Benesse Holdings, Inc.
Financial Results Briefing for the Fiscal Year Ended March 2020
May 25, 2020

Event Summary[Company Name]

Benesse Holdings, Inc.

[Event Type]Earnings Announcement[Event Name]

Financial Results Briefing for the Fiscal Year Ended March 2020

[Fiscal Period]

FY2019 Annual[Date]

May 25, 2020

[Venue]Dial-in[Number of Speakers]

4
Tamotsu Adachi
Hitoshi Kobayashi
Shinya Takiyama
Katsuhiko MasumotoSupportJapan
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Presentation
Adachi: This is Adachi of Benesse. Thank you for participating in this conference call.
I will first explain the financial summary for the fiscal year ended March 31, 2020. My presentation will follow
along the material we sent to you.

First, please turn to page two of the material. The summary shows that both net sales and operating income
increased from last year. We posted both sales and profit growth, suggesting that the results were solid. The
details are also sufficiently good, and we have steadily promoted structural reforms.
I will go over some key points.
First, in Shinkenzemi, we have been pursuing profits, rather than the number of enrollments, since theprevious year, such as through price revisions and the curtailment of marketing expenses. As a result, profits
have been increasing steadily.
Also, we have been steadily promoting the digitalization of products.
In the school business, we have been taking steps to expand the business, leveraging the university entrance
exam reforms as a starting point, but as we have notified, these reforms themselves are unfortunately being
reviewed. The use of private-sector English exams and the introduction of essay questions scheduled for theuniversity entrance exam system were postponed, but our basic approach to education is unchanged. We willcontinue to conduct activities based on this approach.
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In the China business, we have struggled in recent years due to tough competition, but we are gradually
beginning to get a clearer outlook on the business to an extent, such as through product revisions and the
expansion of ecommerce channels.
In the Berlitz segment, we are actively promoting the franchising of centers. We have also been closing centersin unprofitable locations, and other structural reforms are underway.
The nursing care business has continued to expand steadily. In the last year, the number of facilities increased
to about eight nursing homes. Meanwhile, we improved the compensation of staff to care for them. As wewill show later, profits were flat.
In addition, we sold Simul International Inc. acquired Study Hacker Inc. and invested in Udemy Inc as part ofour efforts to dispose non-core businesses and invest in growth areas. We are making good progress inselection and concentration.
As for the impact of COVID-19, we were impacted by school and cram school closures from late February
through March, but the overall impact was limited.

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Next, please turn to page three for the full-year highlights.
Net sales were JPY448.5 billion, up 2.1% YoY. Although we fell short of the initial forecast, growth was steady.
Operating income was JPY21.2 billion, up 30.9% YoY, exceeding the initial forecast of JPY20 billion. Ordinary
income was JPY16.7 billion, up 37.9% YoY, also above the initial forecast.
Meanwhile, net income grew YoY but came in below the initial forecast of JPY9.5 billion.

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4Next, please turn to page four for the reasons behind the change in operating income.
This chart explains the factors behind the increase from JPY16.2 billion in FY2018 to JPY21.2 billion in FY2019.
A major contributor was the domestic education business, particularly the profit contributions from
Shinkenzemi, as we will explain later. Also, the loss from Berlitz decreased.

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Next, on page five, we show the reasons for the change in net income.
Although ordinary income lifted net income by JPY4.6 billion, and the sales of Simul also contributed JPY3.3
billion to the JPY4.9 billion posted in FY2018, impairments were recorded for Berlitz and BE studio for a
combined loss of JPY3.1 billion. In addition, extraordinary items, and an increase in income tax, stemmingfrom the rise in ordinary income and gains on sales of Simul, resulted in net income of JPY6.2 billion, up JPY1.3
billion YoY.

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Next, I will go over the segment performance. Please turn to page six.
In the Domestic Education segment, net sales were up 4.3% YoY, and operating income was up 39.6%. As aresult, operating income came to JPY14 billion. Contributing significantly to net sales was Shinkenzemi,
especially the price revision. Net sales in School & Teacher Support business increased by JPY1.9 billion,
mainly attributable to consolidating subsidiaries, Classi and EDUCOM Corp. In addition, sales increased forcram schools, college students and adult support, and English education operations.
Operating income increased by JPY4 billion, thanks to the sales growth in Shinkenzemi, as mentioned earlier,but all other factors basically neutralized each other.

