UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 3031, ~~2012~~ 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition from to

Commission file number 001-13222

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		33-0350671
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification 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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller Reporting Company ¨.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

As of ~~February~~May 1213, 2013, there were issued and outstanding

33,179 shares of the registrant’s Class A Common Stock.

Table of Contents

STATER BROS. HOLDINGS INC.

~~December 30~~March 31, ~~2012~~ 2013

INDEX

		Page	~~Page~~
PART I	FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~
Item 1.	Financial Statements	~~Financial Statements~~
		Consolidated Balance Sheets as of September 30, 2012 and December 30, 2012 (Unaudited)		3
	Consolidated Balance Sheets as of September 30, 2012 and March 31, 2013 (Unaudited)	3
		Consolidated Statements of Income and Comprehensive Income (Unaudited) For the 13 weeks endedDecember 25, 2011 and December 30, 2012		5
	Consolidated Statements of Income and Comprehensive Income (Unaudited) for the thirteen weeks ended March 25, 2012 and March 31, 2013	5
		Consolidated Statements of Cash Flows (Unaudited) for the 13 weeks ended December 25, 2011 andDecember 30, 2012		6
	Consolidated Statements of Income and Comprehensive Income (Unaudited) for the twenty-six weeks ended March 25, 2012 and March 31, 2013	6
		Notes to Consolidated Financial Statements (Unaudited)		7
	Consolidated Statements of Cash Flows (Unaudited) for the twenty-six weeks ended March 25, 2012 and March 31, 2013	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 3.		Quantitative and Qualitative Disclosure about Market Risk		20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4.		Controls and Procedures		20
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	18
PART II		OTHER INFORMATION
Item 4.	Controls and Procedures	18
Item 1.		Legal Proceedings		20
PART II	OTHER INFORMATION
Item 1A.		Risk Factors		21
Item 1.	Legal Proceedings	18
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 1A.	Risk Factors	19
Item 3.		Defaults Upon Senior Securities		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 4.		(Removed and Reserved)		22
Item 3.	Defaults Upon Senior Securities	20
Item 5.		Other Information		22
Item 4.	(Removed and Reserved)	20
Item 6.		Exhibits		22
Item 5.	Other Information	20
SIGNATURES				23
Item 6.	Exhibits	20
SIGNATURES		21

Table of Contents

PART I - FINANCIAL INFORMATION



Item 1.	FINANCIAL STATEMENTS

STATER BROS. HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

		Sept. 30,2012				Dec. 30,2012
	Sep 30, 2012				Mar 31, 2013
					(Unaudited)	~~(Unaudited)~~
ASSETS
Current assets
Cash and cash equivalents	$	$219,800	~~219,800~~		$	$236,804	~~189,018~~
Receivables, net of allowance of $1,323 and $1,323	37,427		~~37,427~~		43,242		~~41,910~~
Income tax receivable	10,475		~~10,475~~		3,962		~~7,243~~
Inventories	229,117		~~229,117~~		232,188		~~254,073~~
Prepaid expenses	17,221		~~17,221~~		18,831		~~17,709~~
Deferred income taxes, current portion	28,519		~~28,519~~		25,406		~~25,798~~
Note receivable, current portion	600		~~600~~		600		~~600~~
Total current assets	543,159		~~543,159~~		561,033		~~536,351~~
Property and equipment
Land	109,729		~~109,729~~		108,566		~~109,666~~
Buildings and improvements	582,282		~~582,282~~		585,458		~~583,424~~
Store fixtures and equipment	465,576		~~465,576~~		470,349		~~468,088~~
Property subject to capital leases	11,410		~~11,410~~		11,615		~~11,615~~
	1,168,997		~~1,168,997~~		1,175,988		~~1,172,793~~
Less accumulated depreciation and amortization	561,493		~~(561,493~~	)	585,217		~~(572,570~~	)
	607,504		~~607,504~~		590,771		~~600,223~~
Deferred income taxes, less current portion	41,945		~~41,945~~		46,566		~~44,233~~
Deferred debt issuance costs, net	8,397		~~8,397~~		7,278		~~7,838~~
Note receivable, less current portion	1,423		~~1,423~~		1,019		~~1,219~~
Other assets	5,894		~~5,894~~		5,922		~~5,906~~
	57,659		~~57,659~~		60,785		~~59,196~~
Total assets	$	$1,208,322	~~1,208,322~~		$	$1,212,589	~~1,195,770~~

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

STATER BROS. HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS (contd.)

(In thousands, except share amounts)

		Sept. 30,2012				Dec. 30,2012
	Sep 30, 2012				Mar 31, 2013
					(Unaudited)	~~(Unaudited)~~
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	$147,544	~~147,544~~		$	$148,938	~~153,008~~
Accrued payroll and related expenses	103,918		~~103,918~~		90,942		~~94,996~~
Accrued interest	18,164		~~18,164~~		18,082		~~7,937~~
Other accrued liabilities	43,869		~~43,869~~		43,654		~~43,450~~
Current portion of capital lease obligations	1,242		~~1,242~~		1,160		~~1,236~~
Current portion of long-term debt	11,419		~~11,419~~		14,500		~~13,232~~
Total current liabilities	326,156		~~326,156~~		317,276		~~313,859~~
Long-term debt, less current portion	633,521		~~633,521~~		622,646		~~629,896~~
Capital lease obligations, less current portion	1,186		~~1,186~~		669		~~897~~
Long-term portion of self-insurance and other reserves	43,796		~~43,796~~		50,603		~~48,922~~
Long-term deferred benefits			70,118				68,647
Long-term portion of deferred benefits	70,118				74,977
Accrued pension and other	50,923		~~50,923~~		51,749		~~50,478~~
Total liabilities	1,125,700		~~1,125,700~~		1,117,920		~~1,112,699~~
Commitments and contingencies
Stockholder’s equity
Common Stock, $.01 par value:
Authorized shares - 100,000 Issued and outstanding shares - 0 in 2012 and 2013			—				—
Authorized shares - 100,000, issued and outstanding shares - 0 in 2012 and 2013	—				—
Class A Common Stock, $.01 par value:
Authorized shares - 100,000 Issued and outstanding shares - 33,179 in 2012 and 2013			—				—
Authorized shares - 100,000, issued and outstanding shares - 33,179 in 2012 and 2013	—				—
Additional paid-in capital	8,437		~~8,437~~		8,437		~~8,437~~
Accumulated other comprehensive loss	(30,126		~~(30,126~~)	)	(30,126		~~(30,126~~)	)
Retained earnings	104,311		~~104,311~~		116,358		~~104,760~~
Total stockholder’s equity	82,622		~~82,622~~		94,669		~~83,071~~
Total liabilities and stockholder’s equity	$	$1,208,322	~~1,208,322~~		$	$1,212,589	~~1,195,770~~

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

STATER BROS. HOLDINGS INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share and share amounts)

		13 Weeks Ended
	Thirteen Weeks Ended
		Dec. 25,2011				Dec. 30,2012
	Mar 25, 2012				Mar 31, 2013
Sales	$	$937,663	~~960,724~~		$	$961,896	~~968,744~~
Cost of goods sold	676,977		~~701,043~~		703,124		~~718,015~~
Gross profit	260,686		~~259,681~~		258,772		~~250,729~~
Operating expenses
Selling, general and administrative expenses	209,829		~~221,871~~		215,965		~~220,079~~
Gain on sale of property and equipment			(639	)			(1,933	)
Loss on sale of property and equipment	27				6
Depreciation and amortization	11,371		~~11,412~~		11,566		~~11,683~~
Total operating expenses	221,227		~~232,644~~		227,537		~~229,829~~
Operating profit	39,459		~~27,037~~		31,235		~~20,900~~
Interest income	28		36		21		23
Interest expense	(11,735		~~(11,949~~)	)	(11,768		~~(11,809~~)	)
Income before income taxes	27,752		~~15,124~~		19,488		~~9,114~~
Income taxes	11,319		~~6,114~~		7,890		~~3,665~~
Net income and comprehensive income	$	$16,433	~~9,010~~		$	$11,598	~~5,449~~
Earnings per average common share outstanding	$	$486.70	~~266.28~~		$	$349.56	~~164.23~~
Average common shares outstanding	33,764		~~33,837~~		33,179	$	~~33,179~~

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

STATER BROS. HOLDINGS INC.

CONSOLIDATED STATEMENTS OF ~~CASH~~INCOME ~~FLOWS~~AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands), except per share and share amounts)

		13 Weeks Ended
	Twenty-Six Weeks Ended
		Dec. 25,2011				Dec. 30,2012
	Mar 25, 2012				Mar 31, 2013
Operating activities:
Sales	$	1,898,387			$	1,930,640
Net income		$	9,010			$	5,449
Cost of goods sold	1,378,020				1,421,139
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gross profit	520,367				509,501
Depreciation and amortization			14,105				14,523
Operating expenses
Amortization of debt issuance costs			566				559
Selling, general and administrative expenses	431,700				436,044
(Increase) decrease in deferred income taxes			(4,908	)			433
Gain on sale of property and equipment	(612		)		(1,927		)
Gain on disposals of assets			(639	)			(1,933	)
Depreciation and amortization	22,783				23,249
Changes in operating assets and liabilities:
Total operating expenses	453,871				457,366
Decrease in restricted cash			3,121				—
Operating profit	66,496				52,135
Increase in receivables			(7,976	)			(4,483	)
Interest income	64				44
Decrease in income tax receivables			—				3,232
Interest expense	(23,684		)		(23,577		)
Increase in inventories			(29,569	)			(24,956	)
Income before income taxes	42,876				28,602
Increase in prepaid expenses			(3,115	)			(488	)
Income taxes	17,433				11,555
Increase in other assets			(7	)			(12	)
Net income and comprehensive income	$	25,443			$	17,047
Increase in accounts payable			24,081				5,464
Earnings per average common share outstanding	$	752.73			$	513.79
Increase in income taxes payable			3,671				—
Average common shares outstanding	33,801				33,179
Decrease in other accrued liabilities			(5,113	)			(19,568	)
Increase in long-term reserves			10,195				3,210
Net cash provided by (used in) operating activities			13,422				(18,570	)
Investing activities:
Collections on note receivable			204				204
Purchase of property and equipment			(12,558	)			(7,388	)
Proceeds from sale of property and equipment			1,035				2,079
Net cash used in investing activities			(11,319	)			(5,105	)
Financing Activities:
Proceeds from capital lease financing			724				—
Principal payments on long-term debt			(1,812	)			(1,812	)
Principal payments on capital lease obligations			(462	)			(295	)
Dividend paid			(5,000	)			(5,000	)
Net cash used in financing activities			(6,550	)			(7,107	)
Net decrease in cash and cash equivalents			(4,447	)			(30,782	)
Cash and cash equivalents at beginning of period			235,784				219,800
Cash and cash equivalents at end of period		$	231,337			$	189,018
Interest paid		$	21,728			$	21,477
Income taxes paid		$	7,350				—

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

STATER BROS. HOLDINGS INC.

