8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March 2, 2006

Date of Earliest Event Reported: March 2, 2006

The Pep Boys - Manny, Moe & Jack

(Exact name of registrant as specified in charter)

Pennsylvania	1-3381	23-0962915
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer ID number)

3111 W. Allegheny Ave. Philadelphia, PA	19132
(Address of principal executive offices)	(Zip code)

215-430-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

On March 2, 2006, the Company issued a press release announcing its earnings for the fiscal quarter ended January 28, 2006.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No. 99.1     Press release dated March 2, 2006.

Exhibit No. 99.2     Unaudited supplemental financial data.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PEP BOYS - MANNY, MOE & JACK
	By:	/s/ Harry F. Yanowitz
		Harry F. Yanowitz
		Senior Vice President and
		Chief Financial Officer
Date:  March 2, 2006

3

EX-99.1

Exhibit 99.1

 Pep Boys Reports Q4 Results
 - Sales and Adjusted Earnings Flat -

PHILADELPHIA – March 2, 2006 - The Pep Boys - Manny, Moe & Jack (NYSE: “PBY”), the nation’s leading automotive aftermarket retail and service chain, announced the following results for the thirteen weeks (fourth quarter) and fifty-two weeks (fiscal year) ended January 28, 2006.

Operating Results

Fourth Quarter
Sales

Sales for the thirteen weeks ended January 28, 2006 were $549,817,000, 0.7% less than the $553,440,000 recorded last year.  Comparable merchandise sales increased 0.7% and comparable service revenue decreased 4.3%.  In accordance with GAAP, merchandise sales includes merchandise sold through both our retail and service center lines of business and service revenue is limited to labor sales.  Recategorizing Sales into the respective lines of business from which they are generated, comparable Retail Sales (DIY and Commercial) increased 0.6% and comparable Service Center Revenue (labor plus installed merchandise and tires) decreased 1.3%.

Earnings

On a GAAP basis, Net Loss from Continuing Operations Before Cumulative Effect of Change in Accounting Principle increased from a Net Loss of $9,701,000 (($0.18) per share - basic and diluted) to a Net Loss of $22,703,000 (($0.42) per share - basic and diluted).

Adjusted Net Loss from Continuing Operations Before Cumulative Effect of Change in Accounting Principle improved from a Net Loss in 2004 of $13,403,000 (($0.24) per share – basic and diluted), excluding an $8,125,000 after tax gain related to the sale of a distribution center and $4,423,000 in after tax charges related to certain executive severance obligations, to a Net Loss in 2005 of $13,153,000 (($0.24) per share – basic and diluted), excluding $9,550,000 in after tax charges related to the early extinguishment of debt and the write down of certain commercial sales information system assets.

Fiscal Year
Sales

Sales for the fiscal year ended January 28, 2006 were $2,235,226,000, 1.5% lower than the $2,269,974,000 recorded last year.  Comparable merchandise sales decreased 0.2% and comparable service revenue decreased 6.1%.  Recategorizing Sales (see above), comparable Retail Sales increased 0.6% and comparable Service Center Revenue decreased 3.9%.

Earnings

On a GAAP basis, Net Earnings (Loss) from Continuing Operations Before Cumulative Effect of Change in Accounting Principle decreased from Net Earnings of $25,455,000 ($0.45 per share - basic and $0.44 per share – diluted) to a Net Loss of $35,773,000 (($0.65) per share - basic and diluted).

Adjusted Net Earnings (Loss) from Continuing Operations Before Cumulative Effect of Change in Accounting Principle decreased from Net Earnings in 2004 of $21,834,000 ($0.39 per share – basic and $0.38 per share - diluted), excluding a $7,947,000 after tax gain related to the sale of a distribution center and $4,326,000 in after tax charges related to certain executive severance obligations, to a Net Loss in 2005 of $26,183,000 (($0.48) per share – basic and diluted), excluding $9,590,000 in after tax charges related to the early extinguishment of debt and the write down of certain commercial sales information system assets.

Commentary

CEO Larry Stevenson noted, “For Q4, comparable Service Center Revenue accelerated from recent quarters.  As we discussed on our last earnings call, we have been emphasizing the stability and training of our re-invigorated store and field team, and that is starti ng to show results with customer volumes.  As we begin 2006, our primary focus transitions from sales growth to increasing labor productivity and gross profit rates while maintaining sales momentum.

On the retail/commercial side, our focus this holiday season on margin management, rather than sales, resulted in improved gross profit dollars and gross profit rate vs. last year, despite essentially flat sales.  As with this quarter, we expect to maintain or reduce our SG&A expense until Service Center profitability improves.  Inventories for Q4 were up 2.2% from last year, down from a year on year increase in Q3 of 6.0%.”

