New Rite Aid (RADCQ) 10-Q 6 Oct 15 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Aug. 29, 2015	Sep. 28, 2015
Document and Entity Information
Entity Registrant Name	RITE AID CORP
Entity Central Index Key	84,129
Document Type	10-Q
Document Period End Date	Aug. 29, 2015
Amendment Flag	false
Current Fiscal Year End Date	--02-27
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		1,046,265,328
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Aug. 29, 2015	Feb. 28, 2015
Current assets:
Cash and cash equivalents	$ 152,647	$ 115,899
Accounts receivable, net	1,872,976	980,904
Inventories, net of LIFO reserve of $1,009,501 and $997,528	2,902,749	2,882,980
Deferred tax assets	17,823	17,823
Prepaid expenses and other current assets	140,939	224,152
Total current assets	5,087,134	4,221,758
Property, plant and equipment, net	2,198,674	2,091,369
Goodwill	1,533,827	76,124
Other intangibles, net	1,225,531	421,480
Deferred tax assets	1,617,311	1,766,349
Other assets	316,754	286,172
Total assets	11,979,231	8,863,252
Current liabilities:
Current maturities of long-term debt and lease financing obligations	29,002	100,376
Accounts payable	1,594,411	1,133,520
Accrued salaries, wages and other current liabilities	1,703,545	1,193,419
Deferred tax liabilities	57,622	57,685
Total current liabilities	3,384,580	2,485,000
Long-term debt, less current maturities	7,361,079	5,483,415
Lease financing obligations, less current maturities	54,232	61,152
Other noncurrent liabilities	749,637	776,629
Total liabilities	$ 11,549,528	$ 8,806,196
Commitments and contingencies
Stockholders' equity:
Common stock, par value $1 per share; 1,500,000 shares authorized; shares issued and outstanding 1,045,622 and 988,558	$ 1,045,622	$ 988,558
Additional paid-in capital	4,795,106	4,521,023
Accumulated deficit	(5,366,370)	(5,406,675)
Accumulated other comprehensive loss	(44,655)	(45,850)
Total stockholders' equity	429,703	57,056
Total liabilities and stockholders' equity	$ 11,979,231	$ 8,863,252

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Aug. 29, 2015	Feb. 28, 2015
CONDENSED CONDENSED CONSOLIDATED BALANCE SHEETS
Inventories, LIFO reserve (in dollars)	$ 1,009,501	$ 997,528
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized	1,500,000	1,500,000
Common stock, shares issued	1,045,622	988,558
Common stock, shares outstanding	1,045,622	988,558

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Aug. 29, 2015	Aug. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 7,664,776	$ 6,522,584
Costs and expenses:
Cost of revenues	5,742,485	4,628,005
Selling, general and administrative expenses	1,725,826	1,640,524
Lease termination and impairment charges	9,637	7,111
Interest expense	115,410	100,950
Loss on debt retirements, net	33,205
Loss (gain) on sale of assets, net	281	(1,715)
Total costs and expenses	7,626,844	6,374,875
Income before income taxes	37,932	147,709
Income tax expense	16,463	19,860
Net income	21,469	127,849
Computation of income attributable to common stockholders:
Net income	21,469	127,849
Add back-interest on convertible notes		1,364
Income attributable to common stockholders-diluted	$ 21,469	$ 129,213
Basic and diluted income per share	$ 0.02	$ 0.13
Basic income per share (in dollars per share)	0.02	0.13
Diluted income per share (in dollars per share)	$ 0.02	$ 0.13

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 21,469	$ 127,849	$ 40,305	$ 169,295
Defined benefit pension plans:
Amortization of prior service cost, net transition obligation and net actuarial losses included in net periodic pension cost, net of thirteen week & twenty-six week period ended 2015 and 2014 of $398, $796, $0 and $0 tax expenses, respectively	598	660	1,195	1,319
Total other comprehensive income	598	660	1,195	1,319
Comprehensive income	$ 22,067	$ 128,509	$ 41,500	$ 170,614

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Amortization of prior service cost, net transition obligation and net actuarial losses included in net periodic pension cost, tax expense	$ 398	$ 0	$ 796	$ 0

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014
Operating activities:
Net income	$ 40,305	$ 169,295
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	237,348	204,589
Lease termination and impairment charges	14,659	11,959
LIFO charges	11,973	3,089
Loss (gain) on sale of assets, net	320	(2,085)
Stock-based compensation expense	16,201	9,892
Changes in deferred taxes	1,574
Loss on debt retirements, net	33,205
Excess tax benefit on stock options and restricted stock	(20,869)	(27,058)
Changes in operating assets and liabilities:
Accounts receivable	8,119	441
Inventories	(24,469)	68,917
Accounts payable	31,909	(26,750)
Other assets and liabilities, net	(8,703)	(50,058)
Net cash provided by operating activities	341,572	362,231
Investing activities:
Payments for property, plant and equipment	(271,683)	(193,633)
Intangible assets acquired	(43,462)	(40,023)
Acquisition of businesses, net of cash acquired	(1,779,571)	(69,793)
Proceeds from dispositions of assets and investments	6,081	6,102
Net cash used in investing activities	(2,088,635)	(297,347)
Financing activities:
Proceeds from issuance of long-term debt	1,800,000	1,152,293
Net proceeds from revolver	728,000	5,000
Principal payments on long-term debt	(661,217)	(1,165,623)
Change in zero balance cash accounts	(51,309)	(57,545)
Net proceeds from issuance of common stock	8,105	14,791
Financing fees paid for early debt redemption	(26,003)
Excess tax benefit on stock options and restricted stock	20,869	27,058
Deferred financing costs paid	(34,634)	(1,506)
Net cash provided by (used in) financing activities	1,783,811	(25,532)
Increase in cash and cash equivalents	36,748	39,352
Cash and cash equivalents, beginning of period	115,899	146,406
Cash and cash equivalents, end of period	152,647	185,758
Supplementary cash flow data:
Cash paid for interest (net of capitalized amounts of $87 and $90, respectively)	170,053	192,319
Cash payments of income taxes, net of refunds	3,154	4,118
Equipment financed under capital leases	1,271	3,925
Equipment received for noncash consideration	2,011	1,337
Stock consideration issued in connection with business acquisitions	240,907
Conversion of the 8.5% convertible notes to common stock	64,089
Gross borrowings from revolver	2,904,000	1,556,000
Gross payments to revolver	$ 2,176,000	$ 1,551,000

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014
Cash paid for interest, capitalized amounts	$ 87	$ 90
8.5% convertible notes due May 2015
Debt instrument, stated interest rate (as a percent)	8.50%

Basis of Presentation

Basis of Presentation	6 Months Ended
	Aug. 29, 2015
Basis of Presentation
Basis of Presentation	1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. The accompanying financial information reflects all adjustments which are of a recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. The results of operations for the thirteen and twenty-six week periods ended August 29, 2015 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Rite Aid Corporation and Subsidiaries (the “Company”) Fiscal 2015 10-K. In addition to the significant accounting policies discussed in the Company’s Fiscal 2015 10-K, the Company has added the following significant accounting policies as a result of its June 24, 2015 acquisition of EnvisionRx (the “Acquisition”), and the related addition of the new Pharmacy Services segment (please see Note 2. Acquisition and Note 13. Segment Reporting for additional details): Revenue Recognition — Pharmacy Services Segment The Pharmacy Services segment (“Pharmacy Services”) sells prescription drugs indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The Pharmacy Services segment recognizes revenue from prescription drugs sold by (i) its mail service dispensing pharmacy and (ii) under retail pharmacy network contracts where it is the principal using the gross method at the contract prices negotiated with its clients, primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans, Medicare plans, and other sponsors of health benefit plans, and individuals throughout the United States. Revenues include: (i) the portion of the price the client pays directly to the Pharmacy Services segment, net of any volume-related or other discounts paid back to the client (see “Drug Discounts” on the following page), (ii) the price paid to the Pharmacy Services segment by client plan members for mail order prescriptions (“Mail Co-Payments”), and (iii) administrative fees. Sales taxes are not included in revenue. Revenue is recognized when: (i) persuasive evidence that the prescription drug sale has occurred or a contractual arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. The following revenue recognition policies have been established for the Pharmacy Services segment: · Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services segment’s retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services segment’s point-of-sale, which is when the claim is adjudicated by the Pharmacy Services segment’s online claims processing system. · Revenues generated from prescription drugs sold by the Pharmacy Services segment’s mail service dispensing pharmacy are recognized when the prescription is delivered. At the time of delivery, the Pharmacy Services segment has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns or reshipments. · Revenues generated from administrative fees based on membership or claims volume are recognized monthly upon active membership in the plan or actual claims volume. The Pharmacy Services segment determines whether it is the principal or agent for its retail pharmacy network transactions on a contract by contract basis. In the majority of its contracts, the Pharmacy Services segment has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having discretion in supplier selection, (iii) having involvement in the determination of product or service specifications, and (iv) having credit risk. The Pharmacy Services segment’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Pharmacy Services segment is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold, regardless of whether the Pharmacy Services segment is paid by its clients. The Pharmacy Services segment’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate and approving the prescription for dispensing. Although the Pharmacy Services segment does not have credit risk with respect to retail co-payments, management believes that all of the other applicable indicators of gross revenue reporting are present. Drug Discounts — The Pharmacy Services segment deducts from its revenues that are generated from prescription drugs sold by third party pharmacies any rebates, inclusive of discounts and fees, earned by its clients. Rebates are paid to clients in accordance with the terms of client contracts. Medicare Part D — The Pharmacy Services segment, through its Envision Insurance Company (“EIC”) subsidiary, participates in the federal government’s Medicare Part D program as a Prescription Drug Plan (“PDP”). Net revenues include insurance premiums earned by the PDP, which are determined based on the PDP’s annual bid and related contractual arrangements with the Centers for Medicare and Medicaid Services (“CMS”). The insurance premiums include a direct premium paid by CMS and a beneficiary premium, which is the responsibility of the PDP member, but is subsidized by CMS in the case of low-income members. Premiums collected in advance are initially deferred in accrued expenses and are then recognized in net revenues over the period in which members are entitled to receive benefits. See Note 13 for additional information about the revenues of the Company’s business segments. Cost of Revenues — Pharmacy Services Segment The Pharmacy Services segment’s cost of revenues includes the cost of prescription drugs sold during the reporting period indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The cost of prescription drugs sold component of cost of revenues includes: (i) the cost of the prescription drugs purchased from manufacturers or distributors and shipped to members in clients’ benefit plans from the Pharmacy Services segment’s mail service dispensing pharmacy, net of any volume-related or other discounts (see “Vendor allowances and purchase discounts” below) and (ii) the cost of prescription drugs sold through the Pharmacy Services segment’s retail pharmacy network under contracts where it is the principal, net of any volume-related or other discounts. As a result of the Acquisition, and the related addition of the Pharmacy Services segment, the Company now refers to its cost of goods sold as its cost of revenues, as these costs are now inclusive of the cost of prescription drugs sold through the Pharmacy Services segment’s retail pharmacy network under contracts where it is the principal. See Note 13 for additional information about the cost of revenues of the Company’s business segments. Vendor Allowances and Purchase Discounts — Pharmacy Services Segment The Company accounts for vendor allowances and purchase discounts as follows: The Pharmacy Services segment receives purchase discounts on products purchased. The Pharmacy Services segment’s contractual arrangements with vendors, including manufacturers, wholesalers and retail pharmacies, normally provide for the Pharmacy Services segment to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase, or (ii) a discount (or rebate) paid subsequent to dispensing when products are purchased indirectly from a manufacturer (e.g., through a wholesaler or retail pharmacy). These rebates are recognized when prescriptions are dispensed and are generally calculated and billed to manufacturers within 30 days of the end of each completed quarter. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Pharmacy Services segment’s results of operations. The Pharmacy Services segment accounts for the effect of any such differences as a change in accounting estimate in the period the reconciliation is completed. The Pharmacy Services segment also receives additional discounts under its wholesaler contracts. In addition, the Pharmacy Services segment receives fees from pharmaceutical manufacturers for administrative services. Purchase discounts and administrative service fees are recorded as a reduction of “Cost of revenues”. New Accounting Pronouncements In May 2013, the FASB issued a proposed Accounting Standards Update, Leases (Topic 842): a revision of the 2010 proposed Accounting Standards Update, Leases (Topic 840), that would require an entity to recognize assets and liabilities arising under lease contracts on the balance sheet. The proposed standard, as currently drafted, will have a material impact on the Company’s reported results of operations and financial position. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its financial position, results of operations and cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation—Amendments to the Consolidation Analysis (Topic 810). This ASU requires reporting entities to reevaluate whether they should consolidate certain legal entities under the revised consolidation model. This standard modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs), eliminates the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with VIEs, especially those that have fee arrangements and related party relationships. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-02 on its financial position, results of operations and cash flows. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30). This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of the debt liability, which is consistent with the treatment of debt discounts. The new guidance should be applied on a retrospective basis, and upon transition, an entity is required to comply with the applicable disclosures necessary for a change in accounting principle. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-03 on its financial position. In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting—Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962) Health and Welfare Benefit Plans (Topic 965). There are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-directed investments) of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical expedient for employee benefit plans as available in ASU No. 2015-04, which allows employers to measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-12 on its financial position and results of operations.

