TSI HOLDINGS CO., LTD.
Q2 Financial Results Briefing for the Fiscal Year Ending February 2020
October 3, 2019

Event Summary[Company Name]TSI HOLDINGS CO., LTD.

[Event Type]Earnings Announcement[Event Name]

Q2 Financial Results Briefing for the Fiscal Year Ending February 2020

[Fiscal Period]

FY2019 Q2[Date]

October 3, 2019

[Number of Pages]

15[Time]

9:59 – 10:48(Total: 49 minutes, Presentation: 45 minutes, Q&A: 4 minutes)[Venue]Aoyama Building, 6F
1-2-3 Kita-Aoyama, Minato-ku, Tokyo 107-0061[Venue Size][Participants]

74[Number of Speakers]

4
Shinichi Uetadani
Masaaki Oishi
Mitsuru Naito
Kohei Yamada

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Presentation
Moderator: Good morning. It is now time to start the briefing of the Q2 financial results of our Company,
which was released yesterday.
In line with the presentation material you have on hand, Uetadani, CEO, who is sitting on your left, will present
first, followed by a question-and-answer session. During the question-and-answer session, Oishi, the Director,
will also join.
Now, the CEO will present.
Uetadani: Good morning. As we usually do, I would like to explain the entire picture first, and after that, you
can ask questions during the question-and-answer session.

Please open to page two of the presentation material. This is the income summary. This page explains theyear-on-year changes from sales to final profit. I will also discuss the influences, excluding the acquisition of
UENO-SHOKAI.
Net sales increased 108.8% year-on-year. Excluding UENO-SHOKAI and last year's withdrawal, the existing
businesses is 102.1%, which is a slight increase.

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Below that, the gross profit is 108.4% year-on-year, and the percentage decreased slightly. The biggest reason
for this decline is UENO-SHOKAI. It is not that they have poor business performance, but that around half of
their entire business is made up of select shops. This is a business model that buys and sells imported brands
and other products, and with its gross profit not so high, it seems that this pushes down the gross profit marginof the entire Company slightly.
UENO-SHOKAI's performance is healthy, and they sell out with list prices, which is our strategy.
We will explain later by brand, but it was nano・universe that was the most unsuccessful part of our overall
strategy of selling products at list prices and keeping profits steady without making too much. Nano ・universe's gross profit margin fell 2.8%, and without this, the gross profit margin would have totally improved.
The current situation is that nano has dragged down significantly. Nano will also be discussed by brand andby major brand on the following page.
In this fiscal year, in general, it was difficult during the non-bargaining periods partly due to — after the startof this fiscal year in spring — the continuation of weekend rains and the weather staying cool after Golden
Week. It was not that everything else except nano was smooth sailing. The truth is that we struggled in thesummer because of less sales for summer items during non-bargaining periods.
However, each operating company was implementing the Group’s strategy of keeping stock down and sellingthem at list prices. Those that did not have excessive stock — and could not be sold during the non-bargaining
periods — were sold out at restricted yields and discount rates, including during bargaining periods, which
made it even in the end. Overall, the business environment was challenging, but we hung on and somehow
made it. This is the truth.
SG&A expenses were kept under control both in comparison with the forecast and the previous fiscal year.
Another factor here is restructuring charges. In this fiscal year, in addition to the operating expenses of theso-called ordinary businesses, there are still expenses for businesses that withdrew from last year throughthis year. They were able to be reduced more than originally anticipated by negotiation or by somehow
recovering their performance before the sale. We were able to control expenses to a certain extent, andoperating income has improved slightly comparing with the previous year, and comparing with the budget, it
is a big improvement. Operating income exceeded initial forecasts for the first half of the fiscal year.
However, this is not an optimistic view, but the business itself was largely in line with the plan. It is not that
we made a lot of savings with business, and we will remain vigilant. The restructuring has not yet been
completed in its entirety. Although there are some uncertainties due to other parties involved, the Company's
policy continues to be no postponement at all. We will make steady progress as planned.
Regarding ordinary income, there is no significant point, and there is a slight increase or decrease due to theinclusion as operating expenses, and non-operating expenses. There are no noteworthy or bad stories about
ordinary income.
There were no extraordinary losses. Regarding special gains, we sold Callaway Apparel, a joint venture with
Callaway Golf Co., Ltd., based on the original contract. As we explained at the briefing for Q1, the profit fromthe sale is about 1 billion yen. The gain on the sale of other cross-shareholdings and other factors contributed
to a year-on-year increase in net income of about 0.52 billion yen.
No major impairment is currently planned. Structural reforms are scheduled to proceed as planned from theend of last year and are to be completed.

