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 (Date of Earliest Event Reported): May 13, 2013

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

001-13222

(Commission file number)

Delaware	33-0350671
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
301 S. Tippecanoe Avenue San Bernardino, California	92408
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 733-5000

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:

¨ 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 May 13, 2013, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Sales and Customer Counts Increase in the Second Quarter of 2013.” A copy of this press release is attached hereto and incorporated by reference as exhibit 99.1. The information contained in this 8-K document, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01 Financial Statements and Exhibits

The following material is being furnished as exhibits to this Current Report on Form 8-K.

(c) Exhibit

99.1 Text of press release, dated May 13, 2013, entitled "Stater Bros. Holdings Inc. Sales and Customer Counts Increase in the Second Quarter of 2013."

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 thereunto duly authorized.

	Stater Bros. Holdings Inc.
Date: May 16, 2013	By: /s/ David J. Harris
	David J. Harris Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 13, 2013, entitled "Stater Bros. Holdings Inc. Sales and Customer Counts Increase in the Second Quarter of 2013."

EX-99.1

Exhibit 99.1

STATER BROS. HOLDINGS INC. SALES AND CUSTOMER COUNTS INCREASE IN THE SECOND QUARTER OF 2013

SAN BERNARDINO, CALIFORNIA (May 13, 2013)- Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week and twenty-six week periods ended March 31, 2013.

The Company's consolidated sales in the thirteen weeks ended March 31, 2013 were $961.9 million up $24.2 million or 2.58% from the thirteen weeks ended March 25, 2012 consolidated sales of $937.7 million. The Company's twenty-six weeks ended March 31, 2013 sales were $1.93 billion up $32.3 million or 1.70% from the twenty-six week prior year sales of $1.90 billion. The current thirteen week and twenty-six week periods were affected by the Easter holiday which fell in the second quarter in fiscal 2013 and in the third quarter of fiscal 2012. The Company estimates that the Easter holiday added approximately $11.3 million to the second quarter and year-to-date sales of fiscal 2013.

Without the effect of the Easter holiday, like store sales increased 1.38% for the thirteen weeks ended March 31, 2013 and like store sales increased 1.10% for the twenty-six weeks of fiscal 2013 compared to the same periods of the prior year.

The Company reported net income for the second quarter ended March 31, 2013 of $11.6 million compared to net income of $16.4 million for second quarter of the prior year. Net income for the twenty-six week period of fiscal 2013 was $17.0 million compared to $25.4 million for the twenty-six week period of fiscal 2012.

Brown said, “During these tough economic times, we have made a conscious marketing decision to help our 'Valued Customers' by keeping our prices low while providing them quality and value on each of their visits to their Stater Bros. supermarket. The reduction in our current year net income reflects a decrease in gross profit margins. We have sacrificed gross margin in the current year periods in order to maintain and grow customer counts.

Because we have kept our promise to our customers by keeping our prices low, our quality high and providing our customers great customer service, our customers have responded by continuing to shop at their local Stater Bros. supermarket. We have retained our valued customers and have grown customer counts even though the economy in our marketing area continues to be challenged.”

Stater Bros. is the largest privately owned Supermarket Chain in Southern California and the largest private employer in both San Bernardino County and Riverside County, with annual sales in 2012 of $3.9 billion. The Company currently operates 166 Supermarkets, and there are nearly 18,000 members of the Stater Bros. Supermarket Family.

STATER BROS ... PROUDLY SERVING SOUTHERN CALIFORNIA FAMILIES FOR 77 YEARS

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited
	9/30/2012		3/31/2013
Assets
Current assets
Cash and cash equivalents	$	219,800	$	236,804
Receivables, net	47,902		47,204
Inventories	229,117		232,188
Other	46,340		44,837
Total current assets	543,159		561,033
Property and equipment, net	607,504		590,771
Deferred debt issuance costs, net	8,397		7,278
Other	49,262		53,507
Total assets	$	1,208,322	$	1,212,589
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	147,544	$	148,938
Accrued expenses and other liabilities	165,951		152,678
Current portion of long-term debt	12,661		15,660
Total current liabilities	326,156		317,276
Long-term debt, less current portion	633,521		622,646
Capital lease obligations, less current portion	1,186		669
Other long-term liabilities	164,837		177,329
Total stockholder’s equity	82,622		94,669
Total liabilities and stockholder’s equity	$	1,208,322	$	1,212,589

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited
	13 Weeks Ended			13 Weeks Ended			26 Weeks Ended			26 Weeks Ended
	03/25/12			3/31/13			03/25/12			03/31/13
Sales	$	937,663		$	961,896		$	1,898,387		$	1,930,640
Gross profit	260,686			258,772			520,367			509,501
Operating expenses:
Selling, general and administrative expenses	209,829			215,965			431,700			436,044
(Gain) loss on sale of property and equipment	27			6			(612		)	(1,927		)
Depreciation and amortization	11,371			11,566			22,783			23,249
Total operating expenses	221,227			227,537			453,871			457,366
Operating profit	39,459			31,235			66,496			52,135
Interest income	28			21			64			44
Interest expense	(11,735		)	(11,768		)	(23,684		)	(23,577		)
Income before income taxes	27,752			19,488			42,876			28,602
Income taxes	11,319			7,890			17,433			11,555
Net income	$	16,433		$	11,598		$	25,443		$	17,047