Acquisition

Acquisition	6 Months Ended
	Aug. 29, 2015
Acquisition
Acquisition	2. Acquisition On June 24, 2015, the Company completed its previously announced acquisition of TPG VI Envision BL, LLC and Envision Topco Holdings, LLC (“EnvisionRx”), pursuant to the terms of an agreement (“Agreement”) dated February 10, 2015. EnvisionRx, which was a portfolio company of TPG Capital L.P. prior to its acquisition by the Company, is a full-service pharmacy services provider. EnvisionRx provides both transparent and traditional pharmacy benefit manager (“PBM”) options through its EnvisionRx and MedTrak PBMs, respectively. EnvisionRx also offers fully integrated mail-order and specialty pharmacy services through Orchard Pharmaceutical Services; access to the nation’s largest cash pay infertility discount drug program via Design Rx; an innovative claims adjudication software platform in Laker Software; and a national Medicare Part D prescription drug plan through EIC’s EnvisionRx Plus Silver product for the low income auto-assign market and its Clear Choice product for the chooser market. EnvisionRx is headquartered in Twinsburg, Ohio and operates as 100 percent owned subsidiary of the Company. Pursuant to the terms of the Agreement, as consideration for the Acquisition, the Company paid $1,883,405 in cash and issued 27,754 shares of Rite Aid common stock. The Company financed the cash portion of the Acquisition with borrowings under its senior secured revolving credit facility, and the net proceeds from the April 2, 2015 issuance of $1,800,000 aggregate principal amount of 6.125% senior notes due 2023 (the “6.125% Notes”). The consideration associated with the common stock was $240,907 based on a stock price of $8.68 per share, representing the closing price of the Company’s common stock on the closing date of the Acquisition. The closing balance sheet has not yet been finalized and therefore, the final purchase price and related purchase price allocation of the Acquisition is subject to change. The Company’s consolidated financial statements for the thirteen and twenty-six week periods ended August 29, 2015 include EnvisionRx results of operations from the Acquisition date of June 24, 2015 through August 29, 2015 (please see Note 13. Segment Reporting for the Pharmacy Services segment results included within the consolidated financial statements for the thirteen and twenty-six week periods ended August 29, 2015, which reflects the results of EnvisionRx). The Company’s financial statements reflect preliminary purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, whereby the purchase price was preliminarily allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the Acquisition date. The following allocation of the purchase price and the estimated transaction costs is preliminary and is based on information available to the Company’s management at the time the consolidated financial statements were prepared. Accordingly, the allocation is subject to change and the impact of such changes may be material. Preliminary purchase price Cash consideration $ Stock consideration Total $ Preliminary purchase price allocation Cash and cash equivalents $ Accounts receivable Inventories Deferred tax assets Prepaid expenses and other current assets Total current assets Property and equipment Intangible assets(1) Goodwill Other assets Total assets acquired Accounts payable Reinsurance funds held Other current liabilities(2) Total current liabilities Other long term liabilities(3) Total liabilities assumed Net assets acquired $ (1) Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a preliminary valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management’s preliminary estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated fair value of intangible assets and related useful lives as included in the preliminary purchase price allocation include: Estimated Fair Value Estimated Useful Life (In Years) Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Other Trademarks Indefinite Total $ (2) Other current liabilities includes $116,500 due to TPG under the terms of the Agreement, representing the amounts due to EnvisionRx from CMS, less corresponding amounts due to various reinsurance providers under certain reinsurance programs, for CMS activities that relate to the year ended December 31, 2014. (3) Primarily relates to deferred tax liabilities. The above goodwill represents future economic benefits expected to be recognized from the Company’s expansion into the pharmacy services market, as well as expected future synergies and operating efficiencies from combining operations with EnvisionRx. Goodwill resulting from the Acquisition has been allocated to the Pharmacy Services segment and should be deductible for tax purposes. At the time the financial statements were issued, initial accounting for the business combination related to tax matters were preliminary and may be adjusted during the measurement period. During the thirteen and twenty-six weeks periods ended August 29, 2015, acquisition costs of $9,613, and $27,072, respectively, were expensed as incurred. The following unaudited pro forma combined financial data gives effect to the Acquisition as if it had occurred as of March 1, 2014. These unaudited pro forma combined results have been prepared by combining the historical results of the Company and historical results of EnvisionRx. The unaudited pro forma combined financial data for all periods presented were adjusted to give effect to proforma events that 1) are directly attributable to the aforementioned transaction, 2) factually supportable, and 3) expected to have a continuing impact on the consolidated results of operations. Specifically, these adjustments reflect: · Incremental interest expense relating to the $1,800,000 6.125% Notes issued on April 2, 2015, the net proceeds of which were used finance the cash portion of the Acquisition. · Incremental amortization resulting from increased fair value of the identifiable intangible assets as noted in the preliminary purchase price allocation. · Removal of costs incurred in connection with the Acquisition by both the Company and EnvisionRx, including bridge loan commitment fees of $15,375. · Debt extinguishment charges incurred by EnvisionRx. · Inclusion of the 27,754 shares of Rite Aid common stock issued to fund the stock portion of the purchase price in the basic and diluted share calculation. The unaudited combined pro forma results do not include any incremental cost savings that may result from the integration. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change and the impact of such changes may be material. The unaudited combined pro forma information is for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s results actually would have been had the Acquisition been completed as of the beginning of the periods as indicated. In addition, the unaudited pro forma information does not purport to project the future results of the combined company. Thirteen week Periods Ended Twenty-Six week Periods Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Pro forma Pro forma Pro forma Pro forma Net revenues as reported $ $ $ $ EnvisionRx revenue, prior to the acquisition Less pre-acquisition intercompany revenue ) ) ) ) Pro forma combined revenues $ $ $ $ Net income as reported $ $ $ $ EnvisionRx net income (loss) before income taxes, prior to the acquisition ) ) Incremental interest expense on the 6.125% Notes issued on April 2, 2015 — ) ) ) Incremental amortization resulting from fair value adjustments of the identifiable intangible assets ) ) ) ) Transaction expenses incurred by both the Company and EnvisionRx — — Debt extinguishment charges incurred by EnvisionRx — — Income tax expense relating to pro forma adjustments ) — ) — Pro forma net income $ $ $ $ Basic income per share $ $ $ $ Diluted income per share $ $ $ $

Income Per Share

Income Per Share	6 Months Ended
	Aug. 29, 2015
Income Per Share
Income Per Share	3. Income Per Share Basic income per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company subject to anti-dilution limitations. Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Numerator for income per share: Net income $ $ $ $ Add back—interest on convertible notes — — Income attributable to common stockholders—diluted $ $ $ $ Denominator: Basic weighted average shares Outstanding options and restricted shares, net Convertible notes — — Diluted weighted average shares Basic income per share $ $ $ $ Diluted income per share $ $ $ $ Due to their antidilutive effect, the following potential common shares have been excluded from the computation of diluted income per share as of August 29, 2015 and August 30, 2014: Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Stock options During May 2015, $64,089 of the Company’s 8.5% convertible notes due 2015 were converted into 24,762 shares of common stock, pursuant to their terms.

Lease Termination and Impairmen

Lease Termination and Impairment Charges	6 Months Ended
	Aug. 29, 2015
Lease Termination and Impairment Charges
Lease Termination and Impairment Charges	4. Lease Termination and Impairment Charges Lease termination and impairment charges consist of amounts as follows: Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Impairment charges $ $ $ $ Lease termination charges $ $ $ $ Impairment Charges These amounts include the write-down of long-lived assets at locations that were assessed for impairment because of management’s intention to relocate or close the location or because of changes in circumstances that indicated the carrying value of an asset may not be recoverable. Lease Termination Charges As part of the Company’s ongoing business activities, the Company assesses stores and distribution centers for potential closure or relocation. Decisions to close or relocate stores or distribution centers in future periods would result in lease termination charges, lease exit costs and inventory liquidation charges, as well as impairment of assets at these locations. The following table reflects the closed store and distribution center charges that relate to new closures, changes in assumptions and interest accretion: Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Balance—beginning of period $ $ $ $ Provision for present value of noncancellable lease payments of closed stores Changes in assumptions about future sublease income, terminations and changes in interest rates Interest accretion Cash payments, net of sublease income ) ) ) ) Balance—end of period $ $ $ $

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Aug. 29, 2015
Fair Value Measurements
Fair Value Measurements	5. Fair Value Measurements The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: · Level 1—Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2—Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. · Level 3—Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. Non-Financial Assets Measured on a Non-Recurring Basis Long-lived non-financial assets are measured at fair value on a nonrecurring basis for purposes of calculating impairment using Level 2 and Level 3 inputs as defined in the fair value hierarchy. The fair value of long-lived assets using Level 2 inputs is determined by evaluating the current economic conditions in the geographic area for similar use assets. The fair value of long-lived assets using Level 3 inputs is determined by estimating the amount and timing of net future cash flows (which are unobservable inputs) and discounting them using a risk-adjusted rate of interest (which is Level 1). The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located. Significant increases or decreases in actual cash flows may result in valuation changes. During the twenty-six week period ended August 29, 2015, long-lived assets from continuing operations with a carrying value of $2,193, primarily store assets, were written down to their fair value of $1,915, resulting in an impairment charge of $278 of which $5 relates to the thirteen week period ended August 29, 2015. During the twenty-six week period ended August 30, 2014, long-lived assets from continuing operations with a carrying value of $1,849, primarily store assets, were written down to their fair value of $1,566, resulting in an impairment charge of $283 of which $132 relates to the thirteen-week period ended August 30, 2014. If our actual future cash flows differ from our projections materially, certain stores that are either not impaired or partially impaired in the current period may be further impaired in future periods. The following table presents fair values for those assets measured at fair value on a non-recurring basis at August 29, 2015 and August 30, 2014: Fair Value Measurement Using Level 1 Level 2 Level 3 Total as of August 29, 2015 Long-lived assets held for use $ — $ — $ $ Long-lived assets held for sale $ — $ — $ $ Total $ — $ — $ $ Level 1 Level 2 Level 3 Total as of August 30, 2014 Long-lived assets held for use $ — $ — $ $ Long-lived assets held for sale $ — $ — $ — $ — Total $ — $ — $ $ As of August 29, 2015 and August 30, 2014, the Company did not have any financial assets measured on a recurring basis. Other Financial Instruments Financial instruments other than long-term indebtedness include cash and cash equivalents, accounts receivable and accounts payable. These instruments are recorded at book value, which we believe approximate their fair values due to their short term nature. In addition, the Company has $6,598 of investments, carried at amortized cost as these investments are being held to maturity, which are included as a component of other assets as of August 29, 2015. The Company believes the carrying value of these investments approximates their fair value. The fair value for LIBOR-based borrowings under the Company’s senior secured credit facility and first and second lien term loans are estimated based on the quoted market price of the financial instrument which is considered Level 1 of the fair value hierarchy. The fair values of substantially all of the Company’s other long-term indebtedness are estimated based on quoted market prices of the financial instruments which are considered Level 1 of the fair value hierarchy. The carrying amount and estimated fair value of the Company’s total long-term indebtedness was $7,361,170 and $7,508,010, respectively, as of August 29, 2015. There were no outstanding derivative financial instruments as of August 29, 2015 and February 28, 2015.

Income Taxes

Income Taxes	6 Months Ended
	Aug. 29, 2015
Income Taxes
Income Taxes	6. Income Taxes The Company recorded an income tax expense of $16,463 and $19,860 for the thirteen week periods ended August 29, 2015 and August 30, 2014, respectively, and an income tax expense of $28,904 and $31,741 for the twenty-six week periods ended August 29, 2015 and August 30, 2014, respectively. The income tax expense for the thirteen and twenty-six week periods ended August 29, 2015 was based on an estimated effective tax rate of 43.4% and 41.8%, respectively. The income tax expense for the thirteen and twenty-six week periods ended August 30, 2014 was primarily attributable to an increase in the deferred tax valuation allowance to offset the windfall tax benefits recorded in Additional Paid in Capital (“APIC”) pursuant to the tax law ordering approach. The Company recognizes tax liabilities in accordance with the guidance for uncertain tax positions and management adjusts these liabilities with changes in judgment as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, the Company does not expect the change to have a significant impact on the results of operations or the financial position of the Company. The Company regularly evaluates valuation allowances established for deferred tax assets for which future realization is uncertain. Management will continue to monitor all available evidence related to the net deferred tax assets that may change the most recent assessment, including events that have occurred or are anticipated to occur. As a result of the Company’s historical operating performance and the more favorable near term outlook for profitability, the Company released $1,841,304 of valuation allowance in the fourth quarter of fiscal year 2015. The Company continues to maintain a valuation allowance against net deferred tax assets of $231,683 and $231,679, which relates primarily to state deferred tax assets at August 29, 2015 and February 28, 2015, respectively.

Medicare Part D

Medicare Part D	6 Months Ended
	Aug. 29, 2015
Medicare Part D
Medicare Part D	7. Medicare Part D The Company offers Medicare Part D benefits through EIC, which has contracted with CMS to be a PDP and, pursuant to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, must be a risk-bearing entity regulated under state insurance laws or similar statutes. EIC is a licensed domestic insurance company under the applicable laws and regulations. Pursuant to these laws and regulations, EIC must file quarterly and annual reports with the National Association of Insurance Commissioners (“NAIC”) and certain state regulators, must maintain certain minimum amounts of capital and surplus under formulas established by certain states and must, in certain circumstances, request and receive the approval of certain state regulators before making dividend payments or other capital distributions to the Company. The Company does not believe these limitations on dividends and distributions materially impact its financial position. EIC is subject to minimum capital and surplus requirements in certain states. The minimum amount of capital and surplus required to satisfy regulatory requirements in these states is $44,400 as of August 29, 2015. EIC was in excess of the minimum required amounts in these states as of August 29, 2015. The Company has recorded estimates of various assets and liabilities arising from its participation in the Medicare Part D program based on information in its claims management and enrollment systems. Significant estimates arising from its participation in this program include: (i) estimates of low-income cost subsidies, reinsurance amounts, and coverage gap discount amounts ultimately payable to CMS based on a detailed claims reconciliation that will occur in the following year; (ii) an estimate of amounts receivable from CMS under a risk-sharing feature of the Medicare Part D program design, referred to as the risk corridor and (iii) estimates for claims that have been reported and are in the process of being paid or contested and for our estimate of claims that have been incurred but have not yet been reported. As of August 29, 2015, accounts receivable, net included $573,348 due from CMS and accrued salaries, wages and other current liabilities included $394,197 of EIC liabilities under certain reinsurance contracts. EIC limits its exposure to loss and recovers a portion of benefits paid by utilizing quota-share reinsurance with a commercial reinsurance company. Additionally, as of August 29, 2015, accrued salaries, wages and other current liabilities included $116,500 due to TPG under the terms of the Agreement, which represents the amounts due to EnvisionRx from CMS, less corresponding amounts due to various reinsurance providers under certain reinsurance programs, for CMS activities that relate to the year ended December 31, 2014.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Aug. 29, 2015
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	8. Goodwill and Other Intangible Assets Goodwill and indefinitely-lived intangible assets, such as certain trademarks acquired in connection with acquisition transactions, are not amortized, but are instead evaluated for impairment on an annual basis at the end of the fiscal year, or more frequently if events or circumstances indicate that impairment may be more likely. During the twenty-six weeks ended August 29, 2015 and the fifty-two weeks ended February 28, 2015, no impairment charges have been taken against the Company’s goodwill. During the twenty-six weeks ended August 29, 2015, no impairment charges have been taken against the Company’s indefinitely-lived intangible assets. Below is a summary of the changes in the carrying amount of goodwill for the twenty-six week period ended August 29, 2015: August 29, 2015 Retail Pharmacy Pharmacy Services Total Balance, February 28, 2015 $ $ — $ Acquisition (see Note 2. Acquisition) — Balance, August 29, 2015 $ $ $ The Company’s other intangible assets are finite-lived and amortized over their useful lives. Following is a summary of the Company’s finite-lived and indefinitely-lived intangible assets as of August 29, 2015 and February 28, 2015. August 29, 2015 February 28, 2015 Gross Carrying Amount Accumulated Amortization Net Remaining Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Remaining Weighted Average Amortization Period Favorable leases and other $ $ ) $ 8 years $ $ ) $ 8 years Prescription files ) 3 years ) 3 years Customer relationships(a) ) 17 years — — — CMS license ) 25 years — — — Claims adjudication and other developed software ) 7 years — — — Trademarks ) 10 years — — — Backlog ) 3 years — — — Other ) 5 years — — — Total finite $ $ ) $ $ ) $ Trademarks — Indefinite — — — Total $ $ ) $ $ $ ) $ (a) — Amortized on an accelerated basis which is determined based on the remaining useful economic lives of the customer relationships that are expected to contribute directly or indirectly to future cash flows. Also included in other non-current liabilities as of August 29, 2015 and February 28, 2015 are unfavorable lease intangibles with a net carrying amount of $51,382 and $55,571, respectively. These intangible liabilities are amortized over their remaining lease terms at the time of acquisition. Amortization expense for these intangible assets and liabilities was $48,609 and $80,550 for the thirteen and twenty-six week periods ended August 29, 2015, respectively. Amortization expense for these intangible assets and liabilities was $28,532 and $57,769 for the thirteen and twenty-six week periods ended August 30, 2014, respectively. The anticipated annual amortization expense for these intangible assets and liabilities is 2016—$186,283; 2017—$206,363; 2018—$166,250; 2019—$130,231 and 2020—$100,716.