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Next, page seven describes the Global Kodomo Challenge segment.
Net sales increased by 0.2% YoY, while operating income decreased by 18.5%. As a result, operating income
came to JPY2.6 billion.
Contributing to net sales were price revisions in Japan and overseas, especially China. Meanwhile, the foreignexchange impact was about JPY1.8 billion. As for operating income, the increase in SG&A expenses in Japanand China, outweighed the boost to operating income from increased sales, resulting in operating income
below the level of the previous year.

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Please turn to page eight for the Nursing Care and Childcare segment.
Although net sales grew steadily, up 5.0% YoY, increases in costs due to improved compensation for staff, as
mentioned earlier, and recruitment resulted in profits being virtually flat from last year.

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In the Berlitz segment, we promoted the franchising and closure of centers. As a result, net sales dropped
sharply by 8.6% to JPY45 billion. Meanwhile, the operating loss was reduced by roughly JPY1.5 billion, owing
to major contributions from center closures and corresponding reductions in fixed costs. As a result, theoperating loss came to JPY3.1 billion.

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10Next, I will discuss the earnings forecast for the fiscal year ending March 31, 2021 and the medium-term
management plan.
First, as for our earnings forecast for FY2020, we decided to refrain from issuing guidance. The impact of the
COVID-19 outbreak has made it impossible to calculate reasonable projections at this point. We plan on
disclosing the forecast as soon as we are able to develop reasonable estimates.
As for the medium-term management plan, we plan to disclose the plan this fall after assessing the impact of
COVID-19. For the time being, we intend to prioritize measures aimed at recovering from COVID-19.

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Before we go into the details about business, I would like to talk a little about how we intend to manage theCompany and operations at Benesse under the current situation of COVID-19.
First, as for changes in the business environment, as you all know, the state of emergency will most likely be
lifted today in the Greater Tokyo area, meaning that economic activity will gradually be restored.
That said, there are significant concerns that the outbreak will occur again. As a result, it will become very
important that we conduct our social activities and business operations in coexistence with the virus. In thatsense, I believe that there will be irreversible changes in the world, where we will probably never return tothe pre-COVID-19 days.
As stated in various places, the world economy will probably hit the reset button. In my opinion, there is ahigh probability that the global economic growth will continue to decelerate for a prolonged period from here,as many businesses and markets shrink.
Meanwhile, various barriers that existed in the past will likely be removed, creating new opportunities. I think
it is true that new growth trajectories have been taking shape. This has been particularly true in the online
domains, such as digital consumption and education, sales activities, and some medical fields. Change will
likely occur in many ways.
Much has been said of changes in lifestyle, as well. The heightened awareness of hygiene will likely make it
the norm to avoid san-mitsu (enclosed, crowded, or nearby spaces). In addition, the increase in the time we
spend at home, including for remote work, is bringing about new values.
The current situation calls for business operations to be premised on such changes. Moreover, these changes
will certainly be major changes we have never experienced in recent years.
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12Next, on page 13, we describe some important projects we are accelerating to survive under thesecircumstances.
First, we are working to shift our existing business model. We have already been implementing various kindsof online and digital education, but we will speed up these initiatives even further, in a bid to transform thebusiness model.
We are also planning to change the way we work in a more hybrid way that combines both work from home
and at the office. Ever since the state of emergency was declared, we shifted to remote work, though this ofcourse excludes service-driven businesses that are conducted in classrooms. The percentage of people whocame to the office was 15% on average.
Rather than returning this back to how things used to be, we want to permanently shift to a hybrid model,
where we combine work done from home and at the office. We are exploring options to realize this shift.
Third, as mentioned earlier, many of our businesses will inevitably be faced with tough market conditions.
Against this backdrop, the reduction of fixed costs will be crucial.
When actually implementing this hybrid style of work, we will probably need less office space. Through suchmeasures, we aim to reduce fixed costs.
Lastly, in times of uncertainty like this, an important point is for the Company to uphold its values. At the sametime, it is essential for these values of the Company to be shared by employees.
As you know, Benesse’s corporate philosophy is “well-being.” We are a group of highly motivated employees.
We will leverage this strength to promote our values further. In addition, we will ensure that employees are
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firmly aware that we are a Company that contributes to society, as we make our way forward. We will also
take action so that these values will strengthen the brand.
That concludes the explanation of the bigger picture we envision for the future.
Now, we will talk about the strategy for each business in light of the response to COVID-19. This section of thepresentation will be covered by Kobayashi.