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

(Unaudited)

~~DECEMBER~~(In ~~30, 2012~~ thousands)

Note 1 – Basis of Presentation



	Twenty-Six Weeks Ended
	Mar 25, 2012			Mar 31, 2013
Operating activities:
Net income	$	25,443		$	17,047
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,192			28,951
Amortization of debt issuance costs	1,131			1,119
Increase in deferred income taxes	(2,061		)	(1,508		)
Gain on disposals of assets	(612		)	(1,927		)
Changes in operating assets and liabilities:
Decrease in restricted cash	3,121			—
Increase in receivables	(3,166		)	(5,815		)
Decrease in income tax receivables	—			6,513
Increase in inventories	(652		)	(3,071		)
Increase in prepaid expenses	(711		)	(1,610		)
Increase in other assets	(8		)	(28		)
Increase (decrease) in accounts payable	(818		)	1,394
Decrease in income taxes payable	(5,540		)	—
Increase (decrease) in other accrued liabilities	2,895			(13,273		)
Increase (decrease) in long-term liabilities	(761		)	12,492
Net cash provided by operating activities	46,453			40,284
Investing activities:
Collections on note receivable	431			404
Purchase of property and equipment	(21,761		)	(13,500		)
Proceeds from sale of property and equipment	1,040			3,209
Net cash used in investing activities	(20,290		)	(9,887		)
Financing Activities:
Proceeds from capital lease financing	724			—
Principal payments on long-term debt	(32,810		)	(7,794		)
Principal payments on capital lease obligations	(173		)	(599		)
Stock redemption	(8,770		)	—
Dividends paid	(5,000		)	(5,000		)
Net cash used in financing activities	(46,029		)	(13,393		)
Net increase (decrease) in cash and cash equivalents	(19,866		)	17,004
Cash and cash equivalents at beginning of period	235,784			219,800
Cash and cash equivalents at end of period	$	215,918		$	236,804
Interest paid	$	22,981		$	22,557
Income taxes paid	$	25,050		$	6,550

~~The~~See accompanying ~~unaudited~~notes ~~consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions~~ to ~~Form~~unaudited ~~10-Q~~consolidated ~~and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete~~ financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the thirteen weeks ended December 30, 2012 are not necessarily indicative of the results that may be experienced for the fiscal year ending September 29, 2013.

The consolidated balance sheet at September 30, 2012 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. 7

~~For~~Table ~~further~~of ~~information, refer to the consolidated financial statements and footnotes thereto included in the Company’s report on Form 10-K for the fiscal year ended September 30, 2012.~~ Contents

~~Note~~STATER 2BROS. –HOLDINGS ~~Principles of Consolidation~~ INC.

~~The~~NOTES ~~unaudited~~TO ~~consolidated~~CONSOLIDATED ~~financial~~FINANCIAL statements include the accounts of the Company and its wholly-owned subsidiaries, Stater Bros. Markets (“Markets”) and Stater Bros. Development, Inc. (“Development”), and Markets’ wholly-owned subsidiaries, Super Rx, Inc. (“Super Rx”) and SBM Dairies, Inc. (“Dairies”). All significant inter-company transactions have been eliminated in consolidation. STATEMENTS

~~Note 3 – Reclassifications~~ (Unaudited)

~~Certain~~March ~~amounts in prior periods have been reclassified to conform to current period financial statement presentation. For the thirteen weeks ended December 25~~31, 2011, the Company reclassified approximately $0.6 million from Other income, net to Gain on sale of property and equipment in the Consolidated Statements of Income and Comprehensive Income and it reclassified approximately $2.7 million from Accounts payable to Other accrued liabilities in the Statements of Consolidated Cash Flows. 2013

Note 41 – ~~Use~~Basis of ~~Estimates~~ Presentation

The ~~preparation~~accompanying ofunaudited consolidated financial statements have been prepared in ~~conformity~~accordance with generally accepted accounting principles in the United States of America ("GAAP") ~~requires~~for ~~management~~interim financial information and with the instructions to ~~make~~Form ~~estimates~~10-Q and ~~assumptions that~~Article ~~affect~~10 ~~the~~of ~~amounts~~Regulation ~~reported~~S-X. inAccordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. ~~and~~In ~~accompanying~~the ~~notes~~opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. ~~Actual~~Operating results ~~could~~for ~~differ~~the ~~from~~twenty-six ~~those~~weeks ~~estimates.~~ended March 31, 2013 are not necessarily indicative of the results that may be experienced for the fiscal year ending September 29, 2013.

~~Note~~The 5consolidated –balance ~~Income~~sheet ~~Taxes~~at September 30, 2012 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

~~The~~For ~~Company~~further ~~establishes~~information, ~~deferred~~refer ~~tax~~to ~~liabilities~~the ~~for~~consolidated ~~anticipated~~financial ~~tax~~statements ~~timing~~and ~~differences~~footnotes ~~where~~thereto ~~payment~~included ofin ~~tax~~the ~~is anticipated.~~Company’s ~~Such~~report ~~amounts~~on ~~represent~~Form a10-K ~~reasonable provision~~ for ~~taxes~~the ~~ultimately~~fiscal ~~expected~~year toended ~~be paid~~September 30, ~~and the amounts may be adjusted over time as additional information becomes known~~2012.

~~The~~Note ~~Company~~2 ~~does~~– ~~not~~Principles have any material tax positions that did not meet a “more-likely-than-not” recognition threshold. As such, the Company has not recorded any liabilities for uncertain tax positions. During the thirteen weeks ended December 30, 2012, there were no material changes to the amount of ~~uncertain tax positions.~~ Consolidation

The ~~Company~~unaudited ~~recognizes~~consolidated ~~interest~~financial statements include the accounts of the Company and ~~penalties~~its ~~related~~wholly-owned tosubsidiaries, ~~income~~Stater ~~tax~~Bros. ~~deficiencies~~Markets or(“Markets”) ~~assessments~~and byStater ~~taxing~~Bros. ~~authorities~~Development, ~~for~~Inc. ~~any underpayment~~(“Development”), ofand ~~income~~Markets’ ~~taxes~~wholly-owned ~~separately~~subsidiaries, ~~from~~Super ~~income~~Rx, ~~tax~~Inc. ~~expenses~~(“Super asRx”) ~~either~~and ~~interest~~SBM ~~expense~~Dairies, orInc. ~~other~~(“Dairies”). ~~operating~~All ~~expenses~~significant inter-company transactions have been eliminated in consolidation.

~~For~~Note ~~federal~~3 ~~tax~~– purposes, the Company is subject to review of its fiscal 2009 through fiscal 2012 tax returns. During fiscal 2012, the State of California’s Franchise Tax Board concluded their audit of the Company’s 2008 and 2009 state tax returns and made no significant changes to the Company’s reported taxes. For state tax purposes, the Company is subject to review of its fiscal 2010 through fiscal 2012 tax returns. Reclassifications

Certain amounts in prior periods have been reclassified to conform to current period financial statement presentation. For the thirteen and twenty-six weeks ended March 25, 2012, the Company reclassified approximately $(27) thousand and $0.6 million, respectively, from Other income (expense), net to Gain (loss) on sale of property and equipment in the Consolidated Statements of Income and Comprehensive Income. For the twenty-six weeks ended March 25, 2012 the Company reclassified approximately $0.7 million from Accounts payable to Other accrued liabilities in the Statements of Consolidated Cash Flows.

~~Table~~Note 4 – Use of ~~Contents~~Estimates

~~STATER~~The ~~BROS.~~preparation ~~HOLDINGS~~of ~~INC~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~NOTES~~Note TO5 ~~CONSOLIDATED~~– ~~FINANCIAL~~Income ~~STATEMENTS~~ Taxes

~~(Unaudited)~~The Company establishes deferred tax liabilities for anticipated tax timing differences where payment of tax is anticipated. Such amounts represent a reasonable provision for taxes ultimately expected to be paid, and the amounts may be adjusted over time as additional information becomes known.

~~DECEMBER~~The 30Company does not have any material tax positions that did not meet a “more-likely-than-not” recognition threshold. As such, ~~2012~~the Company has not recorded any liabilities for uncertain tax positions. During the twenty-six weeks ended March 31, 2013, there were no material changes to the amount of uncertain tax positions.

~~Note~~The 6Company –recognizes ~~Retirement~~interest ~~Plans~~and penalties related to income tax deficiencies or assessments by taxing authorities for any underpayment of income taxes separately from income tax expenses as either interest expense or other operating expenses.

~~The~~For ~~Company~~federal ~~has~~tax apurposes, ~~Noncontributory Defined Benefit Pension Plan (~~the ~~“Plan”)~~Company ~~covering~~is ~~substantially~~subject ~~all non-union~~to ~~employees.~~review ~~The~~of ~~Plan~~its ~~provides~~fiscal ~~for~~2009 ~~benefits~~through ~~based~~fiscal on2012 antax ~~employee’s~~returns. ~~compensation~~For ~~during~~state ~~the~~tax ~~eligibility~~purposes, ~~period while employed with~~ the Company. ~~The Company’s funding policy for the Plan~~ is tosubject ~~contribute annually at a rate that is intended~~ to ~~provide~~review ~~sufficient~~of ~~assets~~its tofiscal ~~meet~~2010 ~~future~~through ~~benefit~~fiscal ~~payment~~2012 ~~requirements.~~tax ~~The Plan’s investments are recorded at fair value and include cash, which earns interest, governmental securities and corporate bonds and securities~~returns.

~~The following table provides the components of net periodic pension expense:~~ 8

	13 Weeks Ended
	Dec. 25,2011			Dec. 30,2012
	(in thousands)
Expected return on assets	$	(1,024	)	$	(1,176	)
Service cost		975			1,229
Interest cost		1,092			1,114
Amortization of prior service cost		1			1
Amortization of recognized losses		528			726
Net pension expense	$	1,572		$	1,894
Actuarial assumptions used to determine net pension expense were:
Discount rate		4.50	%		3.70	%
Rate of increase in compensation levels		3.00	%		3.00	%
Expected long-term rate of return on assets		6.50	%		6.00	%

Table of Contents

~~The~~STATER ~~Company contributed $1~~BROS.6 ~~million~~HOLDINGS ~~to the Plan in the first quarter of fiscal 2013 and the Company expects to contribute $5~~INC.~~9 million during the remainder of fiscal 2013.~~

8NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table of Contents~~(Unaudited)

~~STATER~~March ~~BROS.~~31, ~~HOLDINGS INC.~~ 2013

~~NOTES~~Note TO6 ~~CONSOLIDATED~~– ~~FINANCIAL~~Retirement ~~STATEMENTS~~ Plans

The Company has a Noncontributory Defined Benefit Pension Plan (~~Unaudited~~the “Plan”) covering substantially all non-union employees. The Plan provides for benefits based on an employee’s compensation during the eligibility period while employed with the Company. The Company’s funding policy for the Plan is to contribute annually at a rate that is intended to provide sufficient assets to meet future benefit payment requirements. The Plan’s investments are recorded at fair value and include cash, which earns interest, governmental securities and corporate bonds and securities.

~~DECEMBER~~The ~~30,~~following ~~2012~~table provides the components of net periodic pension expense:

Note 7 – Credit Facility



	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	Mar 25, 2012			Mar 31, 2013			Mar 25, 2012			Mar 31, 2013
	(in thousands)
Expected return on assets	$	(1,023	)	$	(1,176	)	$	(2,047	)	$	(2,352	)
Service cost	976			1,229			1,951			2,458
Interest cost	1,091			1,115			2,183			2,229
Amortization of prior service cost	1			1			2			2
Amortization of recognized losses	529			725			1,057			1,451
Net pension expense	$	1,574		$	1,894		$	3,146		$	3,788

On November 29, 2010, the Company and Markets entered into a $245.0 million senior secured credit facility (the “Credit Facility”) with Bank of America, N.A., as administrative agent and a lender. Lenders under the Credit Facility consist of a consortium of banks. The Credit Facility consists of a four-year $145.0 million term loan (the “Term Loan”) and a $100.0 million revolving credit facility (the “Revolving Credit Facility”). The Credit Facility replaced the Company’s existing $100.0 million credit facility. The Credit Facility is secured by substantially all of the Company’s personal property excluding certain intangible assets consisting of trademarks and shares of capital stock. The Credit Facility is guaranteed by the Company, its direct subsidiary Development and by its indirect subsidiaries Super Rx and Dairies.



