UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____ to _____
Commission file number 1-5742
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Rite Aid 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
THE RITE AID 401(k) PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006 3
Notes to Financial Statements as of December 31, 2006
and 2005, and for the Year Ended December 31, 2006 4-9
SUPPLEMENTAL SCHEDULE--
Form 5500--Schedule H, Line 4i--Schedule of Assets (Held
at End of Year) as of December 31, 2006 11
NOTE: All other schedules required by Section 2520.103-10 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted
because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator and Participants of
The Rite Aid 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of The Rite Aid 401(k) Plan (the "Plan") as of December 31, 2006 and 2005, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2006. These financial statements are the responsibility
of the Plan Administrator. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by the Plan Administrator, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2006 and 2005, and the changes in net assets available for benefits for the year
ended December 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan Administrator. Such
supplemental schedule has been subjected to the auditing procedures applied in
our audit of the basic 2006 financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic 2006
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
June 29, 2007
THE RITE AID 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------
2006 2005
ASSETS:
Participant-directed investments - at fair value $1,233,774,361 $1,093,248,344
Cash 0 2,619
--------------- ----------------
Contributions receivable:
Employer 3,604,950 4,132,562
Employee 814,048 2,798,544
--------------- ----------------
Total contributions receivable 4,418,998 6,931,106
--------------- ----------------
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE 1,238,193,359 1,100,182,069
Adjustments from fair value to contract value for fully benefit-
responsive investment contracts 125,463 (1,318,293)
--------------- ----------------
NET ASSETS AVAILABLE FOR BENEFITS $1,238,318,822 $1,098,863,776
=============== ================
See notes to financial statements.
-2-
THE RITE AID 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
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ADDITIONS:
Employee contributions $ 78,605,696
Employer contributions 33,744,586
Rollover contributions 3,310,170
Net appreciation in fair value of investments 107,676,268
Investment income 16,394,086
---------------
Total additions 239,730,806
---------------
DEDUCTIONS:
Benefit payments 100,144,000
Administrative expenses 131,760
---------------
Total deductions 100,275,760
---------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 139,455,046
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 1,098,863,776
---------------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $ 1,238,318,822
===============
See notes to financial statements.
-3-
THE RITE AID 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31, 2006
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1. DESCRIPTION OF THE PLAN
The following brief description of The Rite Aid 401(k) Plan (the "Plan")
is provided for general informational purposes only. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
General--The Plan is a defined contribution plan. An individual account is
established for each participant and provides benefits that are based on
(a) amounts the participant and Rite Aid Corporation (the "Company" or
"Plan Sponsor") contributed to a participant's account, (b) investment
earnings (losses), and (c) any forfeitures allocated to the account, less
any administrative expenses charged to the Plan and allocated to
participant accounts, if any.
T. Rowe Price Trust Company serves as Plan trustee with respect to all
assets other than Company stock. GreatBanc Trust Company serves as Plan
trustee with respect to Company stock. The Employee Benefits
Administration Committee is the plan administrator ("Plan Administrator")
and is responsible for the preparation of the Plan's financial statements.
Participation--Substantially all non-union Plan Sponsor employees become
eligible to participate in the Plan after attaining age 21 and completing
three months of service. Participants of the Plan are eligible for
matching contributions upon attaining age 21 and completing one year of
service (a twelve-month period when at least 1,000 hours are credited).
Contributions--Participants may contribute a portion of pretax annual
compensation up to the maximum dollar limit, as defined in the Plan.
Participants age 50 and over may make additional pretax contributions, as
defined in the Plan. The Plan Sponsor matches 100% of a participant's
pretax payroll contributions, up to a maximum of 3% of such participant's
pretax annual compensation. Thereafter, the Plan Sponsor will match 50% of
the participant's additional pretax payroll contributions, up to a maximum
of 2% of such participant's additional pretax annual compensation.
Compensation is limited to eligible compensation as defined by the Plan
and limited by the Internal Revenue Service ("IRS"). A participant may
also contribute, or rollover, amounts representing distributions from
another qualified defined benefit or defined contribution plan.