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Kobayashi: Hi, this is Kobayashi of Benesse.
Please turn to page 15 of the material. This page describes the changes in the market environment due to
COVID-19. First, I will go over the Domestic Education segment.
As you know, there are considerable regional and school differences, where some schools have restarted insome areas, while others are still closed. Against this backdrop, we have described on page 15 about thechanges occurring right now, and what we need to think about in the future, through three approaches,
including the Shinkenzemi, cram school & English education, and school businesses.
As for Shinkenzemi, we recognize the growing expectations for correspondence courses, boosted by demand
for learning at home, especially during this busy season, ever since schools have been closed. Against thisbackdrop, the number of people using online content has grown robustly.
That said, schools will eventually be restarted, and it will certainly be crucial that we have students continue
to learn from home with Shinkenzemi even after schools restart. Nonetheless, we think the demand for online
education will likely grow even further.
In the cram school & English education business, we have discontinued all face-to-face education in tandemwith the closure of virtually all cram schools in the Group following the state-of-emergency declaration.
Meanwhile, we have already begun shifting cram school classes to online lessons, including the distributionof lessons as videos.
Going forward, even if classes were to restart, we would probably need to change the way we conduct classes,
where we used to have a lot of children sitting nearby in an enclosed space.

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Again, this is an area where we will need to adopt a hybrid approach of physical and digital, and these changes
will need to be made permanently. We also think the demand will change in that way, and we have currently
begun to implement changes in anticipation of this shift.
As for the school and teacher support business, as stated earlier, school closures and restarts have varied
widely nationwide, depending on each region and school. Also, there have been schools that shifted to online
classrooms despite school closures, and this has mainly been the case at private schools in the Greater Tokyo
area. However, we understand that the shift to online classrooms has not taken hold on a national level.
Accordingly, even after the state of emergency is lifted, and school operations are gradually restarted
nationwide, we believe it will be necessary to exercise even greater care in responding to the needs of eacharea and school.

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Please turn to page 16. This page shows the number of enrollments in Shinkenzemi as of April. Total
enrollments increased to 2.71 million from 2.62 million, up 90,000 or 3.3%, from last year.
We have four types of courses, including senior high school, junior high school, elementary school, andKodomo Challenge. The course that has shown the greatest increase in enrollments was the elementary
school course. The number of enrollments increased from 1.24 million last year to 1.33 million as of April thisyear, demonstrating that many children and parents chose our service. Page 16 also shows that we havereached this April with the number of enrollments surpassing the year-earlier level for junior high school,elementary school, and Kodomo Challenge.

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Please turn to page 17. On this page, we have organized the status of new enrollments and retention at
Shinkenzemi.
Significant progress has been made in digitalization, with the ratio of people choosing digital course material
increasing by roughly 10% compared to last year.
Please look at the section that says new enrollments. The number of annual new enrollments was 1.01 million
in 2018 and 1.05 million in 2019, with the increase in enrollments this April being particularly strong, up by
about 100,000 enrollments compared to last year.
We have seen an increase in inquiries and enrollments after the nationwide school closures and the state-ofemergency declaration. The number that stands out is the particularly robust increase in the ratio of students
choosing to use digital course materials.
Regarding the retention rate, we were able to post a retention rate roughly equivalent to the year-earlier level
throughout last year. Although we have constantly been striving to improve the products and services while
increasing the price, we have been able to achieve a retention rate on par with the previous year.
In 2020, we have seen an increase in the usage rate of course materials, and this can already be confirmed indata for May, June, and part of July. The retention rate is also extremely steady, with the retention rate higher
than the year-earlier level for all grade levels.

