Rite Aid (RAD)

Capital Expenditures

        We plan to make total capital expenditures of approximately $250 million during fiscal 2010, consisting of approximately 40% related to the new store construction and store relocation, 7% related

42

Table of Contents

to store remodels and 53% related to backstage, infrastructure and maintenance requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities and use of the revolving credit facility.

Capital Expenditures

        We plan to make total capital expenditures of approximately $250 million during fiscal 2010, consisting of approximately 40%
related to the new store construction and store relocation, 7% related

42

HREF="#bg70801a_main_toc">Table of Contents

to
store remodels and 53% related to backstage, infrastructure and maintenance requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating
activities and use of the revolving credit facility.

Capital Expenditures

        During the thirty-nine week period ended November 29, 2008, we spent $476.9 million on capital expenditures, consisting of $187.6 million related to new store construction, store relocation and store remodel projects, $82.1 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $131.7 million related to the integration of Brooks Eckerd and $75.5 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $550 million during fiscal 2009, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 25% related to the integration of Brooks Eckerd, 15% related to the purchase of prescription files from independent pharmacies and 20% related to technology enhancements, improvements in distribution centers and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility. We plan to open or relocate approximately 85 stores in fiscal 2009, with at least 50% being relocated or expanded stores. These relocations and openings will be focused in our strongest existing markets. We also expect to continue remodeling stores.

Capital Expenditures

        During the twenty-six week period ended August 30, 2008, we spent $364.4 million on capital expenditures, consisting of $143.0 million related to new store construction, store relocation and store remodel projects, $59.0 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $101.0 million related to the integration of Brooks Eckerd

32

and $61.4 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $550 million during fiscal 2009, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 25% related to the integration of Brooks Eckerd, 15% related to the purchase of prescription files from independent pharmacies and 20% related to technology enhancements, improvements in distribution centers and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility. We plan to open or relocate approximately 85 stores in fiscal 2009, with at least 50% being relocated or expanded stores. These relocations and openings will be focused in our strongest existing markets. We also expect to continue remodeling stores.

Capital Expenditures

        During the thirteen week period ended May 31, 2008, we spent $186.0 million on capital expenditures, consisting of $76.9 million related to new store construction, store relocation and store remodel projects, $32.9 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $40.0 million related to the integration of Brooks Eckerd and $36.2 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $600 million during fiscal 2009, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 30% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 20% related to technology enhancements, improvements in distribution centers and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility. We plan to open or relocate approximately 85 stores in fiscal 2009, with at least 50% being relocated or expanded stores. These relocations and openings will be focused in our strongest existing markets. We also expect to continue remodeling stores.

Capital Expenditures

        We plan to make total capital expenditures of approximately $600 million during fiscal 2009, consisting of approximately 40% related to the new store construction, store relocation, store remodel and store improvement projects, 30% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 20% related to technology enhancements, improvements to distribution centers, and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale leaseback transactions and use of the revolving credit facility.

Capital Expenditures

        During the thirty-nine week period ended December 1, 2007, we spent $519.2 million on capital expenditures, consisting of $185.8 million related to new store construction, store relocation and store remodel projects, $91.2 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $201.5 million related to the integration of Brooks Eckerd and $40.7 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $790 million to $820 million during fiscal 2008, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 40% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 10% related to technology enhancements, improvements in distribution centers and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility. We plan to open or relocate approximately 123 stores in fiscal 2008, with at least 50% being relocated or expanded stores. These relocations and openings will be focused in our strongest existing markets. We also expect to continue remodeling stores.

        During the thirty-nine week period ended December 2, 2006, we spent $247.8 million on capital expenditures, consisting of $134.7 million related to new store construction, store relocation and store remodel projects, $89.8 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $23.8 million related to the purchase of prescription files from independent pharmacists.

Capital Expenditures

During the twenty-six week period ended September 1, 2007, we spent $309.4 million on capital expenditures, consisting of $118.8 million related to new store construction, store relocation and store remodel projects, $56.4 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $104.5 million related to the integration of Brooks Eckerd and $29.7 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $825 million to $875 million during fiscal 2008, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 40% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 10% related to technology enhancements,

33

improvements in distribution centers and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility. We plan to open or relocate approximately 125 stores in fiscal 2008, with at least 50% being relocated or expanded stores. These relocations and openings will be focused in our strongest existing markets. We also expect to continue remodeling stores.

During the twenty-six week period ended September 2, 2006, we spent $154.9 million on capital expenditures, consisting of $79.9 million related to new store construction, store relocation and store remodel projects, $57.2 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $17.8 million related to the purchase of prescription files from independent pharmacists.

In fiscal 2009, we intend to make capital expenditures of approximately $700 million to $750 million, including capital expenditures related to the integration of Brooks Eckerd.

Capital Expenditures

During the thirteen week period ended June 2, 2007, we spent $131.3 million on capital expenditures, consisting of $53.1 million related to new store construction, store relocation and store remodel projects, $29.7 million related to technology enhancements, improvements to distribution centers and other corporate requirements, $34.7 million related to the integration of Brooks Eckerd and $13.8 million related to the purchase of prescription files from independent pharmacists. We plan on making total capital expenditures of approximately $825 million to $875 million during fiscal 2008, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 40% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 10% related to technology enhancements, improvements in distribution centers and other corporate requirements.  Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale-leaseback transactions and use of the revolving credit facility.  We plan to open or relocate approximately 125 stores in fiscal 2008, with at least 50% being relocated or expanded stores.  These relocations and openings will be focused in our strongest existing markets.  We also expect to continue remodeling stores.