A settlement agreement had been entered into with respect to litigation
involving the Company common stock held by the Plan. Under the settlement
agreement the Company was required to maintain the safe-harbor matching
formula, as noted in the prior paragraph, from plan years 2003 through
2006. In addition, subject to the terms of that settlement agreement, the
Company must make a supplemental matching contribution for years 2003
through 2006 if the total dollar amount of the matching contributions for
all participants for each and any of those years is less than the total
dollar amount of the 2002 matching contribution to the Plan. The Company's
matching contribution for 2006 exceeded the 2002 contribution, and no such
supplemental matching contribution was required for the year ended
December 31, 2006. If a supplemental matching contribution were to be
made, it would be allocated to the accounts of then-current Plan
participants who received a regular matching contribution in proportion to
each participant's regular matching contribution.
-4-
Having satisfied these terms of the settlement agreement for the year
ended December 31, 2006, there will be no further requirement for
supplemental matching contributions to the Plan stemming from this
settlement agreement.
Investment Options--The Plan provides participants with the option of
investing the participant's account balances into various investment
options offered by the Plan. The Plan currently offers 17 mutual funds, 5
custom funds, 2 common/collective trusts, a stable value fund and Rite Aid
Corporation Common Stock.
The Plan's custom funds are custom investment options created specifically
for the Plan by Northern Trust Global Advisors, Inc. The custom fund is an
unregistered custom account maintained by the trustee. The performance of
the custom fund is based on the performance of the underlying mutual funds
which are registered in the market
Payment of Benefits--Upon termination of service, a participant may elect
to receive benefit distributions in one of several forms, including
annuities, installment payments or lump-sum payments. In certain cases,
spousal consent may be required in order to elect a form of distribution
other than a joint and survivor annuity. Benefits are payable upon
retirement, termination of employment, or the death or disability of the
participant. In certain circumstances, benefits may be paid to a
participant prior to the participant's termination of employment.
Loans--A participant may elect to borrow against the participant's vested
balance at a reasonable rate of interest as defined in the Plan document.
A participant may borrow up to 50% of the participant's vested balance,
with a maximum loan of $50,000. A participant may only have one loan
outstanding at any one time, with the exception that participants may have
up to three outstanding loans which were grandfathered at the time the
Plan was amended to no longer allow more than one loan.
Vesting--Participants are immediately vested in all employee contributions
credited to the participant's accounts plus actual earnings (losses)
thereon. Effective January 1, 2002, participants became immediately vested
in all Plan Sponsor's contributions credited to the participant's accounts
plus actual earnings (losses) thereon made after that date. Prior to
January 1, 2002, vesting in the Plan Sponsor's contributions was based on
years of service, as defined in the Plan document. A participant becomes
fully vested in the Plan Sponsor's contributions upon the participant's
death, disability, attainment of normal retirement age while employed, or
the occurrence of a Plan termination. When a participant withdraws from
the Plan prior to becoming fully vested, the non-vested portion of the
participant's account is forfeited and credited to a suspense account. The
suspense account may be reallocated to participants in the same manner as
matching contributions.
Forfeited Accounts--At December 31, 2006 and 2005, forfeited nonvested
accounts totaled $210,245 and $113,271, respectively. These forfeited
amounts may, among other uses, be used to reduce future employer
contributions. During the year ended December 31, 2006, employer
contributions were reduced by $100,000 from forfeited nonvested accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting--The accompanying financial statements have been
prepared on the accrual basis of accounting.
Adoption of new Accounting Guidance--The financial statements reflect the
retroactive adoption of Financial Accounting Standards Board Staff
Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Contracts Held by Certain Investment Companies Subject
to the AICPA
-5-
Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the "FSP"). As required by the FSP, the statements of net
assets available for benefits present investment contracts at fair value
as well as an additional line item showing an adjustment of fully benefit
responsive contracts from fair value to contract value. The statement of
changes in net assets available for benefits is presented on a contract
value basis and was not affected by the adoption of the FSP. The adoption
of the FSP did not impact the amount of net assets available for benefits
at December 31, 2005.