Accounting Matters

Service Labor Reallocation

As previously announced, effective the first day of fiscal 2005, we restructured our field operations into separate retail and service teams.  In connection with this restructuring, certain retail personnel, who were previously utilized in merchandising roles supporting the service business, were reassigned to purely service-related responsibilities.  The labor and benefits costs related to these associates, approximately $5,800,000 in this quarter, which were previously recognized in SG&A, are now recognized in Costs of Service Revenue.

Co-op Advertising

During fiscal 2005, a portion of our vendor support funds were provided in support of specific advertising costs or “co-op,” which, in accordance with EITF No. 02-16, we accounted for as a reduction of SG&A.  We have completed the restructuring of substantially all of our vendor agreements to provide flexibility in how we use vendor support funds, to eliminate the administrative burden of tracking the application of such funds and to ensure that we are receiving the best possible pricing.  Going forward,

substantially all of the future allowances received from vendors will be accounted for as a reduction of inventories and recognized as a reduction to cost of sales as the related inventories are sold in accordance with EITF No. 02-16.    Assuming that all of our vendor agreements had been so restructured as of October 30, 2005, both our SG&A and Gross Profit for the fourth quarter would have increased by approximately $8,800,000, without materially impacting inventory valuation or Net Earnings from Continuing Operations.

Commentary

CFO Harry Yanowitz said, “During the quarter, we refinanced a substantial portion of our debt by closing a $200,000,000 five-year senior secured bank facility.  The proceeds were used to pay down the remainder of our $143,000,000 medium term notes, our only maturities in 2006, and to pay down a portion of our revolving credit facility.  As part of that refinancing, we settled an interest rate remarketing option attached to the medium term notes at a cost of $8,100,000 and pre-paid $3,300,000 in interest.  In addition, we recorded a $4,200,000 non-cash asset impairment charge, reflecting the remaining value of a commercial sales software asset.   This asset represents the only remaining piece of a larger in-store system developed between 2001 and 2003, which the Company decided not to roll out and to which no further additions have been made since 2003.”

To aid in comparing this quarter’s results to last year’s, we have provided the following summary table reflecting the adjustments for the foregoing items, as well as to eliminate the benefit of an asset sale and the cost of executive severance costs recorded in Q4 fiscal 2004.  Please see the Additional Information for a reconciliation of the Adjusted results to GAAP.

Summary Results

(dollar amounts in thousand, except per share amounts)

	GAAP						Adjusted (LOB Format)
	Q4 Fiscal 2005			Q4 Fiscal 2004			Q4 Fiscal 2005			Q4 Fiscal 2004
Gross Profit from Merchandise Sales (GAAP)/ Retail Sales (Adjusted)	$	112,515		$	125,191		$	84,728		$	74,610
Gross Profit (Loss) from Service Revenue (GAAP)/ Service Center Revenue (Adjusted)	(310		)	19,268			36,251			52,268
Total Gross Profit	$	112,205		$	144,459		$	120,979		$	126,878
Selling, General and Administrative Expenses		127,639			148,478			132,213			136,681
Operating Loss	$	(15,434	)	$	(4,019	)	$	(11,234	)	$	(9,803	)
Loss From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(22,703	)	$	(9,701	)	$	(13,153	)	$	(13,403	)
Loss Per Share From Continuing Operations Before Cumulative Effect of Change in Accounting Principle- Basic and Diluted	$	(0.42	)	$	(0.18	)	$	(0.24	)	$	(0.24	)
Comparable Merchandise Sales (GAAP)/ Retail Sales (Adjusted)	0.7		%	6.0		%	0.6		%	8.2		%
Comparable Service Revenue (GAAP)/ Service Center Revenue (Adjusted)	-4.3		%	-1.2		%	-1.3		%	-0.3		%
Total Sales	-0.7		%	4.6		%	—			—

Form 10-K and Annual Meeting

The Company’s Annual Report on Form 10-K discussing the results for the fiscal year is expected to be filed with the Securities and Exchange Commission on or before April 13, 2006, and the Company expects to hold its 2006 Annual Meeting of Shareholders in late summer.

Pep Boys Financial Highlights

Thirteen Weeks Ended:	January 28, 2006			January 29, 2005
Total Revenues	$	549,817,000		$	553,440,000
Net Loss From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(22,703,000	)	$	(9,701,000	)
Adjustments (Net of Tax):
Loss on Impairment of Software Assets	$	2,650,000	(a)	$	—
Gain on Disposal of Warehouse	—			(8,125,000		)
Executive Severance	—			4,423,000
Extinguishment of Interest Rate Call Option and Interest on Debt Prepayments	$	6,900,000	(b)	$	—
Total Adjustments	$	9,550,000		$	(3,702,000	)
Adjusted Loss From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(13,153,000	)	$	(13,403,000	)
Average Shares – Basic and Diluted	54,180,000			55,017,000
Basic and Diluted Loss Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.42	)	$	(0.18	)
Adjusted Basic and Diluted Loss Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.24	)	$	(0.24	)

(a)           Write-down of the remaining portion of commercial sales information system assets.