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There is one risk here, which is HUF in the US We acquired the company two years ago, but our policy haschanged from the strategy when we acquired it. With the change in presidency, we have changed from awholesale business for mass retailers to a brand strategy based on directly-managed stores. Although there
is a divergence from the initial plan that could result in impairment depending on the opinion of the auditing
firm, the business is steadily rebranding.
This is the overview of the whole. Although we have achieved the plan, we are neither optimistic nor
pessimistic.

Page 3 explains the background per brand. As I mentioned earlier, nano・universe fell the most in gross profit
ratio among the other brands. This caused a large impact because their sales as a single brand are the largest
in our group.
While overall sales have been increasing, and improvements in merchandising and others have been
progressing, they failed in terms of the accumulation of summer stock. Reflecting on the shortage of summer
items last summer due to sudden heat, they prepared large stock of summer items in spring, resulting inexcessive stock due to the cool summer. In the end, they were forced to sell at discount prices in August andto write down the surplus stock, lowering the gross profit ratio.
Nano・universe is a young company that is very energetic and is taking on new challenges one after another.
Their management team is also very young, and in that sense, they are aggressively pursuing new digitalstrategies. However, compared to the other seasoned brands of our Company, the accuracy of merchandising

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4and the pace of brakes and accelerators were slightly too loose, and they prepared too much stock with theintention of competing on summer items, which was the reason for the loss this time.
Weather conditions vary in many ways, and there is nothing to do but to merchandise carefully. The on-siteteam considerably regrets this and modifies merchandising of winter items without increasing stock. We will
prevent the same from happening in the second half of the fiscal year. We regret that this happened in thefirst half of the fiscal year.
Also, as for nano, they have their main warehouse in Narita, and there are the impacts of typhoons. Employees
were unable to come to work for about half a month though the warehouse wasn’t flooded.
In such circumstances, while nano's overall sales certainly have been increasing, they must improve theaccuracy of merchandising.
Moving on to the next brand, NATURAL BEAUTY BASIC saw a slight decline in sales, but the contents are very
healthy. Gross profit ratio rose 0.8% as a result of an improvement of around 2% in non-bargaining sales.
More growth in sales would have been much better, but they are a mature brand in our Company. They havebecome a cash cow that steadily maintains profits. Their strategy is to secure profits by keeping the nonbargaining sales rates to secure profit rather than forcing the taking of risks. This was implemented as planned.
NATURAL BEAUTY BASIC is owned by SANEI bd, an operating company centered on SPA brands for railway
station buildings and fashion buildings, and their strategy is to grow with the brands such as N.NATURALBEAUTY BASIC, and FREE'S MART and JILL by JILLSTUART, while earning profits with NATURAL BEAUTY BASIC.
Next is MARGARET HOWELL. This is the leading global brand among the other brands of our Company, butboth their sales and gross profit struggled slightly.
The first reason, which seems to be the least relevant, is that until now, they had been selling at list prices in
ZOZO, but when it started offering discount services, they suspended the sales of all of their products andrefrained from sales on it until it returned to its original state. This led to a large amount of stock, and sellingthrough other channels did not catch up, which resulted in a slight decline in both sales and gross profit ratio.
In addition, regarding the gross profit ratio, there are two main product lines, which are MARGARET HOWELL
and MHL for work wear or more casual. MHL had performed strongly, especially with logo bags and logo Tshirts, up to the beginning of this year. However, in order to appeal the power of brand, they sold a large
number of products with logos at discount prices. This was carried out as a policy and this is the reason why
gross profit has been reduced slightly.
There is a bigger challenge. This brand has a two-season system, as it is a complete collection brand of London
and is selling in Japan in parallel with the local market. They carry out a two-season business in which
spring/summer products are disclosed in the beginning of the year and fall/winter products are disclosed insummer in collection, and the released products are sold accordingly. Considering the business of selling atlist prices and avoiding unnecessary stock, it is a long-term challenge that they need to create more detailed
merchandising for each season. We are starting discussion on this with the team in the United Kingdom.
MARGARET HOWELL also has businesses in the UK, Europe, and the home country, connected to one another.
The scale in the UK is smaller than that in Japan, but it is very strong. An impact from Brexit was expected, but
so far, there has been little impact. Sales to inbound tourists are growing, mainly by e-commerce, and thebusiness in the UK is going well.

