##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: September 25, 2005
 OR
 o
    
    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.
  Delaware
    
    33-0350671(State or other jurisdiction of incorporation or
organization)
    
    (IRS Employer Identification No.)
 21700 Barton RoadColton, California
    
    92324(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code
    
    (909) 783-5000
 
 
 o þ
 o þ
 þ o
 þ o
 o þ
 Yes o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 



Page NumberPART IItem 1
    Business
    
    
    3Item 2
    Properties
    
    
    10Item 3
    Legal Proceedings
    
    
    11Item 4
    Submission of Matters to a Vote of Security Holders
    
    
    12PART IIItem 5
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    12Item 6
    Selected Financial Data
    
    
    13Item 7
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    29Item 8
    Financial Statements and Supplementary Data
    
    
    30Item 9
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    30Item 9A
    Controls and Procedures
    
    
    30Item 9B
    Other Information
    
    
    30PART IIIItem 10
    Directors and Executive Officers of the Registrant
    
    
    31Item 11
    Executive Compensation
    
    
    33Item 12
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    36Item 13
    Certain Relationships and Related Transactions
    
    
    37Item 14
    Principal Accounting Fees and Services
    
    
    37PART IVItem 15
    Exhibits and Financial Statement Schedules
    
    
    38Signatures
    
    
    43Exhibit 3.9Exhibit 3.10Exhibit 10.39Exhibit 12.1Exhibit 21.2Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




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PART I
 
 Item 1. Business
 General
    Ownership of the Company
  Issuance of Debt and Early Extinguishment of Debt
   3




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##### Table of Contents



Item 1. Business (contd.)
 Store Profile and Locations
    Store Expansion and Remodeling
   4




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##### Table of Contents



Item 1. Business (contd.)
 Store Expansion and Remodeling (contd.)
  Fiscal Year EndedSept. 30,
    
    
    Sept. 29,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2001
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005Number of supermarkets:Opened
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    4Closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Replaced
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total at end of year
    
    
    155
    
    
    
    156
    
    
    
    157
    
    
    
    158
    
    
    
    161Minor remodel
    
    
    10
    
    
    
    11
    
    
    
    20
    
    
    
    31
    
    
    
    47Major remodel
    
    
    2
    
    
    
    3
    
    
    
    4
    
    
    
    5
    
    
    
    8Expansion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Corporate Office and Distribution Facilities
    5




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##### Table of Contents



Item 1. Business (contd.)
 Corporate Office and Distribution Facilities (contd.)
   Purchasing and Marketing
   6




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##### Table of Contents



Item 1. Business (contd.)
 Retail Operations
  Store Management
 Customer Service
 Santee Dairies, Inc.
    7




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##### Table of Contents



Item 1. Business (contd.)
 Management Information Systems
   Employees
    Southern California Labor Dispute
    8




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##### Table of Contents



Item 1. Business (contd.)
 Competition
   Government Regulation
   Environmental
  9




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##### Table of Contents



Item 2. Properties
   SquareFacility
    
    
    FeetGrocery
    
    
    960,000Health and beauty care and general
merchandise
    
    
    188,000Frozen
    
    
    146,000Dairy manufacturing
    
    
    118,000Produce, meat and meat deli
    
    
    118,000Grocery deli
    
    
    116,000Dairy cold storage
    
    
    67,000Bakery
    
    
    40,000Support and administrative offices
    
    
    146,000Total
    
    
    1,899,000
  No. of Stores
    
    
    Total Square FeetUnder
    
    
    25,000-
    
    
    30,000-
    
    
    35,000-
    
    
    OverCounty
    
    Total
    
    
    Owned
    
    
    Leased
    
    
    25,000
    
    
    29,999
    
    
    34,999
    
    
    40,000
    
    
    40,000San Bernardino
    
    
    49
    
    
    
    9
    
    
    
    40
    
    
    
    5
    
    
    
    16
    
    
    
    6
    
    
    
    14
    
    
    
    8Riverside
    
    
    44
    
    
    
    11
    
    
    
    33
    
    
    
    10
    
    
    
    13
    
    
    
    5
    
    
    
    5
    
    
    
    11Orange
    
    
    30
    
    
    
    11
    
    
    
    19
    
    
    
    4
    
    
    
    13
    
    
    
    1
    
    
    
    4
    
    
    
    8Los Angeles
    
    
    26
    
    
    
    8
    
    
    
    18
    
    
    
    4
    
    
    
    7
    
    
    
    1
    
    
    
    3
    
    
    
    11San Diego
    
    
    10
    
    
    
    5
    
    
    
    5
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2
    
    
    
    7Kern
    
    
    2
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    Total
    
    
    161
    
    
    
    44
    
    
    
    117
    
    
    
    23
    
    
    
    50
    
    
    
    14
    
    
    
    29
    
    
    
    45
  10




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Item 3. Legal Proceedings
      Environmental Matters
  11




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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities
    Authorized
    
    
    OutstandingCommon Stock
    
    
    100,000
    
    
    
    0Class A Common Stock
    
    
    100,000
    
    
    
    38,301
 
    12




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Item 6. Selected Financial Data
  Fiscal Year EndedSept. 30,
    
    
    Sept. 29,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2001(4)
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands, except per share and store data amounts)Statement of Earnings Data:Sales
    
    $
    2,573,913
    
    
    $
    2,666,346
    
    
    $
    2,753,774
    
    
    $
    3,704,882
    
    
    $
    3,372,243Cost of goods sold
    
    
    1,911,065
    
    
    
    1,957,526
    
    
    
    1,999,361
    
    
    
    2,652,812
    
    
    
    2,468,135Gross profit
    
    
    662,848
    
    
    
    708,820
    
    
    
    754,413
    
    
    
    1,052,070
    
    
    
    904,108Selling, general and administrative
expenses
    
    
    579,422
    
    
    
    615,317
    
    
    
    659,547
    
    
    
    820,329
    
    
    
    772,885Depreciation and amortization
    
    
    22,988
    
    
    
    25,052
    
    
    
    27,660
    
    
    
    33,284
    
    
    
    39,575Total operating expenses
    
    
    602,410
    
    
    
    640,369
    
    
    
    687,207
    
    
    
    853,613
    
    
    
    812,460Operating profit
    
    
    60,438
    
    
    
