INCOME STATEMENT
Year ended March 31, 2010

(Millions of yen)
Item		Amount
Operating revenue
Income from rent			4,018
Dividend income			2,620
Others			328				6,968
Operating cost
Cost of lease			1,977				1,977
Operating Gross Income							4,990
Selling and general administrative expenses			1,958				1,958
Operating income							3,032
Non-operating income
Interest income			70
Dividends received			0
Others			17				88
Non-operating expenses
Interest expenses			10
Others			3				14
Ordinary income							3,106
Extraordinary gains
Gains on sales of fixed assets			73				73
Extraordinary loss
Loss on sales of fixed assets			120
Impairment loss on fixed assets			45
Valuation loss on marketable securities			73
Valuation loss on investment securities			5
Valuation loss on stock of affiliated companies			556				802
Income before income taxes							2,378
Income taxes
Income taxes-current			11
Income taxes-deferred			(521	)			(509	)
Net income							2,887

NON-CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
Year ended March 31, 2010

(Millions of yen)
																										Difference of appreciation
		Shareholders’ equity																								and conversion
						Additional																								Total
						paid-in				Retained earnings																Other				difference of
						capital				Retained				Other								Total				securities				appreciation
		Common				Capital				earnings				retained				Treasury				shareholders'				valuation				and				Stock				Total net
		stock				reserve				reserve				earnings				stock				equity				difference				conversion				options				assets
Balance as of March 31, 2009			13,260				29,294				3,315				99,552				(3,591	)			141,829				(345	)			(345	)			53				141,537
Changes during the fiscal year 2010
Transfer from reserve for deferred gain on sales of fixed assets															—								—																—
Transfer from general reserve															—								—																—
Dividends from surplus															(3,511	)							(3,511	)															(3,511	)
Net income															2,887								2,887																2,887
Purchase of treasury stock																			(1,249	)			(1,249	)															(1,249	)
Disposal of treasury stock															(92	)			2,594				2,501																2,501
Execution of stock acquisition rights															(0	)			4				4												(4	)			0
Net change of items other than shareholders’ equity																											238				238				55				293
Total changes during fiscal year 2010			—				—				—				(716	)			1,349				632				238				238				50				921
Balance as of March 31, 2010			13,260				29,294				3,315				98,835				(2,242	)			142,462				(107	)			(107	)			103				142,459