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7-Eleven, Inc. Announces Results for 2005 Third Quarter; Merchandise Sales Grow 6.7%; Company Raises 2005 Core Earnings Guidance

Third Quarter 2005 Highlights: * Grew core earnings by 53.3 percent to $66.3 million, or $0.52 per diluted share, compared to $43.2 million, or $0.35 per diluted share, in third quarter 2004 * Increased total revenue $556.3 million, or 17.2 percent, to $3.8 billion * Increased total merchandise sales by $142.4 million, or 6.7 percent, to $2.3 billion * Produced a 4.9 percent increase in U.S. same-store merchandise sales, on top of a 4.2 percent increase in third quarter 2004 * Improved merchandise gross profit 6.5 percent to $817.0 million * Achieved record quarterly gasoline gross profit of $120.8 million with a gasoline margin of 20.8 cents per gallon * Reached global 7-Eleven store count of approximately 29,000 stores * Raising 2005 core earnings guidance to a range of $1.30 to $1.33 per diluted share from previous guidance of $1.12 to $1.16 per diluted share

DALLAS, Oct. 25 -- 7-Eleven, Inc. , today reported that core earnings, which exclude non-operating items, grew 53.3 percent to $66.3 million, or $0.52 per diluted share, for the quarter ended September 30, 2005. This compares to core earnings of $43.2 million, or $0.35 per diluted share, for the third quarter of 2004. Net earnings for the third quarter of 2005 were $68.3 million, or $0.53 per diluted share, compared to $44.2 million, or $0.36 per diluted share a year ago.

                       EARNINGS SUMMARY (Unaudited)
                             ($ in millions)

                                               Three Months Ended
                                                  September 30,
                                            2004
                                         Restated(A)             2005

  Net Earnings
  Adjustments (Net of Tax):                  $44.2                $68.3

  Non-Operating Items:
    *  Currency Conversion Gain               (1.1)                (1.5)
    *  Gain Amortization on Sale of
        Cityplace and Other Items             (0.9)                (0.4)
    *  Loss (Gain) from Discontinued
        Operations                             1.0                 (0.1)

  Core Earnings                              $43.2                $66.3

   (A)  In December 2004, 7-Eleven revised its accounting for depreciation
        of leasehold improvements and restated prior years to adjust the
        amortization expense of certain of its leasehold improvements to the
        shorter of the economic useful life or the lease term as defined by
        SFAS No. 13, "Accounting For Leases."  Prior years were restated to
        be consistent with the revised accounting for depreciation of
        leasehold improvements.

  Review of Third Quarter 2005 Core Earnings

Total revenue for the third quarter was $3.8 billion, an increase of 17.2 percent. This increase was driven by a 37.5 percent increase in gasoline revenue and a 6.7 percent increase in merchandise sales. Total merchandise sales increased to $2.3 billion, driven by a 4.9 percent increase in U.S. same-store merchandise sales. Categories that contributed to the merchandise sales increase for the quarter included fresh food, hot and cold beverages, cigarettes and services.

"7-Eleven's ability to adapt to changing consumer needs has contributed to 36 consecutive quarters of increased U.S. same-store merchandise sales," said Jim Keyes, 7-Eleven, Inc.'s president and chief executive officer. "This sustained merchandise sales record demonstrates the effectiveness of our Retailer Initiative merchandising strategy," Keyes said.

For the third quarter, merchandise gross profit grew 6.5 percent to $817.0 million. Merchandise gross profit margin decreased by 8 basis points to 36.15 percent compared to the prior-year quarter. This decrease was primarily due to changes in mix.

Total gasoline gallons sold for the third quarter rose to 582.0 million, with average gallons sold per store growing 0.9 percent. Gasoline gross profit was a record $120.8 million, an increase of 46.3 percent over the third quarter of 2004. Expressed as cents-per-gallon, the company earned a gasoline margin of 20.8 cents in the third quarter of 2005, versus 14.4 cents in the same quarter a year ago. "During a period of extreme volatility in wholesale gasoline costs, we produced gallon growth as well as record gasoline gross profit and cent-per-gallon margins by proactively managing our retail prices throughout our system," Keyes said.

Operating, selling, general and administrative (OSG&A) expenses rose 6.5 percent to $844.3 million in the third quarter of 2005. Expressed as a percent of total revenue, OSG&A was 22.2 percent, compared to 24.5 percent in the prior-year third quarter. After normalizing for the higher gasoline revenue due to the 68 cent-per-gallon increase in gasoline retail prices year over year, OSG&A for the third quarter of 2005 as a percent of total revenue would have been 24.8 percent compared to 24.5 percent for the prior-year quarter.

