UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 22, 2006 (June 22, 2006)
RITE AID CORPORATION
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
------------------------
None
-------------------------------------------------------------------------------
(Former Name or Forme Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 22, 2006, we announced our financial position and results of operations
as of and for the thirteen week period ended June 3, 2006. The press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
announcement includes a non-GAAP financial measure, "Adjusted EBITDA." Adjusted
EBITDA represents net income (loss) from operations excluding the impact of
income taxes, interest expense, depreciation and amortization, LIFO adjustments,
charges or credits for store closing and impairment, inventory write-downs
related to closed stores, stock-based compensation expense, debt modifications
and retirements, litigation proceeds, litigation expense, expense of the defense
against litigation related to prior managements' business practices and the
defense of prior management, sales of assets and investments, and non-recurring
items. We reference this non-GAAP financial measure frequently in our
decision-making because it provides supplemental information that facilitates
internal comparisons to historical operating performance of prior periods and
external comparisons to competitors' historical operating performance. In
addition, incentive compensation is based on Adjusted EBITDA and we base our
forward-looking estimates on Adjusted EBITDA to facilitate quantification of
planned business activities and enhance subsequent follow-up with comparisons of
actual to planned Adjusted EBITDA. We include this non-GAAP financial measure in
our earnings announcement in order to provide transparency to investors and
enable investors to compare our operating performance with the operating
performance of our competitors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated June 22, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RITE AID CORPORATION
Dated: June 22, 2006 By: /s/ Robert B. Sari
-----------------------
Name: Robert B. Sari
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's Press Release dated June 22, 2006