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 18, 2012

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 18, 2012, Stater Bros. Holdings Inc. issued a press release entitled “Stater Sales, Increased Customers and Reduced Interest Expense Improve Earnings in Fiscal 2012.” 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.

(d) Exhibits

99.1 Text of press release, dated December 18, 2012, entitled “Stater Sales, Increased Customers and Reduced Interest Expense Improve Earnings in Fiscal 2012.”

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/ David J. Harris
By:	David J. Harris Senior Vice President – Finance And Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

Date: December 26, 2012

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated December 18, 2012, entitled “Stater Sales, Increased Customers and Reduced Interest Expense Improve Earnings in Fiscal 2012.”

EX-99.1

Exhibit 99.1

STATERS SALES, INCREASED CUSTOMERS AND REDUCED INTEREST

EXPENSE IMPROVE EARNINGS IN FISCAL 2012

San Bernardino, California (December 18, 2012) - Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced sales and earnings for the fifty-three week fiscal year ended September 30, 2012.

The Company’s fourth quarter and fiscal 2012 sales are affected by the fourth quarter being a fourteen week quarter and the fiscal year being a fifty-three week year versus a normal thirteen week quarter and fifty-two week year. Fiscal 2012 sales were $3.9 billion. The extra week in fiscal 2012 added $67.8 million or 1.83% to sales. Normalized thirteen week 2012 fourth quarter sales were $957.2 million compared to fourth quarter sales in fiscal 2011 of $941.8 million an increase of $15.4 million. Normalized fifty-two week fiscal 2012 sales were $3.8 billion compared to fiscal 2011 sales of $3.7 billion an increase of $112.1 million. Like store sales increased 1.64% in the fourth quarter and 3.04% in fiscal 2012 over the same periods of the prior year.

The Company reported net income of $5.0 million the fourth quarter of fiscal 2012 and $5.6 million in the fourth quarter of fiscal 2011. Net income was $37.7 million and $26.3 million for fiscal 2012 and fiscal 2011, respectively. The Company’s fiscal 2012 net income was favorably benefited by a reduction in pre-tax interest expense of $9.4 million compared to fiscal 2011.

Brown said, “We are pleased with our fiscal 2012 results. We increased sales, increased customers and reduced our interest expense by $9.4 million. Our success in the current year is due to our valued customers responding favorably to our marketing efforts which have emphasized quality and value and has attracted new customers in fiscal 2012. Our results reflect the benefit of our debt refinancing last year which has significantly reduced our interest expense. The reduction in interest expense is just one measure that we’ve taken to reduce cost which has allowed us to keep prices low to our customers. During these tough economic times, low prices and value are even more important as our customers continue to face challenges to their home budgets.”

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 2011 of $3.7 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 76 YEARS

# # #

STATER BROS. HOLDINGS INC.

Condensed Consolidated Balance Sheets

(In thousands)

Unaudited

	09/25/11		09/30/12
Assets
Current assets
Cash and cash equivalents	$	235,784	$	219,800
Restricted cash		3,121		—
Receivables, net		32,166		47,902
Inventories		231,121		229,117
Other		43,299		46,340
Total current assets		545,491		543,159
Property and equipment, net		625,423		607,504
Deferred debt issuance costs, net		10,690		8,397
Other		51,163		49,262
Total assets	$	1,232,767	$	1,208,322
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	135,911	$	147,544
Accrued expenses and other liabilities		169,646		165,951
Current portion of capital lease obligations		1,107		1,242
Current portion of long-term debt		38,798		11,419
Total current liabilities		345,462		326,156
Long-term debt, less current portion		642,577		633,521
Capital lease obligations, less current portion		1,099		1,186
Other long-term liabilities		162,865		164,837
Total stockholder’s equity		80,764		82,622
Total liabilities and stockholder’s equity	$	1,232,767	$	1,208,322

STATER BROS. HOLDINGS INC.

Condensed Consolidated Statements of Income

(In thousands)

Unaudited

	13 Weeks Ended 09/25/11			14 Weeks Ended 09/30/12			52 Weeks Ended 09/25/11			53 Weeks Ended 09/30/12
Sales	$	941,846		$	1,025,044		$	3,693,306		$	3,873,203
Gross profit		255,666			268,019			990,892			1,039,608
Operating expenses:
Selling, general and administrative expenses		220,615			234,710			841,527			882,740
Depreciation and amortization		12,067			12,370			48,413			46,503
Total operating expenses		232,682			247,080			889,940			929,243
Operating profit		22,984			20,939			100,952			110,365
Interest income		20			27			708			116
Interest expense		(11,859	)		(12,568	)		(57,296	)		(47,882	)
Other income, net		(11	)		40			82			978
Income before income taxes		11,134			8,438			44,446			63,577
Income taxes		4,668			3,450			18,156			25,868
Net income	$	6,466		$	4,988		$	26,290		$	37,709