    68,451
    
    
    
    67,206
    
    
    
    198,457
    
    
    
    91,648Interest and other income (expense)
    
    
    3,151
    
    
    
    142
    
    
    
    (44
    )
    
    
    855
    
    
    
    5,402Interest expense
    
    
    (52,410
    )
    
    
    (52,814
    )
    
    
    (53,254
    )
    
    
    (53,951
    )
    
    
    (57,142
    )Interest expense related to debt
purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,647
    )
    
    
    Equity in
income from unconsolidated
affiliate
    
    
    1,584
    
    
    
    2,914
    
    
    
    1,330
    
    
    
    929
    
    
    
    Income before income taxes
    
    
    12,763
    
    
    
    18,693
    
    
    
    15,238
    
    
    
    110,643
    
    
    
    39,908Income taxes
    
    
    5,234
    
    
    
    7,252
    
    
    
    5,471
    
    
    
    39,202
    
    
    
    13,662Net income
    
    $
    7,529
    
    
    $
    11,441
    
    
    $
    9,767
    
    
    $
    71,441
    
    
    $
    26,246Earnings per common share
    
    $
    150.58
    
    
    $
    272.63
    
    
    $
    255.01
    
    
    $
    1,865.25
    
    
    $
    685.26
 (footnotes on following page)
 13




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Item 6. Selected Financial Data (contd.)
 Fiscal Year EndedSept. 30,
    
    
    Sept. 29,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2001(4)
    
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005(In thousands, except per share and store data amounts)Balance Sheet Data (end of fiscal year):Working capital
    
    $
    120,457
    
    
    $
    119,643
    
    
    $
    124,517
    
    
    $
    319,855
    
    
    $
    277,154Total assets
    
    
    627,786
    
    
    
    630,921
    
    
    
    663,836
    
    
    
    1,014,121
    
    
    
    1,055,369Long-term notes
    
    
    439,000
    
    
    
    458,750
    
    
    
    458,750
    
    
    
    700,000
    
    
    
    700,000Long-term capitalized lease obligations
    
    
    12,098
    
    
    
    10,981
    
    
    
    9,926
    
    
    
    9,470
    
    
    
    8,292Other long-term liabilities
    
    
    24,480
    
    
    
    43,533
    
    
    
    53,014
    
    
    
    83,112
    
    
    
    83,799Common stockholders deficit
    
    
    (42,789
    )
    
    
    (75,849
    )
    
    
    (66,082
    )
    
    
    (39,641
    )
    
    
    (13,395
    )Dividends paid per share, Class A
common stock
    
    $
    
    
    
    $
    117.49
    
    
    $
    
    
    
    $
    1,174.90
    
    
    $
    Cash Flow Data:Cash provided by operating activities
    
    
    79,393
    
    
    
    51,168
    
    
    
    82,950
    
    
    
    150,516
    
    
    
    83,565Cash provided by (used in)
financing activities
    
    
    (7,140
    )
    
    
    (31,218
    )
    
    
    (1,116
    )
    
    
    102,090
    
    
    
    (1,235
    )Cash used in investing activities
    
    
    (33,248
    )
    
    
    (40,543
    )
    
    
    (51,725
    )
    
    
    (61,811
    )
    
    
    (120,880
    )Other Operating and Financial Data:Sales increases (decreases):Total sales
    
    
    6.5
    %
    
    
    3.6
    %
    
    
    3.3
    %
    
    
    34.5
    %
    
    
    (9.0
    )%Like stores sales (comparable 52-weeks)(1)
    
    
    4.5
    %
    
    
    5.3
    %
    
    
    2.8
    %
    
    
    30.3
    %
    
    
    (12.1
    )%Operating profit
    
    $
    60,438
    
    
    $
    68,451
    
    
    $
    67,206
    
    
    $
    198,457
    
    
    $
    91,648Ratio of earnings to fixed charges(2)
    
    
    1.18x
    
    
    
    1.24x
    
    
    
    1.21x
    
    
    
    1.97x
    
    
    
    1.47xGross profit as a percentage of sales
    
    
    25.75
    %
    
    
    26.58
    %
    
    
    27.40
    %
    
    
    28.40
    %
    
    
    26.81
    %Selling, general and administrative
expenses as a percentage of sales
    
    
    22.51
    %
    
    
    23.08
    %
    
    
    23.96
    %
    
    
    22.14
    %
    
    
    22.92
    %Store Data(3):Number of stores (at end of fiscal year)
    
    
    155
    
    
    
    156
    
    
    
    157
    
    
    
    158
    
    
    
    161Average sales per store (000s)
    
    $
    16,606
    
    
    $
    17,092
    
    
    $
    17,619
    
    
    $
    23,014
    
    
    $
    20,404Average store size:Total square feet
    
    
    33,018
    
    
    
    33,083
    
    
    
    33,111
    
    
    
    33,206
    
    
    
    33,474Selling square feet
    
    
    23,639
    
    
    
    23,675
    
    
    
    23,693
    
    
    
    23,746
    
    
    
    23,872Total square feet (at end of
fiscal year) (000s)
    
    
    5,118
    
    
    
    5,161
    
    
    
    5,205
    
    
    
    5,267
    
    
    
    5,415Total selling square feet (at end of
fiscal year) (000s)
    
    
    3,664
    
    
    
    3,693
    
    
    
    3,724
    
    
    
    3,764
    
    
    
    3,860Sales per total square foot
    
    $
    503
    
    
    $
    517
    
    
    $
    532
    
    
    $
    693
    
    
    $
    610Sales per selling square foot
    
    $
    702
    
    
    $
    722
    
    
    $
    744
    
    
    $
    969
    
    
    $
    855
  (1)
    
    Like store sales are calculated 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, only the current years weekly sales that correspond to the weeks the stores were
open in the previous year are used. For replacement store sales, sales for the entire year
are included in the like store sales calculation. For stores that were closed during the
year, only prior year sales that correspond to the week the stores were opened in the
current year are used. A store in Hemet, California was closed on the last day of fiscal
2004. Accordingly, all of this stores sales for fiscal 2003 and fiscal 2004 were included
in the like store sales calculation.
 (footnotes continued on following page)
 14




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Item 6. Selected Financial Data (contd.)
 (2)
    