Summary of Third Quarter 2005 Non-Operating Items

The company reported an after-tax, non-cash currency conversion gain of $1.5 million for the third quarter of 2005.

During the second quarter of 2004, the company completed the sale of its headquarters which resulted in a deferred gain that is being recognized over three years. Third quarter 2005 results include an after-tax gain of approximately $0.9 million related to the amortization of the deferred gain.

The company closed nine stores during the third quarter of 2005, and reclassified the prior periods for the after-tax results of stores closed during the third quarter to Discontinued Operations.

Capital Expenditures

During the third quarter of 2005, 7-Eleven invested approximately $75.2 million in capital expenditures. The company anticipates that capital expenditures for 2005 will be in the range of $390 to $430 million, and expects to open around 90 to 95 stores during 2005.

7-Eleven Stores

As of September 30, 2005, the company and its franchisees operated 5,818 stores in the United States and Canada, with the global 7-ELEVEN(R) store count reaching 28,993 stores.

2005 Outlook

The company is raising its core earnings guidance for 2005 to a range of $1.30 to $1.33 per diluted share. This compares to previous core earnings guidance of $1.12 to $1.16 per diluted share. The increase in core earnings guidance is due to unusually high gasoline cent-per-gallon margins in September and October. Current gasoline margins have significantly increased in a particularly volatile gasoline market. Management expects market conditions to stabilize during the quarter and the company's gasoline margins to return to historical levels of 13 to 15 cents per gallon over the long term.

Core Earnings Guidance

The company believes that core earnings, which exclude non-operating items, are more indicative of the company's operating performance than net earnings. Certain items that impact net earnings, such as a gain or loss on foreign currency conversion, are difficult to forecast. Therefore, the company provides guidance based on core earnings.

U.S. Same-Store Merchandise Sales Calculation

When determining the same-store merchandise sales calculation, the company includes the merchandise sales of both its U.S. company-owned and franchise- operated stores if they were operating for all days of the periods being compared. New stores, relocated stores or rebuilt stores are not included in the same-store sales calculation until they have recorded merchandise sales for all days of the periods being compared.

Tender Offer

7-Eleven is the subject of an unsolicited tender offer commenced by Seven- Eleven Japan Co., Ltd. 7-Eleven has established a special committee of independent directors to review the tender offer. The special committee recommends that 7-Eleven shareholders read the special committee's solicitation/recommendation statement, as amended, regarding the tender offer. Shareholders may obtain a free copy of the solicitation/recommendation statement, which has been filed by 7-Eleven with the Securities and Exchange Commission, at the SEC's Web site at http://www.sec.gov/ .

About 7-Eleven, Inc.

7-Eleven, Inc. is the premier name and largest chain in the convenience retailing industry. Headquartered in Dallas, Texas, 7-Eleven, Inc. operates or franchises approximately 5,800 7-Eleven(R) stores in the United States and Canada and licenses approximately 23,200 7-Eleven stores in 17 countries and U.S. territories throughout the world. During 2004, 7-Eleven stores worldwide generated total sales of approximately $41 billion. Find out more online at http://www.7-eleven.com/ .

This release includes certain statements that are considered "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that is not a statement of historical fact should be deemed to be a forward-looking statement. Because these forward- looking statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of their likely impact; (ii) the publicly available information with respect to those factors on which our business analysis is based is complete or accurate; (iii) our analysis is correct; or (iv) our strategy, which is based in part on this analysis, will be successful. Additional information about these risks and uncertainties and other matters can be found in the company's annual report on Form 10-K for the year ended Dec. 31, 2004, and in its periodic reports on Form 10-Q and current reports on Form 8-K.