Investment Valuation and Income Recognition--The Plan's investments are
stated at fair value. Shares of mutual funds are valued at quoted market
prices, which represent the net asset value of shares held by the Plan at
year end. Custom funds are stated at fair value which is based on the net
asset value of participation units held by the Plan at year-end and is
calculated based on the shares held in underlying mutual fund investments
and the net asset value of those investments. Common stock is valued at
quoted market prices.
Common collective trust funds are stated at fair value as determined by
the issuer of the common collective trust funds based on the fair market
value of the underlying investments. Common collective trust funds with
underlying investments in investment contracts are valued at fair market
value of the underlying investments and then adjusted by the issuer to
contract value.
The stable value fund ("SVF") includes two fully benefit-responsive
synthetic guaranteed investment contracts ("GIC") whose underlying
investments are stated at fair value investments and then adjusted by the
issuer to contract value. Fair value of the underlying investments is
determined by the issuer of the synthetic GIC based quoted on market
prices and a fair value estimate of the wrapper contract. Fair market
value of the wrapper is estimated by converting the basis points assigned
to the wrap fees into dollars.
Participant loans are valued at the outstanding loan balances.
The common collective trust funds and the stable value fund may invest in
fixed interest insurance investment contracts, money market funds,
corporate and government bonds, mortgage-backed securities, bond funds,
and other fixed income securities. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract
value. Contract value represents contributions made to the fund, plus
earnings, less participant withdrawals.
Purchases and sales of securities are recorded on a trade-date basis.
Realized gain or loss on investment transactions is determined using the
first-in, first-out method; investment transactions are recorded at the
trade date. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments
in the mutual funds are deducted from income earned on a daily basis and
are not separately reflected. Consequently, management fees and operating
expenses are reflected as a reduction of investment return for such
investments.
The Plan had 2,437,100 and 2,564,119 shares of Company common stock at
December 31, 2006 and 2005, respectively.
Valuation of Investment(s) Contracts--The Plan offers the SVF as an
investment option. On October 1, 2006, the Plan began to offer the T. Rowe
Price SVF with the Prudential SVF blended together as a single investment
split fifty percent into each of these underlying investments. These are
trust products and are comprised of a group annuity insurance product
issued by The Prudential Insurance Company of America ("Prudential"), T.
Rowe Price Retirement Plan Services ("T. Rowe Price") and a portfolio of
-6-
assets owned by the plan or designee. Interest on the SVF is credited
daily. For the first three quarters of 2006, Prudential declared an
effective annual interest rate at the beginning of each calendar quarter
which is credited and compounded on a daily basis. Beginning with the
fourth calendar quarter, T. Rowe Price calculated a blended rate which was
credited and compounded on a daily basis. The blended rate is based upon
the Prudential and T. Rowe Price rates and the 50%-50% asset split. The
SVF is deemed to be fully benefit responsive; therefore, it is presented
at contract value, which approximates fair value.
Administrative Expenses--Plan fees and expenses related to account
maintenance, transaction and investment fund management are allocated to
participant accounts. Under the terms of the Plan document, costs relating
to Plan administration may be paid by the Plan Sponsor or paid from Plan
forfeitures. For the year ended December 31, 2006, the Plan Sponsor has
paid substantially all administrative expenses.
Use of Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires the Plan Administrator to make estimates and assumptions
that affect the reported amounts of net assets available for benefits at
the date of the financial statements and the reported changes to the
Plan's net assets available for benefits during the reporting period.
Actual results may differ from those estimates and assumptions.
The Plan invests in mutual funds, common/collective trusts, corporate
stocks and the SVF. Investment securities, in general, are exposed to
various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the Statements of Net
Assets Available for Benefits.