    For the purpose of determining the ratio of earnings to fixed charges, earnings consist
of income before income taxes and amortization of previously capitalized interest. Fixed
charges consist of interest expense whether expensed or capitalized, amortization of debt
issuance costs, and such portion of rental expense as can be deemed by management to be
representative of the interest factor in the particular case. Included in earnings and
fixed charges for fiscal years 2001, 2002 and 2003 is the Companys 50% share of Santee. For
fiscal 2004, included in earnings and fixed charges is the Companys 50% share of fixed
charges and earnings of Santee through February 6, 2004. Santee has been consolidated into
the Companys consolidated results since that date.
 (3)
    
    Average sales per store, sales per total square feet and sales per selling square feet
are calculated by prorating the number of stores, total square feet and selling square feet
by the period of time the store was opened, for new stores, or the period of time the
expanded square footage was in service, for expanded stores.
 (4)
    
    The fiscal year 2001 was a 53-week year, whereas fiscal years 2002, 2003, 2004 and 2005
were 52-week years.
 15




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Item 7.
Managements Discussion and Analysis of Financial 
            Condition and Results of Operations
 Critical Accounting Policies
  Self-Insurance Reserves
  Advertising Allowances
   16




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Item 7.
Managements Discussion and Analysis of Financial 
            Condition
and Results of Operations (contd.)
 Critical Accounting Policies (contd.)
 Employee Benefit Plans
    Goodwill
  Significant Accounting Policies
  17




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Item 7.
Managements Discussion and Analysis of Financial 
            Condition
and Results of Operations (contd.)
 Ownership of the Company
  Results of Operations
  Fiscal Year Ended2003
    
    
    2004
    
    
    2005Sales
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %Gross profit
    
    
    27.40
    
    
    
    28.40
    
    
    
    26.81Operating expenses:Selling, general and
administrative expenses
    
    
    23.96
    
    
    
    22.14
    
    
    
    22.92Depreciation and amortization
    
    
    1.00
    
    
    
    0.90
    
    
    
    1.17Operating profit
    
    
    2.44
    
    
    
    5.36
    
    
    
    2.72Interest income
    
    
    0.04
    
    
    
    0.06
    
    
    
    0.20Interest expense
    
    
    (1.93
    )
    
    
    (1.46
    )
    
    
    (1.69
    )Interest expense related to debt purchase
    
    
    
    
    
    
    (0.96
    )
    
    
    Equity in income from unconsolidated affiliate
    
    
    0.05
    
    
    
    0.03
    
    
    
    Other expenses, net
    
    
    (0.05
    )
    
    
    (0.04
    )
    
    
    (0.05
    )Income before income taxes
    
    
    0.55
    %
    
    
    2.99
    %
    
    
    1.18
    %
    18




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Item 7.
Managements Discussion and Analysis of Financial 
            Condition
and Results of Operations (contd.)
 Results of Operations (contd.)
     19




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Item 7.
Managements Discussion and Analysis of Financial 
            Condition
and Results of Operations (contd.)
 Results of Operations (contd.)
     20




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Item 7. Managements Discussion and Analysis of Financial 
             Condition and Results of Operations (contd.)
 Results of Operations (contd.)
       Liquidity and Capital Resources
   21




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Item 7. Managements Discussion and Analysis of Financial 
             Condition and Results of Operations (contd.)
 Liquidity and Capital Resources (contd.)
       22




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial 
             Condition and Results of Operations (contd.)
 Liquidity and Capital Resources (contd.)
  Expected Capital Expenditures Fiscal 2006
 New corporate office and distribution
facilities
    
    $
    73,577New store construction, less reimbursements
    
    
    11,152Store remodels
    
    
    36,658MIS equipment and software
    
    
    13,027Store equipment
    
    
    20,130Transportation equipment
    
    
    4,445Production equipment
    
    
    2,150Distribution equipment
    
    
    945Office equipment and other
    
    
    418$
    162,502
    Credit Facilities
   23




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Item 7.
Managements Discussion and Analysis of Financial 
             Condition
and Results of Operations (contd.)
 Liquidity and Capital Resources (contd.)
 Credit Facilities (contd.)
       24




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Item 7. Managements Discussion and Analysis of Financial 
             Condition and Results of Operations (contd.)
 Liquidity and Capital Resources (contd.)
 Credit Facilities (contd.)
    Labor Relations
   Off-Balance Sheet Arrangements
  25




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Item 7. Managements Discussion and Analysis of Financial 
             Condition and Results of Operations (contd.)
 Tabular Disclosure of Contractual Cash Obligations
  Contractual Cash Obligations(in thousands)Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years8.125% Senior Notes due 2012Principal
    
    $
    525,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    525,000Interest
    
    
    298,594
    
    
    
    42,656
    
    
    
    85,313
    
    
    
    85,313
    
    
    
    85,312823,594
    
    
    
    42,656
    
    
    
    85,313
    
    
    
    85,313
    
    
    
    610,312Floating Rate Senior Notes due 2010(1)Principal
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    
    Interest
    
    
    62,123
    
    
    
    13,077
    
    
    
    26,189
    
    
    
    22,857
    
    
    
    237,123
    
    
    
    13,077
    
    
    
    26,189
    
    
    
    197,857
    
    
    
    Capital lease obligations (2)Principal
    
    
    9,482
    
    
    
    1,190
    
    
    
    2,040
    
    
    
    2,484
    
    
    
    3,768Interest
    
    
    6,436
    
    
    
    1,400
    
    
    
    2,343
    
    
    
    1,704
    
    
    
    98915,918
    
    
    
    2,590
    
    
    
    4,383
    
    
    
    4,188
    
    
    
    4,757Operating leases (2)
    
    
    274,719
    
    
    
    35,913
    
    
    
    58,173
    
    
    
    36,483
    
    
    
    144,150Total contractual cash obligations
    
    $
    1,351,354
    
    
    $
    94,236
    
    
    $
    174,058
    
    
    $
    323,841
    
    
    $
    759,219
 Other Commercial Commitments(in thousands)Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsStandby letters of credit (3)
    
    $
    49,040
    
    
    $
    49,040
    
    
    $
    
    
    
    $
    
    
    