Indebtedness and Credit Agreeme

Indebtedness and Credit Agreements	6 Months Ended
	Aug. 29, 2015
Indebtedness and Credit Agreements
Indebtedness and Credit Agreements	9. Indebtedness and Credit Agreements Following is a summary of indebtedness and lease financing obligations at August 29, 2015 and February 28, 2015: August 29, 2015 February 28, 2015 Secured Debt: Senior secured revolving credit facility due January 2020 $ $ 8.00% senior secured notes (senior lien) due August 2020 — Tranche 1 Term Loan (second lien) due August 2020 Tranche 2 Term Loan (second lien) due June 2021 Other secured Unsecured Guaranteed Debt: 9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $3,079 and $3,415) 6.75% senior notes due June 2021 6.125% senior notes due April 2023 — Unsecured Unguaranteed Debt: 8.5% convertible notes due May 2015 — 7.7% notes due February 2027 6.875% fixed-rate senior notes due December 2028 Lease financing obligations Total debt Current maturities of long-term debt and lease financing obligations ) ) Long-term debt and lease financing obligations, less current maturities $ $ Credit Facility On January 13, 2015, the Company amended and restated its senior secured credit facility (“Amended and Restated Senior Secured Credit Facility” or “revolver”), which, among other things, increased borrowing capacity from $1,795,000 to $3,000,000 (which further increased to $3,700,000 upon the redemption of its 8.00% senior secured notes due August 2020 (“8.00% Notes”) on August 15, 2015), and extended the maturity to January 2020 from February 2018. The Company used borrowings under the revolver to repay and retire all of the $1,143,650 outstanding under its Tranche 7 Senior Secured Term Loan due 2020, along with associated fees and expenses. Borrowings under the revolver bear interest at a rate per annum between LIBOR plus 1.50% and LIBOR plus 2.00% based upon the average revolver availability (as defined in the Amended and Restated Senior Secured Credit Facility). The Company is required to pay fees between 0.250% and 0.375% per annum on the daily unused amount of the revolver, depending on the Average Revolver Availability (as defined in the Amended and Restated Senior Secured Credit Facility). Amounts drawn under the revolver become due and payable on January 13, 2020. On February 10, 2015, the Company amended the Amended and Restated Senior Secured Credit Facility to, among other things, increase the flexibility of Rite Aid to incur and/or issue unsecured indebtedness, including in connection with the Acquisition, and made certain other modifications to the covenants applicable to Rite Aid and its subsidiaries. The Company’s ability to borrow under the revolver is based upon a specified borrowing base consisting of accounts receivable, inventory and prescription files. At August 29, 2015, the Company had $2,453,000 of borrowings outstanding under the revolver and had letters of credit outstanding against the revolver of $70,916, which resulted in additional borrowing capacity of $1,176,084. The Amended and Restated Senior Secured Credit Facility restricts the Company and the Subsidiary Guarantors (as defined herein) from accumulating cash on hand, and under certain circumstances, requires the funds in the Company’s deposit accounts to be applied first to the repayment of outstanding revolving loans under the Amended and Restated Senior Secured Credit Facility and then to be held as collateral for the senior obligations. This provision did not apply to the proceeds from the 6.125% Notes as discussed in the “Financing for the Acquisition” section below. The Amended and Restated Senior Secured Credit Facility allows the Company to have outstanding, at any time, up to $1,500,000 (or $1,800,000 solely to the extent incurred for the purpose of funding of the Acquisition) in secured second priority debt, split-priority term loan debt, unsecured debt and disqualified preferred stock in addition to borrowings under the Amended and Restated Senior Secured Credit Facility and existing indebtedness, provided that not in excess of $750,000 of such secured second priority debt, split-priority term loan debt, unsecured debt and disqualified preferred stock shall mature or require scheduled payments of principal prior to 90 days after the latest of (a) the fifth anniversary of the effectiveness of the Amended and Restated Senior Secured Credit Facility and (b) the latest maturity date of any Term Loan or Other Revolving Loan (each as defined in the Amended and Restated Senior Secured Credit Facility) (excluding bridge facilities allowing extensions on customary terms to at least the date that is 90 days after such date and, with respect to any escrow notes issued by Rite Aid, excluding any special mandatory redemption of the type described in clause (iii) of the definition of “Escrow Notes” in the Amended and Restated Senior Secured Credit Facility). Subject to the limitations described in clauses (a) and (b) of the immediately preceding sentence, the Amended and Restated Senior Secured Credit Facility additionally allows the Company to issue or incur an unlimited amount of unsecured debt and disqualified preferred stock so long as a Financial Covenant Effectiveness Period (as defined in the Amended and Restated Senior Secured Credit Facility) is not in effect; provided, however, that certain of the Company’s other outstanding indebtedness limits the amount of unsecured debt that can be incurred if certain interest coverage levels are not met at the time of incurrence or other exemptions are not available. The Amended and Restated Senior Secured Credit Facility also contains certain restrictions on the amount of secured first priority debt the Company is able to incur. The Amended and Restated Senior Secured Credit Facility also allows for the voluntary repurchase of any debt or other convertible debt, so long as the Amended and Restated Senior Secured Credit Facility is not in default and the Company maintains availability under its revolving credit facility of more than $365,000. As of January 13, 2015, the Amended and Restated Senior Secured Credit Facility has a financial covenant that requires the Company to maintain a minimum fixed charge coverage ratio of 1.00 to 1.00 (a) on any date on which availability under the revolving credit facility is less than $200,000 or (b) on the third consecutive business day on which availability under the revolving credit facility is less than $250,000 and, in each case, ending on and excluding the first day thereafter, if any, which is the 30th consecutive calendar day on which availability under the revolving credit facility is equal to or greater than $250,000. As of August 29, 2015, the availability was at a level that did not trigger this covenant. The Amended and Restated Senior Secured Credit Facility also contains covenants which place restrictions on the incurrence of debt, the payments of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Amended and Restated Senior Secured Credit Facility also provides for customary events of default. The Company also has two second priority secured term loan facilities. The first includes a $470,000 second priority secured term loan (the “Tranche 1 Term Loan”). The Tranche 1 Term Loan matures on August 21, 2020 and currently bears interest at a rate per annum equal to LIBOR plus 4.75% with a LIBOR floor of 1.00%, if the Company chooses to make LIBOR borrowings, or at Citibank’s base rate plus 3.75%. The second includes a $500,000 second priority secured term loan (the “Tranche 2 Term Loan”). The Tranche 2 Term Loan matures on June 21, 2021 and currently bears interest at a rate per annum equal to LIBOR plus 3.875% with a LIBOR floor of 1.00%, if the Company chooses to make LIBOR borrowings, or at Citibank’s base rate plus 2.875%. With the exception of EIC, substantially all of Rite Aid Corporation’s 100 percent owned subsidiaries guarantee the obligations under the Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities, and unsecured guaranteed notes. The Amended and Restated Senior Secured Credit Facility and second priority secured term loan facilities are secured, on a senior or second priority basis, as applicable, by a lien on, among other things, accounts receivable, inventory and prescription files of the Subsidiary Guarantors. The subsidiary guarantees related to the Company’s Amended and Restated Senior Secured Credit Facility and second priority secured term loan facilities and, on an unsecured basis, the unsecured guaranteed notes are full and unconditional and joint and several, and there are no restrictions on the ability of the Company to obtain funds from its subsidiaries. The Company has no independent assets or operations. Additionally, prior to the Acquisition, the subsidiaries, including joint ventures, that did not guarantee the Amended and Restated Senior Secured Credit Facility, the credit facility, second priority secured term loan facilities and applicable notes, were minor. Accordingly, condensed consolidating financial information for the Company and subsidiaries is not presented for those periods. Subsequent to the Acquisition, other than EIC, the subsidiaries, including joint ventures, that do not guarantee the credit facility, second priority secured term loan facilities and applicable notes, are minor. As such, condensed consolidating financial information for the Company, its guaranteeing subsidiaries and non-guaranteeing subsidiary, EIC, is presented for those periods subsequent to the Acquisition. See Note 15 “Guarantor and Non-Guarantor Condensed Consolidating Financial Information” for additional disclosure. Financing for the Acquisition On April 2, 2015, the Company issued $1,800,000 aggregate principal amount of its 6.125% Notes, the net proceeds of which, along with other available cash and borrowings under its Amended and Restated Senior Secured Credit Facility, were used to finance the cash portion of the Acquisition, which closed on June 24, 2015. The Company’s obligations under the notes are fully and unconditionally guaranteed, jointly and severally, on an unsubordinated basis, by all of its subsidiaries that guarantee the Company’s obligations under the Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities, the 9.25% senior notes due 2020 (the “9.25% Notes”) and the 6.75% senior notes due 2021 (the “6.75% Notes”) (the “Rite Aid Subsidiary Guarantors”), including EnvisionRx and certain of its domestic subsidiaries other than, among others, EIC (the “EnvisionRx Subsidiary Guarantors” and, together with the Rite Aid Subsidiary Guarantors, the “Subsidiary Guarantors”). The guarantees are unsecured. The 6.125% Notes are unsecured, unsubordinated obligations of Rite Aid Corporation and rank equally in right of payment with all of its other unsecured, unsubordinated indebtedness. Other Transactions During May 2015, $64,089 of the Company’s 8.5% convertible notes due 2015 were converted into 24,762 shares of common stock, pursuant to their terms. The remaining $79 of the Company’s 8.5% convertible notes due 2015 were repurchased by the Company upon maturity. On August 15, 2015, the Company completed the redemption of all of its outstanding $650,000 aggregate principal amount of its 8.00% Notes. In connection with the redemption, the Company recorded a loss on debt retirement, including call premium and unamortized debt issue costs, of $33,205 during the second quarter of fiscal 2016. Maturities The aggregate annual principal payments of long-term debt for the remainder of fiscal 2016 and thereafter are as follows: 2016—$90; 2017—$0; 2018—$0; 2019—$0; 2020—$2,453,000 and $4,905,001 thereafter.

Stock Options and Stock Awards

Stock Options and Stock Awards	6 Months Ended
	Aug. 29, 2015
Stock Options and Stock Awards
Stock Options and Stock Awards	10. Stock Options and Stock Awards The Company recognizes share-based compensation expense over the requisite service period of the award, net of an estimate for the impact of forfeitures. Operating results for the twenty-six week periods ended August 29, 2015 and August 30, 2014 include $16,201 and $9,892, respectively, of compensation costs related to the Company’s stock-based compensation arrangements. Beginning in fiscal 2015, the Company provided certain of its associates with performance based incentive plans under which the associates will receive a certain number of shares of the Company’s common stock based on the Company meeting certain financial and performance goals. During the twenty-six week periods ended August 29, 2015 and August 30, 2014, the Company incurred $4,413 and $444 related to these performance based incentive plans, respectively, which is recorded as a component of stock-based compensation expense. The total number and type of newly awarded grants and the related weighted average fair value for the twenty-six week periods ended August 29, 2015 and August 30, 2014 are as follows: August 29, 2015 August 30, 2014 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Stock options granted $ $ Restricted stock awards granted $ $ Total awards Typically, stock options granted vest, and are subsequently exercisable in equal annual installments over a four-year period for employees. Restricted stock awards typically vest in equal annual installments over a three-year period. The Company calculates the fair value of stock options using the Black- Scholes-Merton option pricing model. The following assumptions were used in the Black-Scholes-Merton option pricing model: Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 Expected stock price volatility Expected dividend yield Risk-free interest rate Expected option life 5.5 years 5.5 years As of August 29, 2015, the total unrecognized pre-tax compensation costs related to unvested stock options and restricted stock awards granted, net of estimated forfeitures and the weighted average period of cost amortization are as follows: August 29, 2015 Unvested stock options Unvested restricted stock Unvested performance shares Unrecognized pre-tax costs $ $ $ Weighted average amortization period 3.0 years 2.5 years 2.2 years

Reclassifications from Accumula

Reclassifications from Accumulated Other Comprehensive Loss	6 Months Ended
	Aug. 29, 2015
Reclassifications from Accumulated Other Comprehensive Loss
Reclassifications from Accumulated Other Comprehensive Loss	11. Reclassifications from Accumulated Other Comprehensive Loss The following table summarizes the components of accumulated other comprehensive loss and the changes in balances of each component of accumulated other comprehensive loss, net of tax as applicable, for the thirteen and twenty-six week periods ended August 29, 2015 and August 30, 2014: Thirteen Week Period Ended August 29, 2015 Thirteen Week Period Ended August 30, 2014 Twenty-Six Week Period Ended August 29, 2015 Twenty-Six Week Period Ended August 30, 2014 Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Accumulated other comprehensive loss Balance-beginning of period $ ) $ ) $ ) $ ) $ ) $ ) $ ) $ ) Amounts reclassified from accumulated other comprehensive loss to net income, net of $398, $0, $796, and $0 tax expense Balance-end of period $ ) $ ) $ ) $ ) $ ) $ ) $ ) $ ) The following table summarizes the effects on net income of significant amounts classified out of each component of accumulated other comprehensive loss for the thirteen and twenty-six week periods ended August 29, 2015 and August 30, 2014: Thirteen Week Periods Ended August 29, 2015 and August 30, 2014 Amount reclassified from accumulated other comprehensive loss Details about accumulated other comprehensive loss components August 29, 2015 August 30, 2014 Affected line item in the condensed consolidated statements of operations Defined benefit pension plans Amortization of unrecognized prior service cost(a) $ ) $ ) Selling, general and administrative expenses Amortization of unrecognized net loss(a) ) ) Selling, general and administrative expenses ) ) Total before income tax expense — Income tax expense(b) $ ) $ ) Net of income tax expense Twenty-Six Week Periods Ended August 29, 2015 and August 30, 2014 Amount reclassified from accumulated other comprehensive loss Details about accumulated other comprehensive loss components August 29, 2015 August 30, 2014 Affected line item in the condensed consolidated statements of operations Defined benefit pension plans Amortization of unrecognized prior service cost(a) $ ) $ ) Selling, general and administrative expenses Amortization of unrecognized net loss(a) ) ) Selling, general and administrative expenses ) ) Total before income tax expense — Income tax expense(b) $ ) $ ) Net of income tax expense (a) See Note 12, Retirement Plans for additional details. (b) Income tax expense is $0 for August 30, 2014 due to the valuation allowance. See Note 6, Income Taxes for additional details.

