RITE AID CORP
10-Q, 1995-07-17
DRUG STORES AND PROPRIETARY STORES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

             /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 3, 1995

                                       OR

             / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM ----- TO ------

                         COMMISSION FILE NUMBER 1-5742

                              RITE AID CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                           23-1614034
     (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

              30 HUNTER LANE                             17011
          CAMP HILL, PENNSYLVANIA                      (ZIP CODE)
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (717) 761-2633
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                   YES   X                         NO     
                       -----                          ----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
                                                OUTSTANDING AT
             CLASS OF COMMON STOCK              JUNE 3, 1995  
             ---------------------            ----------------
                <S>                           <C>
                $1.00 PAR VALUE               83,757,967 SHARES
</TABLE>

                                                                               1
<PAGE>   2
                              RITE AID CORPORATION



                                     INDEX



<TABLE>
<S>                                                                   <C>
PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheet June 3, 1995
          and March 4, 1995. . . . . . . . . . . . . . . . . . . . . . 2

          Condensed Consolidated Statement of Income Thirteen
          Weeks Ended June 3, 1995 and May 28, 1994. . . . . . . . . . 4

          Condensed Consolidated Statement of Cash Flows
          Thirteen Weeks Ended June 3, 1995 and May 28, 1994 . . . . . 5

          Notes to Condensed Consolidated Financial Statements . . . . 6

          Independent Auditors' Report . . . . . . . . . . . . . . . . 7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations  . . . . . . . . . . . . 8

PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . .  10
</TABLE>





                                      -1-


                                                                               2
<PAGE>   3
- -------------------------------------------------------------------------------
                                RITE AID CORPORATION
                                FORM 10-Q
                                FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995      
- -------------------------------------------------------------------------------

                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:


                     RITE AID CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
ASSETS                                     June 3, 1995       March 4, 1995
- ------                                   -----------------  ---------------
                                             (UNAUDITED)
<S>                                         <C>                <C>
Current Assets
  Cash                                      $    9,680         $    7,148
  Accounts Receivable, Net                     255,816            239,859
  Inventories                                1,063,975          1,070,346
  Prepaid Expenses                              29,628             28,716
  Net Current Assets of Discontinued
    Operations                                      -              27,151
                                            ----------         ----------

    Total Current Assets                     1,359,099          1,373,220
                                            ----------         ----------

Property, Plant and Equipment                1,487,866          1,427,091
  Less:  Accumulated Depreciation and
         Amortization                          663,837            648,612
                                            ----------         ----------

                                               824,029            778,479
                                            ----------         ----------
Intangible Assets
  Excess of Cost Over Underlying Equity in
    Subsidiaries                               119,115             99,653
  Lease Acquisition Costs and Other
    Intangible Assets                          165,858            154,359
                                            ----------         ----------

                                               284,973            254,012
                                            ----------         ----------

Other Assets                                    29,463             26,153
                                            ----------         ----------

Net Noncurrent Assets of Discontinued
  Operations                                        -              40,743
                                            ----------         ----------

                                            $2,497,564         $2,472,607
                                            ==========         ==========
</TABLE>

See accompanying independent auditors' report and notes to condensed
consolidated financial statements.

                                      -2-
                                                                               3
<PAGE>   4
                                                                             
- -----------------------------------------------------------------------------
                      RITE AID CORPORATION
                      FORM 10-Q
                      FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995              
- -----------------------------------------------------------------------------



Item 1.  Financial Statements:  (Continued)

                     RITE AID CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
LIABILITIES                              June 3, 1995         March 4, 1995 
- -----------                            ----------------      ---------------
                                          (UNAUDITED)
<S>                                         <C>                 <C>
Current Liabilities
  Short-Term Debt and
    Current Maturities of Long-
    Term Debt                               $   76,155          $  137,553
  Accounts Payable                             271,907             273,128
  Income Taxes                                  54,025              38,241
  Sales and Other Taxes Payable                 13,406              13,796
  Accrued Expenses                              74,354              79,263
  Reserve for Restructuring and
    Other Charges                               30,530              35,244
                                            ----------          ----------

    Total Current Liabilities                  520,377             577,225
                                            ----------          ----------

Long-Term Debt, Less Current Maturities        871,262             805,984
                                            ----------          ----------

Deferred Income Taxes                           78,234              77,586
                                            ----------          ----------

Stockholders' Equity
  Common Stock                                  90,290              90,290
  Additional Paid-In Capital                    61,115              60,655
  Retained Earnings                            979,247             955,111
  Net Unrealized Gain on Marketable
    Securities                                   3,089               2,847
  Cumulative Pension Liability Adjustments      (1,304)             (1,314)
  Treasury Stock, At Cost                     (104,746)            (95,777)
                                            ----------          ---------- 

                                             1,027,691           1,011,812
                                            ----------          ----------

                                            $2,497,564          $2,472,607
                                            ==========          ==========
</TABLE>

See accompanying independent auditors' report and notes to condensed
consolidated financial statements.

