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March 30, 2023
Steven Bixler
Chief Accounting Officer
Rite Aid Corporation
PO Box 3165
Harrisburg, Pennsylvania 17105
Re:Rite Aid Corporation
Form 10-K for Fiscal Year Ended February 26, 2022
Response dated March 13, 2023
File No. 001-05742
Dear Steven Bixler:
            We have reviewed your March 13, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 21, 2023 letter.
Form 10-K for Fiscal Year Ended February 26, 2022
Managements Discussion and Analysis of Financial Condition and Results of Continuing
Operations
Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share
and Other Non-GAAP Measures, page 70, page 70
1.We note your response to comment two.  If compliance with the senior secured credit
facility is material to investors, please revise your disclosure to comply with the
requirements of non-GAAP C&DI 102.09 by including the actual covenant test results
(rather than stating that you met the requirement), the material terms, the amount or limit
required for compliance and the effect of compliance or non-compliance.  Please also
revise to include Consolidated EBITDA as defined in the credit facility, disclose that it is
included as a non-GAAP liquidity measure and provide a reconciliation to the most

 FirstName LastNameSteven Bixler
 Comapany NameRite Aid Corporation
 March 30, 2023 Page 2
 FirstName LastName
Steven Bixler
Rite Aid Corporation
March 30, 2023
Page 2
comparable GAAP liquidity measure.

With regard to the adjustment to exclude facility exit charges, you state that your
presentation of Adjusted EBITDA eliminates charges that “do not reflect ongoing
operations and underlying operational performance.”  We note, however, that you have
incurred facility exit charges, inventory write-downs related to store closings, and
restructuring-related costs for the last 6, 6, and 4 years, respectively, and in the 39 week
period ending November 26, 2022.  We also note from your response that your 2022
strategic initiative resulted in the expectation of closing 195 stores, of which only 48 were
closed in 2022.  In your third quarter 2023 earnings call, you indicated that in building out
your plans for 2024, you will continue to look at opportunities to close stores.  Based on
the consistency with which you have incurred such costs in the past and the apparent
expectation that such costs will be incurred in the future, it appears these costs are normal
for your business.  Had an investor disregarded such costs several years ago on the basis
that they would not be reflective of your future ongoing operations, it appears their
expectations would have varied significantly from your actual subsequent results.  To the
extent you continue to adjust for facility exit charges, inventory write-downs related to
store closings, and restructuring-related costs, please revise to disclose a substantive
reason, specific to you, of usefulness to investors, to disclose your history of incurring
such costs, and to provide appropriate cautionary language regarding the likelihood of you
incurring such costs in the future.
            You may contact Scott Stringer at 202-551-3272 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services