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As a measure against Brexit, they hold stock slightly earlier in each region, as it may become difficult to
exchange stock between European countries and the UK. This doesn’t mean excessive stock, but they are now
working to ensure that their business is not affected for the foreseeable future.
Although it fell slightly, I believe that this is recoverable within this fiscal year. Comparing with the plan, the
MARGARET HOWELL group is currently expected to move forward as planned.
Let’s move on to the one below that, PEARLY GATES. This is our signature golf brand. This brand had asignificant increase in sales of 107.6%. The gross profit ratio seems to decline slightly, but this is due to the30th anniversary of PEARLY GATES this fiscal year. This brand supports professionals, runs tours as a sponsor,
and makes extensive promotions. As expected, these went well, and the sales grew significantly. It is not
because the number of new stores has increased.
Currently, however, they are conducting various promotions, and thus they have made a lot of samples andsuch. As a result, the gross profit margin declined slightly due to a slight impact on cost of sales. PEARLY GATES
business itself ended favorably in the first half of the fiscal year.
In particular, they have a main product line, PEARLY GATES, and another product line, MASTER BUNNY, forprofessionals. MASTER BUNNY, the line for professionals, was slightly struggling in the first half of the year,
but by replacing merchandising and teams, it began to show double-digit growth beginning with fall/winter.
This may become a backbone.
PEARLY GATES has performed well so far, and it has no problems with launching the fall/winter season. It also
makes profit from non-bargaining sales.
Number five is AVIREX, a brand from UENO-SHOKAI that has been fully consolidated starting this year. This isa brand of military items. Although the year-on-year comparison is not shown here, it is generally strong. Sales
grew 103% and gross profit grew 102% year-on-year, respectively. The percentage of non-bargaining sales
improved slightly by about 0.2%. Operating income also rose 20%.
The reason for the success was the "air race," which is an obstacle race with airplanes. AVIREX sponsored theevent again in Chiba this year, and fans bought new AVIREX items for early spring to wear at the event. Thisis typical of AVIREX. They make fans properly, communicate with them properly, and sell during nonbargaining periods properly. Such efforts went well.
This company can make a solid customer base, and their stores are extremely strong. It is an excellent brand.
Regardless of the weather, the customers make reservations for autumn and winter items from July to
September and purchase them ahead in August and September. And profits for the first half of the fiscal year
have been secured.
AVIREX also does business in Shanghai with the annual sales of about 1.1 billion yen. This is a joint venturewith a local partner. The actual consolidated amount is small, but the business is struggling slightly today. The
Chinese fashion economy itself is extremely sluggish, and thus, it made a slight deficit, but the overall figure
is in the range of being able to absorb it.
I don't think that this will have a significant impact on the consolidated base because this deficit can beabsorbed by the profits in Japan and can be improved in the second half. However, the situation in China
remains weak.
Among the other UENO-SHOKAI businesses apart from AVIREX, there are also strong select-base businesses
such as ROYAL FLASH and LHP and other select-base businesses that are slightly struggling such as B'2nd. I

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think that there is no problem as a whole because they are selling at list prices and are making profits asplanned. AVIREX, the signature brand, performed well in the first half of the fiscal year.
The next one below that is ROSE BUD. This was the largest structural reform brand, but they achieved
profitability in the first half of the fiscal year as planned. They closed unprofitable stores and narrowed down
stock to make the business healthy. However, there sometimes missed the sales opportunities, and theindividuality of the product has become a little unclear. They have begun to rebuild with the lineup of autumn
and winter items and products with prints or a slightly stronger edge.
ROSE BUD turned profitable in the first half of the fiscal year. Naturally, the second half of the year will be abigger business. If there are no major failures, of course, we expect the business to return to being profitable
for the full fiscal year as well.
Although it does not appear in the Top 10, the cosmetics brand Laline also recovered completely in the firsthalf of the fiscal year.
That was off topic. The next is number seven, STUSSY. This is the largest business among our street brands.
This is a brand by a company named JACK. As I mentioned earlier, sales of the brand have dropped, but they
have a global brand unification strategy and are following it. They discontinued plans that they had only forJapan until last year and changed to global products and promotions. Sales declined as planned, but as theyplanned merchandising considering the impact, both gross profit and operating profit exceeded our targets.
Gross profit margins are also rising in terms of the content of sales. In addition, the percentage of nonbargaining sales has risen by 1.1%. This is also a business that offers few discounts and sells more than 80%
with list prices. The contents are healthy at present.
Next is number eight, HUMAN WOMAN. Net sales declined slightly, but this is a rebound from the 20th
anniversary campaign of the brand last year, and was expected and planned.
The challenges here are how to acquire new customers and how to rejuvenate our customer base.
Sanei International CO.,LTD operates this brand, which continues to enjoy strong sales of ADORE, a fairly
expensive women's clothing brand. They also opened a new LE PHIL brand shop at fashion bulding in Shinjuku,
which also had a favorable start.
The Company as a whole has been healthy so far, and they generate profits that exceed the plans. NATURALBEAUTY is in the midst of revitalization. Although it cannot be said that it has been revitalized yet, please
understand that it is under control and is currently being revitalized. Including that, Sanei-International is avery profitable company.
Number nine is UNDEFEATED, a street brand centered on sneakers, which is steadily growing both in sales
and gross profit. In addition to the increase in new store openings, the gross profit margin has risen by 1%.
We believe that the contents are solid.
Now, in the field of sneakers, Nike is doing much more sophisticated promotions, including technology
investments. UNDEFEATED is a brand based in the US, and as another American brand, they in the US are
firmly involved with Nike, and in Japan, Nike Japan, and our team are also involved. Our relationships with
Nike are extremely favorable. From their point of view, we are a partner with whom they want to deal firstfor new products and to promote together, and this works very well.

