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 7, 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 August 7, 2007, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces Third 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 August 7, 2007, entitled “Stater Bros. Holdings Inc. Announces Third 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.
/s/ Phillip J. Smith
By:	Phillip J. Smith
	Executive Vice President and Chief Financial Officer

Date: August 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated August 7, 2007, entitled “Stater Bros. Holdings Inc. Announces Third Quarter Results — Sales and Net Income Increase at Stater Bros.”.

EX-99.1

Exhibit 99.1

21700 Barton Road
P.O. Box 150
Colton, California 92324 Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909)783-5287

P R E S S  R E L E A S E
For Immediate Release
Tuesday, August 7, 2007

STATER BROS. HOLDINGS INC. ANNOUNCES THIRD QUARTER RESULTS

SALES AND NET INCOME INCREASE AT STATER BROS.

Colton, California (August 7, 2007)- 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 period ended on June 24, 2007.

Sales for the thirteen week third quarter ended June 24, 2007, increased 2.71% to $910.2 million compared to $886.2 million for the third quarter ended June 25, 2006. Like store sales increased 1.73% or $14.7 million for the thirteen weeks ended June 24, 2007. These are record sales for the third quarter.

Total sales for the thirty-nine weeks ended June 24, 2007, increased $63.5 million or 2.43% and amounted to $2.68 billion compared to $2.62 billion for the same period in fiscal 2006. Year-to-date like store sales increased 1.55% in fiscal 2007 compared to the same period in fiscal 2006.

The Company reported net income for the thirteen week third quarter ended June 24, 2007 of $15.6 million compared to net income of $5.7 million for the thirteen weeks ended June 25, 2006. Net income for the fiscal year-to-date periods amounted to $39.0 million in 2007 and $15.3 million in 2006.

Brown said; “We are pleased with our operating results for the quarter and the first thirty-nine weeks of our fiscal year. Our sales and earnings trends continue to reflect positively on our operations. I’m especially pleased with our expense control and continued improvement in shrink management. We remain committed to our ‘Valued Customers’ and to providing them a friendly and satisfying shopping experience on each and every one of their visits to our Supermarkets. Our continued commitment to being the low price leader is even more important to the families we serve during these tight economic conditions.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 163 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						39 Weeks Ended
	06/25/06			06/24/07			06/25/06			06/24/07
Sales	$	886,221		$	910,229		$	2,617,138		$	2,680,645
Gross profit		229,700			253,787			688,927			745,121
Operating expenses
Selling, general and administrative expenses		193,451			199,849			590,227			605,335
Depreciation and amortization		11,898			12,313			33,315			36,282
Total operating expenses		205,349			212,162			623,542			641,617
Operating profit		24,351			41,625			65,385			103,504
Interest income		2,627			4,930			7,515			10,475
Interest expense		(14,731	)		(20,782	)		(44,271	)		(48,816	)
Other income (expenses), net		(702	)		159			(1,395	)		(9	)
Income before income taxes		11,545			25,932			27,234			65,154
Income taxes		5,803			10,330			11,984			26,190
Net income	$	5,742		$	15,602		$	15,250		$	38,964

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

	9/24/06			06/24/07
Assets
Current assets
Cash	$	198,545		$	274,096
Restricted cash		24,121			8,121
Short-term investments		26,849			—
Receivables, net		39,173			48,352
Inventories		196,031			199,328
Other		30,122			30,751
Total current assets		514,841			560,648
Property and equipment, net		497,073			564,268
Deferred debt issuance costs, net		15,972			17,828
Other assets		30,206			44,624
Total assets	$	1,058,092		$	1,187,368
Liabilities and stockholder’s equity (deficit)
Current liabilities
Accounts payable	$	155,827		$	153,635
Accrued expenses and other liabilities		124,680			115,594
Current portion of capital lease obligations		1,054			974
Total current liabilities		281,561			270,203
Long-term debt		700,000			810,000
Capital lease obligations, less current portion		7,294			6,551
Other long-term liabilities		80,316			92,729
Total stockholder’s equity (deficit)		(11,079	)		7,885
Total liabilities and stockholder’s equity (deficit)	$	1,058,092		$	1,187,368