    $
    Total other commercial commitments
    
    $
    49,040
    
    
    $
    49,040
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Interest on the Floating Rate Notes is based on the Three-month LIBOR plus 3.50% and is
set quarterly based on the Three-month LIBOR rate for the second London Banking Day
preceding each interest period. The floating interest rate at September 25, 2005 was
7.37%.
 (2)
    
    The Company leases the majority of its retail stores, offices, warehouses and distribution
facilities. Certain of the Companys 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.
 (3)
    
    Standby letters of credit are committed as security for workers compensation obligations
and as security for current rent obligations. Outstanding letters of credit expire between
December 2005 and October 2006.
 26




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##### Table of Contents



Item 7.
Managements Discussion and Analysis of Financial             Condition and Results of Operations (contd.)
 Recent Accounting Pronouncements
     Effect of Inflation and Competition
  27




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##### Table of Contents



Item 7.
Managements Discussion and Analysis of Financial             Condition and Results of Operations (contd.)
 Effect of Inflation and Competition (cont.)
   Cautionary Statement
  28




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosure about Market Risk
  Expected Year of Maturity(In thousands)2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    fair ValueLong-term debt and
Capital lease obligations
    
    $
    1,190
    
    
    $
    1,042
    
    
    $
    998
    
    
    $
    1,148
    
    
    $
    176,336
    
    
    $
    528,768
    
    
    $
    698,545Average interest rate
    
    
    8.03
    %
    
    
    8.02
    %
    
    
    8.02
    %
    
    
    8.01
    %
    
    
    7.99
    %
    
    
    8.18
    %
 29




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page NumberReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at September 28, 2003, September 26, 2004 and September 25, 2005
    
    
    F-3Fiscal years ended September 28, 2003, September 26, 2004 and September 25, 2005:Consolidated Statements of Income
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Consolidated Statements of Stockholders Deficit
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8 
 Item 9.
Changes in and Disagreements with Accountants on              Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
  
 Item 9B. Other Information
  30




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Name
    
    Age
    
    PositionJack H. Brown
    
    
    66
    
    
    Chairman of the Board, President
and Chief Executive OfficerDonald I. Baker
    
    
    64
    
    
    Executive Vice President
and Chief Operating OfficerPhillip J. Smith
    
    
    58
    
    
    Senior Vice President and Chief Financial OfficerDennis L. McIntyre
    
    
    45
    
    
    Group Senior Vice President of MarketingJames W. Lee
    
    
    54
    
    
    Group Senior Vice President of Retail OperationsEdward A. Stater
    
    
    54
    
    
    Senior Vice President of Retail OperationsBruce D. Varner
    
    
    69
    
    
    Director and SecretaryThomas W. Field, Jr.
    
    
    71
    
    
    Vice Chairman of the Board of DirectorsC. Dale Warman
    
    
    76
    
    
    Director
 Background of Directors and Executive Officers
 Jack H. Brown
 Donald I. Baker
 31




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##### Table of Contents



Item 10. Directors and Executive Officers of the Registrant (contd.)
 Background of Directors and Executive Officers (contd.)
 Phillip J. Smith
 Dennis L. McIntyre
 James W. Lee
 Edward A. Stater
 Bruce D. Varner
 Thomas W. Field, Jr.
 C. Dale Warman
 32




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##### Table of Contents



Item 11. Executive Compensation
  Annual CompensationName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Annual
    
    
    All Other(1)(2)(3)Principal Position
    
    Year
    
    
    Salary
    
    
    Bonuses(4)(5)(6)
    
    
    Compensation
    
    
    CompensationJack H. Brown
    
    
    2005
    
    
    $
    1,505,000
    
    
    $
    5,000,000
    
    
    $
    
    
    
    $
    51,000Chairman, President and
    
    
    2004
    
    
    $
    1,350,000
    
    
    $
    3,125,000
    
    
    $
    
    
    
    $
    54,478Chief Executive Officer
    
    
    2003
    
    
    $
    1,260,000
    
    
    $
    1,848,000
    
    
    $
    
    
    
    $
    53,067Donald I. Baker
    
    
    2005
    
    
    $
    665,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Executive Vice President and
    
    
    2004
    
    
    $
    553,000
    
    
    $
    480,000
    
    
    $
    
    
    
    $
    2,978Chief Operating Officer
    
    
    2003
    
    
    $
    515,000
    
    
    $
    295,000
    
    
    $
    
    
    
    $
    2,067Phillip J. Smith
    
    
    2005
    
    
    $
    256,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Vice President and
    
    
    2004
    
    
    $
    231,000
    
    
    $
    510,000
    
    
    $
    
    
    
    $
    2,978Chief Financial Officer
    
    
    2003
    
    
    $
    215,000
    
    
    $
    125,000
    
    
    $
    
    
    
    $
    2,067Dennis L. McIntyre
    
    
    2005
    
    
    $
    290,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Group Senior Vice President
    
    
    2004
    
    
    $
    257,000
    
    
    $
    170,000
    
    
    $
    
    
    
    $
    2,978of Marketing
    
    
    2003
    
    
    $
    240,000
    
    
    $
    80,000
    
    
    $
    
    
    
    $
    2,067James W. Lee
    
    
    2005
    
    
    $
    283,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Group Senior Vice President
    
    
    2004
    
    
    $
    252,000
    
    
    $
    170,000
    
    
    $
    
    
    
    $
    2,978of Retail Operations
    
    
    2003
    
    
    $
    232,000
    
    
    $
    80,000
    
    
    $
    
    
    
    $
    2,067
  (1)
    
    The dollar value of perquisites and other personal benefits, if any, for each of the
Named Executive Officers was less than the reporting thresholds established by the
Securities and Exchange Commission.(2)
    
    Amounts shown for the Named Executive Officers represent the Companys contributions to
the Companys Profit Sharing Plan, a defined contribution plan, for the account of each
Named Executive Officer. Plan participants become fully vested in the plan after seven
years of service.(3)
    
    Includes Mr. Browns Director Fees for 2003, 2004 and 2005, which amounted to $51,500,
$51,500 and $51,000, respectively.(4)
    
    Annual performance bonuses to be paid to the Named Executive Officers for fiscal 2005 had
neither been calculated nor awarded as of December 21, 2005, the
latest practical date.(5)
    