Retirement Plans

Retirement Plans	6 Months Ended
	Aug. 29, 2015
Retirement Plans
Retirement Plans	12. Retirement Plans Net periodic pension expense recorded in the thirteen and twenty- six week periods ended August 29, 2015 and August 30, 2014, for the Company’s defined benefit plans includes the following components: Defined Benefit Pension Plan Nonqualified Executive Retirement Plans Defined Benefit Pension Plan Nonqualified Executive Retirement Plans Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Service cost $ $ $ — $ — $ $ $ — $ — Interest cost Expected return on plan assets ) ) — — ) ) — — Amortization of unrecognized prior service cost — — — — Amortization of unrecognized net loss — — — — Net pension expense $ $ $ $ $ $ $ $ During the thirteen and twenty-six week periods ended August 29, 2015 the Company contributed $395 and $772, respectively, to the Nonqualified Executive Retirement Plans and $0 to the Defined Benefit Pension Plan. During the remainder of fiscal 2016, the Company expects to contribute $769 to the Nonqualified Executive Retirement Plans and $0 to the Defined Benefit Pension Plan.

Segment Reporting

Segment Reporting	6 Months Ended
	Aug. 29, 2015
Segment Reporting
Segment Reporting	13. Segment Reporting Prior to June 24, 2015, the Company’s operations were within one reportable segment. As a result of the completion of the Acquisition, the Company has realigned its internal management reporting to reflect two reportable segments, its retail drug stores (“Retail Pharmacy”), and its pharmacy services (“Pharmacy Services”) segments. The Retail Pharmacy segment’s primary business is the sale of prescription drugs and related consultation to its customers. Additionally, the Retail Pharmacy segment sells a full selection of health and beauty aids and personal care products, seasonal merchandise and a large private brand product line. The Pharmacy Services segment offers a full range of pharmacy benefit management services including plan design and administration, on both a transparent pass-through model and traditional model, formulary management and claims processing. Additionally, the Pharmacy Services segment offers specialty and mail order services, infertility treatment, and drug benefits to eligible beneficiaries under the federal government’s Medicare Part D program. The Parent Company’s chief operating decision makers are its Parent Company Chief Executive Officer, Parent Company President and CEO - Retail Pharmacy, CEO - Pharmacy Services, Chief Financial Officer, and its Senior Executive Vice Presidents (collectively the “CODM”). The CODM has ultimate responsibility for enterprise decisions. The CODM determines, in particular, resource allocation for, and monitors performance of, the consolidated enterprise, the Retail Pharmacy segment and the Pharmacy Services segment. The Retail Pharmacy and Pharmacy Services segment managers have responsibility for operating decisions, allocating resources and assessing performance within their respective segments. The CODM relies on internal management reporting that analyzes enterprise results on certain key performance indicators, namely, revenues, gross profit, and Adjusted EBITDA. The following table is a reconciliation of the Company’s business segments to the condensed consolidated financial statements: Retail Pharmacy Pharmacy Services Intersegment Eliminations (1) Consolidated Thirteen Week Period Ended August 29, 2015: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA — August 30, 2014: Revenues $ $ — $ — $ Gross Profit — — Adjusted EBITDA — — Twenty-Six Week Period Ended August 29, 2015: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA — August 30, 2014: Revenues $ $ — $ — $ Gross Profit — — Adjusted EBITDA — — (1) Intersegment eliminations include intersegment revenues and corresponding cost of revenues that occur when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. When this occurs, both the Retail Pharmacy and Pharmacy Services segments record the revenue on a stand-alone basis. The following table reconciles net income to Adjusted EBITDA for the thirteen and twenty-six week periods ended August 29, 2015 and August 30, 2014: Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 (dollars in thousands) Net income $ $ $ $ Interest expense Income tax expense Depreciation and amortization expense LIFO charges Lease termination and impairment charges Loss on debt retirements, net — — Other Adjusted EBITDA $ $ $ $ The following is balance sheet information for the Company’s reportable segments: Retail Pharmacy Pharmacy Services Eliminations (2) Consolidated August 29, 2015: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — February 28, 2015: Total Assets $ $ — $ — $ Goodwill — — Additions to property and equipment and intangible assets — — (2) Intersegment eliminations include netting of the Pharmacy Services segment long-term deferred tax liability of $143,000 against the Retail Pharmacy segment long-term deferred tax asset for consolidation purposes in accordance with ASC 740, and intersegment accounts receivable of $36,209, as of August 29, 2015, that represents amounts owed from the Pharmacy Services segment to the Retail Pharmacy segment that are created when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Aug. 29, 2015
Commitments and Contingencies:
Commitments and Contingencies	14. Commitments and Contingencies Legal Matters The Company is a party to legal proceedings, investigations and claims in the ordinary course of its business, including the matters described below. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. The Company’s contingencies are subject to significant uncertainties, including, among other factors: (i) proceedings are in early stages; (ii) whether class or collective action status is sought and the likelihood of a class being certified; (iii) the outcome of pending appeals or motions; (iv) the extent of potential damages, fines or penalties, which are often unspecified or indeterminate; (v) the impact of discovery on the matter; (vi) whether novel or unsettled legal theories are at issue; (vii) there are significant factual issues to be resolved; and/or (viii) in the case of certain government agency investigations, whether a sealed qui tam lawsuit (“whistleblower” action) has been filed and whether the government agency makes a decision to intervene in the lawsuit following investigation. The Company has been named in a collective and class action lawsuit, Indergit v. Rite Aid Corporation et al pending in the United States District Court for the Southern District of New York, filed purportedly on behalf of current and former store managers working in the Company’s stores at various locations around the country. The lawsuit alleges that the Company failed to pay overtime to store managers as required under the FLSA and under certain New York state statutes. The lawsuit also seeks other relief, including liquidated damages, punitive damages, attorneys’ fees, costs and injunctive relief arising out of state and federal claims for overtime pay. On April 2, 2010, the Court conditionally certified a nationwide collective group of individuals who worked for the Company as store managers since March 31, 2007. The Court ordered that Notice of the Indergit action be sent to the purported members of the collective group (approximately 7,000 current and former store managers) and approximately 1,550 joined the Indergit action. Discovery as to certification issues has been completed. On September 26, 2013, the Court granted Rule 23 class certification of the New York store manager claims as to liability only, but denied it as to damages, and denied the Company’s motion for decertification of the nationwide collective action claims. The Company filed a motion seeking reconsideration of the Court’s September 26, 2013 decision which motion was denied in June 2014. The Company subsequently filed a petition for an interlocutory appeal of the Court’s September 26, 2013 ruling with the U. S. Court of Appeals for the Second Circuit which petition was denied in September 2014. Notice of the Rule 23 class certification as to liability only has been sent to approximately 1,750 current and former store managers in the state of New York. At this time, the Company is not able to either predict the outcome of this lawsuit or estimate a potential range of loss with respect to the lawsuit. The Company’s management believes, however, that this lawsuit is without merit and is vigorously defending this lawsuit. The Company is currently a defendant in several putative class action lawsuits filed in state Courts in California alleging violations of California wage and hour laws, rules and regulations pertaining primarily to failure to pay overtime, pay for missed meals and rest periods, failure to reimburse business expenses and failure to provide employee seating (the “California Cases”). These suits purport to be class actions and seek substantial damages. The Company has aggressively challenged both the merits of the lawsuits and the allegations that the cases should be certified as class or representative actions. With respect to cases involving pharmacist meal and rest periods ( Chase and Scherwin v. Rite Aid Corporation pending in Los Angeles County Superior Court and Kyle v. Rite Aid Corporation pending in Sacramento County Superior Court), during the period ended March 1, 2014, the Company recorded a legal accrual with respect to these matters. The Company and the attorneys representing the putative class of pharmacists have agreed to a class wide settlement of the case of $9.0 million subject to final Court approval. The parties are in the process of obtaining Court approval. In the employee seating case ( Hall v. Rite Aid Corporation, San Diego County Superior Court ), the Court, in October 2011, granted the plaintiff’s motion for class certification. The Company filed its motion for decertification, which motion was granted in November 2012. Plaintiff subsequently appealed the Court’s order which appeal was granted in May 2014. The Company filed a petition for review of the appellate court’s decision with the California Supreme Court, which petition was denied in August 2014. Proceedings in the Hall case are stayed pending a decision by the California Supreme Court in two similar cases. With respect to the California Cases (other than Chase and Scherwin and Kyle) , the Company, at this time, is not able to predict either the outcome of these lawsuits or estimate a potential range of loss with respect to said lawsuits. The Company was served with a Civil Investigative Demand Subpoena Duces Tecum dated August 26, 2011 by the United States Attorney’s Office for the Eastern District of Michigan. The subpoena requests records regarding the relationship of Rite Aid’s Rx Savings Program to the reporting of usual and customary charges to publicly funded health programs. In connection with the same investigation, the Company was served with a Civil Subpoena Duces Tecum dated February 22, 2013 by the State of Indiana Office of the Attorney General requesting additional information regarding both Rite Aid’s Rx Savings Program and usual and customary charges. The Company has responded to both of the subpoenas. To enable the parties to discuss a possible resolution, the Medicaid Fraud Control Units of the several states, commonwealths and the District of Columbia and Rite Aid have entered into an agreement tolling the statute of limitations until October 7, 2015. The parties agreed to extend the tolling agreement until April 7, 2016. A t this stage of the proceedings, Rite Aid is unable to predict the outcome of any review by the government of such information. In April 2012, the Company received an administrative subpoena from the Drug Enforcement Administration (“DEA”), Albany, New York District Office, requesting information regarding the Company’s sale of products containing pseudoephedrine (“PSE”). In April 2012, it also received a communication from the United States Attorney’s Office (“USAO”) for the Northern District of New York concerning an investigation of possible civil violations of the Combat Methamphetamine Epidemic Act of 2005 (“CMEA”). In April 2013, the Company received additional administrative subpoenas from DEA concerning certain retail PSE transactions at New York stores and the USAO commenced discussions with the Company regarding whether, from 2009 (upon implementation of an electronic PSE transaction logbook system) through the present, the Company sold products containing PSE in violation of the CMEA. The Company received additional administrative subpoenas from the DEA beginning in December 2013 requesting information in connection with an investigation of violations of the CMEA in West Virginia and New York. On September 2, 2015, the Company received a grand jury subpoena from the United States District Court for the Southern District of West Virginia seeking additional information in connection with the investigation of violations of the CMEA in West Virginia. Violations of the CMEA could result in the imposition of administrative, civil and/or criminal penalties against the Company. The Company is cooperating with the government and continues to provide information responsive to the subpoenas. The Company has entered into a tolling agreement with the USAO. Discussions are underway to resolve these matters with the United States Attorney’s Offices for the Northern District of New York, the Eastern District of New York, and the Southern District of West Virginia, but whether an agreement can be reached and on what terms are uncertain. While the Company’s management cannot predict the outcome of these matters, it is possible that the Company’s results of operations or cash flows could be materially affected by an unfavorable resolution. In January 2013, the DEA, Los Angeles District Office, served an administrative subpoena on the Company seeking documents related to prescriptions by a certain prescriber. The USAO, Central District of California, also contacted the Company about a related investigation into allegations that Rite Aid pharmacies filled certain controlled substance prescriptions for a number of practitioners after their DEA registrations had expired or otherwise become invalid in violation of the federal Controlled Substances Act and DEA regulations. The Company responded to the administrative subpoena and subsequent informal requests for information from the USAO. The Company met with the USAO and DEA in January 2014 and is involved in ongoing discussions with the government regarding this matter. The Company recorded a legal accrual during the period ended March 1, 2014. The Company was served with a Civil Investigative Demand (“CID”) dated June 21, 2013 by the USAO for the Eastern District of California and the Attorney General’s Office of the State of California (the “AG”). The CID requests records and responses to interrogatories regarding Rite Aid’s Drug Utilization Review and prescription dispensing protocol and the dispensing of drugs designated “Code 1” by the State of California. The Company is in the process of producing responsive documents and interrogatory responses to the USAO and AG and is unable to predict the timing or outcome of any review by the government of such information. In addition to the above described matters, the Company is subject from time to time to various claims and lawsuits and governmental investigations arising in the ordinary course of business. While the Company’s management cannot predict the outcome of any of the claims, the Company’s management does not believe that the outcome of any of these legal matters will be material to the Company’s consolidated financial position. It is possible, however, that the Company’s results of operations or cash flows could be materially affected by an unfavorable resolution of pending litigation or contingencies. Contingencies The California Department of Health Care Services (“DHCS”), the agency responsible for administering the State of California Medicaid program, implemented retroactive reimbursement rate reductions effective June 1, 2011, impacting the medical provider community in California, including pharmacies. Numerous medical providers, including representatives of both chain and independent pharmacies, filed suits against DHCS in Federal District Court in California and obtained preliminary injunctions against the rate cuts, subject to a trial on the merits. DHCS appealed the preliminary injunctions to the Ninth Circuit Court of Appeals, which Court vacated the injunctions. Based upon the actions of DHCS and the decision of the Appeals Court, the Company recorded an appropriate accrual. In January 2014, the Center for Medicare and Medicaid Services approved a state plan amendment that excluded certain drugs from the retroactive reimbursement rate reductions effective March 31, 2012. Accordingly, the Company adjusted its accrual during that fiscal year to take into account this exclusion. As pertinent facts and circumstances develop, this accrual may be adjusted further.