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Please turn to page 18. The outbreak of COVID-19 and the resulting temporary school closures, including at
kindergartens, suddenly created a situation where children across Japan were unable to attend school. On
this page, we have compiled the actions we have taken in the Shinkenzemi business at Benesse in responseto this situation.
The first thing we did at Shinkenzemi was to offer study materials "Spring General Practice Drill" reviewing all
topics for each grade level to people nationwide, including members and non-members, in light of thesituation where most schools had suddenly been closed with almost all of the final lessons of the thirdsemester being cut short. As shown in this table, we distributed one million copies in total.
As a next step, we started offering online lessons called “Today’s Schedule” to help students who werespending a lot of time studying at home. Many parents told us they were concerned about the disruption of
their children’s learning rhythm due to learning at home. Thus, we created online time slots, just like school,
so that students can learn from home while following a schedule. We had 350,000 in 7days people use theselessons.
Third, in the junior high school course of Shinkenzemi, we developed online lessons for members using course
materials of Shinkenzemi. A total of 200,000 members of the junior high school course nationwide listened tothese online lessons.
We asked parents how their children were spending time at home in light of the closure of kindergartens, andwe had heard that they were struggling a lot.
Against this backdrop, we developed an “Online Preschool” available to both members and non-members.
Because the lessons can be listened to online, we had 200,000 people from over 90 countries around theworld listen to the lessons in one month.
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COVID-19 has had a serious impact on both children and parents, resulting in many new troubles that had notsurfaced previously. Page 18 describes how we have conducted activities to support parents and students inan ongoing manner, in response to the troubles that have emerged and evolved over time.
These troubles will not end just because schools restart. I think there will be an ongoing impact on the
educational gap and achievement gap. We intend to continue to provide support in response to each problem
that arises in the future.

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Please turn to page 19. This page describes the cram schools & English education business.
As for the changes in the classroom environment, all classrooms are currently closed, and sales activities for
new enrollments have been suspended. After the lifting of the state-of-emergency declaration, face-to-faceclasses will likely need to be held in formats that prevent the crowding of students in close proximity.
As a countermeasure, we intend to reinforce hybrid services that combine physical classroom lesson ”on site”
with “video / online” lessons at cram schools and English classes. These initiatives have already been taken
for some of our classes.
At the bottom, we have written what we are currently doing and what we plan to do at three of our brands,
including Tokyo Individualized Education Institute, UP / Ochanomizu Seminar, and BE studio.
At Tokyo Individualized Education Institute, we released one-on-two individualized online lessons startingfrom June 1. At UP / Ochanomizu seminar, we have already distributed lesson videos for group lessons andstarted online lessons for tutoring. At BE studio, an English class for children, we released online and video
lessons starting from May.

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Please turn to page 20. At Benesse, we have been dividing school education and out-of-school education inplanning operation from this April. We integrated Zemi Company and Area and Classroom Education
Company from April as Out-of-school learning company.
As shown in the figure on page 20, the lessons at home on the left and the lessons in classes on the right will
be combined according to each student’s learning situation, offering a blended education. By actively
promoting this shift, we hope to provide a more individualize education to each student, and the organization
has been undergoing major changes towards this end.
We hope to promote this shift actively, even amidst the COVID-19 turbulence, as we implement classes thatcombine home learning, online lessons, and classes lessons.

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Please turn to page 21. This page describes the school and teacher support business.
As for changes in the business environment, school operations have stopped, due to school closures.
Depending on the area, some schools have gradually restarted, while others have not restarted at all. Gaps
exist depending on various areas and schools.
Changes we expect in school operations revolve around educational and aptitude gaps. When schools restart,teachers will need a way of knowing the situation of each student. Once they do so, they will then need todetermine how to conduct classes. These will be major themes as schools restart.
Schools also face issues of being unable to conduct classes like in the past, such as introducing split classattendance and adopting classroom allocations that avoid san-mitsu (enclosed, crowded, or nearby spaces),as they tackle delays in curricula.
Against this backdrop, as we have written, there will be changes in school management schedules. Some areas
have already announced such schedules and summer break is expected to be significantly shortened in thisschool year. As a result, it is already expected that there will be major changes in school classes toward theend of the school year and the school management.
Under these circumstances, in the school and teacher support business, Benesse will work to catch up withthe situation of each student by area and school, as there will likely be significant changes and gaps. We will
likely be providing support by area, school, and individual using digital technology and our various products.
Meanwhile, we are working to reinforce the Udemy business, and we intend to strengthen the business,
focusing on recurrent education targeting college students and adults.