                                      -3-
                                                                               4
<PAGE>   5
                                                                            
- ----------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995     
- ----------------------------------------------------------------------------
Item 1.  Financial Statements:  (Continued)

                     RITE AID CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                (Dollars In Thousands Except Per Share Amounts)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                          THIRTEEN           THIRTEEN
                                        WEEKS ENDED         WEEKS ENDED
                                        June 3, 1995        May 28, 1994  
                                     -----------------   -----------------
<S>                                      <C>                 <C>
NET SALES                                $1,354,841          $1,051,142

COSTS AND EXPENSES
  Cost of Goods Sold Including
    Occupancy Costs                         996,211             769,966
  Selling, General and
    Administrative Expenses                 279,451             216,715
  Interest Expense                           16,256               8,758
                                         ----------          ----------
                                          1,291,918             995,439
                                         ----------          ----------

Income Before Income Taxes                   62,923              55,703
Income Taxes                                 24,540              21,723
                                         ----------          ----------

NET INCOME                               $   38,383          $   33,980
                                         ==========          ==========

EARNINGS PER SHARE                             $.46                $.40
                                               ====                ====

CASH DIVIDENDS PER COMMON SHARE                $.17                $.15
                                               ====                ====

AVERAGE SHARES OUTSTANDING               83,930,000          85,738,000
</TABLE>


See accompanying independent auditors' report and notes to condensed
consolidated financial statements.





                                      -4-
                                                                               5
<PAGE>   6
                                                                            
- ----------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995     
- ----------------------------------------------------------------------------
Item 1.  Financial Statements:  (Continued)

                     RITE AID CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in Thousands)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                THIRTEEN            THIRTEEN
                                               WEEKS ENDED         WEEKS ENDED
                                               JUNE 3, 1995        May 28,1994   
                                            -----------------   -----------------
<S>                                             <C>             <C>
Operating Activities
  Income from Continuing Operations
    Before Income Taxes                         $  62,923          $  55,703
  Depreciation and Amortization                    28,470             22,910
  Accreted Interest on Zero Coupon Notes            3,180              2,896
  Changes in Operating Assets and Liabilities,
    Net of Effects from Acquisitions              (19,985)           (17,604)
                                                ---------          --------- 
                                                   74,588             63,905
  Discontinued Operations
    Income from Operations Before Income Taxes        190              3,923
    Depreciation and Amortization                     700              2,510
    Changes in Net Operating Assets                    -              (8,156)
                                                ---------          --------- 
                                                      890             (1,723)

  Income Taxes Paid                                (2,105)            (7,515)
                                                ---------          --------- 

    Net Cash Provided by Operations                73,373             54,667
                                                ---------          ---------

Investing Activities
  Purchase of Property, Plant and Equipment       (62,723)           (30,365)
  Purchase of Businesses, Net of Cash Acquired    (15,143)                -
  Intangible Assets Acquired                      (16,660)            (2,559)
  Investing Activities of Discontinued
    Operations                                         -              (1,883)
  Proceeds from the Sale of Discontinued
    Operations                                     51,055                 -
  Other                                            (3,016)            (2,881)
                                                ---------          --------- 
    Net Cash Provided (Used) by Investing
      Activities                                  (46,487)           (37,688)
                                                ---------          --------- 

Financing Activities
  Proceeds from the Sale of Long-Term Debt
    Securities                                    197,702                 -
  Proceeds (Payments) of Short-Term Debt         (199,300)            (4,603)
  Cash Dividends Paid                             (14,247)           (12,853)
  Acquisition of Stock for Treasury                (8,969)           (10,477)
  Proceeds from the Sale of Stock                     460                  6
                                                ---------          ---------
    Net Cash Provided (Used) by Financing
      Activities                                  (24,354)           (27,927)
                                                ---------          --------- 

Increase (Decrease) in Cash                     $   2,532          $ (10,948)
                                                =========          ========= 
</TABLE>

See accompanying independent auditors' report and notes to condensed
consolidated financial statements.
                                       -5-                                     6
<PAGE>   7
                                                                                
- --------------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995         
- --------------------------------------------------------------------------------
ITEM 1.  Financial Statements:  (Continued)

                     RITE AID CORPORATION AND SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- BASIS OF PRESENTATION

        The financial information included herein is unaudited.  In
        addition, the financial information does not include all
        disclosures required under generally accepted accounting principles
        because certain note information included in the Company's annual
        report has been omitted; however, such information reflects all
        adjustments (consisting solely of normal recurring adjustments)
        which are, in the opinion of management, necessary to a fair
        statement of the results for the interim periods.  The report of
        KPMG Peat Marwick LLP commenting upon their review accompanies the
        condensed consolidated financial statements included in Item 1 of
        Part I.
        