Guarantor and Non-Guarantor Con

Guarantor and Non-Guarantor Condensed Consolidating Financial Information	6 Months Ended
	Aug. 29, 2015
Guarantor and Non-Guarantor Condensed Consolidating Financial Information
Guarantor and Non-Guarantor Condensed Consolidating Financial Information	15. Guarantor and Non-Guarantor Condensed Consolidating Financial Information Rite Aid Corporation conducts the majority of its business through its subsidiaries. With the exception of EIC, substantially all of Rite Aid Corporation’s 100 percent owned subsidiaries guarantee the obligations under the Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities, secured guaranteed notes and unsecured guaranteed notes (the “Subsidiary Guarantors”). Additionally, prior to the Acquisition, the subsidiaries, including joint ventures, that did not guarantee the Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities, secured guaranteed notes and unsecured guaranteed notes, were minor. Accordingly, condensed consolidating financial information for the Company and subsidiaries is not presented for those periods. Condensed consolidating financial information for the Company, its Subsidiary Guarantors and non-guarantor subsidiaries, is presented for periods subsequent to the Acquisition. For the purposes of preparing the information below, Rite Aid Corporation uses the equity method to account for its investment in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in the non-guarantor subsidiaries. The subsidiary guarantees related to the Company’s Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities and secured guaranteed notes and, on an unsecured basis, the unsecured guaranteed notes, are full and unconditional and joint and several. Presented below is condensed consolidating financial information for Rite Aid Corporation, the Subsidiary Guarantors, and the Non-Guarantor Subsidiaries at August 29, 2015 and for the thirteen and twenty-six week periods ended August 29, 2015. Separate financial statements for Subsidiary Guarantors are not presented. Rite Aid Corporation Condensed Consolidating Balance Sheet August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $1,009,501, $0, $0, and $1,009,501 — — — Deferred tax assets — — Prepaid expenses and other current assets — — Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — Total assets $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Deferred tax liabilities — — — Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Total liabilities ) Commitments and contingencies — — — — — Total stockholders’ equity )(b) Total liabilities and stockholders’ equity $ $ $ $ ) $ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries. Rite Aid Corporation Condensed Consolidating Statement of Operations For the Thirteen Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Loss on debt retirement, net — — — Loss on sale of assets, net — — — Equity in earnings of subsidiaries ) — (b) — ) Income (loss) before income taxes ) ) Income tax expense ) Net income (loss) $ $ $ ) $ ) $ Total other comprehensive income — ) Comprehensive income (loss) $ $ $ ) $ ) $ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Condensed Consolidating Statement of Operations For the Twenty-Six Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Loss on debt retirement, net — — — Loss on sale of assets, net — — — Equity in earnings of subsidiaries ) — (b) — ) Income (loss) before income taxes ) ) Income tax expense ) Net (loss) income $ $ $ ) $ ) $ Total other comprehensive income — ) Comprehensive income (loss) $ $ $ ) $ ) $ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Condensed Consolidating Statement of Cash Flows For the Twenty Six Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Acquisition of businesses, net of cash acquired ) — — — ) Intercompany activity ) ) — — Proceeds from dispositions of assets and investments — — — Net cash used in investing activities ) ) — ) Financing activities: Proceeds from issuance of long-term debt — — — Net proceeds from revolver — — — Principal payments on long-term debt ) ) — — ) Change in zero balance cash accounts — ) — — ) Net proceeds from issuance of common stock — — — Financing fees paid for early debt redemption ) — — — ) Excess tax benefit on stock options and restricted stock — — — Deferred financing costs paid ) — — — ) Intercompany activity ) — Net cash provided by (used in) financing activities ) Increase in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ $ $ — $

Summary of Significant Accounti

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Aug. 29, 2015
Basis of Presentation
Basis of Presentation	1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. The accompanying financial information reflects all adjustments which are of a recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. The results of operations for the thirteen and twenty-six week periods ended August 29, 2015 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Rite Aid Corporation and Subsidiaries (the “Company”) Fiscal 2015 10-K.
Revenue Recognition - Pharmacy Services Segment	In addition to the significant accounting policies discussed in the Company’s Fiscal 2015 10-K, the Company has added the following significant accounting policies as a result of its June 24, 2015 acquisition of EnvisionRx (the “Acquisition”), and the related addition of the new Pharmacy Services segment (please see Note 2. Acquisition and Note 13. Segment Reporting for additional details): Revenue Recognition — Pharmacy Services Segment The Pharmacy Services segment (“Pharmacy Services”) sells prescription drugs indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The Pharmacy Services segment recognizes revenue from prescription drugs sold by (i) its mail service dispensing pharmacy and (ii) under retail pharmacy network contracts where it is the principal using the gross method at the contract prices negotiated with its clients, primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans, Medicare plans, and other sponsors of health benefit plans, and individuals throughout the United States. Revenues include: (i) the portion of the price the client pays directly to the Pharmacy Services segment, net of any volume-related or other discounts paid back to the client (see “Drug Discounts” on the following page), (ii) the price paid to the Pharmacy Services segment by client plan members for mail order prescriptions (“Mail Co-Payments”), and (iii) administrative fees. Sales taxes are not included in revenue. Revenue is recognized when: (i) persuasive evidence that the prescription drug sale has occurred or a contractual arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. The following revenue recognition policies have been established for the Pharmacy Services segment: · Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services segment’s retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services segment’s point-of-sale, which is when the claim is adjudicated by the Pharmacy Services segment’s online claims processing system. · Revenues generated from prescription drugs sold by the Pharmacy Services segment’s mail service dispensing pharmacy are recognized when the prescription is delivered. At the time of delivery, the Pharmacy Services segment has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns or reshipments. · Revenues generated from administrative fees based on membership or claims volume are recognized monthly upon active membership in the plan or actual claims volume. The Pharmacy Services segment determines whether it is the principal or agent for its retail pharmacy network transactions on a contract by contract basis. In the majority of its contracts, the Pharmacy Services segment has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having discretion in supplier selection, (iii) having involvement in the determination of product or service specifications, and (iv) having credit risk. The Pharmacy Services segment’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Pharmacy Services segment is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold, regardless of whether the Pharmacy Services segment is paid by its clients. The Pharmacy Services segment’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate and approving the prescription for dispensing. Although the Pharmacy Services segment does not have credit risk with respect to retail co-payments, management believes that all of the other applicable indicators of gross revenue reporting are present. Drug Discounts — The Pharmacy Services segment deducts from its revenues that are generated from prescription drugs sold by third party pharmacies any rebates, inclusive of discounts and fees, earned by its clients. Rebates are paid to clients in accordance with the terms of client contracts. Medicare Part D — The Pharmacy Services segment, through its Envision Insurance Company (“EIC”) subsidiary, participates in the federal government’s Medicare Part D program as a Prescription Drug Plan (“PDP”). Net revenues include insurance premiums earned by the PDP, which are determined based on the PDP’s annual bid and related contractual arrangements with the Centers for Medicare and Medicaid Services (“CMS”). The insurance premiums include a direct premium paid by CMS and a beneficiary premium, which is the responsibility of the PDP member, but is subsidized by CMS in the case of low-income members. Premiums collected in advance are initially deferred in accrued expenses and are then recognized in net revenues over the period in which members are entitled to receive benefits. See Note 13 for additional information about the revenues of the Company’s business segments.
Cost of Goods Sold - Pharmacy Services Segment	In addition to the significant accounting policies discussed in the Company’s Fiscal 2015 10-K, the Company has added the following significant accounting policies as a result of its June 24, 2015 acquisition of EnvisionRx (the “Acquisition”), and the related addition of the new Pharmacy Services segment (please see Note 2. Acquisition and Note 13. Segment Reporting for additional details): Cost of Revenues — Pharmacy Services Segment The Pharmacy Services segment’s cost of revenues includes the cost of prescription drugs sold during the reporting period indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The cost of prescription drugs sold component of cost of revenues includes: (i) the cost of the prescription drugs purchased from manufacturers or distributors and shipped to members in clients’ benefit plans from the Pharmacy Services segment’s mail service dispensing pharmacy, net of any volume-related or other discounts (see “Vendor allowances and purchase discounts” below) and (ii) the cost of prescription drugs sold through the Pharmacy Services segment’s retail pharmacy network under contracts where it is the principal, net of any volume-related or other discounts. As a result of the Acquisition, and the related addition of the Pharmacy Services segment, the Company now refers to its cost of goods sold as its cost of revenues, as these costs are now inclusive of the cost of prescription drugs sold through the Pharmacy Services segment’s retail pharmacy network under contracts where it is the principal. See Note 13 for additional information about the cost of revenues of the Company’s business segments.
Vendor Allowances and Purchase Discounts - Pharmacy Services Segment	In addition to the significant accounting policies discussed in the Company’s Fiscal 2015 10-K, the Company has added the following significant accounting policies as a result of its June 24, 2015 acquisition of EnvisionRx (the “Acquisition”), and the related addition of the new Pharmacy Services segment (please see Note 2. Acquisition and Note 13. Segment Reporting for additional details): Vendor Allowances and Purchase Discounts — Pharmacy Services Segment The Company accounts for vendor allowances and purchase discounts as follows: The Pharmacy Services segment receives purchase discounts on products purchased. The Pharmacy Services segment’s contractual arrangements with vendors, including manufacturers, wholesalers and retail pharmacies, normally provide for the Pharmacy Services segment to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase, or (ii) a discount (or rebate) paid subsequent to dispensing when products are purchased indirectly from a manufacturer (e.g., through a wholesaler or retail pharmacy). These rebates are recognized when prescriptions are dispensed and are generally calculated and billed to manufacturers within 30 days of the end of each completed quarter. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Pharmacy Services segment’s results of operations. The Pharmacy Services segment accounts for the effect of any such differences as a change in accounting estimate in the period the reconciliation is completed. The Pharmacy Services segment also receives additional discounts under its wholesaler contracts. In addition, the Pharmacy Services segment receives fees from pharmaceutical manufacturers for administrative services. Purchase discounts and administrative service fees are recorded as a reduction of “Cost of revenues”.
New Accounting Pronouncements	New Accounting Pronouncements In May 2013, the FASB issued a proposed Accounting Standards Update, Leases (Topic 842): a revision of the 2010 proposed Accounting Standards Update, Leases (Topic 840), that would require an entity to recognize assets and liabilities arising under lease contracts on the balance sheet. The proposed standard, as currently drafted, will have a material impact on the Company’s reported results of operations and financial position. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its financial position, results of operations and cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation—Amendments to the Consolidation Analysis (Topic 810). This ASU requires reporting entities to reevaluate whether they should consolidate certain legal entities under the revised consolidation model. This standard modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs), eliminates the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with VIEs, especially those that have fee arrangements and related party relationships. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-02 on its financial position, results of operations and cash flows. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30). This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of the debt liability, which is consistent with the treatment of debt discounts. The new guidance should be applied on a retrospective basis, and upon transition, an entity is required to comply with the applicable disclosures necessary for a change in accounting principle. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-03 on its financial position. In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting—Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962) Health and Welfare Benefit Plans (Topic 965). There are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-directed investments) of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical expedient for employee benefit plans as available in ASU No. 2015-04, which allows employers to measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This ASU is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. The Company is in the process of assessing the impact of the adoption of ASU 2015-12 on its financial position and results of operations.

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Aug. 29, 2015
Acquisition
Schedule of purchase price allocation	Preliminary purchase price Cash consideration $ Stock consideration Total $ Preliminary purchase price allocation Cash and cash equivalents $ Accounts receivable Inventories Deferred tax assets Prepaid expenses and other current assets Total current assets Property and equipment Intangible assets(1) Goodwill Other assets Total assets acquired Accounts payable Reinsurance funds held Other current liabilities(2) Total current liabilities Other long term liabilities(3) Total liabilities assumed Net assets acquired $ (1) Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a preliminary valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management’s preliminary estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated fair value of intangible assets and related useful lives as included in the preliminary purchase price allocation include: Estimated Fair Value Estimated Useful Life (In Years) Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Other Trademarks Indefinite Total $ (2) Other current liabilities includes $116,500 due to TPG under the terms of the Agreement, representing the amounts due to EnvisionRx from CMS, less corresponding amounts due to various reinsurance providers under certain reinsurance programs, for CMS activities that relate to the year ended December 31, 2014. (3) Primarily relates to deferred tax liabilities.
Schedule of estimated fair value of intangible assets and related useful lives as included in the preliminary purchase price allocation	Estimated Fair Value Estimated Useful Life (In Years) Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Other Trademarks Indefinite Total $
Schedule of unaudited pro forma combined financial data	Thirteen week Periods Ended Twenty-Six week Periods Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Pro forma Pro forma Pro forma Pro forma Net revenues as reported $ $ $ $ EnvisionRx revenue, prior to the acquisition Less pre-acquisition intercompany revenue ) ) ) ) Pro forma combined revenues $ $ $ $ Net income as reported $ $ $ $ EnvisionRx net income (loss) before income taxes, prior to the acquisition ) ) Incremental interest expense on the 6.125% Notes issued on April 2, 2015 — ) ) ) Incremental amortization resulting from fair value adjustments of the identifiable intangible assets ) ) ) ) Transaction expenses incurred by both the Company and EnvisionRx — — Debt extinguishment charges incurred by EnvisionRx — — Income tax expense relating to pro forma adjustments ) — ) — Pro forma net income $ $ $ $ Basic income per share $ $ $ $ Diluted income per share $ $ $ $

Income Per Share (Tables)

Income Per Share (Tables)	6 Months Ended
	Aug. 29, 2015
Income Per Share
Schedule of calculation of basic and diluted income per share	Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Numerator for income per share: Net income $ $ $ $ Add back—interest on convertible notes — — Income attributable to common stockholders—diluted $ $ $ $ Denominator: Basic weighted average shares Outstanding options and restricted shares, net Convertible notes — — Diluted weighted average shares Basic income per share $ $ $ $ Diluted income per share $ $ $ $
Schedule of antidilutive effect of potential common shares, excluded from computation of diluted income per share	Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Stock options

Lease Termination and Impairm27

Lease Termination and Impairment Charges (Tables)	6 Months Ended
	Aug. 29, 2015
Lease Termination and Impairment Charges
Schedule of amounts relating to lease termination and impairment charges	Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Impairment charges $ $ $ $ Lease termination charges $ $ $ $
Schedule of closed store and distribution center charges related to new closures, changes in assumptions and interest accretion	Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Balance—beginning of period $ $ $ $ Provision for present value of noncancellable lease payments of closed stores Changes in assumptions about future sublease income, terminations and changes in interest rates Interest accretion Cash payments, net of sublease income ) ) ) ) Balance—end of period $ $ $ $

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Aug. 29, 2015
Fair Value Measurements
Schedule of fair value of assets measured on non-recurring basis	Level 1 Level 2 Level 3 Total as of August 29, 2015 Long-lived assets held for use $ — $ — $ $ Long-lived assets held for sale $ — $ — $ $ Total $ — $ — $ $ Level 1 Level 2 Level 3 Total as of August 30, 2014 Long-lived assets held for use $ — $ — $ $ Long-lived assets held for sale $ — $ — $ — $ — Total $ — $ — $ $

Goodwill and Other Intangible29

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Aug. 29, 2015
Goodwill and Other Intangible Assets
Summary of the changes in the carrying amount of goodwill	August 29, 2015 Retail Pharmacy Pharmacy Services Total Balance, February 28, 2015 $ $ — $ Acquisition (see Note 2. Acquisition) — Balance, August 29, 2015 $ $ $
Summary of the company's finite-lived and indefinitely-lived intangible assets	August 29, 2015 February 28, 2015 Gross Carrying Amount Accumulated Amortization Net Remaining Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Remaining Weighted Average Amortization Period Favorable leases and other $ $ ) $ 8 years $ $ ) $ 8 years Prescription files ) 3 years ) 3 years Customer relationships(a) ) 17 years — — — CMS license ) 25 years — — — Claims adjudication and other developed software ) 7 years — — — Trademarks ) 10 years — — — Backlog ) 3 years — — — Other ) 5 years — — — Total finite $ $ ) $ $ ) $ Trademarks — Indefinite — — — Total $ $ ) $ $ $ ) $ (a) — Amortized on an accelerated basis which is determined based on the remaining useful economic lives of the customer relationships that are expected to contribute directly or indirectly to future cash flows.

