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 18, 2012

BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
INDIANA	0-8445	37-0684070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
17802 IH 10 West, Suite 400 San Antonio, Texas		78257
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 344-3400

(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 (see General Instruction A.2. below):

o 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))

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Item 2.02.  Results of Operations and Financial Condition.

On May 18, 2012, Biglari Holdings Inc. (the “Company”) issued a Press Release announcing its financial results for its second fiscal quarter, which ended April 11, 2012.  The Company’s Press Release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed  “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company on May 18, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

May 18, 2012	BIGLARI HOLDINGS INC.
	By:	/s/ Bruce Lewis
		Name:	Bruce Lewis
		Title:	Controller

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Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by the Company on May 18, 2012.

EX-99.1

Exhibit 99.1

BIGLARI HOLDINGS INC.

NEWS RELEASE

San Antonio, TX, May 18 – Biglari Holdings Inc. (NYSE: BH) announces its fiscal second quarter 2012 results:

Biglari Holdings Inc.’s operating results for the sixteen and twenty-eight weeks, which ended April 11, 2012, are summarized below.  To become apprised fully of our results, shareholders should carefully study our 10-Q, which has been posted at www.biglariholdings.com.

(Amounts in $000s)
	Sixteen Weeks Ended						Twenty-Eight Weeks Ended
	April 11,			April 13,			April 11,			April 13,
	2012			2011			2012			2011
Operating earnings before interest and taxes	$	7,889		$	8,544		$	18,738		$	18,565
Biglari Holdings investment gains		378			398			3,973			3,451
Consolidated affiliated partnerships investment gains and other income		1,933			365			4,133			3,472
Interest expense		(2,533	)		(867	)		(4,388	)		(1,432	)
Income taxes		(2,136	)		(2,687	)		(6,896	)		(7,028	)
Earnings attributable to noncontrolling interests		(1,003	)		(108	)		(2,237	)		(1,920	)
Net earnings attributable to Biglari Holdings Inc.	$	4,528		$	5,645		$	13,323		$	15,108

Analysis of Results:

In the second quarter Steak n Shake’s same-store sales advanced 4.8%, principally because customer traffic expanded by 5.2%. Steak n Shake’s earnings before interest and taxes increased to $13.1 million, up from $9.5 million in the second quarter of fiscal 2011.

Biglari Holdings has $27.5 million of pre-tax unrealized investment gains, all generated in fiscal 2012. Biglari Holdings carries its investments at market value, with unrealized appreciation, net of income tax effect, included as a separate component of shareholders’ equity. Shareholders’ equity can increase by the retention of earnings as well as by unrealized gains on marketable securities (after the effect of income tax, reflecting the amount of taxes that would be paid if gains were realized).

In the above table, we separate earnings from our operating businesses from investment and derivative gains/losses at the holding company. Realizing gains (or losses) in any given quarter can materially impact and thereby distort net income figures as well as comparisons between periods. Because no predictive value exists, we encourage investors to analyze closely our business performance before they interpret the impact of realized gains.

About Biglari Holdings Inc.

Biglari Holdings Inc. is a holding company engaged in a number of diverse business activities. Its most important operating subsidiaries are involved in investment management and the franchising/operating of restaurants. All major operating, investment, and capital allocation decisions are made by Sardar Biglari, Chairman and Chief Executive Officer, on behalf of the Company and its main operating subsidiaries.

Comment on Regulation G

This press release contains certain non-GAAP financial measures. In addition to the GAAP presentations of net earnings, Biglari Holdings defines operating earnings before interest and taxes outside of the investment gains/losses of the Company and its consolidated affiliated partnerships.

Risks Associated with Forward-Looking Statements

This news release may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements which may concern anticipated future results are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ markedly from those projected or discussed here. Biglari Holdings cautions readers not to place undue reliance upon any such forward-looking statements, for actual results may differ materially from expectations. Biglari Holdings does not update publicly or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Further information on the types of factors that could affect Biglari Holdings and its business can be found in the company's filings with the SEC.

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