   Contact Information:
   Carole Davidson, CFA                   Margaret Chabris
   Vice President, Investor Relations     Media Relations
   (214) 828-7021                         (214) 828-7345

                     7-ELEVEN, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (A)
         (Shares and dollars in thousands, except per-share data)
                               (UNAUDITED)

                                  Three Months             Year To Date
                                      Ended                   Ended
                                  September 30             September 30
                                 2004        2005        2004        2005
                               Restated                Restated
  Revenues:
    Merchandise sales        $2,117,724  $2,260,137  $5,918,807  $6,281,678
    Gasoline sales            1,095,125   1,506,197   3,103,896   3,824,479
      Net sales               3,212,849   3,766,334   9,022,703  10,106,157
    Other income                 29,377      32,233      93,315      89,867
      Total revenues          3,242,226   3,798,567   9,116,018  10,196,024

  Costs and expenses:
    Merchandise cost of
     goods sold               1,350,465   1,443,139   3,803,090   4,016,214
    Gasoline cost of
     goods sold               1,012,574   1,385,426   2,858,804   3,544,581
      Total cost of
       goods sold             2,363,039   2,828,565   6,661,894   7,560,795
    Operating, selling,
     g&a expenses (B)           792,750     844,265   2,239,034   2,353,897
    Interest expense, net        14,781      14,256      50,725      42,776
      Total costs and
       expenses (B)           3,170,570   3,687,086   8,951,653   9,957,468

  Earnings from continuing
   operations before income
   tax and cumulative effect
   of accounting change (B)      71,656     111,481     164,365     238,556
  Income tax expense (B)         26,474      43,254      61,702      92,560

  Earnings from continuing
   operations before
   cumulative effect of
   accounting change (B)         45,182      68,227     102,663     145,996

  Earnings (loss) on
   discontinued operations
   (net of tax benefit
   (expense) of $675, $(66),
    $1,485, and $(278))          (1,000)        104      (2,323)        439

  Cumulative effect of
   accounting change (net of
   tax benefit of  $3,284)          ---         ---      (5,137)        ---

  Net earnings (B)              $44,182     $68,331     $95,203    $146,435

  Net earnings per common
   share (B):
    Basic
      Earnings from continuing
       operations before
       cumulative effect of
       accounting change           $.40        $.59        $.92       $1.28
      Earnings (loss) on
       discontinued operations     (.01)        .00        (.02)        .00
      Cumulative effect of
       accounting change            ---         ---        (.05)        ---
      Net earnings                 $.39        $.59        $.85       $1.28

    Diluted
      Earnings from continuing
       operations before
       cumulative effect of
       accounting change           $.37        $.53        $.84       $1.16
      Earnings (loss) on
       discontinued operations     (.01)        .00        (.02)        .00
      Cumulative effect of
       accounting change            ---         ---        (.04)        ---
      Net earnings                 $.36        $.53        $.78       $1.16

  Weighted average shares:
    Basic                       112,472     115,501     112,113     114,799
    Diluted                     130,016     132,177     129,423     131,429

  Operating stores at end
   of period                                              5,788       5,818

   (A)  Prior-year amounts have been reclassified to conform to the current
        year presentation.
   (B)  Prior-year earnings were restated in connection with
        December 31, 2004, year-end reporting to recognize a consistent
        lease term when calculating depreciation of long-lived assets on
        leased properties.

                         FINANCIAL HIGHLIGHTS (A)

                                            Three Months Ended
                                                                  % or Unit
   ($ millions - except per share data)    09/30/04     09/30/05    Change
                                           Restated

  Earnings
       Core Earnings (B)                     $43.2        $66.3
       Conversion Gain                         1.1          1.5
       Cityplace Gain Amortization and
        Other                                  0.9          0.4
       Discontinued Operations                (1.0)         0.1
       Accounting Change (C)                   ---          ---
       Net Earnings as Reported (B)          $44.2        $68.3

  Net earnings per diluted share

       Core Earnings (B)                      $.35         $.52
       Conversion Gain                         .01          .01
       Cityplace Gain Amortization and
        Other                                  .01          .00
       Discontinued Operations                (.01)         .00
       Accounting Change (C)                   ---          ---
       Net Earnings as Reported (B)           $.36         $.53

       Weighted Average Shares
        Outstanding (basic in 000's)       112,472      115,501
       Weighted Average Shares
        Outstanding (diluted in 000's)     130,016      132,177

       EBITDA (B)(D)                        $168.7       $210.8    $42.1

  Interest Coverage Ratio (E)

  Key Data (F)
       Total Revenue                      $3,242.2     $3,798.6     17.2 %

       Merchandise Sales                  $2,117.7     $2,260.1      6.7 %
           U.S. Same-Store Sales
            Increase                           4.2 %        4.9 %
           Merchandise Gross Profit         $767.3       $817.0    $49.7
           Merchandise GP Margin             36.23 %      36.15 %     (8)bp