    Amounts shown for fiscal 2004 include performance bonuses earned during the Southern
California labor dispute. Amounts shown for fiscal 2004 for Mr. Smith also include bonuses
for the Santee transaction and successful bond offering.(6)
    
    Amount shown for fiscal 2005 for Mr. Brown was a bonus paid for a successful bond
offering in fiscal 2004.
 Stock Options and SARs
  33




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##### Table of Contents



Item 11. Executive Compensation (contd.)
 Pension Plan
   Pension Plan TableYears of ServiceRemuneration
    
    
    15
    
    
    20
    
    
    25
    
    
    30
    
    
    35$
    50,000
    
    
    $
    5,625
    
    
    $
    7,500
    
    
    $
    9,375
    
    
    $
    11,250
    
    
    $
    13,12575,000
    
    
    
    12,533
    
    
    
    16,710
    
    
    
    20,888
    
    
    
    25,065
    
    
    
    29,243100,000
    
    
    
    20,595
    
    
    
    27,460
    
    
    
    34,325
    
    
    
    41,190
    
    
    
    48,055125,000
    
    
    
    28,658
    
    
    
    38,210
    
    
    
    47,763
    
    
    
    57,315
    
    
    
    66,868150,000
    
    
    
    36,720
    
    
    
    48,960
    
    
    
    61,200
    
    
    
    73,440
    
    
    
    85,680175,000
    
    
    
    44,783
    
    
    
    59,710
    
    
    
    74,638
    
    
    
    89,565
    
    
    
    104,493200,000
    
    
    
    52,845
    
    
    
    70,460
    
    
    
    88,075
    
    
    
    105,690
    
    
    
    123,305205,000
    
    
    
    54,458
    
    
    
    72,610
    
    
    
    90,763
    
    
    
    108,915
    
    
    
    127,068
 Board of Directors
    Code of Ethics
  34




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##### Table of Contents



Item 11. Executive Compensation (contd.)
 Employment and Severance Agreements
    Phantom Stock Plan
   35




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Shares ofClass A
    
    
    Percentage ofCommon Stock
    
    
    Class AName and Address of
    
    
    Beneficially
    
    
    Common StockBeneficial Owner
    
    
    Owned
    
    
    OutstandingLa Cadena(1)
    
    
    38,301
    
    
    
    100
    %Jack H. Brown(1)(2)
    
    
    38,301
    
    
    
    100
    %Betty J. Moseley(1)(2)
    
    
    38,301
    
    
    
    100
    %Donald I. Baker(2)
    
    
    
    
    
    
    Phillip J. Smith(2)
    
    
    
    
    
    
    Dennis L. McIntyre(2)
    
    
    
    
    
    
    James W. Lee(2)
    
    
    
    
    
    
    Edward A. Stater(2)
    
    
    
    
    
    
    Bruce D. Varner(2)
    
    
    
    
    
    
    Thomas W. Field, Jr.(2)
    
    
    
    
    
    
    C. Dale Warman(2)
    
    
    
    
    
    
    All Directors and executive officers
as a group (10 persons)(1)
    
    
    38,301
    
    
    
    100
    % 
 (1)
    
    The 38,301 outstanding shares of the Companys Class A Common Stock are owned by La
Cadena and may be deemed to be beneficially owned by the partners of La Cadena. The general
partners of La Cadena are The Jack H. Brown Revocable Trust dated June 29, 2000 and The
Moseley Family Revocable Trust dated May 18, 2000. Mr. Browns Trust has the majority
interest and Mr. Brown is the Managing General Partner of La Cadena with the power to vote
the shares of the Company owned by La Cadena on all matters. The address of La Cadena is
3750 University Avenue, Suite 610, Riverside, California
92501.(2)
    
    The address of Messrs. Brown, Moseley, Baker, Smith, McIntyre, Lee, Stater, Varner, Field
and Warman is c/o the Company at 21700 Barton Road, Colton,
California 92324. Change of Control Arrangements
  36




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions
    
 Item 14. Principal Accounting Fees and Services
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  37




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  (1)
    
    Financial StatementsSee Financial Statement Index included in Item 8 of Part II of this Form 10-K.(2)
    
    Financial Statement SchedulesThe Financial Statement Schedules required by Item 15(d) for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are not required under the related instructions or are
inapplicable and therefore, have been omitted.(3)
    
    ExhibitsExhibits as required by Item 15(c) are as follows:
 exhibit no.
    
    
    
    
    
    description3.1
    
    
    
    (1
    )
    
    Certificate of Incorporation of Stater Bros. Holdings Inc.3.2
    
    
    
    (1
    )
    
    By-Laws of Stater Bros. Holdings Inc.3.3
    
    
    
    (9
    )
    
    Articles of Incorporation of Stater Bros. Markets3.4
    
    
    
    (9
    )
    
    By-Laws of Stater Bros. Markets3.5
    
    
    
    (9
    )
    
    Articles of Incorporation of Stater Bros. Development, Inc.3.6
    
    
    
    (9
    )
    
    By-Laws of Stater Bros. Development, Inc.3.7
    
    
    
    (9
    )
    
    Articles of Incorporation of Santee Dairies, Inc3.8
    
    
    
    (9
    )
    
    By-Laws of Santee Dairies, Inc.3.9
    
    
    
    (12
    )
    
    Articles of Incorporation of Super Rx, Inc.3.10
    
    
    
    (12
    )
    
    By-Laws of Super Rx, Inc.4.1
    
    
    
    (9
    )
    
    Indenture dated as of June 17, 2004 among
Stater Bros. Holdings Inc. as Issuer, Stater Bros. Markets, Stater
Bros. Development, Inc. and Santee Dairies Inc., as Guarantors, and
The Bank of New York, as Trustee4.2
    
    
    
    (9
    )
    
    Registration Rights Agreement dated as of
June 17, 2004 between Stater Bros. Holdings Inc., as Issuer, Stater
Bros. Markets, Stater Bros. Development, Inc. and Santee Dairies,
Inc., as Guarantors and Bank of America Securities LLC, as Initial
Purchaser4.3
    
    
    
    (9
    )
    
    Specimen Form of Fixed Rate Global Note4.4
    
    
    
    (9
    )
    
    Specimen Form of Floating Rate Global Not
 38




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##### Table of Contents



Item 15.
Exhibits and Financial Statement Schedules (contd.)
  exhibit no.
    
