Seven & i : Announcement of Consolidated Financial Results for the Six Months ended August 31, 2016

October 6, 2016

Seven & i Holdings Co., Ltd. (URL http://www.7andi.com/en)

Securities Code No. 3382 President :Ryuichi Isaka

The Company's shares are listed on the First Section of the Tokyo Stock Exchange. Submission date of quarterly securities report scheduled: October 13, 2016 Starting date of paying dividend: November 15, 2016

Preparation of brief summary materials for quarterly financial results: Yes Holding of quarterly financial results presentation: Yes

Note: All amounts less than one million yen have been disregarded.

1. Business Results for the Six Months ended August 31, 2016 (from March 1, 2016 to August 31, 2016)
2. Results of Operations (cumulative) (Millions of yen, except per share amounts)

   	Revenues from Operations		Operating Income		Ordinary Income
   Six Months ended August 31, 2016	2,866,167	(4.3)%	181,466	5.2%	182,616	7.0%
   Six Months ended August 31, 2015	2,994,992	(0.3)%	172,459	3.1%	170,686	2.1%

   	Net income Attributable to Owners of Parent	Net Income per Share		Diluted Net Income per Share
   Six Months ended August 31, 2016 Six Months ended August 31, 2015	33,480 (60.4)% 84,521 0.7%	37.86 (yen)		37.82 (yen) 95.51 (yen)
   		95.60	(yen)

   Notes: 1. Comprehensive income:

   Six Months ended August 31, 2016: (46,268) million yen [ ‐%] Six Months ended August 31, 2015: 101,767 million yen [ 44.3%]

   2. Percentages represent increase (decrease) from the corresponding period in the prior fiscal year.

   *Group's total sales include the sales of Seven-Eleven Japan and 7-Eleven, Inc. franchisees: Six Months ended August 31, 2016: 5,280,494 million yen [(0.6)%]

   Six Months ended August 31, 2015: 5,310,227 million yen [ 4.5%]

3. Financial Position (Millions of yen, except per share amounts)

4. 	Total Assets	Net Assets	Owners' Equity Ratio	Owners' Equity per Share
   As of August 31, 2016 As of February 29, 2016	5,229,101 5,441,691	2,355,298 2,505,182	42.5% 43.6%	2,512.98 (yen) 2,683.11 (yen)

   Note: Owners' equity (net assets excluding minority interests in consolidated subsidiaries and subscription rights to shares) : As of August 31, 2016:2,221,152 million yen As of February 29, 2016:2,372,274 million yen

5. Dividends

6. 	Dividends per Share (yen)
   Record Date	First Quarter	Second Quarter	Third Quarter	Year-end	Annual
   Year ended February 29, 2016	-	38.50	-	46.50	85.00
   Year ending February 28, 2017	-	45.00
   Year ending February 28, 2017 (forecast)	-	45.00	90.00

   Notes: 1. Revision of dividends forecast during the current quarterly period: None

   2. Breakdown of year-end dividend for the fiscal year ended February 29, 2016: Commemorative dividend 8.00 yen

7. Forecast of Business Results for the Fiscal Year ending February 28, 2017 (from March 1, 2016 to February 28, 2017)

   (Millions of yen, except per share amounts)

   	Revenues from Operations		Operating Income		Ordinary Income		Net income Attributable to Owners of Parent		Net Income per Share
   Entire Year	5,770,000	(4.6)%	353,000	0.2%	351,000	0.2%	80,000	(50.3)%	90.51 (yen)

   Notes:

8. Percentages represent increase (decrease) from the corresponding period in the prior fiscal year.

9. Revision of business results forecast during the current quarterly period: None

   * The forecast of Group's total sales include the sales of Seven-Eleven Japan and 7-Eleven, Inc. franchisees: Entire Year: 10,500,000 million yen [(1.9)%]

10. Others

11. Changes in significant subsidiaries during the period:

    (changes in specific subsidiaries accompanying change in scope of consolidation): None Added: none Excluded: none

12. Application of specific accounting for preparing the quarterly consolidated financial statements: None

13. Changes in accounting policies, accounting estimates or restatements 1.Changes due to amendment of accounting standards: Yes

    (Application of Accounting Standard for Business Combinations and other accounting standards)

    From the first quarter of the fiscal year ending February 28, 2017, the Company has applied the "Revised Accounting Standard for Business Combinations" (ASBJ Statement No. 21, September 13, 2013; hereinafter, "the business combinations accounting standard"), the "Revised Accounting Standard for Consolidated Financial Statements" (ASBJ Statement No. 22, September 13, 2013; hereinafter, "the consolidated financial statements accounting standard"), and the "Revised Accounting Standard for Business Divestitures" (ASBJ Statement No.7, September 13, 2013; hereinafter, "the business divestitures accounting standard"). The accounting standards reflect a switch in methodology with respect to the posting to capital surplus of differences arising from changes in equity in a subsidiary by the parent company in cases in which control continues, and the posting of acquisition-related costs as expenses for the consolidated fiscal year in which they are incurred. For business combinations occurring after the start of the first quarter, the Company has switched to a method in which revisions to the distribution of the cost of the acquisition due to the finalization of provisional accounting treatment are reflected in the quarterly consolidated financial statements applicable to the quarterly period in which the date of the business combination falls. Additionally, the Company has made changes in the presentation of quarterly net income, etc. and the presentation of a switch from minority interests to

    non-controlling interests. Financial statements for the second quarter of the previous fiscal year and for the previous fiscal year have been reconfigured to reflect these changes in presentation.