Actuarial assumptions used to determine net pension expense were:
Discount rate	4.50	%	3.70	%	4.50	%	3.70	%
Rate of increase in compensation levels	3.00	%	3.00	%	3.00	%	3.00	%
Expected long-term rate of return on assets	6.50	%	6.00	%	6.50	%	6.00	%

The ~~Term~~Company ~~Loan~~contributed ~~bears~~approximately ~~interest at the Eurodollar Rate plus 2.50% or the Base Rate plus~~ $1.~~50%~~6 ~~(as~~million ~~defined~~to in the ~~Credit~~ ~~Facility)~~Plan ~~and the interest under the Term Loan is payable quarterly~~ in ~~arrears and includes mandatory quarterly principal payments of 5.0%, of~~ the ~~original~~twenty-six ~~outstanding~~weeks ~~balance,~~ended ~~in each of the first two years of the agreement and 10.0%~~March 31, of2013 ~~the original outstanding balance, in each of the years three~~ and ~~four of~~ the ~~agreement.~~Company ~~The~~expects ~~Term~~to ~~Loan~~contribute ~~also includes additional mandatory principal payments on the Term Loan based on a percentage of “excess cash flow” as defined in the Credit Facility~~$5.9 ~~The~~million ~~Term~~during ~~Loan is due November 29, 2014 with any remaining outstanding principal amounts under~~ the ~~Term~~remainder ~~Loan due as~~ of ~~that~~fiscal ~~date~~2013. ~~The security held under the Credit Facility is held until the Term Loan is paid in full.~~

OnNote ~~December 31,~~7 ~~2012,~~– ~~the~~Credit ~~Company made principal payments on the term loan of approximately $2.3 million which consisted of a contractual quarterly principal payment of $1.8 million and an excess cash payment of $0.5 million.~~ Facility

AsOn ~~of January~~November 129, ~~2013~~ 2010, the ~~interest~~Company ~~rates~~and onMarkets ~~the~~entered ~~Term~~into ~~Loan~~a ~~are~~$245.0 ~~based~~million onsenior secured credit facility (the ~~Eurodollar~~“Credit ~~Rate~~Facility”) ~~and~~with ~~consisted~~Bank of America, N.A., as administrative agent and a 90lender. ~~day~~Lenders ~~rate~~under the Credit Facility consist of ~~approximately~~a 2consortium of banks.~~811%~~ onThe ~~approximately~~Credit Facility consists of a four-year $10145.90 million ofterm ~~outstanding~~loan ~~principal~~(the ~~amount~~“Term Loan”) and a 12$100.0 ~~month~~million ~~rate~~revolving ofcredit ~~approximately~~facility 3(the “Revolving Credit Facility”).~~344%~~ ~~on approximately~~The Credit Facility replaced the Company’s existing $89100.90 million credit facility. The Credit Facility is secured by substantially all of ~~outstanding~~the ~~principal~~Company’s ~~amount~~personal property excluding certain intangible assets consisting of trademarks and shares of capital stock. The Credit Facility is guaranteed by the Company, its direct subsidiary Development and by its indirect subsidiaries Super Rx and Dairies.

~~Subject~~The toTerm ~~certain~~Loan ~~restrictions,~~bears interest at the ~~entire~~Eurodollar ~~amount~~Rate ofplus 2.50% or the ~~Revolving~~ Base Rate plus 1.50% (as defined in the Credit Facility) ~~may~~and bethe ~~used~~interest ~~for~~under ~~loans,~~the ~~letters~~Term ofLoan ~~credit~~is orpayable aquarterly ~~combination~~in ~~thereof~~arrears and includes mandatory quarterly principal payments of 5.0%, ~~Borrowing~~of ~~under~~the original outstanding balance, in each of the ~~Revolving~~first ~~Credit~~two ~~Facility~~years ~~are~~of ~~secured~~the agreement and ~~will~~10.0%, beof ~~used~~the ~~for~~original ~~working~~outstanding ~~capital~~balance, ~~certain~~in ~~capital~~each ~~expenditures~~of the years three and ~~other~~four ~~general~~of ~~corporate purposes~~the agreement. ~~Letters~~The ofTerm ~~credit~~Loan ~~issued~~also ~~under~~includes additional mandatory principal payments on the ~~Revolving~~Term Loan based on a percentage of “excess cash flow” as defined in the Credit Facility. ~~are~~The ~~expected~~Term toLoan beis ~~used~~due ~~for~~November 29, ~~workers’~~2014 ~~compensation~~with ~~insurance~~any ~~obligations~~remaining ~~and~~outstanding ~~may~~principal beamounts ~~used~~under ~~for~~the ~~new~~Term ~~store~~Loan ~~construction~~due ~~and~~as ~~certain~~of ~~other~~that ~~corporate purposes~~date. The ~~availability~~security of held under the ~~loans~~Credit ~~and~~Facility ~~letters~~is ofheld ~~credit~~until ~~are~~the ~~subject~~Term toLoan ~~certain~~is ~~borrowing~~paid ~~restrictions.~~in full.

~~Loans~~During ~~under~~ the ~~Revolving~~twenty-six ~~Credit~~weeks ~~Facility~~ended ~~bear interest at a rate based upon either (i)~~March ~~the “Base Rate” (defined as the higher of (a) the federal funds rate plus 0.50% and (b) the Bank of America “prime rate”)~~31, ~~plus 1.50%~~2013, ~~or (ii)~~ the ~~“Eurodollar Rate”~~Company ~~(defined~~made asprincipal ~~the~~payments ~~British~~on ~~Bankers Association LIBOR Rate adjusted for~~ the ~~maximum~~term ~~reserve~~loan ~~requirement~~of ~~for~~approximately ~~Eurocurrency funding), plus 2~~$7.~~50%.~~8 ~~For~~million ~~Eurodollar~~which ~~Rate~~consisted ~~loans,~~of ~~the~~a ~~Company~~contractual ~~will~~quarterly beprincipal ~~entitled~~payment ~~to select interest periods~~ of ~~one,~~$7.3 ~~two, three,~~million ~~six,~~and ~~nine~~an orexcess ~~twelve~~cash ~~months,~~payment ~~subject~~of ~~to availability~~$0.5 million.

As of March 31, 2013, the interest rates on the Term Loan are based on the Eurodollar Rate and consisted of a ninety day rate of approximately 2.811% on approximately $7.2 million of outstanding principal amount and a twelve month rate of approximately 3.344% on approximately $89.9 million of outstanding principal amount.

~~Table of Contents~~9

~~STATER~~Table ~~BROS.~~of ~~HOLDINGS INC.~~ Contents

~~NOTES~~STATER TOBROS. ~~CONSOLIDATED~~HOLDINGS ~~FINANCIAL STATEMENTS~~ INC.

~~(Unaudited)~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~DECEMBER 30, 2012~~ (Unaudited)

~~Note~~March 731, ~~– Credit Facility (contd.)~~ 2013

~~The~~Note ~~Credit~~7 ~~Facility~~– ~~requires the Company and Markets to meet certain financial tests, including minimum net worth and the maintenance of minimum earnings levels. The~~ Credit Facility ~~contains covenants which, among other things, limit the ability of the Company and its subsidiaries to~~ (i) incur indebtedness, grant liens and guarantee obligations, (ii) enter into mergers, consolidations, liquidations and dissolutions, asset sales, investments, leases and transactions with affiliates, (iii) make restricted payments and (iv) make certain amendments to the Indentures governing the $255contd.~~0 million 7.375% Senior Notes due November 15, 2018 (“7.375% Senior Notes”~~) and the $285.0 million 7.75% Senior Notes due April 15, 2015 (“7.75% Senior Notes”) (“Notes Indentures”). Markets and the Company’s other direct and indirect subsidiaries are not limited in their ability to transfer assets in the form of loans, advances or cash dividends to the Company.

AsSubject ofto ~~December 30~~certain restrictions, ~~2012~~the entire amount of the Revolving Credit Facility may be used for loans, letters of credit or a combination thereof. Borrowing under the ~~Company~~Revolving Credit Facility are secured and ~~Markets~~will ~~were~~be inused ~~compliance~~for ~~with~~working ~~all~~capital, ~~restrictive~~certain ~~financial~~capital ~~covenants~~expenditures and other general corporate purposes. Letters of credit issued under the Revolving Credit Facility are expected to be used for workers’ compensation insurance obligations and may be used for new store construction and certain other corporate purposes. The availability of the loans and letters of credit are subject to certain borrowing restrictions.

AsLoans under the Revolving Credit Facility bear interest at a rate based upon either (i) the “Base Rate” (defined as the higher of ~~December~~(a) 30the federal funds rate plus 0.50% and (b) the Bank of America “prime rate”), ~~2012~~plus 1.50%, or (ii) the ~~Company~~“Eurodollar ~~had~~Rate” ~~$59.9~~(defined ~~million~~as ofthe ~~outstanding~~British ~~letters~~Bankers ofAssociation ~~credit~~LIBOR ~~and~~Rate ~~had~~adjusted ~~$40~~for the maximum reserve requirement for Eurocurrency funding), plus 2.150%. ~~million available~~For ~~under~~Eurodollar Rate loans, the ~~Credit~~Company ~~Facility.~~will be entitled to select interest periods of one, two, three, six, nine or twelve months, subject to availability.

The Credit Facility requires the Company ~~had~~and noMarkets ~~borrowings~~to ~~outstanding~~meet ~~under~~certain financial tests, including minimum net worth and the ~~Revolving~~maintenance of minimum earnings levels. The Credit Facility ascontains ~~of December 30~~covenants which, ~~2012~~among ~~and~~other things, limit the ability of the Company ~~did~~and ~~not~~its subsidiaries to (i) incur ~~any~~indebtedness, ~~borrowings~~grant ~~under~~liens and guarantee obligations, (ii) enter into mergers, consolidations, liquidations and dissolutions, asset sales, investments, leases and transactions with affiliates, (iii) make restricted payments and (iv) make certain amendments to the ~~Revolving~~Indentures ~~Credit~~governing ~~Facility~~the ~~during~~$255.0 million 7.375% Senior Notes due November 15, 2018 (“7.375% Senior Notes”) and the ~~fiscal~~$285.0 ~~quarter~~million ~~ended~~7.75% ~~December~~Senior Notes due April 3015, ~~2012~~2015 (“7.75% Senior Notes”) (“Notes Indentures”). Markets and the Company’s other direct and indirect subsidiaries are not limited in their ability to transfer assets in the form of loans, advances or cash dividends to the Company.

~~Note~~As 8of –March 31, ~~Senior~~2013, ~~Notes~~the Company and ~~Subsidiary~~Markets ~~Guarantee~~were in compliance with all restrictive financial covenants under the Credit Facility.

As of ~~December~~March 3031, ~~2012~~2013, the Company had $~~285~~59.09 million ~~outstanding~~ of ~~the~~outstanding ~~7.75%~~letters ~~Senior~~of ~~Notes~~credit and had $~~255~~40.01 million ~~outstanding~~ ofavailable ~~the~~under ~~7.375% Senior Notes, collectively (~~the ~~“Notes”).~~Credit Facility.