    
    
    
    
    description4.5
    
    
    
    (9
    )
    
    First Supplemental Indenture, dated as of
January 11, 2002, between Stater Bros. Holdings Inc. and The Bank of
New York, as successor in interest to IBJ Whitehall Bank & Trust
Company, as Trustee for the 10.75% Senior Notes due 20064.6
    
    
    
    (8
    )
    
    Second Supplemental Indenture, dated as of
May 27, 2004 between Stater Bros. Holdings Inc. and The Bank of New
York, as successor in interest to IBJ Whitehall Bank & Trust Company,
as Trustee for the 10.75% Senior Notes due 20065.1
    
    
    
    (9
    )
    
    Opinion of
Gibson, Dunn & Crutcher LLP10.1
    
    
    
    (1
    )
    
    Reclassification Agreement dated September
3, 1993, by and among Stater Bros., Craig and La Cadena10.2
    
    
    
    (1
    )
    
    Amendment to Reclassification Agreement,
dated January 12, 1994, by and among Stater Bros., Craig and La
Cadena10.3
    
    
    
    (1
    )
    
    Agreement of Stockholders dated May 10,
1989, by and among Stater Bros., Craig and La Cadena10.4
    
    
    
    (1
    )
    
    Amendment to Agreement of Stockholders dated
September 3, 1993, by and among Stater Bros., Craig, Craig Management,
Inc. and La Cadena10.5
    
    
    
    (1
    )
    
    Option Agreement dated September 3, 1993, by
and between Stater Bros. and Craig10.6
    
    
    
    (1
    )
    
    Amendment to Option Agreement dated January
12, 1994, by and between Stater Bros. and Craig10.7
    
    
    
    (1
    )
    
    Consulting Agreement dated September 3,
1993, by and between Stater Bros., Craig and CMI10.8
    
    
    
    (1
    )
    
    Letter Agreement regarding Consulting
Agreement, dated March 8,1994, by and between Stater Bros., Craig and
CMI10.9
    
    
    
    (1
    )
    
    Second Amended and Restated Stock Agreement
dated January 12, 1994, by and among Stater Bros., Craig, CMI, La
Cadena and James J. Cotter10.10
    
    
    
    (1
    )
    
    Security Agreement dated March 8, 1994, by
and between Stater Bros. and Craig10.11
    
    
    
    (1
    )
    
    Credit Agreement dated March 8, 1994, by
and between Stater Bros. Markets and Bank of America Trust and Savings
Association10.12
    
    
    
    (2
    )
    
    Amendment dated June 23, 1995 to the Credit
Agreement dated March 8, 1994, by and between Stater Bros. Markets and
Bank of America Trust and Savings Association10.13
    
    
    
    (2
    )
    
    Amendment dated July 22, 1996 to the Credit
Agreement dated March 8, 1994, by and between Stater Bros. Markets and
Bank of America Trust and Savings Association
 
 39




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##### Table of Contents



Item 15.
Exhibits and Financial Statement Schedules (contd.)
  exhibit no.
    
    
    
    
    
    description10.14
    
    
    
    (9
    )
    
    Credit Agreement dated as of June 17, 2004
by and among Stater Bros. Markets, Stater Bros. and Bank of America,
N.A10.15
    
    
    
    (1
    )
    
    Continuing Guaranty dated March 8, 1994, of
Stater Bros. Development, Inc. in favor of Bank of America Trust and
Savings Association10.16
    
    
    
    (1
    )
    
    Subordination Agreement dated March 8,
1994, by and among Stater Bros., Stater Bros. Markets and Bank of
America Trust and Savings Association10.17
    
    
    
    (1
    )
    
    Amended and Restated Sublease Agreement
dated June 1, 1983, between Wren Leasing Corp., as Lessor, and Stater
Bros. Markets, as Lessee10.18
    
    
    
    (1
    )
    
    Preferred Stock Agreement dated March 22,
1983, between Stater Bros. Markets and Petrolane Incorporated10.19
    
    
    
    (1
    )
    
    Escrow Agreement dated September 19, 1985,
by and among Stater Bros. Markets, Petrolane Incorporated and First
Interstate Bank of California10.20
    
    
    
    (2
    )
    
    Dealer Manager Agreement dated as of July
1, 1999, by and between Stater Bros. and Banc of America Securities
LLC10.21
    
    
    
    (3
    )
    
    Employment contract dated June 1, 2000 by
and between Stater Bros. Markets and Jack H. Brown10.22
    
    
    
    (4
    )
    
    Employment contract dated June 1, 2000, as
amended, by and between Stater Bros. Markets and Donald I. Baker10.23
    
    
    
    (4
    )
    
    Employment contract dated June 1, 2000, as
amended, by and between Stater Bros. Markets and A. Gayle Paden10.24
    
    
    
    (4
    )
    
    Employment contract dated June 1, 2000 by
and between Stater Bros. Markets and H. Harrison Lightfoot10.25
    
    
    
    (4
    )
    
    Employment contract dated June 1, 2000 by
and between Stater Bros. Markets and Phillip J. Smith10.26
    
    
    
    (4
    )
    
    Stater Bros. Holdings Inc. Phantom Stock
Plan10.27
    
    
    
    (5
    )
    
    First Amendment dated September 15, 2000 to
the Credit Agreement dated as of August 6, 1999 by and among Stater
Bros. Markets, Stater Bros. Holdings Inc. and Bank of America,
N.A.10.28
    
    
    
    (5
    )
    
    Second Amendment dated December 13, 2001 to
the Credit Agreement dated as of August 6, 1999 by and among Stater
Bros. Markets, Stater Bros. Holdings Inc. and Bank of America,
N.A.10.29
    
    
    
    (5
    )
    
    Third Amendment dated January 18, 2002 to
the Credit Agreement dated as of August 6, 1999 by and among Stater
Bros. Markets, Stater Bros. Holdings Inc. and Bank of America,
N.A.10.30
    
    
    
    (5
    )
    
    Subordinated Note for $20,000,000 dated
January 22, 2002 between Stater Bros. and H. Harrison Lightfoot with
an interest rate of 5% due March 31, 2007
 
 40




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##### Table of Contents



Item 15.
Exhibits and Financial Statement Schedules (contd.)
  exhibit no.
    