Indebtedness and Credit Agree30

Indebtedness and Credit Agreement (Tables)	6 Months Ended
	Aug. 29, 2015
Indebtedness and Credit Agreements
Summary of indebtedness and lease financing obligations	August 29, 2015 February 28, 2015 Secured Debt: Senior secured revolving credit facility due January 2020 $ $ 8.00% senior secured notes (senior lien) due August 2020 — Tranche 1 Term Loan (second lien) due August 2020 Tranche 2 Term Loan (second lien) due June 2021 Other secured Unsecured Guaranteed Debt: 9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $3,079 and $3,415) 6.75% senior notes due June 2021 6.125% senior notes due April 2023 — Unsecured Unguaranteed Debt: 8.5% convertible notes due May 2015 — 7.7% notes due February 2027 6.875% fixed-rate senior notes due December 2028 Lease financing obligations Total debt Current maturities of long-term debt and lease financing obligations ) ) Long-term debt and lease financing obligations, less current maturities $ $

Stock Options and Stock Awards

Stock Options and Stock Awards (Tables)	6 Months Ended
	Aug. 29, 2015
Stock Options and Stock Awards
Schedule of total number and type of newly awarded grants and the related weighted average fair value	August 29, 2015 August 30, 2014 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Stock options granted $ $ Restricted stock awards granted $ $ Total awards
Schedule of weighted average assumptions used for options granted	Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 Expected stock price volatility Expected dividend yield Risk-free interest rate Expected option life 5.5 years 5.5 years
Schedule of unrecognized pre-tax compensation costs, net of estimated forfeitures and the weighted average period of cost amortization	August 29, 2015 Unvested stock options Unvested restricted stock Unvested performance shares Unrecognized pre-tax costs $ $ $ Weighted average amortization period 3.0 years 2.5 years 2.2 years

Reclassifications from Accumu32

Reclassifications from Accumulated Other Comprehensive Loss (Tables)	6 Months Ended
	Aug. 29, 2015
Reclassifications from Accumulated Other Comprehensive Loss
Summary of components of accumulated other comprehensive loss and the changes in balances of each component of accumulated other comprehensive loss, net of tax	Thirteen Week Period Ended August 29, 2015 Thirteen Week Period Ended August 30, 2014 Twenty-Six Week Period Ended August 29, 2015 Twenty-Six Week Period Ended August 30, 2014 Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Defined benefit pension plans Accumulated other comprehensive loss Accumulated other comprehensive loss Balance-beginning of period $ ) $ ) $ ) $ ) $ ) $ ) $ ) $ ) Amounts reclassified from accumulated other comprehensive loss to net income, net of $398, $0, $796, and $0 tax expense Balance-end of period $ ) $ ) $ ) $ ) $ ) $ ) $ ) $ )
Summary of effects on net income of significant amounts classified out of each component of accumulated other comprehensive loss	Thirteen Week Periods Ended August 29, 2015 and August 30, 2014 Amount reclassified from accumulated other comprehensive loss Details about accumulated other comprehensive loss components August 29, 2015 August 30, 2014 Affected line item in the condensed consolidated statements of operations Defined benefit pension plans Amortization of unrecognized prior service cost(a) $ ) $ ) Selling, general and administrative expenses Amortization of unrecognized net loss(a) ) ) Selling, general and administrative expenses ) ) Total before income tax expense — Income tax expense(b) $ ) $ ) Net of income tax expense Twenty-Six Week Periods Ended August 29, 2015 and August 30, 2014 Amount reclassified from accumulated other comprehensive loss Details about accumulated other comprehensive loss components August 29, 2015 August 30, 2014 Affected line item in the condensed consolidated statements of operations Defined benefit pension plans Amortization of unrecognized prior service cost(a) $ ) $ ) Selling, general and administrative expenses Amortization of unrecognized net loss(a) ) ) Selling, general and administrative expenses ) ) Total before income tax expense — Income tax expense(b) $ ) $ ) Net of income tax expense (a) See Note 12, Retirement Plans for additional details. (b) Income tax expense is $0 for August 30, 2014 due to the valuation allowance. See Note 6, Income Taxes for additional details.

Retirement Plans (Tables)

Retirement Plans (Tables)	6 Months Ended
	Aug. 29, 2015
Retirement Plans
Summary of net periodic pension expense for the defined benefit plans	Defined Benefit Pension Plan Nonqualified Executive Retirement Plans Defined Benefit Pension Plan Nonqualified Executive Retirement Plans Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 Service cost $ $ $ — $ — $ $ $ — $ — Interest cost Expected return on plan assets ) ) — — ) ) — — Amortization of unrecognized prior service cost — — — — Amortization of unrecognized net loss — — — — Net pension expense $ $ $ $ $ $ $ $

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Aug. 29, 2015
Segment Reporting
Schedule of reconciliation of the company's business segments to the condensed consolidated financial statements	Retail Pharmacy Pharmacy Services Intersegment Eliminations (1) Consolidated Thirteen Week Period Ended August 29, 2015: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA — August 30, 2014: Revenues $ $ — $ — $ Gross Profit — — Adjusted EBITDA — — Twenty-Six Week Period Ended August 29, 2015: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA — August 30, 2014: Revenues $ $ — $ — $ Gross Profit — — Adjusted EBITDA — — (1) Intersegment eliminations include intersegment revenues and corresponding cost of revenues that occur when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. When this occurs, both the Retail Pharmacy and Pharmacy Services segments record the revenue on a stand-alone basis.
Schedule of reconciliation of net income to Adjusted EBITDA	Thirteen Week Period Ended Twenty-Six Week Period Ended August 29, 2015 August 30, 2014 August 29, 2015 August 30, 2014 (dollars in thousands) Net income $ $ $ $ Interest expense Income tax expense Depreciation and amortization expense LIFO charges Lease termination and impairment charges Loss on debt retirements, net — — Other Adjusted EBITDA $ $ $ $
Schedule of reconciliation of balance sheet information for the Company's reportable segments	Retail Pharmacy Pharmacy Services Eliminations (2) Consolidated August 29, 2015: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — February 28, 2015: Total Assets $ $ — $ — $ Goodwill — — Additions to property and equipment and intangible assets — — (2) Intersegment eliminations include netting of the Pharmacy Services segment long-term deferred tax liability of $143,000 against the Retail Pharmacy segment long-term deferred tax asset for consolidation purposes in accordance with ASC 740, and intersegment accounts receivable of $36,209, as of August 29, 2015, that represents amounts owed from the Pharmacy Services segment to the Retail Pharmacy segment that are created when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products.

Guarantor and Non-Guarantor C35

Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables)	6 Months Ended
	Aug. 29, 2015
Guarantor and Non-Guarantor Condensed Consolidating Financial Information
Schedule of condensed consolidating balance sheet	Rite Aid Corporation Condensed Consolidating Balance Sheet August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $1,009,501, $0, $0, and $1,009,501 — — — Deferred tax assets — — Prepaid expenses and other current assets — — Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — Total assets $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Deferred tax liabilities — — — Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Total liabilities ) Commitments and contingencies — — — — — Total stockholders’ equity )(b) Total liabilities and stockholders’ equity $ $ $ $ ) $ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries.
Schedule of consolidated statements of operations	Rite Aid Corporation Condensed Consolidating Statement of Operations For the Thirteen Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Loss on debt retirement, net — — — Loss on sale of assets, net — — — Equity in earnings of subsidiaries ) — (b) — ) Income (loss) before income taxes ) ) Income tax expense ) Net income (loss) $ $ $ ) $ ) $ Total other comprehensive income — ) Comprehensive income (loss) $ $ $ ) $ ) $ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Condensed Consolidating Statement of Operations For the Twenty-Six Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Loss on debt retirement, net — — — Loss on sale of assets, net — — — Equity in earnings of subsidiaries ) — (b) — ) Income (loss) before income taxes ) ) Income tax expense ) Net (loss) income $ $ $ ) $ ) $ Total other comprehensive income — ) Comprehensive income (loss) $ $ $ ) $ ) $ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries.
Schedule of condensed consolidating statement of cash flows	Rite Aid Corporation Condensed Consolidating Statement of Cash Flows For the Twenty Six Weeks Ended August 29, 2015 (unaudited) Rite Aid Corporation (Parent Company Only) Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Acquisition of businesses, net of cash acquired ) — — — ) Intercompany activity ) ) — — Proceeds from dispositions of assets and investments — — — Net cash used in investing activities ) ) — ) Financing activities: Proceeds from issuance of long-term debt — — — Net proceeds from revolver — — — Principal payments on long-term debt ) ) — — ) Change in zero balance cash accounts — ) — — ) Net proceeds from issuance of common stock — — — Financing fees paid for early debt redemption ) — — — ) Excess tax benefit on stock options and restricted stock — — — Deferred financing costs paid ) — — — ) Intercompany activity ) — Net cash provided by (used in) financing activities ) Increase in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ $ $ — $

Basis of Presentation (Details)

Basis of Presentation (Details)	6 Months Ended
	Aug. 29, 2015
Vendor Allowances and Purchase Discounts
Number of days within which rebates are recognized at the end of each quarter	30 days

Acquisition (Details)

Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 24, 2015	Jun. 24, 2015	Aug. 29, 2015	Aug. 30, 2014	Jun. 24, 2015	Aug. 29, 2015	Aug. 30, 2014	Apr. 02, 2015	Feb. 28, 2015
Preliminary purchase price
Stock consideration						$ 240,907
Preliminary purchase price allocation
Goodwill			$ 1,533,827			1,533,827			$ 76,124
Unaudited pro forma combined financial data
Bridge loan commitment fees incurred with the Acquisition by both the Company and EnvisionRx						15,375
Net revenues			7,664,776	$ 6,522,584		14,312,337	$ 12,988,115
Less pre-acquisition intercompany revenue			(23,777)	(65,511)		(104,731)	(131,413)
Pro forma combined revenues			8,005,158	7,455,019		15,943,241	14,843,026
Income before income taxes			37,932	147,709		69,209	201,036
Net income			21,469	127,849		40,305	169,295
Incremental interest expense on the 6.125% Notes issued on April 2, 2015				(28,852)		(11,097)	(57,703)
Incremental amortization resulting from fair value adjustments of the identifiable intangible assets			(3,778)	(15,179)		(16,509)	(26,530)
Transaction expenses incurred by both the Company and EnvisionRx			36,754			55,864
Debt extinguishment charges incurred by EnvisionRx			(33,205)			(33,205)
Income tax benefit (expense) relating to pro forma adjustments			(3,294)			(5,966)
Pro forma net income			$ 26,208	$ 87,285		$ 48,891	$ 92,414
Basic income per share			$ 0.03	$ 0.09		$ 0.05	$ 0.09
Diluted income per share			$ 0.02	$ 0.08		$ 0.05	$ 0.09
6.125% senior notes due 2023
Acquisitions
Debt instrument, stated interest rate (as a percent)			6.125%			6.125%
EnvisionRx
Acquisitions
Ownership interest (as a percent)	100.00%	100.00%			100.00%
Stock consideration (in shares)	27,754
Share price	$ 8.68	$ 8.68			$ 8.68
Preliminary purchase price
Cash consideration	$ 1,883,405
Stock consideration	240,907
Total	2,124,312
Preliminary purchase price allocation
Cash and cash equivalents	103,834	$ 103,834			$ 103,834
Accounts receivable	900,473	900,473			900,473
Inventories	7,276	7,276			7,276
Deferred tax assets	516	516			516
Prepaid expenses and other current assets	13,820	13,820			13,820
Total current assets	1,025,919	1,025,919			1,025,919
Property and equipment	13,196	13,196			13,196
Intangible assets(1)	842,585	842,585			842,585
Goodwill	1,457,703	1,457,703			1,457,703
Other assets	8,919	8,919			8,919
Total assets acquired	3,348,322	3,348,322			3,348,322
Accounts payable	491,672	491,672			491,672
Reinsurance funds held	381,225	381,225			381,225
Other current liabilities(2)	207,723	207,723			207,723
Total current liabilities	1,080,620	1,080,620			1,080,620
Other long term liabilities(3)	143,390	143,390			143,390
Total liabilities assumed	1,224,010	1,224,010			1,224,010
Net assets acquired	2,124,312	2,124,312			2,124,312
Amount due under the terms of agreement	116,500
Acquisition costs			$ 9,613			$ 27,072
EnvisionRx | Trademarks
Preliminary purchase price allocation
Estimated Fair Value of indefinite lived intangible assets	44,000
EnvisionRx | Customer relationships
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 585,500
Estimated Useful Life	17 years
EnvisionRx | CMS license
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 108,000
Estimated Useful Life	25 years
EnvisionRx | Claims adjudication and other developed software
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 59,500
Estimated Useful Life	7 years
EnvisionRx | Trademarks
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 15,600
Estimated Useful Life	10 years
EnvisionRx | Backlog
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 12,500
Estimated Useful Life	3 years
EnvisionRx | Other
Preliminary purchase price allocation
Estimated Fair Value of Finite lived intangible assets	$ 17,485
Estimated Useful Life	5 years
EnvisionRx | 6.125% senior notes due 2023
Acquisitions
Principal amount of debt								$ 1,800,000
Debt instrument, stated interest rate (as a percent)			6.125%			6.125%		6.125%
EnvisionRx
Unaudited pro forma combined financial data
Net revenues		364,159		$ 997,946	1,735,635		$ 1,986,324
Income before income taxes		(56,544)		$ 3,467	(45,307)		$ 7,352
Debt extinguishment charges incurred by EnvisionRx		$ 31,601			$ 31,601

Income Per Share (Details)

Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	May. 30, 2015	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014	Feb. 28, 2015
Income Per Share
Potential common shares excluded from the computation of diluted income per share		2,893	2,836	2,893	2,836
Numerator for income per share:
Net income		$ 21,469	$ 127,849	$ 40,305	$ 169,295
Add back-interest on convertible notes			1,364		2,728
Income attributable to common stockholders-diluted		$ 21,469	$ 129,213	$ 40,305	$ 172,023
Denominator:
Basic weighted average shares		1,029,793	970,664	1,008,242	966,997
Outstanding options and restricted shares, net (in shares)		19,341	26,132	18,959	26,141
Convertible notes			24,796		24,796
Diluted weighted average shares		1,049,134	1,021,592	1,027,201	1,017,934
Basic income per share (in dollars per share)		$ 0.02	$ 0.13	$ 0.04	$ 0.18
Diluted income per share (in dollars per share)		$ 0.02	$ 0.13	$ 0.04	$ 0.17
Convertible notes due 2015
Convertible notes amount				$ 64,089
Stock options
Income Per Share
Potential common shares excluded from the computation of diluted income per share		2,893	2,836	2,893	2,836
8.5% convertible notes due May 2015
Convertible notes due 2015
Convertible notes amount	$ 64,089
Debt instrument, stated interest rate (as a percent)		8.50%		8.50%		8.50%
Convertible notes due 2015 were converted into common stock (in shares)	24,762

Lease Termination and Impairm39

Lease Termination and Impairment Charges (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Lease termination and impairment charges
Lease termination and impairment charges	$ 9,637	$ 7,111	$ 14,659	$ 11,959
Impairment charges
Lease termination and impairment charges
Lease termination and impairment charges	5	132	278	283
Lease termination charges
Lease termination and impairment charges
Lease termination and impairment charges	9,632	6,979	14,381	11,676
Closed store and distribution center charges
Balance-beginning of period	230,803	270,322	241,047	284,270
Provision for present value of noncancellable lease payments of closed stores	4,426	294	5,972	436
Changes in assumptions about future sublease income, terminations and changes in interest rates	1,005	1,844	434	1,417
Interest accretion	4,217	4,845	8,520	9,827
Cash payments, net of sublease income	(16,784)	(16,175)	(32,306)	(34,820)
Balance-end of period	$ 223,667	$ 261,130	$ 223,667	$ 261,130