(b)Obligations associated with the prepayment of $100,000,000 6.92% Term Enhanced Remarketable Securities and  $43,000,000 6.88% Medium Term Notes.

Pep Boys Financial Highlights

Fifty-Two Weeks Ended:	January 28, 2006			January 29, 2005
Total Revenues	$	2,235,226,000		$	2,269,974,000
Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(35,773,000	)	$	25,455,000
Adjustments (Net of Tax):
Loss on Impairment of Software Assets	$	2,667,000	(a)	$	—
Gain on Disposal of Warehouse	—			(7,947,000		)
Executive Severance	—			4,326,000
Extinguishment of Interest Rate Call Option and Interest on Debt Prepayments	$	6,923,000	(b)	$	—
Total Adjustments	$	9,590,000		$	(3,621,000	)
Adjusted (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(26,183,000	)	$	21,834,000
Average Shares – Basic	54,794,000			56,353,000
Average Shares – Diluted	54,794,000			57,649,000
Basic (Loss) Earnings Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.65	)	$	0.45
Diluted (Loss) Earnings Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.65	)	$	0.44
Adjusted Basic (Loss) Earnings Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.48	)	$	0.39
Adjusted Diluted (Loss) Earnings Per Share from Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.48	)	$	0.38

(a)           Write-down of the remaining portion of commercial sales information system assets.

(b)Obligations associated with the prepayment of $100,000,000 6.92% Term Enhanced Remarketable Securities and  $43,000,000 6.88% Medium Term Notes.

Pep Boys has 593 stores and more than 6,000 service bays in 36 states and Puerto Rico. Along with its vehicle repair and maintenance capabilities, the Company also serves the commercial auto parts delivery market and is one of the leading sellers of replacement tires in the United States. Customers can find the nearest location by calling 1-800 -PEP-BOYS or by visiting pepboys.com.

Certain statements contained herein constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The word “guidance,” “expect,” “anticipate,” “estimates,” “forecasts” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include management’s expectations regarding future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. The Company’s actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond the control of the Company, including the strength of the national and regional economies, retail and commercial consumers’ ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of the Company’s stores, competitive pricing, the location and number of competitors’ stores, product and labor costs and the additional factors described in the Company’s filings with the SEC. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Investors have an opportunity to listen to the Company’s quarterlyconference calls discussing its results and related matters.  The call for the fourth quarter will be broadcast live on Friday, March 3 at 8:30 a.m. EST over the Internet at Broadcast Networks’ Vcall website, located at http://www.vcall.com.  To listen to the call live, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call.  Supplemental financial information will be available the morning of March 3^rd on Pep Boys’ website at www.pepboys.com.

###

Contact:

Pep Boys, Philadelphia

Investor Contact: Harry Yanowitz, 215-430-9720

Media Contact: Bill Furtkevic, 215-430-9676

Internet: http://www.pepboys.com

EX-99.2

Exhibit 99.2

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED STATEMENTS OF OPERATIONS	(dollar amounts in thousands, except per share amounts)