The ~~Notes are guaranteed by the~~ Company~~’s subsidiaries~~ ~~Markets~~had ~~and~~no ~~Development~~borrowings ~~and~~outstanding under the ~~Company’s~~Revolving ~~indirect~~Credit ~~subsidiaries~~Facility ~~Super~~as Rxof ~~and Dairies (each a “subsidiary guarantor”~~March 31, 2013 and ~~collectively,~~ the ~~“subsidiary~~Company ~~guarantors”).~~did ~~Condensed~~not ~~consolidating~~incur ~~financial~~any ~~information with~~borrowings ~~respect~~under to the ~~subsidiary~~Revolving ~~guarantors~~Credit isFacility ~~not~~during ~~provided because~~ the ~~Company~~twenty-six ~~has~~weeks noended ~~independent~~March ~~assets or operations~~31, ~~the subsidiary guarantees are full and unconditional and joint and several and there are no subsidiaries of the Company other than the subsidiary guarantors~~2013.

10Note 8 – Senior Notes and Subsidiary Guarantee

~~Table~~As of ~~Contents~~March 31, 2013, the Company had $285.0 million outstanding of the 7.75% Senior Notes and $255.0 million outstanding of the 7.375% Senior Notes, collectively (the “Notes”).

~~STATER~~The ~~BROS.~~Notes ~~HOLDINGS~~are ~~INC~~guaranteed by the Company’s subsidiaries Markets and Development and the Company’s indirect subsidiaries Super Rx and Dairies (each a “subsidiary guarantor”, and collectively, the “subsidiary guarantors”). Condensed consolidating financial information with respect to the subsidiary guarantors is not provided because the Company has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several and there are no subsidiaries of the Company other than the subsidiary guarantors.

~~NOTES~~Note TO9 ~~CONSOLIDATED~~– ~~FINANCIAL~~Litigation ~~STATEMENTS~~ Matters

~~(Unaudited)~~In the ordinary course of business, the Company is party to various legal actions which it believes are incidental to the operation of its business and the business of its subsidiaries. The Company records an appropriate provision when the occurrence of loss is probable and can be reasonably estimated. The Company believes that the outcome of such legal proceedings to which it is currently a party will not have a material adverse effect upon its consolidated financial statements.

~~DECEMBER~~In 30May of 2011, Markets was served with an action filed in the Superior Court of the State of California for the County of Riverside (“Harold F. Lunsford et al. v. Stater Bros. Markets”) seeking individual and potential class action damages including associated penalties for Markets’ alleged failure to provide meal periods, rest periods or compensation in lieu thereof and alleged failure to pay certain wages for terminated employees. On January 26, 2012, following a mediation, this case was settled which settlement was approved by the court. The full settlement amount was recorded in the Company’s consolidated financial statements for fiscal 2012 and the full amount was paid in fiscal 2013.

~~Note 9 – Litigation Matters~~ 10

InTable ~~the ordinary course~~ of business, the Company is party to various legal actions which it believes are incidental to the operation of its business and the business of its subsidiaries. The Company records an appropriate provision when the occurrence of loss is probable and can be reasonably estimated. The Company believes that the outcome of such legal proceedings to which it is currently a party will not have a material adverse effect upon its consolidated financial statements. Contents

InSTATER ~~May of 2011, Markets was served with an action filed in the Superior Court of the State of California for the County of Riverside (“Harold F~~BROS. ~~Lunsford~~HOLDINGS ~~et al~~INC. v. Stater Bros. Markets”) seeking individual and potential class action damages including associated penalties for Markets’ alleged failure to provide meal periods, rest periods or compensation in lieu thereof and alleged failure to pay certain wages for terminated employees. On January 26, 2012, following a mediation, this case was settled which settlement was approved by the court. The full settlement amount was recorded in the Company’s consolidated financial statements for fiscal 2012 and the full amount was paid in fiscal 2013.

~~Note~~NOTES 10TO –CONSOLIDATED ~~Note~~FINANCIAL ~~Receivable~~ STATEMENTS

During the construction of the Company’s corporate offices and distribution center, the Company paid for certain construction costs at the Company’s Support Services building which were the responsibility of the Inland Valley Development Agency (~~the “IVDA”~~Unaudited). These costs, which included the construction of an exterior wall of the building and asbestos removal, were needed before the building was habitable. The Company agreed to expend the funds on behalf of the IVDA with the understanding that the IVDA would reimburse these funds after the completion of construction. The note bears an interest rate of 4.0% per annum and has a maturity date of April 2015 and includes quarterly principal and interest payments.

~~Note~~March 1131, ~~– Dividend~~ 2013

OnNote ~~December 23,~~10 ~~2011,~~– ~~the~~Note Company paid a $5.0 million dividend to La Cadena Investments (“La Cadena”), the sole shareholder of the Company. On December 24, 2012, the Company declared a $5.0 million dividend to La Cadena which was paid on December 27, 2012. Receivable

AsDuring the construction of ~~December 30,~~the ~~2012~~Company’s corporate offices and distribution center, the Company ~~had~~paid for certain construction costs at the ~~ability~~Company’s ~~and~~Support ~~right~~Services tobuilding ~~make~~which ~~restricted~~were ~~payments~~the responsibility of the Inland Valley Development Agency (the “IVDA”). These costs, ~~including~~which ~~dividends~~included the construction of an exterior wall of the building and asbestos removal, were needed before the building was habitable. The Company agreed to expend the funds on behalf of ~~$13~~the IVDA with the understanding that the IVDA would reimburse these funds after the completion of construction.3 ~~million~~During fiscal 2011, Markets and the IVDA agreed on the reimbursement amount and the IVDA executed a note for the reimbursement. The note bears an interest rate of 4.0% per annum and has a maturity date of April 2015 and includes quarterly principal and interest payments.

Note 11 – Dividends and Stock Redemption

~~Table~~On December 23, 2011, the Company paid a $5.0 million dividend to La Cadena Investments (“La Cadena”), the sole shareholder of ~~Contents~~the Company. On December 24, 2012, the Company declared a $5.0 million dividend to La Cadena which was paid on December 27, 2012.

~~STATER~~On ~~BROS.~~March 16, ~~HOLDINGS~~2012, ~~INC~~the Company redeemed 658 shares of its class A Common Stock for approximately $8.8 million. The redemption was for shares held by the Trust which La Cadena had distributed to the Trust prior to the redemption of the shares.

~~NOTES~~As TOof ~~CONSOLIDATED~~March 31, ~~FINANCIAL~~2013, ~~STATEMENTS~~the Company had the ability and right to make restricted payments, including dividends, of $19.1 million.

~~(Unaudited)~~Note 12 - Fair Value of Financial Instruments

~~DECEMBER~~The ~~30,~~following ~~2012~~methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

~~Note~~Cash 12and -Cash ~~Fair Value of Financial Instruments~~ Equivalents

The ~~following~~carrying ~~methods~~amount ~~and~~approximates ~~assumptions were used to estimate the~~ fair value ofbecause ~~each class~~ of ~~financial~~the ~~instruments~~short-term ~~for which~~maturity itof isthese ~~practicable to estimate that value:~~ instruments.

~~Cash and Cash Equivalents~~ Receivables

The carrying amount approximates fair value because of the short-term maturity of these instruments.

~~Receivables~~Note Receivable

~~The~~Although ~~carrying~~market ~~amount~~quotes ~~approximates~~for the fair value ~~because~~ of the ~~short-term~~Company’s ~~maturity~~note ofreceivable ~~these~~are ~~instruments.~~not readily available, the Company believes the stated value approximates fair value.

~~Note~~Long-Term ~~Receivable~~ Debt

~~Although~~The fair value of the 7.75% Senior Notes and the 7.375% Senior Notes are determined based on observable inputs that are corroborated by market data (Level 2 as defined by ASC Topic 820, “Fair Value Measurements and Disclosures”). Although market quotes for the fair value of the Company’s ~~note~~Term ~~receivable~~Loan are not readily available, the Company believes ~~the~~its stated value approximates fair value.

As of March 31, 2013, the estimated fair value of the Company’s Long-Term Debt was $660.7 million.

~~The~~Note ~~fair~~13 ~~value~~- ofRecently ~~the~~Issued ~~7.75%~~Accounting Senior Notes and the 7.375% Senior Notes are determined based on observable inputs that are corroborated by market data (Level 2 as defined by ASC Topic 820, “Fair Value Measurements and Disclosures”). Although market quotes for the fair value of the Company’s Term Loan and capitalized lease obligations are not readily available, the Company believes the stated value approximates fair value. Pronouncements

AsASU ofNo. ~~December 30~~2013-02, ~~2012~~Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (”ASU 2013-02”), was issued in February 2013. This ASU does not change the ~~estimated~~current ~~fair~~requirements ~~value~~for reporting net income or other comprehensive income in financial statements. However, ASU 2013-02 requires an entity to present information about significant items reclassified out of accumulated other comprehensive income by component either (1) on the face of the statement where net income is presented or (2) as a separate disclosure in the notes to the financial statements. ASU No. 2013-12 is effective for fiscal years, and interim periods within those years beginning after December 15, 2012. Early adoption is permitted. The Company’s ~~Long~~will adopt ASU No. 2013-~~Term~~02 ~~Debt~~commencing ~~was~~in ~~$666~~the first quarter of fiscal 2014.8 ~~million~~The adoption of ASU No. 2013-02 is not expected to have an impact on the condensed consolidated financial statements.

12 11

Table of Contents

STATER BROS. HOLDINGS INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART I - FINANCIAL INFORMATION (contd.)



Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our critical accounting policies are summarized in our report on Form 10-K for the year ended September 30, 2012.

Our discussion and analysis of financial condition and results of operations are based upon our unaudited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of the financial statements requires the use of estimates and judgments on the part of management. We base our estimates on our historical experience combined with management’s understanding of current facts and circumstances.

SIGNIFICANT ACCOUNTING POLICIES

There are certain accounting policies that we have adopted that may differ from policies of other companies within our industry and other companies as a whole. Such differences in the treatment of these policies may be important to the readers of our report on Form 10-Q and our unaudited consolidated financial statements contained herein. For further information regarding our accounting policies, refer to the significant accounting policies included in the notes to the unaudited consolidated financial statements contained herein and in our report on Form 10-K for the year ended September 30, 2012.

13OWNERSHIP OF THE COMPANY

~~Table~~La Cadena Investments (“La Cadena”), a California general partnership whose sole voting partner is the Jack H. Brown Revocable Trust (the “Trust”), holds all of ~~Contents~~our issued and outstanding capital stock. Mr. Jack H. Brown, the Chairman of the Board, President and Chief Executive Officer of the Company, as Trustee of the Trust, is the Managing General Partner of La Cadena with the power to vote the shares of our capital stock held by La Cadena on all matters, including with respect to the election of our Board of Directors, and any other matters requiring shareholder approval.

~~STATER~~AVAILABLE ~~BROS. HOLDINGS INC.~~ INFORMATION

~~MANAGEMENT~~We file quarterly and annual reports electronically with the Securities and Exchange Commission (“SEC”) under forms 10-Q and 10-K and we file current reports on form 8-K and amendments to these reports. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. These electronic files can be found at the SEC’Ss ~~DISCUSSION~~website ~~AND~~at ~~ANALYSIS~~http://www.sec.gov. OFThe public may read and copy any of our reports filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549. The public may obtain information on the Public Reference Room by calling the SEC at 1-800-732-0330.

~~FINANCIAL~~EXECUTIVE ~~CONDITION AND RESULTS OF OPERATIONS~~ OVERVIEW

~~OWNERSHIP~~We OFare ~~THE~~the ~~COMPANY~~largest privately owned supermarket chain in Southern California. Our revenues are generated primarily from retail sales through our supermarkets. Our success is a result of our marketing strategy of offering everyday low prices while providing our customers with friendly and outstanding service on each of their visits to our stores which has been a seventy-seven year Stater Bros.’ tradition.

