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 16, 2004 (December 16, 2004)
RITE AID CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
________________________
None
_____________________________________________________________________________
(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 16, 2004, we announced our financial position and results of
operations as of and for our third quarter, ended November 27, 2004. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The announcement includes a non-GAAP financial measure, "Adjusted EBITDA."
Adjusted EBITDA represents net income (loss) from operations excluding the
impact of income taxes, interest expense, 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, litigation proceeds, litigation expense, expense
of the defense against litigation related to prior managements' business
practices and the defense of prior management, sales of assets and investments,
and 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 compare our operating performance with the
operating performance of our competitors.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Registrant's Press Release, dated December 16, 2004.
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.
RITE AID CORPORATION
Dated: December 16, 2004 By: /s/Robert B. Sari
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Name: Robert B. Sari
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Registrant's Press Release dated December 16, 2004.