	Thirteen weeks ended										Fifty-two weeks ended
	January 28, 2006					January 29, 2005					January 28, 2006					January 29, 2005
				%					%					%					%
	Amount			Sales		Amount			Sales		Amount			Sales		Amount			Sales
Merchandise Sales	$	457,022		83.1		$	456,033		82.4		$	1,852,067		82.9		$	1,860,628		82.0
Service Revenue	92,795			16.9		97,407			17.6		383,159			17.1		409,346			18.0
Total Revenues	549,817			100.0		553,440			100.0		2,235,226			100.0		2,269,974			100.0
Costs of Merchandise Sales	344,507			75.4		330,842			72.5		1,371,195			74.0		1,331,728			71.6
Costs of Service Revenue	93,105			100.3		78,139			80.2		352,713			92.1		316,652			77.4
Total Costs of Revenues	437,612			79.6		408,981			73.9		1,723,908			77.1		1,648,380			72.6
Gross Profit from Merchandise Sales	112,515			24.6		125,191			27.5		480,872			26.0		528,900			28.4
Gross (Loss) Profit from Service Revenue	(310		)	(0.3	)	19,268			19.8		30,446			7.9		92,694			22.6
Total Gross Profit	112,205			20.4		144,459			26.1		511,318			22.9		621,594			27.4
Selling, General and Administrative Expenses	127,639			23.2		148,478			26.8		522,501			23.4		546,808			24.1
Operating (Loss) Profit	(15,434		)	(2.8	)	(4,019		)	(0.7	)	(11,183		)	(0.5	)	74,786			3.3
Non-operating Income	1,149			0.2		(327		)	0.0		3,897			0.2		1,824			0.1
Interest Expense	21,686			3.9		10,811			2.0		49,040			2.2		35,965			1.6
(Loss) Earnings From Continuing Operations Before Income Taxes and Cumulative Effect of Change in Accounting Principle	(35,971		)	(6.5	)	(15,157		)	(2.7	)	(56,326		)	(2.5	)	40,645			1.8
Income Tax (Benefit) Expense	(13,268		)	36.9	(1)	(5,456		)	36.0	(1)	(20,553		)	36.5	(1)	15,190			37.4	(1)
Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	(22,703		)	(4.1	)	(9,701		)	(1.8	)	(35,773		)	(1.6	)	25,455			1.1
Discontinued Operations, Net of Tax	123			0.0		(434		)	0.0		266			0.0		(1,876		)	(0.1	)
Cumulative Effect of Change in Accounting Principle, Net of Tax	(2,021		)	(0.4	)	—			0.0		(2,021		)	(0.1	)	—			0.0
Net (Loss) Earnings	(24,601		)	(4.5	)	(10,135		)	(1.8	)	(37,528		)	(1.7	)	23,579			1.0
Retained Earnings, beginning of period	510,532					551,247					536,780					531,933
Cash Dividends	(3,702		)			(3,938		)			(14,686		)			(15,676		)
Effect of Stock Options	(289		)			(394		)			(2,520		)			(2,984		)
Dividend Reinvestment Plan	(14		)			—					(120		)			(72		)
Retained Earnings, end of period	$	481,926				$	536,780				$	481,926				$	536,780
Basic (Loss) Earnings per Share:
Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.42	)			$	(0.18	)			$	(0.65	)			$	0.45
Discontinued Operations, Net of Tax	—					(0.01		)			—					(0.03		)
Cumulative Effect of Change in Accounting Principle, Net of Tax	(0.04		)			—					(0.04		)			—
Basic (Loss) Earnings per Share	$	(0.46	)			$	(0.19	)			$	(0.69	)			$	0.42
Diluted (Loss) Earnings per Share:
Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle	$	(0.42	)			$	(0.18	)			$	(0.65	)			$	0.44
Discontinued Operations, Net of Tax	—					(0.01		)			—					(0.03		)
Cumulative Effect of Change in Accounting Principle, Net of Tax	(0.04		)			—					(0.04		)			—
Diluted (Loss) Earnings per Share	$	(0.46	)			$	(0.19	)			$	(0.69	)			$	0.41
Cash Dividends per Share	$	0.0675				$	0.0675				$	0.2700				$	0.2700

(1)As a percentage of (Loss) Earnings From Continuing Operations before Income Taxes and Cumulative Effect of Change in Accounting Principle.

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED BALANCE SHEETS	(dollar amounts in thousands, except per share amounts)

	January 28, 2006			January 29, 2005
Assets
Current Assets:
Cash and cash equivalents	$	48,281		$	82,758
Accounts receivable, net	36,434			30,994
Merchandise inventories	616,292			602,760
Prepaid expenses	40,952			45,349
Other	85,446			96,065
Assets held for disposal	652			665
Total Current Assets	828,057			858,591
Property and Equipment - at cost:
Land	257,802			261,985
Buildings and improvements	916,580			916,099
Furniture, fixtures and equipment	671,189			633,098
Construction in progress	15,858			40,426
	1,861,429			1,851,608
Less accumulated depreciation and amortization	914,040			906,577
Property and Equipment - net	947,389			945,031
Other	46,307			63,401
Total Assets	$	1,821,753		$	1,867,023
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	261,940		$	310,981
Trade payable program liability	11,156			—
Accrued expenses	290,761			306,671
Deferred income taxes	15,624			19,406
Current maturities of long-term debt and obligations under capital leases	1,257			40,882
Total Current Liabilities	580,738			677,940
Long-term debt and obligations under capital leases, less current maturities	467,239			352,682
Convertible long-term debt	119,000			119,000
Other long-term liabilities	56,929			37,977
Deferred income taxes	2,937			25,968
Commitments and Contingencies
Stockholders’ Equity:
Common Stock, par value $1 per share:
Authorized 500,000,000 shares; Issued 68,557,041 shares	68,557			68,557
Additional paid-in capital	288,098			284,966
Retained earnings	481,926			536,780
Accumulated other comprehensive loss	(3,220		)	(4,852		)
Less cost of shares in treasury - 12,152,968 shares and 11,305,130 shares	181,187			172,731
Less cost of shares in benefits trust - 2,195,270 shares	59,264			59,264
Total Stockholders’ Equity	594,910			653,456
Total Liabilities and Stockholders’ Equity	$	1,821,753		$	1,867,023

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOWS	(dollar amounts in thousands)