LaDuring ~~Cadena~~these ~~Investments~~tough ~~(“La~~economic ~~Cadena”)~~times, aour ~~California~~strategy ~~general~~is ~~partnership~~to ~~whose~~retain ~~sole~~customer ~~voting~~counts ~~partner~~by isproviding ~~the~~our ~~Jack~~customers H.with ~~Brown~~value ~~Revocable~~and ~~Trust~~exceptional ~~(the~~service ~~“Trust”),~~on ~~holds~~their ~~all~~visits ofto our ~~issued~~stores. ~~and outstanding~~In ~~capital~~order ~~stock.~~to ~~Mr. Jack H.~~retain ~~Brown,~~and ~~the~~grow ~~Chairman~~customers ofin ~~the~~this ~~Board~~current economic environment, ~~President~~we ~~and~~have ~~Chief~~not ~~Executive~~passed ~~Officer~~on all cost of ~~the~~inflation ~~Company,~~to asour ~~Trustee~~customers. ofThis ~~the~~strategy ~~Trust,~~combined iswith ~~the~~continued ~~Managing~~and ~~General~~increasing ~~Partner~~competitive ofpressures Lahas ~~Cadena~~caused ~~with~~our ~~the~~gross ~~power~~profit margins to ~~vote~~be ~~the~~reduced. ~~shares~~We ofbelieve ~~our capital~~it ~~stock~~is ~~held~~better byto Lasacrifice ~~Cadena~~short-term onmargins ~~all~~in ~~matters,~~order ~~including~~to ~~with~~retain ~~respect~~our tocustomers ~~the~~so ~~election~~that ofwhen our ~~Board~~local ofeconomy ~~Directors,~~does ~~and~~turn ~~any~~around ~~other~~we ~~matters~~will ~~requiring~~still ~~shareholder~~have ~~approval.~~them as customers.

~~AVAILABLE~~Our ~~INFORMATION~~marketing area of Southern California has seen job losses and business closures which has put and will continue to put pressure on our gross margin as we endeavor to retain our customer base. We anticipate continued competitive pressures from “big box” format competitors including Walmart, Costco, Target and Winco and from our traditional grocery format competitors Vons, Albertsons and Ralphs and from independent supermarket operators.

We file quarterly and annual reports electronically with the Securities and Exchange Commission (“SEC”) under forms 10-Q and 10-K and we file current reports on form 8-K and amendments to these reports. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. These electronic files can be found at the SEC’s website at http://www.sec.gov. The public may read and copy any of our reports filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549. The public may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. 12

~~EXECUTIVE~~Table ~~OVERVIEW~~of Contents

WeSTATER ~~are the largest privately owned supermarket chain in Southern California~~BROS. ~~Our~~HOLDINGS ~~revenues are generated primarily from retail sales through our supermarkets~~INC. Our success is a result of our marketing strategy of offering everyday low prices while providing our customers with friendly and outstanding service on each of their visits to our stores which has been a seventy-seven year Stater Bros.’ tradition.

~~During~~MANAGEMENT’S ~~these~~DISCUSSION ~~tough~~AND ~~economic~~ANALYSIS times, our strategy is to retain customer counts by providing our customers with value and exceptional service on their visits to our stores. This strategy combined with continued and increasing competitive pressures has caused our gross profit margins to be reduced. We believe it is better to sacrifice short-term margins in order to retain our customers so that when our local economy does turn around we will still have them as customers. OF

~~Our~~FINANCIAL ~~marketing~~CONDITION ~~area~~AND ofRESULTS ~~Southern~~OF California has seen job losses and business closures which has put and will continue to put pressure on our gross margin as we endeavor to retain our customer base. We anticipate continued competitive pressures from “big box” format competitors including Walmart, Costco, Target and Winco and from our traditional grocery format competitors Vons, Albertsons and Ralphs and from independent supermarket operators. OPERATIONS

14RESULTS OF OPERATIONS

~~Table~~Sales ofand ~~Contents~~Gross Profit

STATER BROS. HOLDINGS INC.



	Thirteen Weeks Ended						Change
	March 25, 2012			March 31, 2013			2013 to 2012
(in thousands)	March 25, 2012			March 31, 2013			Dollar			%
Sales	$	937,663		$	961,896		$	24,233		2.58	%
Gross Profit	$	260,686		$	258,772		$	(1,914	)	(0.73	)%
as a % of sales	27.80		%	26.90		%

MANAGEMENT’S DISCUSSION AND ANALYSIS OF



	Twenty-Six Weeks Ended						Change
	March 25, 2012			March 31, 2013			2013 to 2012
(in thousands)	March 25, 2012			March 31, 2013			Dollar			%
Sales	$	1,898,387		$	1,930,640		$	32,253		1.70	%
Gross Profit	$	520,367		$	509,501		$	(10,866	)	(2.09	)%
as a % of sales	27.41		%	26.39		%

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~ Sales

~~RESULTS~~Our OFsales ~~OPERATIONS~~increased $24.2 million and $32.3 million for our thirteen and twenty-six week periods ended March 31, 2013, respectively, compared to the same periods ended March 25, 2012. Sales in the current year periods were effected by the Easter holiday that fell in the second quarter in the current year and in the third quarter of the prior year. We estimate that the Easter holiday increased net sales in the current year's periods by approximately $11.3 million. Without the effect of the Easter holiday sales, we estimate that our sales would have increased $12.9 million and $20.9 million, respectively, in the thirteen and twenty-six week periods of fiscal 2013 compared to the same periods of the prior year.

~~Sales~~Like ~~and~~Store ~~Gross Profit~~ Sales

	Fiscal Period Ended						Change
	Dec. 25,			Dec. 30,			2013 to 2012
(in thousands)	2011			2012			Dollar			%
Sales	$	960,724		$	968,744		$	8,020			0.83	%
Gross Profit	$	259,681		$	250,729		$	(8,952	)		(3.45	)%
as a % of sales		27.03	%		25.88	%

We calculate like store sales by comparing year-to-year sales for stores that are opened in both years. For stores that were not opened for the entire previous year periods, we only include the current year’s weekly sales that correspond to the weeks the stores were opened in the previous year. For stores that have been closed, we only include the prior year’s weekly sales that correspond to the weeks the stores were opened in the current year. For replacement stores, we include sales for the entire year for both the replaced and replacement store in our like store sales calculation.

~~Sales~~Like store sales are affected by various factors including, but not limited to, inflation and deflation, promotional discounting, customer traffic, buying trends, pricing pressures from competitors and competitive openings and closings.

~~Sales~~Our inlike ~~our~~store ~~supermarkets~~sales, excluding the affect of the Easter holiday, for second quarter of fiscal 2013 increased 0$12.~~83%~~9 million or $81.038% ~~million~~over the same period of the prior year. Like stores sales for the ~~first~~twenty-six ~~quarter~~weeks ofended ~~fiscal~~March 31, 2013 ~~compared~~increased to$20.9 million or 1.10% over the ~~same~~twenty-six ~~period~~weeks inended ~~fiscal~~March 25, 2012.

~~Like~~Gross ~~Store Sales~~ Profit

WeGross ~~calculate~~profit ~~like~~margin, ~~store~~as a percentage of sales, byin ~~comparing~~the ~~year-to-year~~second ~~sales~~quarter ~~for stores~~of ~~that~~fiscal ~~are~~2013 ~~opened~~decreased 90 basis points to 26.90% from 27.80% in ~~both~~the ~~years~~second quarter of fiscal 2012. ~~For~~Year-to-date ~~stores~~gross ~~that~~profit ~~were~~margin, ~~not~~as ~~opened~~a percentage of sales, for ~~the~~fiscal ~~entire~~2013 ~~previous~~was ~~year~~26.39% ~~periods,~~a wedecrease ~~only~~of ~~include~~102 ~~the~~basis ~~current~~points from prior year’'s ~~weekly~~year-to-date ~~sales~~gross ~~that~~profit ~~correspond~~margin toof ~~the~~27.41%. ~~weeks~~The decrease in gross profit margins for the ~~stores~~thirteen ~~were~~and ~~opened~~twenty-six week periods of fiscal 2013 follows a trend begun in the ~~previous~~third ~~year~~quarter of fiscal 2012 of reduced gross margin percentages. ~~For~~Due ~~stores that~~to ~~have~~competitive ~~been~~pressures ~~closed~~and our desire to retain customers, we ~~only~~have ~~include~~elected ~~the~~not ~~prior~~to ~~year’s~~fully ~~weekly~~pass ~~sales~~the ~~that~~effect ~~correspond~~of tocost ~~the~~inflation ~~weeks~~we ~~the~~have ~~stores~~experienced ~~were~~to ~~opened~~our incustomers. We anticipate that the current ~~year.~~economic ~~For~~conditions ~~replacement~~and ~~stores~~competitive wepressures ~~include~~will ~~sales~~limit ~~for~~our ~~the~~ability ~~entire~~to ~~year~~pass ~~for~~on ~~both~~price ~~the~~increases ~~replaced~~which ~~and~~will ~~replacement store~~continue into put pressure on our ~~like~~gross ~~store~~margins ~~sales~~for ~~calculation.~~the foreseeable future.

Like store sales are affected by various factors including, but not limited to, inflation and deflation, promotional discounting, customer traffic, buying trends, pricing pressures from competitors and competitive openings and closings. 13

~~Like~~Table ~~store sales increased $8.0 million or 0.83% from the first quarter~~ of ~~fiscal 2012.~~ Contents

15STATER BROS. HOLDINGS INC.

~~Table~~MANAGEMENT’S ofDISCUSSION ~~Contents~~AND ANALYSIS OF

~~STATER~~FINANCIAL ~~BROS.~~CONDITION ~~HOLDINGS~~AND ~~INC.~~RESULTS OF OPERATIONS

~~MANAGEMENT’S~~RESULTS ~~DISCUSSION AND ANALYSIS~~ OF OPERATIONS (contd.)

~~FINANCIAL~~Operating ~~CONDITION~~Expenses ~~AND~~and ~~RESULTS~~Operating ~~OF OPERATIONS~~ Profit

RESULTS OF OPERATIONS (contd.)



	Thirteen Weeks Ended						Change
	March 25, 2012			March 31, 2013			2013 to 2012
(in thousands)	March 25, 2012			March 31, 2013			Dollar			%
Operating Expenses:
Selling, general and administrative expenses	$	209,829		$	215,965		$	6,136		2.92	%
as a % of sales	22.38		%	22.45		%
Loss on sale of property and equipment	$	27		$	6		$	(21	)	(77.78	)%
as a % of sales	—		%	—		%
Depreciation and amortization	$	11,371		$	11,566		$	195		1.71	%
as a % of sales	1.21		%	1.20		%
Operating profit	$	39,459		$	31,235		$	(8,224	)	(20.84	)%
as a % of sales	4.21		%	3.25		%

Gross Profit



	Twenty-Six Weeks Ended						Change
	March 25, 2012			March 31, 2013			2013 to 2012
(in thousands)	March 25, 2012			March 31, 2013			Dollar			%
Operating Expenses:
Selling, general and administrative expenses	$	431,700		$	436,044		$	4,344		1.01	%
as a % of sales	22.74		%	22.59		%
Gain on sale of property and equipment	$	(612	)	$	(1,927	)	$	(1,315	)	214.87	%
as a % of sales	(0.03		)%	(0.10		)%
Depreciation and amortization	$	22,783		$	23,249		$	466		2.05	%
as a % of sales	1.20		%	1.20		%
Operating profit	$	66,496		$	52,135		$	(14,361	)	(21.60	)%
as a % of sales	3.50		%	2.70		%

~~Gross profit margin~~Selling, asGeneral a percentage of sales, in the first quarter of fiscal 2013 decreased 115 basis points to 25.88% from 27.03% in fiscal 2012. The decrease in gross profit margins in the first quarter of fiscal 2013 follows a trend begun in the third quarter of fiscal 2012 of reduced gross margin percentages. Due to competitive pressures and ~~our~~Administrative desire to retain customers, we have elected not to fully pass onto our customers cost inflation that we have experienced. We anticipate that the current economic conditions and competitive pressures will limit our ability to pass on price increases which will continue to put pressure on our gross margins for the foreseeable future. Expenses

~~Operating~~Selling, ~~Expenses~~general and ~~Operating~~administrative ~~Profit~~expenses, as a percentage of sales, were 22.45% for the thirteen weeks ended March 31, 2013 and were 22.38% for the thirteen weeks ended March 25, 2012. Selling, general and administrative expenses, as a percentage of sales, were 22.59% for the twenty-six weeks ended March 31, 2013 compared to 22.74% for the year-to-date period of the prior year.