        The results of operations for the thirteen weeks ended June 3, 1995
        and May 28, 1994 are not necessarily indicative  of the results to
        be expected for the full year.
        
NOTE 2- EARNINGS PER SHARE

        Earnings per share were computed by dividing net income by the
        weighted average number of shares of common stock outstanding
        during the periods.
        
NOTE 3- DISCONTINUED OPERATIONS

        On May 12, 1995, ADAP Inc. was sold to an investment group led by
        Falcon Capital, Inc. Aggregate consideration for the transaction
        was approximately $66,000,000, subject to certain adjustments
        primarily based on the results of physical inventories.  The
        management of Rite Aid believes that the reserve amount for loss on
        disposal of ADAP is adequate.
        
NOTE 4- COMMITMENTS AND CONTINGENCIES

        The company had standby letters of credit of $30,200,000 and
        $29,700,000 at June 3, 1995 and May 28, 1994, respectively.

        The company is the defendant in claims and lawsuits arising in the
        ordinary course of business.  In the opinion of management, these
        matters are covered adequately by insurance, or if not so covered,
        are of such nature or involve such amounts as would not have a
        material effect on the financial statements of the company if
        decided adversely.
                                      -6-
                                                                               7
<PAGE>   8

- -------------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995 
- -------------------------------------------------------------------------------

Item 1.  Financial Statements:  (Continued)

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Rite Aid Corporation
Camp Hill, Pennsylvania

     We have reviewed the condensed consolidated balance sheet of Rite Aid
Corporation and subsidiaries as of June 3, 1995, and the related condensed
consolidated statements of income and cash flows for the thirteen week periods
ended June 3, 1995 and May 28, 1994.  These financial statements are the
responsibility of the Company's management.

     We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Rite Aid Corporation and
subsidiaries as of March 4, 1995, and the related consolidated statements of
income, stockholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated April 21, 1995, we expressed an
unqualified opinion on those consolidated financial statements.  In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of March 4, 1995, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been derived.
The company changed its method of accounting for investments in the fourth
quarter of fiscal year 1995 to conform with Statement of Financial Accounting
Standards No. 115.


                                      KPMG PEAT MARWICK LLP

Harrisburg, Pennsylvania
July 14, 1995





                                      -7-
                                                                               8
<PAGE>   9

- -------------------------------------------------------------------------------
                             RITE AID CORPORATION
                             FORM 10-Q
                             FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995   
- -------------------------------------------------------------------------------

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations:


Net sales for the thirteen-weeks ended June 3, 1995 were $1,354,841,000, an
increase of 28.9% over last year's first quarter sales of $1,051,142,000.  The
large increase reflects the revenues contributed by the 224 Perry drugstores
acquired on January 28, 1995.  Excluding the Perry stores, the sales gain for
the quarter was 10.8%, mainly attributable to same-store increases of 7.6%.  A
year earlier, same-store sales increased 4.7%.  The company operated 2,836
drugstores as of June 3, 1995.

Cost of goods sold including occupancy costs amounted to 73.6% of net sales
compared to 73.3% a year ago.  Pressure on margins continued as a greater share
of pharmacy sales were paid for by third-party payers.  For the thirteen weeks,
60.6% of prescription sales were paid for by third-party plans compared to
57.8% last year.  Typically, third-party prescription sales have lower gross
profit margins than other pharmacy sales.

Selling, general and administrative expenses were 20.6% of sales for both
periods, totaling $279,451,000 for the current quarter and $216,715,000 for the
prior year. Despite higher same-store sales, the benefit realized from
leveraging operating expenses was offset by integration costs and additional
administrative expenses associated with the Perry acquisition.

Interest expense was $16,256,000 and $8,758,000 for the thirteen weeks ended
June 3, 1995 and May 28, 1994, respectively.  The larger expense for fiscal
1996 reflects the increased borrowings during the previous twelve months that
were used to purchase the Perry drugstores and other acquisitions.  In
addition, the company bought back 1,703,000 shares of its common stock since
May 28, 1994 at a cost of $35,054,000.  Contributing to the higher interest
expense was a rise in short-term interest rates.  The weighted average rate on
the company's commercial paper was 6.2% for the quarter compared to 3.8% for
the same period last year.