Fifty-two Weeks Ended	January 28, 2006			January 29, 2005
Cash Flows from Operating Activities:
Net (loss) earnings	$	(37,528	)	$	23,579
Net income (loss) from discontinued operations	266			(1,876		)
Net (loss) earnings from continuing operations	$	(37,794	)	$	25,455
Adjustment to Reconcile Net (Loss) Earnings from Continuing Operations to Net Cash (Used in) Provided by Continuing Operations:
Depreciation and amortization	79,887			76,620
Cumulative effect of change in accounting principle, net of tax	2,021			—
Accretion of asset disposal obligation	109			135
Stock compensation expense	2,049			1,184
Deferred income taxes	(27,792		)	26,183
Deferred gain on sale lease back	—			(130		)
Net gain from reduction in asset retirement liability	(1,815		)	—
Gain from sales of assets	(4,826		)	(11,848		)
Loss on impairment of assets	4,200			—
Increase in cash surrender value of life insurance policies	(3,389		)	(3,540		)
Changes in Operating Assets and Liabilities:
Decrease (increase) in accounts receivable, prepaid expenses and other	15,166			(17,206		)
Increase in merchandise inventories	(13,532		)	(49,198		)
Decrease in accounts payable	(49,041		)	(24,387		)
(Decrease) increase in accrued expenses	(18,313		)	27,221
Increase (decrease) in other long-term liabilities	16,209			(1,272		)
Net cash (used in) provided by continuing operations	(36,861		)	49,217
Net cash used in discontinued operations	(1,526		)	(3,766		)
Net Cash (Used in) Provided by Operating Activities	(38,387		)	45,451
Cash Flows from Investing Activities:
Capital expenditures	(85,945		)	(88,068		)
Proceeds from sales of assets	4,043			18,021
Proceeds from sales of assets held for disposal	6,913			—
Proceeds from life insurance policies	24,655			—
Premiums paid on life insurance policies	(605		)	(1,778		)
Net cash used in continuing operations	(50,939		)	(71,825		)
Net cash provided by discontinued operations	916			13,327
Net Cash Used in Investing Activities	(50,023		)	(58,498		)
Cash Flows from Financing Activities:
Net borrowings under line of credit agreements	57,985			8,102
Net borrowings (payments) on trade payable program liability	11,156			(7,216		)
Payments for finance issuance costs	(5,150		)	(5,500		)
Proceeds from issuance of notes	200,000			200,000
Reduction of long-term debt	(183,459		)	(189,991		)
Reduction of convertible debt	—			(31,000		)
Payments on capital lease obligations	(383		)	(1,040		)
Dividends paid	(14,686		)	(15,676		)
Repurchase of common stock	(15,562		)	(39,718		)
Proceeds from issuance of common stock	—			108,854
Proceeds from exercise of stock options	3,071			6,887
Proceeds from dividend reinvestment plan	961			1,119
Net Cash Provided by Financing Activities	53,933			34,821
Net (Decrease) Increase in Cash	(34,477		)	21,774
Cash and Cash Equivalents at Beginning of Period	82,758			60,984
Cash and Cash Equivalents at End of Period	$	48,281		$	82,758
Cash paid for interest, net of amounts capitalized	$	50,602		$	30,019
Cash received from income tax refunds	$	10,097		$	23,290
Cash paid for income taxes	$	1,770		$	48,732
Supplemental Disclosure of Cash Flow Information:
Non-cash investing activities:
Accrued purchases of property and equipment	$	6,138		$	15,698
Write off of equipment to insurance receivable	$	346		$	—
Non-cash financing activities:
Equipment capital leases	$	789		$	1,413

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
COMPUTATION OF BASIC AND DILUTED EARNINGS PER SHARE	(in thousands, except per share data)

		Thirteen weeks ended						Fifty-two weeks ended
		January 28, 2006			January 29, 2005			January 28, 2006			January 29, 2005
(a)	Net (loss) earnings from continuing operations before cumulative effect of change in accounting principle	$	(22,703	)	$	(9,701	)	$	(35,773	)	$	25,455
	Adjustment for interest on convertible senior notes, net of income tax effect	—			—			—			—
(b)	Adjusted net (loss) earnings from continuing operations before cumulative effect of change in accounting principle	$	(22,703	)	$	(9,701	)	$	(35,773	)	$	25,455
(c)	Average number of common shares outstanding during period	54,180			55,017			54,794			56,353
	Common shares assumed issued upon conversion of convertible senior notes	—			—			—			—
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price	—			—			—			1,296
(d)	Average number of common shares assumed outstanding during period	54,180			55,017			54,794			57,649
	Basic (Loss) Earnings per Share:
	Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle (a/c)	$	(0.42	)	$	(0.18	)	$	(0.65	)	$	0.45
	Discontinued Operations, Net of Tax	—			(0.01		)	—			(0.03		)
	Cumulative Effect of Change in Accounting Principle, Net of Tax	(0.04		)	—			(0.04		)	—
	Basic (Loss) Earnings per Share	$	(0.46	)	$	(0.19	)	$	(0.69	)	$	0.42
	Diluted (Loss) Earnings per Share:
	Net (Loss) Earnings From Continuing Operations Before Cumulative Effect of Change in Accounting Principle (b/d)	$	(0.42	)	$	(0.18	)	$	(0.65	)	$	0.44
	Discontinued Operations, Net of Tax	—			(0.01		)	—			(0.03		)
	Cumulative Effect of Change in Accounting Principle, Net of Tax	(0.04		)	—			(0.04		)	—
	Diluted (Loss) Earnings per Share	$	(0.46	)	$	(0.19	)	$	(0.69	)	$	0.41