	Fiscal Period Ended						Change
	Dec. 25,			Dec. 30,			2013 to 2012
(in thousands)	2011			2012			Dollar			%
Operating Expenses:
Selling, general and administrative expenses	$	221,871		$	220,079		$	(1,792	)		(0.81	)%
as a % of sales		23.10	%		22.71	%
Gain of sale of property and equipment		(639	)		(1,933	)	$	(1,294	)		202.50	%
as a % of sales		(0.07	)%		(0.20	)%
Depreciation and amortization		11,412			11,683		$	271			2.37	%
as a % of sales		1.19	%		1.21	%
Operating profit	$	27,037		$	20,900		$	(6,137	)		(22.70	)%
as a % of sales		2.81	%		2.16	%

Gain on Sale of Property and Equipment

~~Selling~~In fiscal 2013, ~~General~~we had a pre-tax gain of approximately $1.9 million from the sale of an old store site. In fiscal 2012, we had a pre-tax net gain from the sale of property and ~~Administrative~~equipment ~~Expenses~~of approximately $0.6 million.

The decrease, as a percentage of sales, in selling, general and administrative expenses in the first quarter of fiscal 2013 compared to the first quarter of fiscal 2012 is due primarily to a decrease, as a percentage of sales, in payroll related expenses. Our payroll costs, as a percentage of sales, decreased 15 basis points. In the first quarter of fiscal 2012, we had a settlement of a lawsuit related to a class action labor claim (see “Part II, Item 1. Legal Proceedings” for further discussion of this claim). 14

~~The~~Table ~~amount~~ of salaries, wages and administrative costs associated with the purchase of our products included in selling, general and administrative expenses for the first quarters of fiscal 2013 and fiscal 2012 is $311,000 and $293,000, respectively. Contents

~~Gain~~STATER onBROS. ~~Sale~~HOLDINGS ~~of Property and Equipment~~ INC.

InMANAGEMENT’S ~~fiscal~~DISCUSSION ~~2013,~~AND weANALYSIS ~~had a pre-tax gain of approximately $1.9 million from the sale of an old store site. In fiscal 2012, we had a pre-tax net gain from the sale of property and equipment of approximately $0.6 million.~~ OF

16FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~RESULTS ofOF ~~Contents~~OPERATIONS (contd.)

~~STATER~~Depreciation ~~BROS.~~and ~~HOLDINGS INC.~~ Amortization

~~MANAGEMENT’S~~Depreciation ~~DISCUSSION~~and ~~AND~~amortization ~~ANALYSIS~~expense OFin the second quarter of fiscal 2013 was $11.6 million compared to $11.4 million for the second quarter of fiscal 2012. Depreciation and amortization for the twenty-six weeks of fiscal 2013 and fiscal 2012 was $23.2 million and $22.8 million, respectively. Included in cost of goods sold is depreciation and amortization related to our warehouse and distribution activities. The amount included in cost of goods sold in the second quarters of fiscal 2013 and fiscal 2012 was $2.9 million and $2.7 million, respectively, and for the twenty-six weeks of fiscal 2013 and fiscal 2012 was $5.7 million and $5.4 million, respectively.

~~FINANCIAL~~Interest ~~CONDITION AND RESULTS OF OPERATIONS~~ Income

~~RESULTS~~Interest OFincome ~~OPERATIONS~~was ~~(contd~~$21 thousand and $28 thousand for the second quarters of fiscal 2013 and fiscal 2012, respectively.) Interest income for the twenty-six weeks ended March 31, 2013 and March 25, 2012 was $44 thousand and $64 thousand, respectively.

~~Depreciation~~Interest ~~and Amortization~~ Expense

~~Depreciation~~Interest ~~and~~expense ~~amortization~~was ~~expense~~$11.8 inmillion for the ~~first~~second quarter of fiscal 2013 ~~was~~and $11.7 million ~~compared~~in ~~to $11.4 million for~~ the ~~first~~second quarter of fiscal 2012. ~~Included~~For in the ~~first~~twenty-six ~~quarters~~week ofperiods ~~fiscal~~ended March 31, 2013 and ~~fiscal~~March 25, 2012, ~~cost~~interest ofexpense ~~goods~~was ~~sold is~~ $223.86 million and $223.7 million, respectively,. ofIncluded ~~depreciation~~as ~~and~~a ~~amortization~~reduction in interest expense was capitalized interest related to ~~our~~construction ~~warehousing~~of new stores of $17 thousand and ~~distribution~~$144 ~~activities.~~thousand for the second quarters of fiscal 2013 and fiscal 2012, respectively, and $17 thousand and $241 thousand for the twenty-six weeks ended March 31, 2013 and March 25, 2012, respectively.

~~Interest~~Income Before Income Taxes

~~Interest~~Income before income ~~was~~taxes amounted to $~~23,000~~19.5 million and $~~36,000~~27.8 ~~for~~million in the ~~first~~second quarters of fiscal 2013 and fiscal 2012, respectively, and was $28.6 million and $42.9 million for the twenty-six week periods of fiscal 2013 and fiscal 2012, respectively.

~~Interest~~Income ~~Expense~~ Taxes

~~Interest~~Income ~~expense~~taxes ~~was~~amounted to $7.9 million and $11.83 million ~~for~~in the ~~first~~second ~~quarter~~quarters of fiscal 2013 and fiscal 2012, respectively, and amount to $11.96 million inand $17.4 million for the ~~first~~twenty-six ~~quarter~~week periods of fiscal 2013 and fiscal 2012., respectively.

~~Income~~Net ~~Before~~ Income ~~Taxes~~

~~Income~~Net ~~before~~ income ~~taxes~~for the second quarter of fiscal 2013 amounted to $911.16 million ~~and~~ compared to $1516.14 million in the ~~first~~second ~~quarters~~quarter of fiscal 2012. Net income for the twenty-six weeks ended March 31, 2013 and ~~fiscal~~March 25, 2012 was $17.0 million and $25.4 million, respectively.

~~Income~~LIQUIDITY ~~Taxes~~AND CAPITAL RESOURCES

~~Income~~We ~~taxes~~historically ~~amounted~~fund our daily cash flow requirements through funds provided by operations. We have the ability to $3borrow under our short-term revolving credit facility.7 ~~million~~Our credit facility expires in November 2014 and includes a revolving credit facility for working capital and letters of credit of $6100.10 million. inThe ~~the~~letters ~~first~~of ~~quarters~~credit ofare ~~fiscal~~maintained ~~2013~~pursuant to our workers’ compensation and ~~fiscal~~general ~~2012,~~liability ~~respectively.~~self-insurance requirements.

~~Net~~As ~~Income~~of March 31, 2013, we had approximately $59.9 million of outstanding letters of credit and we had approximately $40.1 million available under the revolving credit facility.

~~Net~~We ~~income~~had ~~for~~no ~~the first~~short-term ~~quarter~~borrowings outstanding under our revolving credit facility as of ~~fiscal~~March 31, 2013. ~~amounted~~We todid ~~$5.4~~not ~~million~~incur ~~compared~~any toshort-term ~~$9.0~~borrowings ~~million~~under our revolving credit facility in the ~~first~~twenty-six ~~quarter~~weeks of fiscal ~~2012~~2013.

~~LIQUIDITY AND CAPITAL RESOURCES~~ 15

WeTable historically fund our daily cash flow requirements through funds provided by operations. We have the ability to borrow under our short-term revolving credit facility. Our credit facility expires in November 2014 and includes a revolving credit facility for working capital and letters of ~~credit of $100.0 million. The letters of credit are maintained pursuant to our workers’ compensation and general liability self-insurance requirements.~~ Contents

AsSTATER ~~of December 30, 2012, we had approximately $59~~BROS.~~9 million~~ ofHOLDINGS ~~outstanding letters of credit and we had approximately $40~~INC.~~1 million available under the revolving credit facility.~~

WeMANAGEMENT’S ~~had~~DISCUSSION ~~no short-term~~AND ~~borrowings~~ANALYSIS ~~outstanding under our revolving credit facility as of December 30, 2012. We did not incur any short-term borrowings under our revolving credit facility in the first quarter of fiscal 2013.~~ OF

17FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~LIQUIDITY ofAND ~~Contents~~CAPITAL RESOURCES (contd.)

~~STATER~~The ~~BROS.~~following ~~HOLDINGS~~table ~~INC.~~sets forth our contractual cash obligations and commercial commitments as of March 31, 2013.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF



	Contractual Cash Obligations (in thousands)
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Term Loan due November 2014 ⁽¹⁾
Principal	$	97,146	$	14,500	$	82,646	$	—	$	—
Interest	5,610		3,823		1,787		—		—
	102,756		18,323		84,433		—		—
7.75% Senior Notes due April 2015
Principal	285,000		—		285,000		—		—
Interest	55,219		22,088		33,131		—		—
	340,219		22,088		318,131		—		—
7.375% Senior Notes due November 2018
Principal	255,000		—		—		—		255,000
Interest	112,838		18,806		37,613		37,613		18,806
	367,838		18,806		37,613		37,613		273,806
Capital lease obligations ⁽²⁾
Principal	1,829		1,160		667		2		—
Interest	162		129		33		—		—
	1,991		1,289		700		2		—
Post retirement benefit obligation ⁽³⁾	5,929		5,929		N/A		N/A		N/A
Operating leases ⁽²⁾	340,033		40,099		73,709		58,731		167,494
Total contractual cash obligations	$	1,158,766	$	106,534	$	514,586	$	96,346	$	441,300
	Other Commercial Commitments (in thousands)
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Standby letters of credit ⁽⁴⁾	$	59,858	$	59,858	$	—	$	—	$	—
Total other commercial commitments	$	59,858	$	59,858	$	—	$	—	$	—

~~FINANCIAL~~(1) ~~CONDITION~~As ~~AND~~of ~~RESULTS~~March OF31, ~~OPERATIONS~~2013, interest on our Term Loan is based on the Eurodollar Rate plus 2.500% and consisted of a ninety day rate of 2.811% on approximately $7.2 million and a twelve month rate of 3.344% on approximately $89.9 million. For purposes of contractual cash obligations shown here, we have assumed the ninety day and twelve month interest rates as of March 31, 2013 for the respective assumed short-term and long-term portions of our Term Loan.

