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 8, 2007

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.)
21700 Barton Road Colton, California	92324
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 783-5000

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))

Item 2.02 Results of Operations and Financial Condition

On May 8, 2007, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings’ Announces Second Quarter Results — Sales and Net Income Increase at Stater Bros.”. 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 8, 2007, entitled “Stater Bros. Holdings’ Announces Second Quarter Results — Sales and Net Income Increase at Stater Bros.”.

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: May 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 8, 2007, entitled “Stater Bros. Holdings’ Announces Second Quarter Results — Sales and Net Income Increase at Stater Bros.”.

EX-99.1

Exhibit 99.1

STATER BROS. HOLDINGS INC. ANNOUNCES SECOND QUARTER RESULTS
SALES AND NET INCOME INCREASE AT STATER BROS.

Colton, California. May 8, 2007; Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week second quarter and twenty-six week year-to-date period ended on March 25, 2007.

Sales for the thirteen week second quarter ended March 25, 2007, increased 0.27% to $866.1 million compared to $863.8 million for the thirteen weeks ended March 26, 2006. The timing of Christmas Day resulted in one less sales day in the second quarter of 2007 compared to the second quarter of fiscal 2006. Christmas Day, the only day the Company’s stores are closed, fell in second quarter fiscal 2007 and the first quarter of fiscal 2006. After taking into consideration the effect of Christmas Day, like store sales increased 1.5% for the thirteen weeks ended March 25, 2007.

Total sales for the twenty-six weeks ended March 25, 2007, increased $39.5 million or 2.28% and amounted to $1.77 billion compared to $1.73 billion for the same period in fiscal 2006. Year-to-date like store sales increased 1.45% in fiscal 2007 compared to the same period in fiscal 2006.

The Company reported net income for the thirteen week second quarter ended March 25, 2007 of $13.5 million compared to net income of $6.2 million for the thirteen weeks ended March 26, 2006. Net income for the fiscal year-to-date periods amounted to $23.4 million in 2007 and $9.5 million in 2006.

Brown said; “We were pleased with our operating results for the quarter and the first twenty-six weeks of our fiscal year. While we look forward to the challenges of a changing marketplace, all of our “Valued Customers” will continue to have the Stater Bros. Family’s commitment to provide a friendly and satisfying shopping experience on each and every one of their visits to our Supermarkets and our commitment to being the low price leader.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 162 supermarkets through its wholly owned subsidiary, Stater Bros. Markets. Stater Bros. Markets also owns and operates Santee Dairies, manufacturer of quality “Heartland Farms” dairy products.

For information contact: Jack H. Brown, Chairman, President and Chief Executive Officer at (909) 783-5000.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 70 GOLDEN YEARS
# # #

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

	13 Weeks Ended						26 Weeks Ended
	03/26/06			03/25/07			03/26/06			03/25/07
Sales	$	863,751		$	866,062		$	1,730,917		$	1,770,416
Gross profit		232,512			249,444			459,227			491,334
Operating expenses
Selling, general and administrative expenses		198,011			203,685			396,776			405,486
Depreciation and amortization		11,059			12,085			21,417			23,969
Total operating expenses		209,070			215,770			418,193			429,455
Operating profit		23,442			33,674			41,034			61,879
Interest income		2,378			2,719			4,888			5,545
Interest expense		(14,964	)		(13,749	)		(29,540	)		(28,034	)
Other income (expenses), net		(617	)		3			(693	)		(168	)
Income before income taxes		10,239			22,647			15,689			39,222
Income taxes		4,063			9,187			6,181			15,860
Net income	$	6,176		$	13,460		$	9,508		$	23,362

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

	9/24/06			03/25/07
Assets
Current assets
Cash	$	198,545		$	228,169
Restricted cash		24,121			8,121
Short-term investments		26,849			—
Receivables, net		39,173			40,718
Inventories		196,031			194,688
Other		30,122			31,278
Total current assets		514,841			502,974
Property and equipment, net		497,073			529,046
Deferred debt issuance costs, net		15,972			14,444
Other assets		30,206			40,875
Total assets	$	1,058,092		$	1,087,339
Liabilities and stockholder’s equity (deficit)
Current liabilities
Accounts payable	$	155,827		$	153,431
Accrued expenses and other liabilities		124,680			125,225
Current portion of capital lease obligations		1,054			940
Total current liabilities		281,561			279,596
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		7,294			6,807
Other long-term liabilities		80,316			88,653
Total stockholder’s equity (deficit)		(11,079	)		12,283
Total liabilities and stockholder’s equity (deficit)	$	1,058,092		$	1,087,339