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014	Feb. 28, 2015
Non-financial assets measured on a non-recurring basis
Outstanding derivative financial instruments	$ 0		$ 0		$ 0
Other assets
Non-financial assets measured on a non-recurring basis
Investment at amortized cost	6,598		6,598
Nonrecurring basis
Non-financial assets measured on a non-recurring basis
Carrying value of long-lived assets	2,193	$ 1,849	2,193	$ 1,849
Impairment charges	5	132	278	283
Nonrecurring basis | Fair Value
Non-financial assets measured on a non-recurring basis
Fair value of Long-lived assets held for use	1,726	1,566	1,726	1,566
Fair value of Long-lived assets held for sale	189		189
Fair value of Total	1,915	1,566	1,915	1,566
Nonrecurring basis | Level 1
Non-financial assets measured on a non-recurring basis
Carrying value of total long-term indebtedness	7,361,170		7,361,170
Estimated fair value of total long-term indebtedness	7,508,010		7,508,010
Nonrecurring basis | Level 3
Non-financial assets measured on a non-recurring basis
Fair value of Long-lived assets held for use	1,726	1,566	1,726	1,566
Fair value of Long-lived assets held for sale	189		189
Fair value of Total	$ 1,915	$ 1,566	$ 1,915	$ 1,566

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Aug. 29, 2015	Feb. 28, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Income tax expense	$ 16,463		$ 19,860	$ 28,904	$ 31,741
Estimated effective tax rate (as a percent)	43.40%			41.80%
Valuation allowance released		$ 1,841,304
Valuation allowance against net deferred tax assets	$ 231,683	$ 231,679		$ 231,683

Medicare Part D (Details)

Medicare Part D (Details) $ in Thousands	Aug. 29, 2015USD ($)
Medicare Part D
Accounts receivable, net	$ 573,348
Accrued salaries, wages and other current liabilities
Medicare Part D
Liabilities under reinsurance contracts	394,197
Amount payable under the terms of the agreement	116,500
EIC
Medicare Part D
Minimum amount of capital and surplus required by regulatory requirements	$ 44,400

Goodwill and Other Intangible43

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Aug. 29, 2015	Feb. 28, 2015
Goodwill
Goodwill impairment charges	$ 0	$ 0
Impairment of indefinite lived intangible assets	0
Carrying amount of goodwill
Balance at beginning of period	76,124
Acquisition (see Note 2. Acquisition)	1,457,703
Balance at end of period	1,533,827	76,124
Retail Pharmacy
Carrying amount of goodwill
Balance at beginning of period	76,124
Balance at end of period	76,124	$ 76,124
Pharmacy Services
Carrying amount of goodwill
Acquisition (see Note 2. Acquisition)	1,457,703
Balance at end of period	$ 1,457,703

Goodwill and Other Intangible44

Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014	Feb. 28, 2015
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	$ 2,932,905		$ 2,932,905		$ 2,093,531
Accumulated Amortization	(1,751,374)		(1,751,374)		(1,672,051)
Net	1,181,531		1,181,531		421,480
Gross Carrying Amount, Total	2,976,905		2,976,905		2,093,531
Net, Total	1,225,531		1,225,531		421,480
Unfavorable lease intangibles	51,382		51,382		55,571
Amortization expense for intangible assets and liabilities	48,609	$ 28,532	80,550	$ 57,769
Anticipated annual amortization expense for intangible assets and liabilities
2,016	186,283		186,283
2,017	206,363		206,363
2,018	166,250		166,250
2,019	130,231		130,231
2,020	100,716		100,716
Trademarks
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Indefinite Lived	44,000		44,000
Favorable leases and other
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	663,323		663,323		653,377
Accumulated Amortization	(498,624)		(498,624)		(481,041)
Net	164,699		$ 164,699		$ 172,336
Remaining Weighted Average Amortization Period			8 years		8 years
Prescription files
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	1,470,997		$ 1,470,997		$ 1,440,154
Accumulated Amortization	(1,235,710)		(1,235,710)		(1,191,010)
Net	235,287		$ 235,287		$ 249,144
Remaining Weighted Average Amortization Period			3 years		3 years
Customer relationships
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	585,500		$ 585,500
Accumulated Amortization	(12,769)		(12,769)
Net	572,731		$ 572,731
Remaining Weighted Average Amortization Period			17 years
CMS license
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	108,000		$ 108,000
Accumulated Amortization	(792)		(792)
Net	107,208		$ 107,208
Remaining Weighted Average Amortization Period			25 years
Claims adjudication and other developed software
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	59,500		$ 59,500
Accumulated Amortization	(1,558)		(1,558)
Net	57,942		$ 57,942
Remaining Weighted Average Amortization Period			7 years
Trademarks
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	15,600		$ 15,600
Accumulated Amortization	(286)		(286)
Net	15,314		$ 15,314
Remaining Weighted Average Amortization Period			10 years
Backlog
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	12,500		$ 12,500
Accumulated Amortization	(764)		(764)
Net	11,736		$ 11,736
Remaining Weighted Average Amortization Period			3 years
Other
Finite Lived And Indefinite Lived Intangible Assets By Major Class
Gross Carrying Amount of Finite Lived	17,485		$ 17,485
Accumulated Amortization	(871)		(871)
Net	$ 16,614		$ 16,614
Remaining Weighted Average Amortization Period			5 years

Indebtedness and Credit Agree45

Indebtedness and Credit Agreements (Details) shares in Thousands, $ in Thousands	Aug. 15, 2015USD ($)	May. 30, 2015USD ($)shares	Aug. 29, 2015USD ($)	Aug. 29, 2015USD ($)loan	Apr. 02, 2015USD ($)	Feb. 28, 2015USD ($)	Jan. 13, 2015USD ($)	Jan. 12, 2015USD ($)
Indebtedness and credit agreement
Lease financing obligations			$ 83,143	$ 83,143		$ 91,993
Total debt			7,444,313	7,444,313		5,644,943
Current maturities of long-term debt and lease financing obligations			(29,002)	(29,002)		(100,376)
Long-term debt and lease financing obligations, less current maturities			7,415,311	7,415,311		5,544,567
Convertible notes amount				64,089
Loss on debt retirements, net			$ 33,205	$ 33,205
Credit facility
Number of second priority secured term loan facilities | loan				2
Ownership interest (as a percent)			100.00%	100.00%
Maturities
Remainder of fiscal 2016			$ 90	$ 90
2,017			0	0
2,018			0	0
2,019			0	0
2,020			2,453,000	2,453,000
Thereafter			4,905,001	4,905,001
Senior secured credit facility
Indebtedness and credit agreement
Long-term debt			3,423,091	3,423,091		3,350,367
Senior secured revolving credit facility due January 2020
Indebtedness and credit agreement
Long-term debt			2,453,000	2,453,000		1,725,000
Credit facility
Maximum borrowing capacity	$ 3,700,000						$ 3,000,000	$ 1,795,000
Outstanding borrowings			2,453,000	2,453,000
Letters of credit outstanding			70,916	70,916
Additional borrowing capacity			1,176,084	1,176,084
Amount of debt allowed to be outstanding				1,500,000
Amount of debt allowed to be outstanding related to Pending Acquisition				1,800,000
Threshold amount of debt				$ 750,000
Number of days relating to debt threshold				90 days
Period allowed for extensions on customary terms				90 days
Senior secured revolving credit facility due January 2020 | Minimum
Credit facility
Percentage of fee payable on daily unused revolver availability				0.25%
Additional borrowing capacity			$ 365,000	$ 365,000
Threshold availability on the thirtieth consecutive calendar day				$ 250,000
Fixed charge coverage ratio				1
Senior secured revolving credit facility due January 2020 | Maximum
Credit facility
Percentage of fee payable on daily unused revolver availability				0.375%
Threshold availability on revolving credit facility to trigger fixed charge coverage requirements				$ 200,000
Threshold availability on the third consecutive business day				$ 250,000
Senior secured revolving credit facility due January 2020 | LIBOR | Minimum
Credit facility
Percentage points added to the reference rate				1.50%
Senior secured revolving credit facility due January 2020 | LIBOR | Maximum
Credit facility
Percentage points added to the reference rate				2.00%
Tranche 7 Term Loan due February 2020
Credit facility
Amount of debt repurchased							$ 1,143,650
8.00% senior secured notes (senior lien) due August 2020
Indebtedness and credit agreement
Long-term debt						$ 650,000
Debt instrument, stated interest rate (as a percent)			8.00%	8.00%		8.00%	8.00%
Loss on debt retirements, net			$ 33,205
Notes redeemed and discharged	$ 650,000
Tranche 1 Term Loan (second lien) due August 2020
Indebtedness and credit agreement
Long-term debt			470,000	$ 470,000		$ 470,000
Principal amount of debt			470,000	$ 470,000
Tranche 1 Term Loan (second lien) due August 2020 | LIBOR
Credit facility
Percentage points added to the reference rate				4.75%
LIBOR floor (as a percent)				1.00%
Tranche 1 Term Loan (second lien) due August 2020 | Citibank's base rate
Credit facility
Percentage points added to the reference rate				3.75%
Tranche 2 Term Loan (second lien) due June 2021
Indebtedness and credit agreement
Long-term debt			500,000	$ 500,000		500,000
Principal amount of debt			500,000	$ 500,000
Tranche 2 Term Loan (second lien) due June 2021 | LIBOR
Credit facility
Percentage points added to the reference rate				3.875%
LIBOR floor (as a percent)				1.00%
Tranche 2 Term Loan (second lien) due June 2021 | Citibank's base rate
Credit facility
Percentage points added to the reference rate				2.875%
Other secured
Indebtedness and credit agreement
Long-term debt			91	$ 91		5,367
Unsecured Guaranteed Debt
Indebtedness and credit agreement
Long-term debt			3,515,079	3,515,079		1,715,415
9.25% senior notes due March 2020
Indebtedness and credit agreement
Long-term debt			905,079	905,079		905,415
Principal amount of debt						902,000
Unamortized premium			$ 3,079	$ 3,079		$ 3,415
Debt instrument, stated interest rate (as a percent)			9.25%	9.25%		9.25%
6.75% senior notes due June 2021
Indebtedness and credit agreement
Long-term debt			$ 810,000	$ 810,000		$ 810,000
Debt instrument, stated interest rate (as a percent)			6.75%	6.75%		6.75%
6.125% senior notes due 2023
Indebtedness and credit agreement
Long-term debt			$ 1,800,000	$ 1,800,000
Debt instrument, stated interest rate (as a percent)			6.125%	6.125%
Unsecured Unguaranteed Debt
Indebtedness and credit agreement
Long-term debt			$ 423,000	$ 423,000		$ 487,168
8.5% convertible notes due May 2015
Indebtedness and credit agreement
Long-term debt						$ 64,168
Debt instrument, stated interest rate (as a percent)			8.50%	8.50%		8.50%
Convertible notes amount		$ 64,089
Convertible notes due 2015 were converted into common stock (in shares) | shares		24,762
Face amount of debt repurchased		$ 79
7.7% notes due February 2027
Indebtedness and credit agreement
Long-term debt			$ 295,000	$ 295,000		$ 295,000
Debt instrument, stated interest rate (as a percent)			7.70%	7.70%		7.70%
6.875% fixed-rate senior notes due December 2028
Indebtedness and credit agreement
Long-term debt			$ 128,000	$ 128,000		$ 128,000
Debt instrument, stated interest rate (as a percent)			6.875%	6.875%		6.875%
EnvisionRx | 6.125% senior notes due 2023
Indebtedness and credit agreement
Principal amount of debt					$ 1,800,000
Debt instrument, stated interest rate (as a percent)			6.125%	6.125%	6.125%

Stock Options and Stock Award46

Stock Options and Stock Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014
Stock options and stock award Plans
Stock-based compensation costs	$ 16,201	$ 9,892
Total (in shares)	5,824	6,417
Stock options
Fair value assumptions
Expected stock price volatility (as a percent)	56.00%	74.00%
Expected dividend yield (as a percent)	0.00%	0.00%
Risk-free interest rate (as a percent)	1.70%	1.70%
Expected option life	5 years 6 months	5 years 6 months
Shares
Granted (in shares)	3,647	3,113
Weighted Average Fair Value
Granted (in dollars per share)	$ 4.45	$ 4.43
Unrecognized pre-tax compensation costs related to unvested stock options and restricted stock grants
Unrecognized pre tax costs	$ 27,657
Weighted average amortization period	3 years
Stock options | Maximum
Additional General Disclosures
Vesting period	4 years
Restricted stock
Shares
Granted (in shares)	2,177	3,304
Weighted Average Fair Value
Granted (in dollars per share)	$ 8.68	$ 7.01
Unrecognized pre-tax compensation costs related to unvested stock options and restricted stock grants
Unrecognized pre tax costs	$ 32,336
Weighted average amortization period	2 years 6 months
Restricted stock | Maximum
Additional General Disclosures
Vesting period	3 years
Performance based
Stock options and stock award Plans
Stock-based compensation costs	$ 4,413	$ 444
Unrecognized pre-tax compensation costs related to unvested stock options and restricted stock grants
Unrecognized pre tax costs	$ 33,571
Weighted average amortization period	2 years 2 months 12 days

Reclassifications from Accumu47

Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Accumulated other comprehensive loss
Balance - beginning of period			$ 57,056
Balance - end of period	$ 429,703		429,703
Accumulated other comprehensive loss
Accumulated other comprehensive loss
Balance - beginning of period	(45,253)	$ (36,675)	(45,850)	$ (37,334)
Amounts reclassified from accumulated other comprehensive loss to net income, net of $398 ,$0 ,$796 and $0 tax expense	598	660	1,195	1,319
Balance - end of period	(44,655)	(36,015)	(44,655)	(36,015)
Defined benefit pension plans
Accumulated other comprehensive loss
Balance - beginning of period	(45,253)	(36,675)	(45,850)	(37,334)
Amounts reclassified from accumulated other comprehensive loss to net income, net of $398 ,$0 ,$796 and $0 tax expense	598	660	1,195	1,319
Balance - end of period	(44,655)	(36,015)	(44,655)	(36,015)
Amounts reclassified from accumulated other comprehensive loss to net income, tax expense	$ 398	$ 0	$ 796	$ 0

Reclassifications from Accumu48

Reclassifications from Accumulated Other Comprehensive Loss (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Defined benefit pension plans
Reclassification from accumulated other comprehensive loss
Net of income tax expense	$ (598)	$ (660)	$ (1,195)	$ (1,319)
Defined benefit pension plans | Reclassification from accumulated other comprehensive loss
Reclassification from accumulated other comprehensive loss
Total before income tax expense	(996)	(660)	(1,991)	(1,319)
Income tax expense	398		796
Net of income tax expense	(598)	(660)	(1,195)	(1,319)
Prior service cost | Reclassification from accumulated other comprehensive loss | Selling, general and administrative expenses
Reclassification from accumulated other comprehensive loss
Total before income tax expense	(18)	(60)	(34)	(120)
Unrecognized net loss | Reclassification from accumulated other comprehensive loss | Selling, general and administrative expenses
Reclassification from accumulated other comprehensive loss
Total before income tax expense	$ (978)	$ (600)	$ (1,957)	$ (1,199)