~~LIQUIDITY~~(2) ~~AND~~We ~~CAPITAL~~lease ~~RESOURCES~~the ~~(contd~~majority of our retail stores.) We have subleased our former headquarters building and certain former distribution facilities located in Colton, California under an initial fifteen year term for an amount equal to our lease payment. For purposes of contractual cash obligations shown here, minimum lease payments on this lease are shown without sub-lease offsets. Certain of our operating leases provide for minimum annual payments that change over the primary term of the lease. For purposes of contractual cash obligations shown here, contractual step increases or decreases are shown in the period they are due. Certain leases provide for additional rents based on sales. Primary lease terms range from three to fifty-five years and substantially all leases provide for renewal options.

~~The~~(3) ~~following~~As ~~table~~of ~~sets~~September ~~forth~~30, ~~our~~2012, ~~contractual~~we ~~cash~~had ~~obligations~~unfunded pension and ~~commercial~~other ~~commitments~~post asretirement obligations of ~~December 30~~ $46.3 million under our Retired Benefit Pension Plan and our Early Retiree Medical Reimbursement Plan. Since we cannot determine the specific periods in which the obligations will be funded, ~~2012~~the table above reflects no amounts related to these obligations except for the amount of $5.9 million which we expect to contribute to the Plan during the remainder of fiscal 2013.

	Contractual Cash Obligations(in thousands)
	Total		Less than1 Year		1-3 Years		4-5 Years		After5 Years
Term Loan due November 2014 (1)
Principal	$	103,128	$	13,232	$	89,896	$	—	$	—
Interest		6,633		3,379		3,254		—		—
		109,761		16,611		93,150		—		—
7.75% Senior Notes due April 2015
Principal		285,000		—		285,000		—		—
Interest		55,219		22,088		33,131		—		—
		340,219		22,088		318,131		—		—
7.375% Senior Notes due November 2018
Principal		255,000		—		—		—		255,000
Interest		112,838		18,806		37,613		37,613		18,806
		367,838		18,806		37,613		37,613		273,806
Capital lease obligations (2)
Principal		2,133		1,236		879		18		—
Interest		222		173		49		—		—
		2,355		1,409		928		18		—
Post retirement benefit obligation (3)		5,929		5,929		N/A		N/A		N/A
Operating leases (2)		348,068		40,720		73,761		59,321		174,266
Total contractual cash obligations	$	1,174,170	$	105,563	$	523,583	$	96,952	$	448,072
	Other Commercial Commitments(in thousands)
	Total		Less than1 Year		1-3 Years		4-5 Years		After5 Years
Standby letters of credit (4)	$	59,858	$	59,858	$	—	$	—	$	—
Total other commercial commitments	$	59,858	$	59,858	$	—	$	—	$	—


₍₄₎	Standby letters of credit are committed as security for workers’ compensation obligations. Outstanding letters of credit expire between September 2013 and February 2014.

(1) Included in our term loan principal payments of less than one year is $0.5 million of excess cash payment under the agreement that was paid on December 31, 2012. Interest on our Term Loan is based on the Eurodollar Rate plus 2.500%. After principal payments on our Term Loan of $2.3 million on December 31, 2013, our interest rates consisted of a ninety day rate of 2.811% on approximately $10.9 million and a twelve month rate of 3.344% on approximately $89.9 million. For purposes of contractual cash obligations shown here, we have assumed the 90 day and twelve month interest rates as of January 1, 2013 for the respective assumed short-term and long-term portions of our Term Loan.16

~~(2)~~Table ~~We lease the majority~~ of our retail stores. We have subleased our former headquarters building and certain former distribution facilities located in Colton, California under an initial 15 year term for an amount equal to our lease payment. For purposes of contractual cash obligations shown here, minimum lease payments on this lease are shown without sub-lease offsets. Certain of our operating leases provide for minimum annual payments that change over the primary term of the lease. For purposes of contractual cash obligations shown here, contractual step increases or decreases are shown in the period they are due. Certain leases provide for additional rents based on sales. Primary lease terms range from 3 to 55 years and substantially all leases provide for renewal options.Contents

~~(footnotes continued~~STATER onBROS. ~~following~~HOLDINGS ~~page)~~ INC.

18MANAGEMENT’S DISCUSSION AND ANALYSIS OF

~~Table~~FINANCIAL ofCONDITION ~~Contents~~AND RESULTS OF OPERATIONS

~~STATER~~LIQUIDITY ~~BROS.~~AND ~~HOLDINGS~~CAPITAL ~~INC.~~RESOURCES (contd.)

~~MANAGEMENT’S~~Working ~~DISCUSSION~~capital ~~AND~~amounted ~~ANALYSIS~~to OF$243.8 million at March 31, 2013 and $217.0 million at September 30, 2012, and our current ratios were 1.77:1 and 1.67:1, respectively. Fluctuations in working capital and current ratios are not unusual in our industry.

~~FINANCIAL~~Net ~~CONDITION~~cash ~~AND~~provided ~~RESULTS~~by OFoperating ~~OPERATIONS~~activities for the twenty-six weeks ended March 31, 2013 was $40.3 million and $46.5 million for the twenty-six weeks ended March 25, 2012. A significant source of cash from operating activities in the twenty-six weeks of fiscal 2013 and fiscal 2012 was net income before the effect of non-cash depreciation and amortization.

~~LIQUIDITY~~As ~~AND~~of ~~CAPITAL~~March 31, ~~RESOURCES~~2013, ~~(contd~~we had the ability and right to pay a restricted payment, including dividends, of up to $19.)1 million.

~~(3)~~We Asbelieve ofthat ~~September~~operating ~~30,~~cash ~~2012,~~flows ~~we had unfunded pension~~ and ~~other~~current ~~post~~cash ~~retirement~~reserves ~~obligations~~will ofbe ~~$46.3~~sufficient ~~million~~to ~~under~~meet ~~our~~identified ~~Retired~~operating ~~Benefit~~needs ~~Pension~~and ~~Plan~~scheduled ~~and~~capital ~~our~~expenditures ~~Early~~for ~~Retiree~~the ~~Medical~~next ~~Reimbursement~~twelve ~~Plan~~months. ~~Since~~However, we ~~cannot~~may ~~determine~~elect ~~the~~to ~~specific~~fund ~~periods~~some incapital ~~which~~expenditures ~~the~~through ~~obligations~~capital ~~will be funded~~leases, ~~the~~operating ~~table~~leases ~~above~~or ~~reflects~~debt nofinancing. ~~amounts~~There ~~related~~can tobe ~~these~~no ~~obligations~~assurance ~~except~~that ~~for~~such ~~the~~debt ~~amount~~and oflease ~~$5.9~~financing ~~million~~will ~~which~~be weavailable ~~expect~~ to ~~contribute~~us toin the ~~Plan during the remainder of fiscal 2013~~future.

~~(4)~~Labor ~~Standby letters of credit are committed as security for workers’ compensation obligations. Outstanding letters of credit expire between February 2013 and December 2013.~~Relations

~~Working~~Our ~~capital~~collective ~~amounted~~bargaining toagreements ~~$222.5~~with ~~million~~the atUFCW ~~December 30,~~were ~~2012~~renewed in October 2011 and ~~$217.0~~expire ~~million~~in ~~at September~~March ~~30,~~2014. ~~2012,~~Our ~~and~~collective ~~our~~bargaining ~~current~~agreement ~~ratios~~with ~~were~~the ~~1.71:1~~International ~~and~~Brotherhood ~~1.67:1,~~of ~~respectively.~~Teamsters ~~Fluctuations~~was renewed in ~~working~~October ~~capital~~2010 and ~~current~~expires ~~ratios~~in ~~are~~September 2015. ~~not~~We ~~unusual~~believe inwe have good relations with our ~~industry~~employees.

~~Net~~CAUTIONARY ~~cash~~STATEMENT ~~used~~FOR inPURPOSES ~~operating~~OF ~~activities~~“SAFE ~~for~~HARBOR ~~the~~PROVISIONS” ~~thirteen~~OF ~~weeks~~THE ~~ended~~PRIVATE ~~December 30,~~SECURITIES ~~2012~~LITIGATION ~~was~~REFORM ~~$18.6~~ACT ~~million~~OF ~~and net cash provided by operating activities was $13~~1995.4 million for the thirteen weeks ended December 25, 2011. Significant uses of cash in operating activities in the first quarter of fiscal 2013 included increases in inventory levels to meet holiday demands and decreases in accrued liabilities primarily due to interest payments and timing of payments on payroll related liabilities.

~~Significant~~The ~~sources~~Private Securities Litigation Reform Act of ~~cash~~1995 ~~from~~provides ~~operating~~a ~~activities~~“safe harbor” for forward-looking statements. Certain information contained in our filings with the ~~first~~Securities ~~quarter~~and ofExchange ~~fiscal~~Commission ~~2012 included~~(as anwell ~~increase~~as information included in ~~accounts~~oral ~~payable~~statements ~~offset~~or other written statements made or to be made by ~~increases~~us) includes statements that are forward-looking, such as statements relating to plans for future activities. Such forward-looking information involves important risks and uncertainties that could significantly affect results in ~~inventory~~the ~~levels~~future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, ~~meet~~those ~~holiday~~relating ~~sales~~to ~~demand~~domestic economic conditions, seasonal and aweather ~~decrease~~fluctuations, labor unrest, expansion and other activities of competitors, changes in ~~accrued~~federal ~~interest~~or ~~due~~state tolaws and the ~~timing~~administration of ~~interest~~such ~~payments.~~laws and the general condition of the economy.

~~As of December 30, 2012, we had the ability and right to pay a restricted payment, including dividends, of up to $13.3 million.~~ 17

WeTable ~~believe~~of that operating cash flows and current cash reserves will be sufficient to meet identified operating needs and scheduled capital expenditures for the next twelve months. However, we may elect to fund some capital expenditures through capital leases, operating leases or debt financing. There can be no assurance that such debt and lease financing will be available to us in the future. Contents

~~Labor~~STATER ~~Relations~~BROS. HOLDINGS INC.

~~Our~~MARCH ~~collective~~31, bargaining agreements with the UFCW were renewed in October 2011 and expire in March 2014. Our collective bargaining agreement with the International Brotherhood of Teamsters was renewed in October 2010 and expires in September 2015. We believe we have good relations with our employees. 2013

~~CAUTIONARY~~PART ~~STATEMENT~~I ~~FOR~~- ~~PURPOSES~~FINANCIAL OFINFORMATION ~~“SAFE HARBOR PROVISIONS” OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995~~(contd. )

~~The~~Item ~~Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements~~3. ~~Certain information~~QUANTITATIVE ~~contained~~AND inQUALITATIVE ~~our~~DISCLOSURE ~~filings~~ABOUT ~~with~~MARKET the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us) includes statements that are forward-looking, such as statements relating to plans for future activities. Such forward-looking information involves important risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Holdings. These risks and uncertainties include, but are not limited to, those relating to domestic economic conditions, seasonal and weather fluctuations, labor unrest, expansion and other activities of competitors, changes in federal or state laws and the administration of such laws and the general condition of the economy. RISK

19We are subject to interest rate risk on our fixed interest rate debt obligations. Our fixed rate debt obligations are comprised of our Term Loan due November 2014, our 7.75% Senior Notes due April 2015, our 7.375% Senior Notes due November 2018 and capital lease obligations. In general, the fair value of fixed rate debt will increase as the market rate of interest decreases and will decrease as the market rate of interest increases. While interest rate changes will impact the market value risk of our Notes, such changes in the market value of our Notes do not affect our earnings or cash flows. Our earnings and our cash flows may be affected to the extent the interest rate on our Term Loan changes at each interest rate renewal period. We have not engaged in any interest rate swap agreements, derivative financial instruments or other type of financial transactions to manage interest rate risk.