    
    
    
    
    description10.31
    
    
    
    (6
    )
    
    Employment contract dated June 1, 2000 by
and between Stater Bros. Markets and Dennis L. McIntyre10.32
    
    
    
    (6
    )
    
    Employment contract dated June 1, 2000 by
and between Stater Bros. Markets and Edward A. Stater10.33
    
    
    
    (6
    )
    
    Employment contract dated August 1, 2002 by
and between Stater Bros. Markets and James W. Lee10.34
    
    
    
    (7
    )
    
    Fourth Amendment dated February 4, 2003 to
the Credit Agreement dated as of August 6, 1999 by and among Stater
Bros. Markets, Stater Bros. Holdings Inc. and Bank of America,
N.A.10.35
    
    
    
    (8
    )
    
    Owner Participation Agreement, dated as of
April 14, 2004 between Stater Bros. Markets and the Inland Valley
Development Agency10.36
    
    
    
    (8
    )
    
    Development Parcel Disposition Agreement,
dated as of June 16, 2004 between Stater Bros. Markets and
Hillwood/San Bernardino, LLC10.37
    
    
    
    (9
    )
    
    Subsidiary Guaranty entered into as of June
17, 2004 by Stater Bros. Holdings Inc., Stater Bros. Development, Inc.
and Santee Dairies, Inc.10.38
    
    
    
    (11
    )
    
    Asset Purchase Agreement dated as of July
11, 2005 by and between Super Rx, Inc. and California Pharmacy
Systems, Inc.10.39
    
    
    
    (12
    )
    
    Amendment No. 1 to Amended and Restated
Stater Bros. Holdings Inc. Phantom Stock Plan dated
September 30, 200512.1
    
    
    
    (12
    )
    
    Computation of
ratio of earnings to fixed charges.14.1
    
    
    
    (10
    )
    
    Copy of
Financial Code of Ethics.21.1
    
    
    
    (9
    )
    
    Subsidiaries
of Stater Bros. Holdings Inc.21.2
    
    
    
    (12
    )
    
    Subsidiaries
of Stater Bros. Markets31.1
    
    
    
    (12
    )
    
    Certification of Principal Executive
Officer pursuant to Section 302 (a) of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    
    (12
    )
    
    Certification of Principal Financial
Officer pursuant to Section 302 (a) of the Sarbanes-Oxley
Act of 2002.32.1
    
    
    
    (12
    )
    
    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.
 (1)
    
    Previously filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement S-4
No. 33-77296 dated July 21, 1994.(2)
    
    Previously filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement S-4
No. 333-85723 dated August 20, 1999(3)
    
    Previously filed with the Securities and
Exchange Commission as exhibits to Registrants Quarterly Report on
Form 10-Q dated June 25, 2000 and filed on August 9,
2000.
 
 41




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##### Table of Contents



Item 15.
Exhibits and Financial Statement Schedules (contd.)
  (4)
    
    Previously filed with the Securities and Exchange Commission as
exhibits with the Annual Report on Form 10-K for the fiscal year ended
September 24, 2000.(5)
    
    Previously filed with the Securities and
Exchange Commission as exhibits to the Registrants Quarterly Report
on Form 10-Q dated December 31, 2001.(6)
    
    Previous filed with the Securities and Exchange
Commission as exhibits with the Annual Report on Form 10-K for the
fiscal year ended September 29, 2002.(7)
    
    Previously filed with the Securities and
Exchange Commission as exhibits to the Registrants Quarterly Report
on Form 10-Q dated December 29, 2002.(8)
    
    Incorporated by reference to Exhibit 10.35 to
the Quarterly Report on Form 10-Q for the quarter ended June 27,
2004.(9)
    
    Previously filed with the Securities and
Exchange Commission as an exhibit to the Registration Statement S-4
No. 333-118436 dated August 27, 2004, as amended.(10)
    
    Filed with the Securities and Exchange
Commission as exhibits with the Annual Report on Form 10-K for the
fiscal year ended September 26, 2004.(11)
    
    Previously filed with the Securities and
Exchange Commission as an exhibit to the Registrants Quarterly Report
on Form 10-Q dated June 26, 2005.(12)
    
    Filed with the Securities and Exchange
Commission as exhibits with the Annual Report on Form 10-K for the
fiscal year ended September 25, 2005.
  42




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##### Table of Contents



STATER BROS. HOLDINGS INC.
FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 2005
FORM 10-K
 
 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 December 21, 2005
    
    
    
    Stater Bros. Holdings Inc.Date
 By:
    /s/  Jack H. BrownJack H. BrownChairman of the Board,
President and Chief
Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 Signature
    
    Title
    
    Date/s/
    
    Jack H. Brown
    
    Chairman of the Board, President and
    
    December 21, 2005Jack H. Brown
    
    Chief Executive Officer and Director(Principal Executive Officer)/s/
    
    Thomas W. Field, Jr.
    
    Vice Chairman of the Board
    
    December 21, 2005Thomas W. Field, Jr.
    
    and Director/s/
    
    Bruce D. Varner
    
    Secretary and Director
    
    December 21, 2005Bruce D. Varner/s/
    
    C. Dale Warman
    
    Director
    
    December 21, 2005C. Dale Warman/s/
    
    Phillip J. Smith
    
    Senior Vice President and
    
    December 21, 2005Phillip J. Smith
    
    Chief Financial Officer
(Principal Financial Officer)
 43




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page NumberReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at September 28, 2003, September 26, 2004 and September 25, 2005
    
    
    F-3Fiscal years ended September 28, 2003, September 26, 2004 and September 25, 2005:Consolidated Statements of Income
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Consolidated Statements of Stockholders Deficit
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



F-2




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##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED BALANCE SHEETS
  ASSETS
 Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005Current assetsCash and cash equivalents
    
    $
    111,152
    
    
    $
    301,947
    
    
    $
    263,397Restricted cash
    
    
    
    
    
    
    20,000
    
    
    
    29,000Receivables
    
    
    23,217
    
    
    
    39,258
    
    
    
    42,556Income tax receivables
    
    
    4,354
    
    
    
    
    
    
    
    2,450Inventories
    
    
    172,267
    
    
    
    185,567
    
    
    
