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): August 11, 2009

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

Delaware (State or other jurisdiction of incorporation)	33-0350671 (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02 Results of Operations and Financial Condition

On August 11, 2009, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces Third Quarter Results.” 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) Exhibits

99.1 Text of press release, dated August 11, 2009, entitled “Stater Bros. Holdings Inc. Announces Third Quarter Results.”

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.
By:	/s/ Phillip J. Smith
	Phillip J. Smith
	Executive Vice President and Chief Financial Officer

Date: August 12, 2009

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated August 11, 2009, entitled “Stater Bros. Holdings Inc. Announces Third Quarter Results.”

EX-99.1

EXHIBIT 99.1

P.O. Box 150
San Bernardino, California 92402 Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909) 733-5287

P R E S S R E L E A S E
For Immediate Release
Tuesday, August 11, 2009

STATER BROS. HOLDINGS INC. ANNOUNCES
THIRD QUARTER RESULTS

San Bernardino, California — August 11, 2009: Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week third quarter and thirty-nine week year-to-date periods ended on June 28, 2009.

Sales for the thirteen week third quarter ended June 28, 2009 decreased 0.43% to $928.6 million compared to $932.7 million for the thirteen weeks ended June 29, 2008. The Easter holiday fell in the second quarter of fiscal 2008 and in the third quarter of fiscal 2009. After taking into consideration the timing effect of the Easter Holiday, like store sales decreased 1.81% for the thirteen weeks ended June 28, 2009.

Total sales for the thirty-nine weeks ended June 28, 2009, increased $17.8 million or 0.64% and amounted to $2.82 billion compared to $2.80 billion for the same period in fiscal 2008. Year-to-date like store sales increased 0.09% in fiscal 2009 compared to the same period in fiscal 2008.

The Company reported net income of $15.1 million and $9.2 million in the third quarters of fiscal 2009 and fiscal 2008, respectively. Net income for the fiscal year-to-date periods amounted to $29.8 million in 2009 and $33.5 million in 2008.

Brown said, “We are pleased with our operating results for the quarter and the first thirty-nine weeks of our fiscal year. During these tough economic times, we remain committed to assisting our “Valued Customer” by providing them the best possible purchasing value for their shopping dollar and by providing friendly service and a satisfying shopping experience on each and every one of their visits to our Supermarkets.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 167 Supermarkets through its wholly owned subsidiary, Stater Bros. Markets.

For information contact: Jack H. Brown, Chairman, President and Chief Executive Officer at (909) 733-5000.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 73 GOLDEN YEARS
# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited

	09/28/2008		06/28/2009
Assets
Current assets
Cash and cash equivalents	$	144,939	$	158,459
Restricted cash		5,621		3,121
Receivables, net		48,524		40,530
Inventories		230,218		234,471
Assets held for sale		81,611		79,057
Other		34,291		35,274
Total current assets		545,204		550,912
Property and equipment, net		660,063		662,962
Deferred debt issuance costs, net		14,478		12,070
Other		60,219		63,736
Total assets	$	1,279,964	$	1,289,680
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	157,925	$	153,452
Accrued expenses and other liabilities		136,197		113,429
Liabilities held for sale		15,984		11,309
Current portion of capital lease obligations		1,148		1,286
Total current liabilities		311,254		279,476
Long-term debt		810,000		810,000
Capital lease obligations, less current portion		5,104		4,121
Other long-term liabilities		113,100		125,773
Total stockholder’s equity		40,506		70,310
Total liabilities and stockholder’s equity	$	1,279,964	$	1,289,680

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited

	13 Weeks			13 Weeks			39 Weeks			39 Weeks
	Ended			Ended			Ended			Ended
	06/29/08			06/28/09			06/29/08			06/28/09
Sales	$	932,668		$	928,641		$	2,801,059		$	2,818,890
Gross profit		249,221			254,216			749,928			756,904
Operating expenses:
Selling, general and administrative expenses		207,853			203,277			620,703			620,593
Depreciation and amortization		12,996			13,146			39,069			40,058
Total operating expenses		220,849			216,423			659,772			660,651
Operating profit		28,372			37,793			90,156			96,253
Interest income		962			86			4,975			416
Interest expense		(14,904	)		(16,923	)		(42,907	)		(51,371	)
Other income, net		99			601			2,839			707
Income before income taxes		14,529			21,557			55,063			46,005
Income taxes		5,350			6,415			21,602			16,201
Net income	$	9,179		$	15,142		$	33,461		$	29,804