3. SYNTHETIC GUARANTEED INVESTMENT CONTRACT
The plan provides a self managed stable value investment option to
participants that includes a synthetic guaranteed investment contract
which simulates the performance of a guaranteed investment contract
through an issuer's guarantee of a specific interest rate (the wrapper
contract) and a portfolio of financial instruments that are owned by the
plan. The synthetic GIC contract includes underlying assets which are
held in trust owned by the plan and utilizes benefit-responsive wrapper
contract. A portion of the master trust's Stable Value Fund is issued by
The Prudential Insurance Company of America and a portion is managed by
T. Rowe Price Associates, Inc. ("TRPA"). The TRPA portion of the Fund
consists of synthetic investment contracts which are selected by TRPA and
issued by banks and other financial institutions. TRPA also manages the
fixed income instruments underlying the investment contracts in its
portion of the Fund. The contract provides that participants execute plan
transactions at contract value. Contract value represents contributions
made to the fund, plus earnings, less participant withdrawals. The
interest rates are reset quarterly based on market rates of other similar
investments, the current yield of the underlying investments and the
spread between the market value and contract value. Certain events such
as plan termination or a plan merger initiated by the plan sponsor, may
limit the ability of the plan to transact at contract value or may allow
for the termination of the wrapper contract at less than contract value.
The plan sponsor does not believe that any events that may limit the
ability of the plan to transact at contract value are probable.
2006 2005
Average yields:
Based on annualized earnings (1) 5.33% 5.08%
Based on interest rate credited to participants (2) 4.55% 4.64%
-7-
(1) Computed by dividing the annualized one-day actual earnings of the
contract on the last day of the plan year by the fair value of the
investments on the same date.
(2) Computed by dividing the annualized one-day earnings credited to
participants on the last day of the plan year by the fair value of the
investments on the same date.
4. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
assets:
December 31
--------------------------------
2006 2005
Stable Value Fund $302,909,055 $296,457,782
T. Rowe Price Equity Index Trust 166,860,170 154,312,965
Dodge & Cox Balanced Fund 145,362,587 126,375,960
Northern Trust Global Advisors Large-Cap Growth Fund 129,163,774 126,486,645
Northern Trust Global Advisors International Equity Fund 77,725,093 62,482,610
Northern Trust Global Advisors Large-Cap Value Fund 74,809,179 62,354,377
Northern Trust Global Advisors Small-Cap Fund 72,873,989 64,764,962
The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value for the
year ended December 31, 2006, is as follows:
Investments:
Rite Aid Corporate Company Stock $ 4,867,032
Mutual funds 20,664,589
Custom Funds 45,058,913
Common Collective Trusts 23,096,705
Stable Value Funds 13,989,029
------------
Net appreciation (depreciation) in fair
value of investments $107,676,268
============
5. TAX STATUS
The Plan has received a determination letter dated June 27, 2003, in which
the IRS stated that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code ("IRC"). The Plan has
been amended since receiving the determination letter. The Plan
Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC,
including the processes identified for remediation. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Plan Sponsor has
the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA and subject to
the terms of the settlement agreement whereby the Company must make a
supplemental matching contribution in plan years 2003 through 2006 if the
total dollar amount of the matching contribution for all participants for
each and any of those years is less than the total dollar amount of the
2002 matching contribution. In the event the Plan terminates, participants
would become fully vested in the Plan Sponsor contributions.
-8-
7. PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by T. Rowe
Price Trust Company, the trustee and custodian of the Plan. The
transactions related to such investments qualify as party-in-interest
transactions. The Plan has also permitted investment in the common stock
of the Plan Sponsor, and therefore these transactions qualify as
party-in-interest transactions. The Plan Administrator does not consider
Plan Sponsor contributions or benefits paid by the Plan to be
party-in-interest transactions.
8. CONTINGENCY
In late 1999, the Plan Sponsor's Board of Directors hired a new executive
management team to address and resolve various business, operational and
financial challenges confronting the Plan Sponsor. New management reviewed
the administration of the Plan for purposes of determining compliance with
provisions of the Plan and regulatory requirements. The Plan Administrator
identified certain processes not in compliance with the provisions of the
Plan or regulatory requirements. As a result of this review the following
actions were taken:
In September 2003, the Plan Administrator submitted a Voluntary Correction
of Operational Failures program filing (the "VCO") with the IRS,
requesting a compliance statement and approval of the correction method
for the operational failures identified. On January 15, 2007 the Plan
Administrator received a fully executed compliance statement containing
IRS approval of the correction methods submitted. The Plan Sponsor is in
the process of completing all corrections in accordance with the
compliance statement thereby eliminating exposure to penalties, taxes or
disqualification by the IRS. The correction process is expected to be
complete by August 20, 2007.