       Gasoline Sales                     $1,095.1     $1,506.2     37.5 %
          Gasoline Gallons                   573.8        582.0      1.4 %
          Gasoline Gross Profit              $82.6       $120.8     46.3 %
          Gasoline CPG                        14.4         20.8      6.4
          Gasoline GP Margin                  7.54 %       8.02 %     48 bp

  Average Per Store Day Data Percent
   Incr/(Decr) (F)
       Merchandise GP Growth per store         6.3 %        5.3 %   (1.0)
       Gasoline Gallons Sold                   3.9 %        0.9 %   (3.0)
       Gasoline GP Dollars                    (9.3)%       45.6 %   54.9
       Total GP Dollars                        2.7 %       13.5 %   10.8

                         FINANCIAL HIGHLIGHTS (A)

                                            Nine Months Ended
                                                                   % or Unit
   ($ millions - except per share data)   09/30/04      09/30/05     Change
                                          Restated

  Earnings
       Core Earnings (B)                   $104.1        $136.7
       Conversion Gain                        1.6           7.2
       Cityplace Gain Amortization and
        Other                                (3.1)          2.1
       Discontinued Operations               (2.3)          0.4
       Accounting Change (C)                 (5.1)          ---
       Net Earnings as Reported (B)         $95.2        $146.4

  Net earnings per diluted share

       Core Earnings (B)                     $.85         $1.09
       Conversion Gain                        .01           .05
       Cityplace Gain Amortization and
        Other                                (.02)          .02
       Discontinued Operations               (.02)          .00
       Accounting Change (C)                 (.04)          ---
       Net Earnings as Reported (B)          $.78         $1.16

       Weighted Average Shares
        Outstanding (basic in 000's)      112,113       114,799
       Weighted Average Shares
        Outstanding (diluted in 000's)    129,423       131,429

       EBITDA (B)(D)                       $460.3        $535.7     $75.4

  Interest Coverage Ratio (E)                7.65         10.85

  Key Data (F)
       Total Revenue                     $9,116.0     $10,196.0      11.8 %

       Merchandise Sales                 $5,918.8      $6,281.7       6.1 %
           U.S. Same-Store Sales
            Increase                          5.7 %         4.9 %
           Merchandise Gross Profit      $2,115.7      $2,265.5    $149.8
           Merchandise GP Margin            35.75 %       36.06 %      31 bp

       Gasoline Sales                    $3,103.9      $3,824.5      23.2 %
          Gasoline Gallons                1,674.2       1,685.7       0.7 %
          Gasoline Gross Profit            $245.1        $279.9      14.2 %
          Gasoline CPG                       14.6          16.6       2.0
          Gasoline GP Margin                 7.90 %        7.32 %     (58)bp

  Average Per Store Day Data Percent
   Incr/(Decr) (F)
       Merchandise GP Growth per store        7.0 %         6.3 %    (0.7)
       Gasoline Gallons Sold                  5.0 %         0.6 %    (4.4)
       Gasoline GP Dollars                   (3.1)%        14.1 %    17.2
       Total GP Dollars                       4.7 %         8.0 %     3.3

  Total Stores (end of period)
       U.S. and Canada                      5,788         5,818        30
            Gasoline Stores                 2,436         2,433        (3)
       Worldwide                           26,980        28,993     2,013

  Balance Sheet Items (end of period)
       Debt                              $1,027.2        $821.0
       Convertible Quarterly Income
        Debt Securities                    $300.0        $300.0
       Stockholders' Equity (B)            $444.8        $668.3

   (A)  Prior-period amounts have been reclassified to conform to the
        current year presentation.

   (B)  Prior-period earnings were restated in connection with
        December 31, 2004, year-end reporting to recognize a consistent
        lease term when calculating depreciation of long-lived assets on
        leased properties.

   (C)  Year-to-date 2004 reported net earnings includes the one-time
        cumulative effect charge of $(5.1) million, or $(0.04) per diluted
        share in connection with the adoption of FIN 46R in 2004 which
        relates to variable interest entities.

   (D)  EBITDA defined as earnings before net interest expense, income taxes
        (benefit), depreciation and amortization and cumulative effect of
        accounting changes.

   (E)  Interest coverage ratio is based on EBITDA divided by Interest
        Expense for the trailing 12 months ended September 2004 and 2005,
        respectively.

   (F)  Total sales of merchandise and gasoline for the nine months ending
        September 2004 benefited approximately 0.4 percent from the extra
        day due to leap year.  The U.S. same-store sales increase and the
        average-per-store-day percent changes are calculated on an average-
        per-store-day basis and are unaffected by the extra day.