The company announced on June 21, 1995 that it had agreed to purchase the
entire chain of conventional, freestanding drugstores owned and operated by
Pathmark Stores, Inc.  The transaction is expected to close by late July,
pending Federal Trade Commission approval.  The 30 Pathmark stores to be
purchased are located in the New York metropolitan region.  In the last twelve
months, these stores generated $145,000,000 in sales.

On June 28, 1995, Rite Aid announced that it had agreed to sell 37 drugstores
and the assets of 72 other units located in Florida to Eckerd Corporation for
approximately $75,000,000.  In conjunction with the sale of these stores, the
company's Florida distribution center will also be closed.  The gain from the
sale of the above assets will be offset by the future obligations of the 72
leases not being acquired by Eckerd, and the costs associated with closing the
distribution center.  Consequently, a provision not to exceed the amount of the
gain will be recorded at the conclusion of the sale to reserve for these
expenses.  The 109 stores contributed $190,000,000 to fiscal 1995 sales and
about $.03 to earnings per share.  Completion of this transaction is pending
Federal Trade Commission approval.

                                      -8-
                                                                               9
<PAGE>   10

- -------------------------------------------------------------------------------
                             RITE AID CORPORATION
                             FORM 10-Q
                             FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995        
- -------------------------------------------------------------------------------

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations:  (Continued)


The reserve for restructuring and other charges remains adequate to cover the
unsettled leases of the 200 drugstores closed during fiscal 1995.  The company
continues to negotiate with landlords of the closed stores to terminate their
leases.  Where favorable terms cannot be agreed upon, the company will endeavor
to sublet the locations until the leases expire.

On July 6, 1995, the company redeemed its $44,980,000 of 9 5/8% sinking fund
debentures due March 1, 2016, through the use of proceeds received from the
sale of ADAP, Inc.  ADAP was sold in May 1995 to an investment group for
approximately $66,000,000, subject to final adjustments.  The management of
Rite Aid believes that the reserve for loss on disposal of ADAP is adequate.

Working capital was $838,722,000 at June 3, 1995, compared to $795,995,000 at
March 4, 1995, and the current ratios were 2.6:1 and 2.4:1, respectively.  Cash
provided by operations continues to be adequate to supply working capital,
provide cash for dividend payments and substantially contribute to investing
activities.  Cash received from the ADAP sale was used to redeem the company's
9 5/8% sinking fund debentures.  The cash expected from the sale of the Florida
stores will be more than adequate to cover the lease settlement and other costs
of the stores closed but not sold, and the costs associated with closing the
Florida distribution center.  The net excess cash from the ADAP and Florida
transactions will be used towards the acquisition of the 30 Pathmark
drugstores.

To supplement internally generated cash, the company has additional borrowing
capacity through its commercial paper program which is supported by revolving
credit commitments totaling $600,000,000.  There also remains $25,000,000 of
registered debt securities available to be issued under a Form S-3 shelf
registration statement.  The company remains financially strong and is
positioned for growth and to take advantage of any opportunities that may
arise.





                                      -9-
                                                                              10
<PAGE>   11
                                                                                
- --------------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995        
- --------------------------------------------------------------------------------

                                    PART II

Item 4.  Submission of Matters to a Vote of Security Holders:

  (a)  On July 11, 1995, Rite Aid Corporation held its annual meeting of
       stockholders.

  (b)  The following directors were elected as members of the Board by Proxy at
       the meeting:

                             Alex Grass                     Gerald Tsai, Jr.
                             Philip Neivert

       The following directors' terms of office continued after the meeting:

                             Franklin Brown                 Leonard Stern
                             Martin Grass                   Henry Taub
                             Timothy Noonan                 Preston Robert Tisch

  (c)  Approval was given for the Annual Performance-Based Incentive Program.

  (d)  Approval was given to increase the number of shares of Common Stock
       which may be issued under the 1990 Omnibus Stock Incentive Plan by
       1,000,000 shares.

  (e)  A stockholder proposal was introduced at the meeting requesting that
       Rite Aid Corporation prepare a report regarding equal employment
       opportunities and affirmative actions.  This proposal was not approved
       by the stockholders at the annual meeting.

  (f)  No other matters were submitted to a vote of security holders at the
       annual stockholders's meeting.