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
ADDITIONAL INFORMATION	(dollar amounts in thousands)

	Thirteen weeks ended						Fifty-two weeks ended
	January 28, 2006			January 29, 2005			January 28, 2006			January 29, 2005
Capital expenditures	$	24,701		$	51,135		$	92,083		$	103,766
Depreciation and amortization	$	20,604		$	20,146		$	79,887		$	76,620
Non-operating income:
Net rental revenue	$	564		$	28		$	1,634		$	1,883
Investment income	340			205			1,117			680
Other (expense) income	245			(560		)	1,146			(739		)
Total	$	1,149		$	(327	)	$	3,897		$	1,824
Comparable sales percentages:
Merchandise	0.7		%	6.0		%	-0.2		%	7.9		%
Service	-4.3			-1.2			-6.1			1.1
Total	-0.2			4.6			-1.3			6.6
Total square feet of retail space (including service centers)							12,167,089			12,206,785
Total Store Count							593			595
Sales and Gross Profit by Line of Business (A):
Retail Sales	$	332,436		$	332,199		$	1,354,910		$	1,351,018
Service Center Revenue	217,381			221,241			880,316			918,956
Total Revenues	$	549,817		$	553,440		$	2,235,226		$	2,269,974
Gross Profit from Retail Sales	$	79,464		$	83,328		$	344,893		$	370,687
Gross Profit from Service Center Revenue	32,741			61,131			166,425			250,907
Total Gross Profit	$	112,205		$	144,459		$	511,318		$	621,594
Comparable Sales Percentages (A):
Retail Sales	0.6		%	8.2		%	0.6		%	13.2		%
Service Center Revenue	-1.3			-0.3			-3.9			-1.9
Total Revenues	-0.2			4.6			-1.3			6.6
Gross Profit Percentage by Line of Business (A):
Gross Profit Percentage from Retail Sales	23.9		%	25.0		%	25.4		%	27.4		%
Gross Profit Percentage from Service Center Revenue	15.1		%	27.6		%	18.9		%	27.3		%
Total Gross Profit Percentage	20.4		%	26.1		%	22.9		%	27.4		%

(A) Retail Sales include DIY and Commercial sales.  Service Center Revenue includes revenue from labor and installed parts and tires.

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
ADDITIONAL INFORMATION (continued)	(dollar amounts in thousands)

Adjustments

In the fourth quarter of 2005 we completed the restructuring of substantially all of our vendor agreements to provide flexibility in how we use vendor support funds.  Previously, the vendor agreements required us to use certain vendor support funds exclusively for promotions and to partially offset certain other direct expenses.  Under EITF No. 02-16, these types of allowances are to be netted against the appropriate expenses they offset, once it is determined that the allowances are for specific, identifiable and incremental expenses.  Under the restructured contracts it is not possible to make this determination.  Therefore, going forward all vendor support funds will be treated as a reduction of inventories and be recognized as a reduction to Costs of Sales as the inventories are sold, in accordance with EITF No. 02-16.  For the periods below, all previously identified costs which had been netted against Selling, General and Administrative Expenses (SG&A) have been reclassified to Gross Profit from Merchandise Sales as if the vendor agreements had been restructured as of February 1, 2004 (A).

Certain adjustments have been made to all periods presented to eliminate the impact of unusual or nonrecurring events, in order to make the periods more comparable (B).  Both periods of 2005 remove the effect of a fourth-quarter write-down of certain commercial sales information system assets ($4,200), while both periods of 2004 remove the effects of a fourth-quarter warehouse gain ($12,695) and severance accrual ($6,911).

Effective January 30, 2005, the Company restructured its field operations into separate retail and service teams.  In connection with this restructuring, certain retail personnel, who were previously utilized in merchandising roles supporting the service business, were reassigned to purely service-related responsibilities.  The labor and benefit costs related to these associates, which were previously recognized in SG&A, are now recognized in Costs of Service Revenue.  Therefore, these costs have been reclassified from SG&A to Gross Profit from Service Revenue for both periods in 2004 (C).

Please see the table below illustrating the effect of these adjustments on both the thirteen and fifty-two week periods ended January 28, 2006 and January 29, 2005 (presented in GAAP format), assuming that such changes had been in effect during such periods.