~~Table~~Item of4. ~~Contents~~CONTROLS AND PROCEDURES

~~STATER~~Disclosure ~~BROS.~~Controls ~~HOLDINGS~~and ~~INC.~~ Procedures

~~DECEMBER~~Our 30management, ~~2012~~with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2013. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2013. There were no material changes in our internal control over financial reporting during the thirteen and twenty-six weeks ended March 31, 2013.

~~PART~~Because Iof -the ~~FINANCIAL~~inherent ~~INFORMATION~~limitation ~~(contd~~of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.) Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~PART 3.II ~~QUANTITATIVE~~- ~~AND~~OTHER ~~QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~INFORMATION

WeItem ~~are subject to interest rate risk on our fixed interest rate debt obligations~~1. ~~Our~~LEGAL fixed rate debt obligations are comprised of our Term Loan, our 7.75% Senior Notes due April 2015, our 7.375% Senior Notes due November 2018 and capital lease obligations. In general, the fair value of fixed rate debt will increase as the market rate of interest decreases and will decrease as the market rate of interest increases. While interest rate changes will impact the market value risk of our bonds, such changes in the market value of our bonds do not affect our earnings or cash flows. Our earnings and our cash flows may be affected to the extent the interest rate on our Term Loan changes at each interest rate renewal period. We have not engaged in any interest rate swap agreements, derivative financial instruments or other type of financial transactions to manage interest rate risk. PROCEEDINGS

~~Item~~In 4the ordinary course of business, we are party to various legal actions which we believe are incidental to the operation of our business and the business of our subsidiaries. ~~CONTROLS~~We ~~AND~~record ~~PROCEDURES~~an appropriate provision when the occurrence of loss is probable and can be reasonably estimated. We believe that the outcome of such legal proceedings to which we are currently a party will not have a material adverse effect upon our consolidated financial statements.

~~Disclosure~~In ~~Controls~~May of 2011, Markets was served with an action filed in the Superior Court of the State of California for the County of Riverside (“Harold F. Lunsford et al. v. Stater Bros. Markets”) seeking individual and ~~Procedures~~potential class action damages including associated penalties for Markets’ alleged failure to provide meal periods, rest periods or compensation in lieu thereof and alleged failure to pay certain wages for terminated employees. On January 26, 2012, following a mediation, this case was settled which settlement was approved by the court. The full settlement amount was recorded in our consolidated financial statements for fiscal 2012 and the full amount was paid in fiscal 2013.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 30, 2012. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 30, 2012. There were no material changes in our internal control over financial reporting during the first quarter of fiscal 2013. 18

~~Because~~Table of the inherent limitation of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Contents

~~PART~~STATER IIBROS. -HOLDINGS ~~OTHER INFORMATION~~ INC.

~~Item~~MARCH 1.31, ~~LEGAL PROCEEDINGS~~2013

InItem ~~the ordinary course of business, we are party to various legal actions which we believe are incidental to the operation of our business and the business of our subsidiaries~~1A. WeRISK record an appropriate provision when the occurrence of loss is probable and can be reasonably estimated. We believe that the outcome of such legal proceedings to which we are currently a party will not have a material adverse effect upon our consolidated financial statements. FACTORS

InThe ~~May~~supermarket ofindustry ~~2011,~~is ~~Markets~~highly ~~was~~competitive ~~served~~and ~~with~~generally ancharacterized ~~action~~by ~~filed~~narrow inprofit ~~the~~margins. ~~Superior~~We ~~Court~~compete ofwith ~~the~~various ~~State~~types of ~~California~~retailers, ~~for~~including ~~the~~local, ~~County~~regional ofand ~~Riverside~~national ~~(“Harold~~supermarket ~~F. Lunsford~~retailers, etconvenience ~~al.~~stores, v.retail ~~Stater~~drug ~~Bros.~~chains, ~~Markets”)~~national ~~seeking~~general ~~individual~~merchandisers and ~~potential~~discount ~~class~~retailers, ~~action~~membership ~~damages including associated penalties for Markets’ alleged failure to provide meal periods~~clubs, ~~rest~~warehouse ~~periods~~stores orand ~~compensation~~independent ~~in lieu thereof~~ and ~~alleged failure~~specialty togrocers. ~~pay~~Our ~~certain~~primary ~~wages~~traditional ~~for~~grocery ~~terminated~~format ~~employees.~~competitors Oninclude ~~January 26~~Vons, ~~2012~~Albertsons, ~~following a mediation~~Ralphs, ~~this~~and ~~case~~a ~~was~~number ~~settled~~of ~~which~~independent ~~settlement~~supermarket ~~was~~operators. ~~approved~~We byalso ~~the~~face ~~court.~~competition ~~The~~from ~~full~~restaurants ~~settlement~~and ~~amount~~fast ~~was~~food ~~recorded~~chains inas ~~our~~household ~~consolidated~~food ~~financial statements~~expenditures ~~for~~are ~~fiscal~~directed ~~2012~~to ~~and~~ the ~~full~~purchase ~~amount~~of ~~was~~food ~~paid~~prepared inoutside ~~fiscal~~the ~~2013~~home.

20Our principal competitors include traditional grocery format operators, regional markets, and “big box” format retailers, including Walmart, Target, Costco and Winco. Our competitors compete with us on the basis of location, quality of products, service, price, product variety and store condition. Our competitors maintain market share through high levels of promotional activities and discount pricing, which creates a difficult environment in which to consistently increase year-over-year sales gains. We expect our competitors to continue to apply pricing and other competitive pressures as they expand the number of their stores in our market area and as they continue to take steps to both maintain and grow their customer counts.

~~Table~~We face competitive pressure from existing competitors and from smaller format stores such as convenience stores, drug stores and discount stores that carry traditional grocery format items. Some of ~~Contents~~our competitors have greater resources than us and are not unionized resulting in lower labor cost. These competitors could use their resources to take measures which could adversely affect our competitive position.

~~STATER~~Our ~~BROS~~marketing area in Southern California continues to be highly competitive and in flux. ~~HOLDINGS~~Our ~~INC~~market changes frequently as competitors open and close supermarket locations and introduce new pricing strategies. We anticipate increased competition from “big box” format retailers, our traditional grocery format competitors and other smaller format competitors.

~~DECEMBER~~Our 30performance is affected by inflation and deflation. In recent periods, ~~2012~~we have experienced increases in transportation costs and the cost of products we sell in our stores. Our costs fluctuate for increases and decreases in commodities such as fuel, plastic and other product categories. As inflation has increased expenses, we have recovered, to the extent permitted by competition, the increase in expenses by increasing prices over time. However, the economic and competitive environment in Southern California continues to challenge us to become more cost efficient as our ability to recover increases in expenses through price increases is diminished. Our future results of operations will depend upon our ability to adapt to the current economic environment as well as the current competitive conditions.

~~Item 1A. RISK FACTORS~~19

~~The~~Table ~~supermarket industry is highly competitive and generally characterized by narrow profit margins. We compete with various types~~ of retailers, including local, regional and national supermarket retailers, convenience stores, retail drug chains, national general merchandisers and discount retailers, membership clubs, warehouse stores and independent and specialty grocers. Our primary traditional grocery format competitors include Vons, Albertsons, Ralphs, and a number of independent supermarket operators. We also face competition from restaurants and fast food chains as household food expenditures are directed to the purchase of food prepared outside the home. Contents

~~Our~~STATER ~~principal competitors include traditional grocery format operators, regional markets, and “big box” format retailers, including Walmart, Target, Costco and Winco~~BROS. ~~Our~~HOLDINGS ~~competitors compete with us on the basis of location, quality of products, service, price, product variety and store condition~~INC. Our competitors maintain market share through high levels of promotional activities and discount pricing, which creates a difficult environment in which to consistently increase year-over-year sales gains. We expect our competitors to continue to apply pricing and other competitive pressures as they expand the number of their stores in our market area and as they continue to take steps to both maintain and grow their customer counts.

~~We face~~MARCH ~~competitive pressure from existing competitors and from smaller format stores such as convenience stores~~31, drug stores and discount stores that carry traditional grocery format items. Some of our competitors have greater resources than us and are not unionized resulting in lower labor cost. These competitors could use their resources to take measures which could adversely affect our competitive position. 2013

~~Our~~Item ~~marketing area in Southern California continues to be highly competitive and in flux~~2. ~~Our~~UNREGISTERED ~~market~~SALES ~~changes~~OF ~~frequently~~EQUITY asSECURITIES ~~competitors~~AND ~~open~~USE ~~and~~OF close supermarket locations and introduce new pricing strategies. We anticipate increased competition from “big box” format retailers, our traditional grocery format competitors and other smaller format competitors. PROCEEDS

Our performance is affected by inflation and deflation. In recent periods, we have experienced increases in transportation costs and the cost of products we sell in our stores. Our costs fluctuate for increases and decreases in commodities such as fuel, plastic and other product categories. As inflation has increased expenses, we have recovered, to the extent permitted by competition, the increase in expenses by increasing prices over time. However, the economic and competitive environment in Southern California continues to challenge us to become more cost efficient as our ability to recover increases in expenses through price increases is diminished. Our future results of operations will depend upon our ability to adapt to the current economic environment as well as the current competitive conditions. None

21Item 3. DEFAULTS UPON SENIOR SECURITIES

~~Table of Contents~~None

~~STATER~~Item ~~BROS~~4. ~~HOLDINGS~~(REMOVED ~~INC.~~AND RESERVED)

~~DECEMBER~~Item ~~30,~~5. ~~2012~~OTHER INFORMATION

~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~None

None



Item 6.		EXHIBITS

(a)		Exhibits

31.1		Certification of Principal Executive Officer pursuant to Section 302 (a) of the Sarbanes-Oxley Act.

31.2		Certification of Principal Financial Officer pursuant to Section 302 (a) of the Sarbanes-Oxley Act.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		-XBRL Instance Document.

101.SCH		-XBRL Taxonomy Extension Schema Document.

101.CAL		-XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		-XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		-XBRL Taxonomy Extension Lable Linkbase Document.

101.PRE		-XBRL Taxonomy Extension Presentation Linkbase Document.

~~Item 3. DEFAULTS UPON SENIOR SECURITIES~~20

~~None~~Table of Contents

~~Item~~STATER 4BROS. ~~(REMOVED~~HOLDINGS ~~AND RESERVED)~~INC.

~~Item 5. OTHER INFORMATION~~Signatures

~~None~~ Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Item 6. EXHIBITS



Date:	May 13, 2013	/s/ Jack H. Brown
		Jack H. Brown Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)

Date:	May 13, 2013	/s/ David J. Harris
		David J. Harris Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

(a)		Exhibits
31.1		Certification of Principal Executive Officer pursuant to Section 302 (a) of the Sarbanes-Oxley Act.
31.2		Certification of Principal Financial Officer pursuant to Section 302 (a) of the Sarbanes-Oxley Act.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		-XBRL Instance Document.
101.SCH		-XBRL Taxonomy Extension Schema Document.
101.CAL		-XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		-XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		-XBRL Taxonomy Extension Lable Linkbase Document.
101.PRE		-XBRL Taxonomy Extension Presentation Linkbase Document.

STATER BROS. HOLDINGS INC.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 12, 2013		/s/ Jack H. Brown
		Jack H. Brown
		Chairman of the Board, President,
		and Chief Executive Officer
		(Principal Executive Officer)
Date: February 12, 2013		/s/ David J. Harris
		David J. Harris
		Senior Vice President - Finance and Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

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