Item 6.  Exhibits and Reports on Form 8-K:

  (a)  Exhibits

       Item 11. - Statement regarding computation of per share
                  earnings

       Item 15. - Copy of letter from independent accountants'
                  regarding unaudited interim financial information

       Item 27. - Financial Data Schedule (EDGAR Filing Only)





                                      -10-
                                                                              11
<PAGE>   12
                                                                               
- -------------------------------------------------------------------------------
                              RITE AID CORPORATION
                              FORM 10-Q
                              FOR THE THIRTEEN WEEKS ENDED JUNE 3, 1995        
- -------------------------------------------------------------------------------

  (b)  Reports on Form 8-K

        The registrant filed a Form 8-K dated April 19, 1995 with the
        Securities and Exchange Commission.  This filing incorporated by
        reference the financial statements of an acquired business, Perry
        Drug Stores, Inc., for the years ended October 31, 1994 and October
        31, 1993, and the quarterly periods ended January 28, 1995 and January
        31, 1994. Also the filing included:  Exhibit 12, Rite Aid
        Corporation's ratio computations of earnings to fixed changes;
        Exhibit 23, Consent of Arthur Anderson LLP; Exhibit 99, Press
        release disclosing Rite Aid's fiscal year 1995 results.

        Rite Aid Corporation also filed a Form 8-K dated April 20, 1995,
        for a pricing agreement between the registrant and the underwriters
        relating to the offer and sale of 7 5/8% Senior Notes due April 15,
        2005.  Included in the filing was a Form of 7 5/8% Senior Notes due
        April 15, 2005.


                                   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 thereunto duly authorized.

                                        RITE AID CORPORATION

                                            (Registrant)


Date:  July 14, 1995                    /s/ Frank Bergonzi         
       --------------------------       ---------------------------

                                        Frank Bergonzi
                                        Executive Vice President,
                                        Chief Financial Officer





                                      -11-
                                                                              12
<PAGE>   13

                          EXHIBIT INDEX

 EXHIBIT
 NUMBER                          DESCRIPTION
__________                      _____________

   11                    Statement Re Computation of Per Share Earnings
                         Thirteen Weeks Ended June 3, 1995 and May 28, 1994

   15                    Letter from KPMG Peat Marwick

   27                    Financial Data Schedule



<PAGE>   1
                                   EXHIBIT 11

                     RITE AID CORPORATION AND SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               THIRTEEN WEEKS ENDED JUNE 3, 1995 AND MAY 28, 1994
                    (In Thousands Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                             1995        1994
                                                             ----        ----
<S>                                                        <C>         <C>
Earnings Per Common Share-Assuming No Dilution
- ----------------------------------------------
  Net Income                                               $ 38,383    $ 33,390

  Weighted average number of common shares outstanding       83,930      85,738
                                                          
  Primary earnings per common share                            $.46        $.40

Earnings Per Common Share-Assuming Full Dilution
- ------------------------------------------------
  Earnings
    Net Income                                             $ 38,383    $ 33,980
    Add after tax interest expense applicable to 6 3/4%
      convertible notes (a)                                   1,940       1,767
                                                           --------    --------
    Net income as adjusted                                 $ 40,323    $ 35,747
                                                           ========    ========

  Shares
    Weighted average number of common shares outstanding     83,930      85,738
    Assuming conversion of 6 3/4% convertible notes (a)       6,395       6,397
    Assuming exercise of options reduced by the number
      of shares which could have been purchased with the
      proceeds from exercise of such options                    534         428
                                                           --------    --------
    Weighted average number of common shares outstanding
      as adjusted                                            90,859      92,563
                                                           ========    ========

    Earnings per common share assuming full dilution          $.44(b)     $.39(b)
                                                           =======     =======   
</TABLE>





 (a)  Shown net of income taxes which were calculated at the company's
      effective tax rate.

 (b)  This calculation is submitted in accordance with Regulation S-K item 601
      (b)(11) although not required by APB Opinion No. 15 since dilution is
      less than 3%.





                                                                              13

<PAGE>   1
                                   Exhibit 15


                       (KPMG PEAT MARWICK LLP LETTERHEAD)





Rite Aid Corporation
Camp Hill, Pennsylvania

Gentlemen:

Re:  Registration Statement No. 2-87981; and No. 33-63794

With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference therein of our report dated
July 14, 1995 related to our review of interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.

Very truly yours,



KPMG PEAT MARWICK LLP

Harrisburg, Pennsylvania
July 14, 1995




                                                                              14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
RITE AID CORPORATION AND SUBSIDIARIES                 EXHIBIT 27
 ARTICLE 5 FINANCIAL DATA SCHEDULES
            FORM 10-Q
FIRST QUARTER ENDED JUNE 3, 1995
</LEGEND>
<MULTIPLIER> 1,000
       
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                                0
                                          0
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<EPS-PRIMARY>                                      .46
<EPS-DILUTED>                                      .44
        

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