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Another factor that supports our gross profit is our original apparel products. Not only do we sell valuablesneakers to customers who wait in line to buy them, but we also sell original apparel, so we believe that there
are no problems at the moment.
Number 10 is HUF. This is the consolidation of Japan and the US I will explain separately. For businesses in theUS, as I mentioned at the beginning, mass retailing is becoming much more difficult today. We adopted astrategy to restrict wholesaling and switch to directly-managed stores and e-commerce. Wholesale sales havedeclined by about 20%, which has been compensated for by local directly-managed stores, and Japanespecially. I will talk about it later, but the sales in Japan are growing by around 150%. Covered by directly
managed stores in Japan and the US, sales totaled more than 87% in comparison with the previous year.
As some wholesale sales have fallen systematically, this is not a particular concern. Gross profit margins haverisen. This is because we are trying to take a higher brand position in Japan than in the US. We are also trying
to drive the brand from Japan. Gross profit margins have risen, supported by Japanese business.
On the other hand, we are trying to switch the business in the US to directly-managed stores while maintaining
a good balance, because a sudden reduction in wholesale sales results in a sharp decline. While wholesaling
is becoming weaker than expected, California is said to have the world's most stringent restrictions on store
openings. The impact of these restrictions has caused some delays, which is a cause for concern.
In any case, we are not thinking of changing this strategy. This is absolutely necessary for the future. For thisfiscal year, we will strive for rebranding to switch to directly-managed stores. The portion of weakened
wholesaling will be properly handled by using Tmall and outlets to maintain the overall balance.
In fact, STUSSY broke off dramatically worldwide because we heightened the quality of STUSSY based on theJapanese standard, took care of branding in Japan, and stimulated inbound demand of China and other Asian
countries. We have a track record in creating such cycles. We are thinking of branding HUF solidly in Japan aswell. Sales in Japan are 150% year-on-year. Existing stores are also 113%. Gross profit grew 154%, and thegross profit margin in Japan rose 1.9%. Sales in Japan are expanding steadily.
We are creating stores that can compete even at higher prices with slightly higher retail prices. In any case,
we have a system to support rebranding of the US market in Japan. A slight issue is that we were considering
launching the women’s business in the US and in Japan at the same time, but it may take time in the US We
are now planning to expand the women’s product line in Japan in advance and apply that to the US market.
By expanding our women's product line in the second half of the year, we aim to support rebranding of the
US market, which is to further expand the business in Japan.
As a whole, we are moving forward as planned. For the question of if there are any impairment losses of HUF,
there are such risks as these. There is a discrepancy between the plan at the time of purchase and the current
plan. Including the strategy change I made, there may be impairment losses depending on how the audit firm
sees it.
Nothing has been determined. The reason why I explained that we firmly work on the business while there
may be risks of impairment losses is not to control expectations, but I would like to let you know that such a
gap exists.
Of course, I would like to report such risks clearly once they are found to exist. However, it will not involve
cash outflow, or it will not impact this business, but there is a certain level of risk.
By brand, this is the overview. It’s not that there are many brands with successful results, but they keep grossprofit by raising the percentage of sales at list prices if sales decline. If something is weak, we control that bykeeping down the yields and discounts. We somehow secured the profit by balancing that, except for nano.
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In terms of contributing to profits, UENO-SHOKAI is a company with strong outerwear. In principle, there wasalmost no contribution from them to profits in the first half of the fiscal year, including goodwill. Therefore,
UENO-SHOKAI is not becoming a backbone, but it seems that we keep standing on our own, with a small
amount of savings, by cutting expenses.
If asked if there was no last-minute demand (caused by increase in consumption tax) in September, I
understand that was rarely the case for us. There was some during the last weekend and the 30th. It is truethat there were some customers who decided to buy on September 29 or 30, rather than October 1, if they
were to buy anyway, or who wanted to purchase outerwear. We believe it didn’t significantly affect the overall
result.
On the other hand, the reaction in October is uncertain. As a whole, we have formulated plans that are notparticularly pessimistic or optimistic.