Retirement Plans (Details)

Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Defined Benefit Pension Plan
Net periodic pension expense
Service cost	$ 513	$ 792	$ 1,025	$ 1,585
Interest cost	1,634	1,631	3,267	3,262
Expected return on plan assets	(1,593)	(1,929)	(3,186)	(3,858)
Amortization of unrecognized prior service cost	18	60	34	120
Amortization of unrecognized net loss (gain)	978	600	1,957	1,199
Net pension expense	1,550	1,154	3,097	2,308
Employer contributions			0
Expected employer contribution during the remainder of fiscal year			0
Nonqualified Executive Retirement Plan
Net periodic pension expense
Interest cost	119	135	237	270
Net pension expense	119	$ 135	237	$ 270
Employer contributions	$ 395		772
Expected employer contribution during the remainder of fiscal year			$ 769

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	Jun. 24, 2015segment	Jun. 23, 2015segment	Aug. 29, 2015USD ($)	Aug. 30, 2014USD ($)	Aug. 29, 2015USD ($)	Aug. 30, 2014USD ($)	Feb. 28, 2015USD ($)
Segment Reporting
Number of reportable segments | segment	2	1
Revenues			$ 7,664,776	$ 6,522,584	$ 14,312,337	$ 12,988,115
Gross Profit			1,922,291	1,894,579	3,781,821	3,697,558
Adjusted EBITDA			346,824	364,166	646,087	646,779
Total Assets			11,979,231		11,979,231		$ 8,863,252
Goodwill			1,533,827		1,533,827		76,124
Additions to property and equipment and intangible assets					315,145		539,386
Accounts receivable			1,872,976		1,872,976		980,904
Retail Pharmacy
Segment Reporting
Goodwill			76,124		76,124		76,124
Pharmacy Services
Segment Reporting
Goodwill			1,457,703		1,457,703
Operating segments | Retail Pharmacy
Segment Reporting
Revenues			6,647,243	6,522,584	13,294,804	12,988,115
Gross Profit			1,860,513	1,894,579	3,720,043	3,697,558
Adjusted EBITDA			313,602	$ 364,166	612,865	$ 646,779
Total Assets			8,848,115		8,848,115		8,863,252
Goodwill			76,124		76,124		76,124
Additions to property and equipment and intangible assets					314,774		$ 539,386
Operating segments | Pharmacy Services
Segment Reporting
Revenues			1,071,889		1,071,889
Gross Profit			61,778		61,778
Adjusted EBITDA			33,222		33,222
Total Assets			3,310,325		3,310,325
Goodwill			1,457,703		1,457,703
Additions to property and equipment and intangible assets					371
Intersegment Eliminations
Segment Reporting
Revenues			(54,356)		(54,356)
Total Assets			(179,209)		(179,209)
Long-term deferred tax liability			(143,000)		(143,000)
Accounts receivable			$ (36,209)		$ (36,209)

Segment Reporting (Details 2)

Segment Reporting (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Net income	$ 21,469	$ 127,849	$ 40,305	$ 169,295
Interest expense	115,410	100,950	239,017	201,770
Income tax expense	16,463	19,860	28,904	31,741
Depreciation and amortization expense	127,699	101,484	237,348	204,589
LIFO charges	5,986	1,544	11,973	3,089
Lease termination and impairment charges	9,637	7,111	14,659	11,959
Loss on debt retirements, net	33,205		33,205
Other	16,955	5,368	40,676	24,336
Adjusted EBITDA	$ 346,824	$ 364,166	$ 646,087	$ 646,779

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
	Aug. 29, 2015USD ($)caseStoreManager
Indergit
Commitments and contingencies
Number of current and former store managers court ordered notices to be sent	7,000
Number of current and former store managers who joined the action	1,550
Number of current and former store managers to whom notices have been sent	1,750
Chase and Scherwin and Kyle
Commitments and contingencies
Legal settlement amount | $	$ 9
Hall
Commitments and contingencies
Number of similar cases | case	2

Guarantor and Non-Guarantor C53

Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Details) - USD ($) $ in Thousands	Aug. 29, 2015	Feb. 28, 2015	Aug. 30, 2014	Mar. 01, 2014
Condensed consolidating balance sheet
Ownership interest (as a percent)	100.00%
Current assets:
Cash and cash equivalents	$ 152,647	$ 115,899	$ 185,758	$ 146,406
Accounts receivable, net	1,872,976	980,904
Inventories, net of LIFO reserve of $1,009,501 and $997,528	2,902,749	2,882,980
Deferred tax assets	17,823	17,823
Prepaid expenses and other current assets	140,939	224,152
Total current assets	5,087,134	4,221,758
Property, plant and equipment, net	2,198,674	2,091,369
Goodwill	1,533,827	76,124
Other intangibles, net	1,225,531	421,480
Deferred tax assets	1,617,311	1,766,349
Other assets	316,754	286,172
Total assets	11,979,231	8,863,252
Current liabilities:
Current maturities of long-term debt and lease financing obligations	29,002	100,376
Accounts payable	1,594,411	1,133,520
Accrued salaries, wages and other current liabilities	1,703,545	1,193,419
Deferred tax liabilities	57,622	57,685
Total current liabilities	3,384,580	2,485,000
Long-term debt, less current maturities	7,361,079	5,483,415
Lease financing obligations, less current maturities	54,232	61,152
Other noncurrent liabilities	749,637	776,629
Total liabilities	$ 11,549,528	$ 8,806,196
Commitments and contingencies
Total stockholders' equity	$ 429,703	$ 57,056
Total liabilities and stockholders' equity	11,979,231	8,863,252
Inventories, LIFO reserve (in dollars)	1,009,501	997,528
Reportable legal entity | Rite Aid Corporation (Parent Company Only)
Current assets:
Investment in subsidiaries	14,527,800
Other assets	103,577
Total assets	14,631,377
Current liabilities:
Current maturities of long-term debt and lease financing obligations	90
Accrued salaries, wages and other current liabilities	99,971
Total current liabilities	100,061
Long-term debt, less current maturities	7,361,079
Intercompany payable	6,678,421
Other noncurrent liabilities	17,458
Total liabilities	14,157,019
Total stockholders' equity	474,358
Total liabilities and stockholders' equity	14,631,377
Inventories, LIFO reserve (in dollars)	0
Reportable legal entity | Subsidiary Guarantors
Current assets:
Cash and cash equivalents	120,905	$ 115,899
Accounts receivable, net	1,299,313
Intercompany receivable	271,673
Inventories, net of LIFO reserve of $1,009,501 and $997,528	2,902,749
Deferred tax assets	17,122
Prepaid expenses and other current assets	137,841
Total current assets	4,749,603
Property, plant and equipment, net	2,198,674
Goodwill	1,533,827
Other intangibles, net	1,117,595
Deferred tax assets	1,617,311
Investment in subsidiaries	129,383
Intercompany receivable	6,678,421
Other assets	206,579
Total assets	18,231,393
Current liabilities:
Current maturities of long-term debt and lease financing obligations	28,912
Accounts payable	1,593,835
Accrued salaries, wages and other current liabilities	1,281,468
Deferred tax liabilities	57,622
Total current liabilities	2,961,837
Lease financing obligations, less current maturities	54,232
Other noncurrent liabilities	732,179
Total liabilities	3,748,248
Total stockholders' equity	14,483,145
Total liabilities and stockholders' equity	18,231,393
Inventories, LIFO reserve (in dollars)	1,009,501
Reportable legal entity | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	31,742
Accounts receivable, net	573,663
Deferred tax assets	701
Prepaid expenses and other current assets	3,098
Total current assets	609,204
Other intangibles, net	107,936
Other assets	6,598
Total assets	723,738
Current liabilities:
Accounts payable	576
Intercompany payable	271,673
Accrued salaries, wages and other current liabilities	322,106
Total current liabilities	594,355
Total liabilities	594,355
Total stockholders' equity	129,383
Total liabilities and stockholders' equity	723,738
Inventories, LIFO reserve (in dollars)	0
Eliminations
Current assets:
Intercompany receivable	(271,673)
Total current assets	(271,673)
Investment in subsidiaries	(14,657,183)
Intercompany receivable	(6,678,421)
Total assets	(21,607,277)
Current liabilities:
Intercompany payable	(271,673)
Total current liabilities	(271,673)
Intercompany payable	(6,678,421)
Total liabilities	(6,950,094)
Total stockholders' equity	(14,657,183)
Total liabilities and stockholders' equity	(21,607,277)
Inventories, LIFO reserve (in dollars)	$ 0

Guarantor and Non-Guarantor C54

Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014	Aug. 29, 2015	Aug. 30, 2014
Condensed consolidated statements of operations
Revenues	$ 7,664,776	$ 6,522,584	$ 14,312,337	$ 12,988,115
Costs and expenses:
Cost of revenues	5,742,485	4,628,005	10,530,516	9,290,557
Selling, general and administrative expenses	1,725,826	1,640,524	3,425,411	3,284,878
Lease termination and impairment charges	9,637	7,111	14,659	11,959
Interest expense	115,410	100,950	239,017	201,770
Loss on debt retirements, net	33,205		33,205
Loss (gain) on sale of assets, net	281	(1,715)	320	(2,085)
Total costs and expenses	7,626,844	6,374,875	14,243,128	12,787,079
Income before income taxes	37,932	147,709	69,209	201,036
Income tax expense	16,463	19,860	28,904	31,741
Net income	21,469	127,849	40,305	169,295
Total other comprehensive income	598	660	1,195	1,319
Comprehensive income	22,067	$ 128,509	41,500	$ 170,614
Reportable legal entity | Rite Aid Corporation (Parent Company Only)
Costs and expenses:
Interest expense	110,529		213,894
Loss on debt retirements, net	33,205		33,205
Equity in earnings of subsidiaries	(181,666)		(316,308)
Total costs and expenses	(37,932)		(69,209)
Income before income taxes	37,932		69,209
Income tax expense	16,463		28,904
Net income	21,469		40,305
Total other comprehensive income	598		1,195
Comprehensive income	22,067		41,500
Reportable legal entity | Subsidiary Guarantors
Condensed consolidated statements of operations
Revenues	7,641,439		14,289,000
Costs and expenses:
Cost of revenues	5,720,403		10,508,434
Selling, general and administrative expenses	1,724,067		3,423,652
Lease termination and impairment charges	9,637		14,659
Interest expense	4,884		25,126
Loss (gain) on sale of assets, net	281		320
Equity in earnings of subsidiaries	501		501
Total costs and expenses	7,459,773		13,972,692
Income before income taxes	181,666		316,308
Income tax expense	16,463		28,904
Net income	165,203		287,404
Total other comprehensive income	598		1,195
Comprehensive income	165,801		288,599
Reportable legal entity | Non-Guarantor Subsidiaries
Condensed consolidated statements of operations
Revenues	44,365		44,365
Costs and expenses:
Cost of revenues	42,752		42,752
Selling, general and administrative expenses	2,117		2,117
Interest expense	(3)		(3)
Total costs and expenses	44,866		44,866
Income before income taxes	(501)		(501)
Income tax expense	186		186
Net income	(687)		(687)
Comprehensive income	(687)		(687)
Eliminations
Condensed consolidated statements of operations
Revenues	(21,028)		(21,028)
Costs and expenses:
Cost of revenues	(20,670)		(20,670)
Selling, general and administrative expenses	(358)		(358)
Equity in earnings of subsidiaries	181,165		315,807
Total costs and expenses	160,137		294,779
Income before income taxes	(181,165)		(315,807)
Income tax expense	(16,649)		(29,090)
Net income	(164,516)		(286,717)
Total other comprehensive income	(598)		(1,195)
Comprehensive income	$ (165,114)		$ (287,912)

Guarantor and Non-Guarantor C55

Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Details 3) - USD ($) $ in Thousands	6 Months Ended
	Aug. 29, 2015	Aug. 30, 2014
Operating activities:
Net cash (used in) provided by operating activities	$ 341,572	$ 362,231
Investing activities:
Payments for property, plant and equipment	(271,683)	(193,633)
Intangible assets acquired	(43,462)	(40,023)
Acquisition of businesses, net of cash acquired	(1,779,571)	(69,793)
Proceeds from dispositions of assets and investments	6,081	6,102
Net cash used in investing activities	(2,088,635)	(297,347)
Financing activities:
Proceeds from issuance of long-term debt	1,800,000	1,152,293
Net proceeds from revolver	728,000	5,000
Principal payments on long-term debt	(661,217)	(1,165,623)
Change in zero balance cash accounts	(51,309)	(57,545)
Net proceeds from issuance of common stock	8,105	14,791
Financing fees paid for early debt redemption	(26,003)
Excess tax benefit on stock options and restricted stock	20,869	27,058
Deferred financing costs paid	(34,634)	(1,506)
Net cash provided by (used in) financing activities	1,783,811	(25,532)
Increase in cash and cash equivalents	36,748	39,352
Cash and cash equivalents, beginning of period	115,899	146,406
Cash and cash equivalents, end of period	152,647	$ 185,758
Reportable legal entity | Rite Aid Corporation (Parent Company Only)
Operating activities:
Net cash (used in) provided by operating activities	(162,122)
Investing activities:
Acquisition of businesses, net of cash acquired	(1,779,571)
Intercompany activity	(103,834)
Net cash used in investing activities	(1,883,405)
Financing activities:
Proceeds from issuance of long-term debt	1,800,000
Net proceeds from revolver	728,000
Principal payments on long-term debt	(650,079)
Net proceeds from issuance of common stock	8,105
Financing fees paid for early debt redemption	(26,003)
Deferred financing costs paid	(34,634)
Intercompany activity	220,138
Net cash provided by (used in) financing activities	2,045,527
Reportable legal entity | Subsidiary Guarantors
Operating activities:
Net cash (used in) provided by operating activities	512,340
Investing activities:
Payments for property, plant and equipment	(271,683)
Intangible assets acquired	(43,462)
Intercompany activity	(220,138)
Proceeds from dispositions of assets and investments	6,081
Net cash used in investing activities	(529,202)
Financing activities:
Principal payments on long-term debt	(11,138)
Change in zero balance cash accounts	(51,309)
Excess tax benefit on stock options and restricted stock	20,869
Intercompany activity	63,446
Net cash provided by (used in) financing activities	21,868
Increase in cash and cash equivalents	5,006
Cash and cash equivalents, beginning of period	115,899
Cash and cash equivalents, end of period	120,905
Reportable legal entity | Non-Guarantor Subsidiaries
Operating activities:
Net cash (used in) provided by operating activities	(8,646)
Financing activities:
Intercompany activity	40,388
Net cash provided by (used in) financing activities	40,388
Increase in cash and cash equivalents	31,742
Cash and cash equivalents, end of period	31,742
Eliminations
Investing activities:
Intercompany activity	323,972
Net cash used in investing activities	323,972
Financing activities:
Intercompany activity	(323,972)
Net cash provided by (used in) financing activities	$ (323,972)