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 (Date of earliest event reported): December 17, 2009 (November 28,
2009)
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
Number)
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30
Hunter Lane, Camp Hill, Pennsylvania 17011
(Address
of principal executive offices, including zip code)
(717)
761-2633
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since 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):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] 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 December 17, 2009, we announced our
financial position and results of operations as of and for the thirteen and
thirty-nine week periods ended November 28, 2009. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
release includes a non-GAAP financial measure, "Adjusted EBITDA." We
define Adjusted EBITDA as net income (loss) from operations excluding the impact
of income taxes, interest expense and securitization costs, depreciation and
amortization, LIFO adjustments, charges or credits for store closing and
impairment, inventory write-downs related to closed stores, stock-based
compensation expense, debt modifications and retirements, sales of assets and
investments, and other non-recurring items. We reference this
non-GAAP financial measure frequently in our decision-making because it provides
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to competitors'
historical operating performance. In addition, incentive compensation
is based on Adjusted EBITDA and we base our forward-looking estimates on
Adjusted EBITDA to facilitate quantification of planned business activities and
enhance subsequent follow-up with comparisons of actual to planned Adjusted
EBITDA. We include this non-GAAP financial measure in our earnings
announcement in order to provide transparency to investors and enable investors
to better compare our operating performance with the operating performance of
our competitors. The press release attached hereto as Exhibit 99.1
includes a reconciliation of Adjusted EBITDA to net income (loss), the most
directly comparable GAAP financial measure.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press
Release, dated December 17, 2009.
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 hereto duly authorized.
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Date:
December 17, 2009
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By:
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/s/
Marc A. Strassler
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Name:
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Marc
A. Strassler
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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Exhibit
Index
Exhibit
No. Description
99.1 Press
Release, dated December 17, 2009.