The remaining pages are supplementary materials. The fifth page shows existing stores and all-store sales.
Existing stores graph goes up or down. This is because our overall strategy is to maintain gross profit by sellingat listed prices rather than forcibly opening new stores or forcibly increasing sales.
As I mentioned earlier, we are introducing a customer care app for our brick-and-mortar stores and arestarting to sell our e-commerce stock at stores, so we will cover all channels, including e-commerce.

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9Page six shows trends by channel. The percentage of department stores is declining. This is largely due to
UENO-SHOKAI's lack of presence in department stores. In addition, some department store brands havewithdrawn. This is due to such structural changes rather than poor performance at department stores. Instead,
there were many UENO-SHOKAI brands in street-side shops or in station buildings, which led to an increasein non-department stores and an increase in e-commerce.

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The reason for the decline in overseas sales is the Beijing brand Tsubomi, which was sold at the beginning of
the fiscal year.
Our strategy to expand our e-commerce site is steadily progressing. In terms of increasing the number ofcustomers who buy at shops and via website, and of making them loyal customers, the number of OmniChannel members is 111.2% and their sales are 124% compared to the previous year. Loyal customers are
steadily increasing.
Last year, the average unit price that the customers bought both at shops and online was around 80,000 yen,
but this year, it has reached over 120,000 yen. We are progressing favorably in increasing loyal customers.
This is supported by apps. Sales via apps rose from 20.5% last year to about 30%, i.e. 29.3%.
This concludes my presentation.

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11Question & Answer

Moderator: Thank you. The stories about Omni members and figures of sales via apps that he just mentioned
are from the data aggregated for the operating companies in the scope of the TSI e-commerce strategy anddo not cover all the companies. Please be aware of that.
Now we move to the questions. Please raise your hands if you have any questions.
Suzuki: I am Suzuki from SEN-I-NEWS.
I heard you’ve changed the strategy of HUF. I think there is a considerable gap between the current
development of overseas businesses and the initial plan. Will you revise the targets for overseas businesses
in the future, or are there any measures to be taken today?
Uetadani: I don't think there will be a significant decline in overseas sales specifically due to rebranding of
HUF in the US We will expand HUF overseas. It's just that it is different from the plan when you bought it. It
has not been changed that we would like to make about one third of our operations overseas over the mediumterm.
As for HUF, in addition to expanding the size of the Japanese market, China is important. I think we talked
about this at the briefing for the first quarter, but now we are in the final stage with our partner candidate.
We are in the process of negotiating the final phase of our business in China, considering that it may be
dangerous to develop a large-scale business in China by opening shops just by ourselves. I would like to see
this happening sometime in this period, but the market conditions in China are not so good recently. We aredoing this carefully, without pushing too hard. There is no change in the plan.
In other overseas markets, we are also advancing golf brands into the US We're planning to develop a new
brand. At present, our existing brands can be used or cannot be used due to trademark issues, but we are
currently working to expand a golf brand into the US as well.
MARGARET HOWELL is also planning to open stores because inbound sales in the US are steadily increasing
as planned. We are slightly cautious with that because rents in the US are unusual on both the West and East
Coasts. As we hear the news that triggered a bankruptcy filing of Barney in the US, the price is currently
abnormal. We would not like to sign a contract at such an abnormal price. Thus, this plan may be a little
postponed, but we already identified a British person in charge and are preparing to be able to move forward
at any time. We are considering expanding e-commerce first if opening a new store is postponed.
In fact, we are negotiating about expansion of some other brands, maybe two, into China. There is anotherbrand we are planning to expand into the US We are still preparing for such events. We have not changed ourpolicy of aggressively investing in brands that are expanding overseas.
Moderator: Released on September 11, the Global Business Strategic Department was launched on October
1. Plans for the next fiscal year and beyond will be made by this department.
Does anyone have a question? Anyone?
Now, we conclude the financial results briefing. Thank you for coming today.
[END]

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______________
Document Notes
1.
2.

SupportJapan
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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