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23This is the last part of my presentation.
In the China business of the Global Kodomo Challenge segment, we actually saw the earliest impact of COVID19 in the world. In February, production and sales activities were suspended, and warehouses were stopped.
The situation has settled down now, with business activities other than concerts and classrooms almost
normalized.
Unfortunately, the situation in February and March has resulted in the number of enrollments as of April
falling short of the year-earlier level, but the pain had not been as serious as we expected. The businesswithstood the damage, primarily through ecommerce sales.
Going forward, we will further strengthen our sales channels and ecommerce channels in China, and we will
drive forward product reforms, mainly targeting children before entering elementary school. By doing so, we
hope to stage a recovery.
This concludes my section of the presentation. Thank you.

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24Adachi: I will explain the remainder of the presentation.
In the nursing care business, we are first prioritizing the risk response related to COVID-19, as the spread of
infections would have serious consequences.
Accordingly, like any other nursing home, we restrict or prohibit visits, and sales activities have been
substantially reduced.
The acceptance of new residents has declined sharply, with the number of admission consultations and visits
down 70% to 80% YoY for March and April. As a result, the number of residents has dropped significantly,
along with a corresponding decrease in the occupancy rate.
As for the response, we are prioritizing care for occupants and the implementation of thorough measures toprevent infection. We have restricted visits and entry into the homes, and even when these restrictions arelifted, we intend to focus on responding to family needs and improving the QOL of residents.
The restrictions on visits will not be lifted at the same time as the state-of-emergency declaration. The
Ministry of Health, Labor and Welfare will likely issue a separate policy. We plan to resume sales activities for
new residents once the state of emergency is lifted.
As for our medium-term strategy, nothing has changed from what we have mentioned before. We intend tofurther strengthen high-end homes and expand our strategic dominance to gain a foothold in untapped areas.
We also look to reinforce personnel training.

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Next, on page 24, we describe the Berlitz segment. In the Berlitz segment, we pushed ahead with structuralreforms last year, resulting in a steady reduction of losses. However, due to the impact of COVID-19, thesituation has, unfortunately, become extremely tough once again.
In the current fiscal year, we expected to keep losses lower than JPY1 billion, though we would not be able tobreak even. However, we were faced with the closure of classrooms globally in April, starting with closures in
China early on, as well as the suspension of all classes for the ELS study abroad support business.
As for our countermeasures against this situation, we have implemented a full shift to online classes. As of
April, we successfully shifted approximately 55% of all classes to online classes. However, the current situation
remains extremely tough, and we are conducting sharp cost cuts.
We have implemented layoffs, restructuring, and negotiations for rent reductions wherever possible,
especially in the ELS business. We are also utilizing government support programs, such as employment
subsidies, mainly in Japan and Europe.
Regarding our medium-term strategy, we expect heightened awareness toward hygiene, likely resulting inphysical restrictions. As such, we have long been promoting Berlitz 2.0, but we will be accelerating these
efforts even further toward the adoption of a hybrid approach that integrates online classes. Meanwhile, wewill likely head in the direction of reducing physical classrooms.

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Next, on page 25, we have described our measures to expand the business domain. On April 1, we establishedan overseas business development headquarters. We created a new headquarters aimed at the aggressive
and cross-organizational design of overseas business development across all of Benesse’s operations. We
intend to drive forward the expansion of overseas businesses led by this headquarters.
As before, with regard to our new growth strategy leveraging M&A, we intend to make progress on further
enhancing the competitiveness of existing businesses and creating a third business pillar in addition toeducation and nursing care.

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Lastly, on page 26, we plan to maintain a dividend of JPY50 per share for FY2020 from the standpoint ofmaintaining stable dividends in terms of our capital policy.
This concludes our presentation.

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[END]______________
Document Notes
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2.

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TollfreePortions of the document where the audio is unclear are marked as follows: [Inaudible].
This document has been translated by SCRIPTS Asia.

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