During the thirteen week period ended June 3, 2006, we spent $82.1 million on capital expenditures, consisting of $41.1 million related to new store construction, store relocation and store remodel projects, $29.4 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $11.6 million related to the purchase of prescription files from independent pharmacists.

In fiscal 2009, we intend to make capital expenditures of approximately $700 million to $730 million, including capital expenditures related to the integration of Brooks Eckerd. In years subsequent to 2009, capital expenditures are planned to be approximately $575 million to $600 million.

Capital Expenditures

We plan to make total capital expenditures of approximately $825 million to $875 million during fiscal 2008, consisting of approximately 40% related to new store construction, store relocation, store remodel and store improvement projects, 40% related to the integration of Brooks Eckerd, 10% related to the purchase of prescription files from independent pharmacies and 10% related to technology enhancements, improvements to distribution centers, and other corporate requirements. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities, proceeds from sale leaseback transactions and use of the revolving credit facility.

In fiscal 2009, we intend to make capital expenditures of approximately $700 million to $730 million, including capital expenditures related to the integration of Brooks Eckerd. In years after fiscal 2009, capital expenditures are planned to be approximately $575 million to $600 million.

In fiscal 2005, we resumed our new store and store relocation program. In fiscal 2008, our goal is to open or relocate approximately 125 stores, whether or not the acquisition is consumated. At least 50% of the stores will be relocated or expanded stores and the remaining will be new stores. The program is focused on our strongest existing markets. We also expect to continue remodeling stores.

Capital Expenditures

During the thirty-nine week period ended December 2, 2006, we spent $247.8 million on capital expenditures, consisting of $134.7 million related to new store construction, store relocation and store remodel projects, $89.8 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $23.8 million related to the purchase of prescription files from independent pharmacists. We plan to make total capital expenditures of approximately $450.0 to $500.0 million during fiscal 2007, consisting of approximately 65% related to new store construction, store relocation, store remodel and store improvement projects, 25% related to technology enhancements, improvements to distribution centers and other corporate requirements and approximately 10% related to the purchase of prescription files from independent pharmacies. These projected capital expenditures included expenditures for systems technology and distribution center enhancements at the stores and facilities to be acquired from Jean Coutu, USA. We expect that these capital expenditures will be financed primarily with cash flow from operations and proceeds from sale-leaseback transactions.

During the thirty-nine week period ended November 26, 2005, we spent $225.8 million on capital expenditures, consisting of $133.1 million related to new store construction, store relocation and store remodel projects, $58.2 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $34.6 million related to the purchase of prescription files from independent pharmacists.

34

Capital Expenditures

During the twenty-six week period ended September 2, 2006, we spent $154.9 million on capital expenditures, consisting of $79.9 million related to new store construction, store relocation and store remodel projects, $57.2 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $17.8 million related to the purchase of prescription files from independent pharmacists. We plan to make total capital expenditures of approximately $450.0 to $500.0 million during fiscal 2007, consisting of approximately 75% related to new store construction, store relocation, store remodel and store improvement projects, 15% related to technology enhancements, improvements to distribution centers and other corporate requirements and approximately 10% related to the purchase of prescription files from independent pharmacies. We expect that these capital expenditures will be financed primarily with cash flow from operations and proceeds from sale-leaseback transactions.

During the twenty-six week period ended August 27, 2005, we spent $117.1 million on capital expenditures, consisting of $68.1 million related to new store construction, store relocation and store remodel projects, $25.7 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $23.3 million related to the purchase of prescription files from independent pharmacists.

Capital Expenditures

During the thirteen week period ended June 3, 2006, we spent $82.1 million on capital expenditures, consisting of $41.1 million related to new store construction, store relocation and store remodel projects, $29.3 million related to technology enhancements, improvements to distribution centers and other corporate requirements and $11.7 million related to the purchase of prescription files from independent pharmacists. We plan to make total capital expenditures of approximately $450.0 to $500.0 million during fiscal 2007, consisting of approximately 75% related to new store construction, store relocation, store remodel and store improvement projects, 15% related to technology enhancements, improvements to distribution centers and other corporate requirements and approximately 10% related to the purchase of prescription files from independent pharmacies. Management expects that these capital expenditures will be financed primarily with cash flow from operations and proceeds from sale-leaseback transactions.

During the thirteen week period ended May 28, 2005, we spent $49.7 million on capital expenditures, consisting of $28.0 million related to new store construction, store relocation and other store construction projects, $13.7 million related to other store improvement activities and $8.0 million related to the purchase of prescription files from independent pharmacists.

Capital Expenditures

We plan to make total capital expenditures of approximately $450 million to $500 million during fiscal 2007, consisting of approximately 75% related to new store construction, store relocation, store remodel and store improvement projects, 15% related to technology enhancements, improvements to distribution centers, and other corporate requirements, and approximately 10% related to the purchase of prescription files from independent pharmacies. Management expects that these capital expenditures will be financed primarily with cash flow from operating activities and proceeds from sale leaseback transactions.

In fiscal 2005, we resumed our new store and store relocation program. In fiscal 2007, our goal is to open or relocate approximately 125 stores. Approximately 50% of the stores will be relocated or expanded stores and the remaining 50% will be new stores. The program is focused on our strongest existing markets. We also expect to continue remodeling stores in fiscal 2007.