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Waterford Wedgwood SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2005-09-29 | Period of Report: 2005-03-31 SEC Accession No. 0000950136-05-006139 (HTML Version on secdatabase.com) FILER WATERFORD WEDGWOOD PLC Business Address KILBARRY WATERFORD CIK:793586| IRS No.: 000000000 | Fiscal Year End: 1231 REPUBLIC OF IRELAND L2 Type: 20-F | Act: 34 | File No.: 000-14624 | Film No.: 051110724 00000 SIC: 3260 Pottery & related products 2014932900 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 or ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2005 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-14624 Waterford Wedgwood plc Waterford Wedgwood UK plc (exact name of Registrants as specified in their charters) REPUBLIC OF IRELAND ENGLAND AND WALES (jurisdictions of incorporation or organization) KILBARRY, WATERFORD BARLASTON, STOKE-ON-TRENT, REPUBLIC OF IRELAND ENGLAND ST12 9ES (addresses of principal executive offices) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Waterford Wedgwood stock units ("stock units") each consisting of one ordinary share of Waterford Wedgwood plc of €0.06 each ("ordinary share") and one income share of Waterford Wedgwood UK plc ("WW UK") of £0.01 each ("income share") represented by American Depository Shares ("ADSs") quoted on the NASDAQ National Market System, each ADS representing ten stock units Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuers' classes of capital or common stock as of the close of the period covered by the annual report. Ordinary shares of Waterford Wedgwood plc of €0.06 each (par value) 2,658,632,610 WW UK income shares of £0.01 each (par value) 2,658,632,610 WW UK ordinary shares of £0.25 each (par value) 181,601,769 ADS of Waterford Wedgwood plc 4,753,851 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the registrants have elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes No TABLE OF CONTENTS Page PART I Introduction 4 General 4 Forward-Looking Statements 4 Statements Regarding Competitive Position 5 Item 1 Identity of Directors, Senior Management and Advisers 5 Item 2 Offer Statistics and Expected Timetable 5 Item 3 Key Information 5 Selected Financial Data 5 Exchange Rates 9 Dividends 9 Risk Factors 10 Item 4 Information on the Company 15 Introduction 15 History of Our Company 16 Segmental Information 17 Geographic Information 19 Marketing, Distribution and Retail Network 29 Competition 30 Suppliers 31 Our Restructuring Program 32 Distribution 33 Intellectual Property 33 Health and Safety 34 Environmental Policy 34 Organizational Structure 34 Property, Plant and Equipment 36 Item 5 Operating and Financial Review and Prospects 36 Overview of Our Business 36 Principal Factors that Affect Our Results of Operations and Financial Condition 37 Critical Accounting Policies and Estimation Techniques 44 Results of Operations 47 Liquidity 58 Capital Resources 59 Contractual Cash Obligations and Commercial Commitments 67 Quantitative and Qualitative Disclosures about Market Risk 68 New Accounting Standards 68 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Research and Development 70 Trend Information 70 Off-Balance Sheet Arrangements 70 2 Page Item 6 Directors, Senior Management and Employees 70 Directors and Senior Management 70 Board/Management Changes 73 Board Practices 73 Board Committees 73 Employees 74 Options to Purchase Securities from Registrants or Subsidiaries 75 Directors' and Secretary's Interests 78 Item 7 Major Shareholders and Related Party Transactions 80 Interest of Management in Certain Transactions 82 Item 8 Financial Information 85 Consolidated Statements and Other Financial Information 85 Legal Proceedings 85 Dividends 86 Item 9 The Offer and Listing 86 Price History 86 Item 10 Additional Information 88 Memorandum & Articles of Association—Waterford Wedgwood plc and Waterford Wedgwood UK plc 88 Material Contracts 89 Exchange Controls and Other Limitations Affecting Security Holders 89 Taxation 89 Item 11 Quantitative and Qualitative Disclosures about Market Risk 94 Item 12 Description of Securities other than Equity Securities 96 PART II Item 13 Defaults, Dividend Arrearages and Delinquencies 96 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 96 Item 15 Controls and Procedures 97 Item 16A Audit Committee Financial Expert 97 Item 16B Code of Ethics 97 Item 16C Principal Accountant Fees and Services 98 Item 16D Exemptions from the Listing Standards for Audit Committees 98 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 98 PART III Item 17 Financial Statements 99 Item 18 Financial Statements 99 Item 19 Exhibits 99 3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART I Introduction General The Consolidated Financial Statements of Waterford Wedgwood plc (the "Company") and its subsidiaries (together the "Group"), which form part of this annual report, are prepared in euro ("€"). References to "US dollars" or "$" are to United States dollars, references to "IR£" are to Irish pounds, the former currency of the Republic of Ireland prior to March 1, 2002; "¥" and "yen" means the currency of Japan and references to "£" or "pounds" are to UK pounds sterling. References to "€" are to the euro, the currency of the European Monetary Union, which, as from March 1, 2002 is the exclusive currency in the twelve nations of the eurozone, including the Republic of Ireland. References to "c" are to euro cents. References to "we", "us", "our", and other similar terms refer to the Group, unless the context otherwise requires. Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the Republic of Ireland ("Irish GAAP"), which differ in certain significant respects from accounting principles generally accepted in the United States ("US GAAP"). The principal differences between Irish GAAP and US GAAP that are relevant to us are explained in note 31 to the Consolidated Financial Statements. The Noon Buying Rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") on March 31, 2005 was €1.00 = $1.30. On September 16, 2005, the Noon Buying Rate was €1.00 = $1.22. For further information on exchange rates between the euro and the US dollar, see "Item 3—Key Information—Exchange Rates" and the discussion in "Item 5—Operating and Financial Review and Prospects—Principal Factors that Affect Our Results of Operations and Financial Condition—Exchange rate fluctuations" and "—Results of Operations". Unless the content indicates otherwise, the term "Ceramics Group" refers to our Ceramics business and products sold under the Wedgwood®, Royal Doulton® and Rosenthal® brands. The term "Waterford Crystal" refers to our Crystal operations and products sold under the Waterford® crystal, John Rocha at Waterford® crystal, Marquis® by Waterford, Stuart® crystal and Jasper Conran at Waterford® Crystal brands. The term "Rosenthal" refers to the Rosenthal AG Group of companies and their respective operations and products sold under the Rosenthal studio-line®, Rosenthal®, Thomas® and Hutschenreuther® brands. The term "All-Clad" refers to the All-Clad Group of companies and their respective operations and products sold under the All-Clad Stainless®, Cop-R-Chef®, LTD®, Copper Core®, and MC2® brands. The term "WW UK" refers to Waterford Wedgwood U.K. plc and its subsidiaries and the term "Wedgwood" refers to the Wedgwood division of our Ceramics Group. The term "Royal Doulton" refers to the Royal Doulton division of our Ceramics Group. WW UK, of which the Company holds 100% of the ordinary share capital, is registered in England and Wales. Its assets consist primarily of the entire issued ordinary share capital of Wedgwood Limited (formerly Wedgwood plc) and 99% of the issued share capital of Waterford Wedgwood Inc., held through its interests in Waterford Wedgwood Partners. References in this annual report to the names "Waterford", "Wedgwood", "Royal Doulton", "Rosenthal"
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