9. RECONCILIATION OF FINANCIALS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 as of December 31, 2006.
2006
Net assets available for benefits per the financial
statements at contract value $ 1,238,318,822
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts (125,463)
----------------
Net assets available for benefits per the Form 5500 $ 1,238,193,359
================
For the year ended December 31, 2006, the following is a reconciliation of
net investment income per the financial statements to the Form 5500:
Total net appreciation in contract value of investments $ 107,676,268
Total investment income 16,394,086
Adjustment of net appreciation and investment income (125,463)
-------------
Total earnings per the Form 5500 123,944,891
-------------
******
-9-
SUPPLEMENTAL SCHEDULE
-10-
THE RITE AID 401(k) PLAN
FORM 5500--SCHEDULE H, Line 4i--SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
--------------------------------------------------------------------------------
Identity of Issuer, Borrower, At
Lessor or Similar Party and Description Number Fair Market
of Shares Value
Common and collective trusts:
*T. Rowe Price Equity Index Trust 4,030,439 $ 171,132,436
*T. Rowe Price Bond Index Trust 131,907 3,185,563
-------------
Total common and collective trusts 174,317,999
-------------
Mutual Funds:
*T. Rowe Price Retirement 2020 1,168,226 20,268,728
*T. Rowe Price Retirement 2030 902,634 16,779,964
*T. Rowe Price Retirement 2015 1,285,285 15,898,970
*T. Rowe Price International Equity Index Fund 1,053,482 15,401,914
*T. Rowe Price Retirement 2040 762,593 14,298,612
*T. Rowe Price Retirement 2010 754,890 11,980,108
*T. Rowe Price Retirement 2025 843,476 10,847,107
*T. Rowe Price Extended Equity Market Index Fund 407,324 6,708,630
*T. Rowe Price Retirement 2035 493,716 6,502,243
*T. Rowe Price Retirement 2005 220,732 2,562,698
*T. Rowe Price Retirement Income Fund 184,920 2,428,001
*T. Rowe Price Retirement 2045 159,850 1,977,347
*T. Rowe Price Insurance Fund 2,358 2,358
Dodge & Cox Balanced Fund 1,669,299 145,362,587
Pimco Total Return Fund 4,817,210 50,002,641
Vanguard Small-Cap Index Instl 283,750 9,264,434
Vanguard Small-Cap Index Fund 24 795
-------------
Total mutual funds 330,287,137
-------------
Custom Funds:
Northern Trust Global Advisors Large-Cap Growth Fund 10,543,982 129,163,774
Northern Trust Global Advisors International Equity Fund 4,888,371 77,725,093
Northern Trust Global Advisors Large-Cap Value Fund 5,417,030 74,809,179
Northern Trust Global Advisors Small-Cap Fund 4,913,957 72,873,989
Northern Trust Global Advisors Mid-Cap Fund 2,690,427 35,432,918
-------------
Total custom funds 390,004,953
-------------
Stable Value Fund Synthetic Guaranteed Investment Contract:
Prudential and *T. Rowe Price Stable Value Fund 26,973,202 298,412,396
-------------
Total Stable Value Fund Synthetic Guaranteed Investment Contract 298,412,396
-------------
Company Stock Fund:
*Rite Aid Corporation Company Stock Fund 2,437,100 13,257,825
*Participant notes Loan Fund** 27,494,051
-------------
Total Assets Held at End $1,233,774,361
=============
* Part-in-interest
** The loans range in interest rates from 5.0% to 10.5% and expire through 2023.
- 11 -
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE RITE AID 401(k) PLAN
By: /s/ Theresa G. Nichols
-------------------------------
Theresa G. Nichols, not in her
individual capacity, but solely as an
authorized signatory for the Employee
Benefits Administration Committee
Date: June 29, 2007
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Registered Public Accounting Firm