STATEMENTS OF OPERATIONS

GAAP Format

	Thirteen weeks ended													Thirteen weeks ended
	January 28, 2006					ADJUSTMENTS								January 28, 2006
	ACTUAL					(A)			(B)					AS ADJUSTED
				%				%				%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales
Gross Profit from Merchandise Sales	$	112,515		24.6		$	8,774	1.9	$	—		—		$	121,289		26.5
Gross Profit from Service Revenue	(310		)	(0.3	)	—		—	—			—		(310		)	(0.3	)
Total Gross Profit	112,205			20.4		8,774		1.6	—			—		120,979			22.0
Selling, General and Administrative Expenses	127,639			23.2		8,774		1.6	(4,200		)	(0.8	)	132,213			24.0
Operating Profit (Loss)	$	(15,434	)	(2.8	)	$	—	—	$	4,200		0.8		$	(11,234	)	(2.0	)

	Thirteen weeks ended																		Thirteen weeks ended
	January 29, 2005					ADJUSTMENTS													January 29, 2005
	ACTUAL					(A)			(B)					(C)					AS ADJUSTED
				%				%				%					%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales		Amount			Sales
Gross Profit from Merchandise Sales	$	125,191		27.5		$	915	0.2	$	(12,695	)	(2.8	)	$	—		—		$	113,411		24.9
Gross Profit from Service Revenue	19,268			19.8		—		—	—			—		(5,801		)	(6.0	)	13,467			13.8
Total Gross Profit	144,459			26.1		915		0.2	(12,695		)	(2.3	)	(5,801		)	(1.0	)	126,878			22.9
Selling, General and Administrative Expenses	148,478			26.8		915		0.2	(6,911		)	(1.2	)	(5,801		)	(1.0	)	136,681			24.7
Operating Profit (Loss)	$	(4,019	)	(0.7	)	$	—	—	$	(5,784	)	(1.1	)	$	—		—		$	(9,803	)	(1.8	)

	Fifty-two weeks ended													Fifty-two weeks ended
	January 28, 2006					ADJUSTMENTS								January 28, 2006
	ACTUAL					(A)			(B)					AS ADJUSTED
				%				%				%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales
Gross Profit from Merchandise Sales	$	480,872		26.0		$	35,702	1.9	$	—		—		$	516,574		27.9
Gross Profit from Service Revenue	30,446			7.9		—		—	—			—		30,446			7.9
Total Gross Profit	511,318			22.9		35,702		1.6	—			—		547,020			24.5
Selling, General and
Administrative Expenses	522,501			23.4		35,702		1.6	(4,200		)	(0.2	)	554,003			24.8
Operating Profit	$	(11,183	)	(0.5	)	$	—	—	$	4,200		0.2		$	(6,983	)	(0.3	)

	Fifty-two weeks ended																Fifty-two weeks ended
	January 29, 2005			ADJUSTMENTS													January 29, 2005
	ACTUAL			(A)			(B)					(C)					AS ADJUSTED
			%			%				%					%				%
	Amount		Sales	Amount		Sales	Amount			Sales		Amount			Sales		Amount		Sales
Gross Profit from Merchandise Sales	$	528,900	28.4	$	36,579	2.0	$	(12,695	)	(0.7	)	$	—		—		$	552,784	29.7
Gross Profit from Service Revenue	92,694		22.6	—		—	—			—		(21,132		)	(5.2	)	71,562		17.5
Total Gross Profit	621,594		27.4	36,579		1.6	(12,695		)	(0.6	)	(21,132		)	(0.9	)	624,346		27.5
Selling, General and Administrative Expenses	546,808		24.1	36,579		1.6	(6,911		)	(0.3	)	(21,132		)	(0.9	)	555,344		24.5
Operating Profit	$	74,786	3.3	$	—	—	$	(5,784	)	(0.3	)	$	—		—		$	69,002	3.0

THE PEP BOYS - MANNY, MOE & JACK AND SUBSIDIARIES	(UNAUDITED)
ADDITIONAL INFORMATION (continued)	(dollar amounts in thousands)

Adjustments

In the fourth quarter of 2005 we completed the restructuring of substantially all of our vendor agreements to provide flexibility in how we use vendor support funds.  Previously, the vendor agreements required us to use certain vendor support funds exclusively for promotions and to partially offset certain other direct expenses.  Under EITF No. 02-16, these types of allowances are to be netted against the appropriate expenses they offset, once it is determined that the allowances are for specific, identifiable and incremental expenses.  Under the restructured contracts it is not possible to make this determination.  Therefore, going forward all vendor support funds will be treated as a reduction of inventories and be recognized as a reduction to Costs of Sales as the inventories are sold, in accordance with EITF No. 02-16.  For the periods below, all previously identified costs which had been netted against Selling, General and Administrative Expenses (SG&A) have been reclassified to Gross Profit from Retail Sales as if the vendor agreements had been restructured as of February 1, 2004 (A).

