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 10, 2011

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

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:

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 May 10, 2011, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces Sales and Customer Count Increases in the Second Quarter of 2011.” 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 May 10, 2011, entitled “Stater Bros. Holdings Inc. Announces Sales and Customer Count Increases in the Second Quarter of 2011.”

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, Chief Financial Officer and Chief Accounting Officer

Date: May 11, 2011

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 10, 2011, entitled “Stater Bros. Holdings Inc. Announces Sales and Customer Count Increases in the Second Quarter of 2011.”

EX-99.1

EXHIBIT 99.1

STATER BROS. HOLDINGS INC. ANNOUNCES
SALES AND CUSTOMER COUNT INCREASES IN THE SECOND QUARTER OF 2011

SAN BERNARDINO, CALIFORNIA (May 10, 2011)- 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 27, 2011.

The Company’s consolidated sales in the thirteen weeks ended March 27, 2011 were $913.4 million up $27.9 million or 3.15% from the thirteen weeks ended March 28, 2010 consolidated sales of $885.5 million.

At $1.81 billion, the Company’s twenty-six weeks ended March 27, 2011 supermarket sales were up $6.6 million over the same period of fiscal 2010.

Like store sales increased 3.15% or $27.9 million for the thirteen weeks ended March 27, 2011 compared to the thirteen weeks ended March 28, 2010. Like store sales increased 0.37% or $6.6 million for the twenty-six weeks of fiscal 2011 compared to the same period of the prior year.

The Company reported net income for the thirteen week second quarter ended March 27, 2011 of $8.8 million compared to net income of $6.0 million for the thirteen week second quarter ended March 28, 2010. Net income for the twenty-six week period of fiscal 2011 was $10.0 million compared to $12.7 million for the twenty-six week period of fiscal 2010. Fiscal 2010 year-to-date net income included an after-tax gain of $5.6 million from the sale of the Company’s dairy assets. Excluding the after-tax gain in fiscal 2010, year-to-date net income for fiscal 2011 increased $2.9 million over net income from the prior year.

Brown said, “These results are due to the dedication of the Stater Bros. ‘Family’ and the loyalty of our customers many of those whom we have served for over three generations.”

“I am especially proud of our increases in the second quarter of nearly one million customers who appreciate our commitment to help their families during these ‘tough times’ by keeping our low prices and sharing their pain.”

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 2010 of $3.6 billion. The Company currently operates 167 Supermarkets, and there are over 18,000 members of the Stater Bros. Supermarket Family.

STATER BROS ... PROUDLY SERVING SOUTHERN CALIFORNIA FAMILIES FOR 75 YEARS

# # #

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

	09/26/10		03/27/11
Assets
Current assets
Cash and cash equivalents	$	325,005	$	172,888
Restricted cash		3,121		3,121
Receivables, net		35,614		42,549
Inventories		203,702		235,608
Other		56,107		53,330
Total current assets		623,549		507,496
Property and equipment, net		644,064		628,173
Deferred debt issuance costs, net		8,074		11,729
Other		47,100		49,390
Total assets	$	1,322,787	$	1,196,788
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	135,642	$	139,659
Accrued expenses and other liabilities		147,972		141,374
Current portion of long-term debt		133,812		8,819
Total current liabilities		417,426		289,852
Long-term debt, less current portion		677,750		677,750
Capital lease obligations, less current portion		2,206		1,449
Other long-term liabilities		152,272		159,106
Total stockholder’s equity		73,133		68,631
Total liabilities and stockholder’s equity	$	1,322,787	$	1,196,788

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

	13 Weeks			13 Weeks			26 Weeks			26 Weeks
	Ended			Ended			Ended			Ended
	03/28/10			03/27/11			03/28/10			03/27/11
Sales	$	885,537		$	913,397		$	1,809,401		$	1,812,434
Gross profit		236,445			245,137			474,595			483,910
Operating expenses:
Selling, general and administrative expenses		198,018			205,959			403,306			409,477
Gain on sale of dairy assets		(1,446	)		—			(9,396	)		—
Depreciation and amortization		12,788			12,071			25,454			24,515
Total operating expenses		209,360			218,030			419,364			433,992
Operating profit		27,085			27,107			55,231			49,918
Interest income		26			216			85			475
Interest expense		(17,374	)		(12,637	)		(34,563	)		(33,610	)
Other income (expenses), net		16			2			5			(90	)
Income before income taxes		9,753			14,688			20,758			16,693
Income taxes		3,786			5,914			8,080			6,655
Net income	$	5,967		$	8,774		$	12,678		$	10,038