    In the quarterly consolidated statements of cash flows for the second quarter of this consolidated fiscal period, cash flows from the purchase or sales of shares of subsidiaries without change in scope of consolidation are presented in cash flows from financing activities, and cash flows relating to the acquisition-related costs of shares of subsidiaries with change in scope of consolidation and cash flows relating to the costs incurred in acquisitions or sales of shares of subsidiaries without change in scope of consolidation are presented in cash flows from operating activities.

    Regarding application of the above mentioned accounting standards, pursuant to pass-through handling procedures stipulated in Article 58-2(3) of the business combinations accounting standard, Article 44-5(3) of the consolidated financial statements accounting standard, and Article 57-4(3) of the business divestitures accounting standard, the cumulative monetary effect at the beginning of the first quarter of the current fiscal year arising from the retroactive application of the new accounting policies to all past periods are added or subtracted from capital surplus and retained earnings.

    As a result of this change, goodwill, and capital surplus at the beginning of the period for the first quarter of the fiscal year ending February 28, 2017 decreased by 51,324 million yen, 116,446 million yen, respectively, while foreign currency translation adjustments and retained earnings increased by 5,900 million yen, 59,221 million yen, respectively. Additionally, operating income and ordinary income increased by 2,441 million yen and income before income taxes increased by 15,329 million yen for the second quarter of the fiscal year ending February 28, 2017.

    2.Changes due to other reasons: None 3.Changes in accounting estimates: None 4.Restatements: None

14. Number of shares outstanding (common stock)

15. Number of shares outstanding at the end of period (including treasury stock)

    As of August 31, 2016: 886,441,983 shares As of February 29, 2016: 886,441,983 shares

16. Number of treasury stock at the end of period

    As of August 31, 2016: 2,568,531 shares As of February 29, 2016: 2,290,888 shares

17. Average number of shares during the period (cumulative quarterly consolidated period)

    As of August 31, 2016: 884,227,468 shares As of August 31, 2015: 884,114,221 shares

18. Supplementary information

19. The Act for Partial Revision of the Income Tax Act, etc. (Act No.15 of 2016) and the Act for Partial Revision of the Local Taxes, etc.(Act No.13 of 2016) were promulgated on March 31, 2016, and will reduce corporate tax rate, etc. from the consolidated fiscal years beginning on or after April 1, 2016. As a result, the effective legal tax rates used for calculating deferred tax assets and deferred tax liabilities were changed from 32.3% to 30.9%, pertaining to temporary differences that are expected to be settled in the consolidated fiscal year beginning on March 1, 2017 and the consolidated fiscal year beginning on March 1, 2018, and to 30.6% , pertaining to temporary differences that are expected to be settled in the consolidated fiscal year beginning on or after March 1, 2019.

    As a result of this change in the tax rate, the amount of deferred tax assets (after deducting deferred tax liabilities) decreased by 1,189 million yen, the amount of income taxes-deferred increased by 1,092 million yen and unrealized gains (losses) on available-for-sale securities increased by 30 million yen, and remeasurements of defined benefit plan decreased by 127 million yen.

    NOTICE REGARDING QUARTERLY REVIEW PROCEDURES FOR THE QUARTERLY FINANCIAL RESULTS

    This quarterly financial results statement is exempt from the quarterly review procedures based upon the Financial Instruments and Exchange Act. At the time of disclosure of this quarterly financial results statement, the quarterly review procedure based upon the Financial Instruments and Exchange Act has not been completed.

    FORWARD LOOKING STATEMENTS

20. The information disclosed by the Company may contain forward-looking statements. These statements are based on management's judgment in accordance with materials available to the Company at the time of disclosure, with future projections based on certain assumptions. The forward-looking statements therefore incorporate various risks, estimates, and uncertainties, and as such, actual results and performance may differ from the future outlook included in disclosed information due to various factors, such as changes in business operations and the financial situation going forward.

21. Brief summary for the second quarter of FY2017 will be posted on the Company's website (http://www.7andi.com/en/ir/library/kh/201702.html). The presentation materials related to financial results which will be used at the financial results presentation planned to be held on October 7, 2016, will be posted as soon as possible after the presentation.

22. Attached Materials

    Contents

    Consolidated Quarterly Financial Statements

    (1) Consolidated Quarterly Balance Sheets ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・2

23. Consolidated Quarterly Statements of Income

    and Consolidated Quarterly Statements of Comprehensive Income ・・・・・・・・・・・・・・・・・・・・・・・4

24. Consolidated Quarterly Statements of Cash Flows ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・6 (4) Doubts on the Premise of Going Concern ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・8

(5) Notes to Consolidated Quarterly Statements of Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・8 (6) Segment Information ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・8

(7) Notes on Significant Changes in the Amount of Shareholders' Equity ・・・・・・・・・・・・・・・・・・・・・・9

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