Certain adjustments have been made to all periods presented to eliminate the impact of unusual or nonrecurring events, in order to make the periods more comparable (B).  Both periods of 2005 remove the effect of a fourth-quarter write-down of certain commercial sales information system assets ($4,200), while both periods of 2004 remove the effects of a fourth-quarter warehouse gain ($12,695) and severance accrual ($6,911).

Effective January 30, 2005, the Company restructured its field operations into separate retail and service teams.  In connection with this restructuring, certain retail personnel, who were previously utilized in merchandising roles supporting the service business, were reassigned to purely service-related responsibilities.  The labor and benefit costs related to these associates, which were previously recognized in SG&A, are now recognized in Costs of Service Center Revenue.  Therefore, these costs have been reclassified from SG&A to Gross Profit from Service Center Revenue for both periods in 2004 (C).

Please see the table below illustrating the effect of these adjustments on both the thirteen and fifty-two week periods ended January 28, 2006 and January 29, 2005 (presented in Line of Business format), assuming that such changes had been in effect during such periods.

STATEMENTS OF OPERATIONS

Line of Business Format

	Thirteen weeks ended													Thirteen weeks ended
	January 28, 2006					ADJUSTMENTS								January 28, 2006
	ACTUAL					(A)			(B)					AS ADJUSTED
				%				%				%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales
Gross Profit from Retail Sales	$	79,464		23.9		$	5,264	1.6	$	—		—		$	84,728		25.5
Gross Profit from Service Center Revenue	32,741			15.1		3,510		1.6	—			—		36,251			16.7
Total Gross Profit	112,205			20.4		8,774		1.6	—			—		120,979			22.0
Selling, General and Administrative Expenses	127,639			23.2		8,774		1.6	(4,200		)	(0.8	)	132,213			24.0
Operating Profit (Loss)	$	(15,434	)	(2.8	)	$	—	—	$	4,200		0.8		$	(11,234	)	(2.0	)

	Thirteen weeks ended																		Thirteen weeks ended
	January 29, 2005					ADJUSTMENTS													January 29, 2005
	ACTUAL					(A)			(B)					(C)					AS ADJUSTED
				%				%				%					%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales		Amount			Sales
Gross Profit from Retail Sales	$	83,328		25.0		$	549	0.2	$	(9,267	)	(2.8	)	$	—		—		$	74,610		22.5
Gross Profit from Service Center Revenue	61,131			27.6		366		0.2	(3,428		)	(1.5	)	(5,801		)	(2.6	)	52,268			23.6
Total Gross Profit	144,459			26.1		915		0.2	(12,695		)	(2.3	)	(5,801		)	(1.0	)	126,878			22.9
Selling, General and Administrative Expenses	148,478			26.8		915		0.2	(6,911		)	(1.2	)	(5,801		)	(1.0	)	136,681			24.7
Operating Profit (Loss)	$	(4,019	)	(0.7	)	$	—	—	$	(5,784	)	(1.1	)	$	—		—		$	(9,803	)	(1.8	)

	Fifty-two weeks ended													Fifty-two weeks ended
	January 28, 2006					ADJUSTMENTS								January 28, 2006
	ACTUAL					(A)			(B)					AS ADJUSTED
				%				%				%					%
	Amount			Sales		Amount		Sales	Amount			Sales		Amount			Sales
Gross Profit from Retail Sales	$	344,893		25.4		$	21,421	1.6	$	—		—		$	366,314		27.0
Gross Profit from Service Center Revenue	166,425			18.9		14,281		1.6	—			—		180,706			20.5
Total Gross Profit	511,318			22.9		35,702		1.6	—			—		547,020			24.5
Selling, General and Administrative Expenses	522,501			23.4		35,702		1.6	(4,200		)	(0.2	)	554,003			24.8
Operating Profit	$	(11,183	)	(0.5	)	$	—	—	$	4,200		0.2		$	(6,983	)	(0.3	)

	Fifty-two weeks ended																Fifty-two weeks ended
	January 29, 2005			ADJUSTMENTS													January 29, 2005
	ACTUAL			(A)			(B)					(C)					AS ADJUSTED
			%			%				%					%				%
	Amount		Sales	Amount		Sales	Amount			Sales		Amount			Sales		Amount		Sales
Gross Profit from Retail Sales	$	370,687	27.4	$	21,947	1.6	$	(9,267	)	(0.7	)	$	—		—		$	383,367	28.4
Gross Profit from Service Center Revenue	250,907		27.3	14,632		1.6	(3,428		)	(0.4	)	(21,132		)	(2.3	)	240,979		26.2
Total Gross Profit	621,594		27.4	36,579		1.6	(12,695		)	(0.6	)	(21,132		)	(0.9	)	624,346		27.5
Selling, General and Administrative Expenses	546,808		24.1	36,579		1.6	(6,911		)	(0.3	)	(21,132		)	(0.9	)	555,344		24.5
Operating Profit	$	74,786	3.3	$	—	—	$	(5,784	)	(0.3	)	$	—		—		$	69,002	3.0