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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
 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.



FirstName LastNameSteven Bixler                                Sincerely,
Comapany NameRite Aid Corporation
                                                               Division of
Corporation Finance
March 30, 2023 Page 2                                          Office of Trade
& Services
FirstName LastName