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): December 13, 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:

¨ 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 December 13, 2011, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Announces Financial Results for 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 December 13, 2011, entitled “Stater Bros. Announces Financial Results for 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.
	/s/ Phillip J. Smith
By:	Phillip J. Smith Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date: December 14, 2011

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated December 13, 2011, entitled “Stater Bros. Announces Financial Results for 2011.”

EX-99.1

Exhibit 99.1

STATER BROS. ANNOUNCES FINANCIAL RESULTS FOR 2011

SAN BERNARDINO, CALIFORNIA (December 13, 2011)- Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced sales and earnings for the fifty-two week fiscal year ended September 25, 2011.

Sales for the 2011 fiscal year were $3.7 billion, an increase of 2.4% when compared to sales of $3.6 billion for the 2010 fiscal year. Sales for the fourth quarter of fiscal 2011 were $941.9 million compared to $897.4 million for the fourth quarter of 2010. Sales for the quarter increased $44.5 million or 5.0%. Like store sales for the fiscal year and the fourth quarter of 2011 increased 2.5% and 5.0%, respectively.

The Company reported net income of $26.3 million for the 2011 fiscal year compared to $24.6 million in the 2010 fiscal year. The results for the fourth quarters of fiscal 2011 and fiscal 2010 were net income of $6.5 million and $5.9 million, respectively.

Brown said, “The economy in our marketing area remains challenging, and we continue to focus on the value we can pass on to our ‘Valued Customers’ to assist them and their families during these difficult times, so they can get the most out of their shopping dollars. Our ‘Valued Customers’ deserve a friendly and satisfying experience on each and every one of their visits to our Supermarkets. It is our mission to control costs where we are able as we weather the effect of these tough economic times.”

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 ... PROUDLY SERVING SOUTHERN CALIFORNIA FAMILIES FOR 75 YEARS

# # #

STATER BROS. HOLDINGS INC.

Condensed Consolidated Balance Sheets

(In thousands)

Unaudited

	09/26/10		09/25/11
Assets
Current assets
Cash and cash equivalents	$	325,005	$	235,784
Restricted cash		3,121		3,121
Receivables, net		35,614		32,166
Inventories		203,702		231,121
Other		56,107		43,299
Total current assets		623,549		545,491
Property and equipment, net		644,064		625,423
Deferred debt issuance costs, net		8,074		10,690
Other		47,100		51,163
Total assets	$	1,322,787	$	1,232,767
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	135,642	$	141,030
Accrued expenses and other liabilities		147,972		164,527
Current portion of capital lease obligations		1,562		1,107
Current portion of long-term debt		132,250		38,798
Total current liabilities		417,426		345,462
Long-term debt, less current portion		677,750		642,577
Capital lease obligations, less current portion		2,206		1,099
Other long-term liabilities		152,272		162,865
Total stockholder’s equity		73,133		80,764
Total liabilities and stockholder’s equity	$	1,322,787	$	1,232,767

STATER BROS. HOLDINGS INC.

Condensed Consolidated Statements of Income

(In thousands)

Unaudited

	13 Weeks Ended 09/26/10			13 Weeks Ended 09/25/11			52 Weeks Ended 09/26/10			52 Weeks Ended 09/25/11
Sales	$	897,394		$	941,846		$	3,606,839		$	3,693,306
Gross profit		249,696			255,666			969,948			990,892
Operating expenses:
Selling, general and administrative expenses		210,828			220,615			819,698			841,527
Gain on sale of dairy assets		—			—			(9,396	)		—
Depreciation and amortization		12,749			12,067			50,822			48,413
Total operating expenses		223,577			232,682			861,124			889,940
Operating profit		26,119			22,984			108,824			100,952
Interest income		254			20			366			708
Interest expense		(16,970	)		(11,859	)		(68,516	)		(57,296	)
Other income (loss), net		475			(11	)		497			82
Income before income taxes		9,878			11,134			41,171			44,446
Income taxes		3,954			4,668			16,587			18,156
Net income	$	5,924		$	6,466		$	24,584		$	26,290