    185,302Prepaid expenses
    
    
    6,962
    
    
    
    8,847
    
    
    
    8,663Deferred income taxes
    
    
    14,793
    
    
    
    25,416
    
    
    
    22,459Total current assets
    
    
    332,745
    
    
    
    581,035
    
    
    
    553,827Investment in unconsolidated affiliate
    
    
    16,910
    
    
    
    
    
    
    
    Property and equipmentLand
    
    
    50,930
    
    
    
    68,120
    
    
    
    89,518Buildings and improvements
    
    
    200,349
    
    
    
    252,715
    
    
    
    297,228Store fixtures and equipment
    
    
    242,562
    
    
    
    337,589
    
    
    
    376,239Property subject to capital leases
    
    
    24,670
    
    
    
    25,891
    
    
    
    25,903518,511
    
    
    
    684,315
    
    
    
    788,888Less accumulated depreciation and amortization
    
    
    220,356
    
    
    
    279,459
    
    
    
    320,951298,155
    
    
    
    404,856
    
    
    
    467,937Deferred income taxes, long-term
    
    
    
    
    
    
    
    
    
    
    5,302Goodwill
    
    
    
    
    
    
    
    
    
    
    2,894Deferred debt issuance costs, net
    
    
    10,486
    
    
    
    21,891
    
    
    
    19,011Other assets
    
    
    5,540
    
    
    
    6,339
    
    
    
    6,39816,026
    
    
    
    28,230
    
    
    
    33,605Total assets
    
    $
    663,836
    
    
    $
    1,014,121
    
    
    $
    1,055,369
  F-3




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##### Table of Contents



STATER BROS. HOLDINGS INC.
 CONSOLIDATED BALANCE SHEETS (contd.)
  LIABILITIES AND STOCKHOLDERS DEFICIT
 Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005Current liabilitiesAccounts payable
    
    $
    112,458
    
    
    $
    144,612
    
    
    $
    144,298Accrued payroll and related expenses
    
    
    44,362
    
    
    
    55,049
    
    
    
    59,951Other accrued liabilities
    
    
    50,352
    
    
    
    60,210
    
    
    
    71,234Accrued income taxes
    
    
    
    
    
    
    62
    
    
    
    Current portion of capital lease obligations
    
    
    1,056
    
    
    
    1,247
    
    
    
    1,190Total current liabilities
    
    
    208,228
    
    
    
    261,180
    
    
    
    276,673Deferred income taxes
    
    
    5,272
    
    
    
    2,209
    
    
    
    Long-term debt
    
    
    458,750
    
    
    
    700,000
    
    
    
    700,000Capital lease obligations, less current portion
    
    
    9,926
    
    
    
    9,470
    
    
    
    8,292Long-term portion of self-insurance and other reserves
    
    
    27,941
    
    
    
    35,654
    
    
    
    35,442Other long-term liabilities
    
    
    19,801
    
    
    
    45,249
    
    
    
    48,357Total liabilities
    
    
    729,918
    
    
    
    1,053,762
    
    
    
    1,068,764Commitments and contingenciesStockholders deficitCommon Stock, $.01 par value:Authorized
shares  100,000Issued and
outstanding shares  0 in 2003, 2004 and 2005
    
    
    
    
    
    
    
    
    
    
    Class A Common Stock, $.01 par value:Authorized shares - 100,000Issued and
outstanding shares  38,301 in 2003, 2004 and 2005
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    9,740
    
    
    
    9,740
    
    
    
    9,740Retained deficit
    
    
    (75,822
    )
    
    
    (49,381
    )
    
    
    (23,135
    )Total stockholders deficit
    
    
    (66,082
    )
    
    
    (39,641
    )
    
    
    (13,395
    )Total liabilities and stockholders deficit
    
    $
    663,836
    
    
    $
    1,014,121
    
    
    $
    1,055,369
  F-4




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##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
  Fiscal Year EndedSept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005Sales
    
    $
    2,753,774
    
    
    $
    3,704,882
    
    
    $
    3,372,243Cost of goods sold
    
    
    1,999,361
    
    
    
    2,652,812
    
    
    
    2,468,135Gross profit
    
    
    754,413
    
    
    
    1,052,070
    
    
    
    904,108Operating expenses:Selling, general and administrative expenses
    
    
    659,547
    
    
    
    820,329
    
    
    
    772,885Depreciation and amortization
    
    
    27,660
    
    
    
    33,284
    
    
    
    39,575Total operating expenses
    
    
    687,207
    
    
    
    853,613
    
    
    
    812,460Operating profit
    
    
    67,206
    
    
    
    198,457
    
    
    
    91,648Interest income
    
    
    1,049
    
    
    
    2,198
    
    
    
    6,816Interest expense
    
    
    (53,254
    )
    
    
    (53,951
    )
    
    
    (57,142
    )Interest expense related to debt purchase
    
    
    
    
    
    
    (35,647
    )
    
    
    Equity in income from unconsolidated affiliate
    
    
    1,330
    
    
    
    929
    
    
    
    Other expenses, net
    
    
    (1,093
    )
    
    
    (1,343
    )
    
    
    (1,414
    )Income before income taxes
    
    
    15,238
    
    
    
    110,643
    
    
    
    39,908Income taxes
    
    
    5,471
    
    
    
    39,202
    
    
    
    13,662Net income
    
    $
    9,767
    
    
    $
    71,441
    
    
    $
    26,246Earnings per common share
    
    $
    255.01
    
    
    $
    1,865.25
    
    
    $
    685.26Dividends per common share
    
    $
    
    
    
    $
    1,174.90
    
    
    $
    Average common shares outstanding
    
    
    38,301
    
    
    
    38,301
    
    
    
    38,301Common shares outstanding at end of year
    
    
    38,301
    
    
    
    38,301
    
    
    
    38,301
  F-5




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##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Fiscal Year EndedSept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005Operating activities:Net income
    
    $
    9,767
    
    
    $
    71,441
    
    
    $
    26,246Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    35,089
    
    
    
    43,735
    
    
    
    51,754Gain from litigation settlement
    
    
    
    
    
    
    (22,371
    )
    
    
    Deferred income taxes
    
    
    448
    
    
    
    (17,064
    )
    
    
    (4,554
    )Loss on disposals of assets
    
    
    1,093
    
    
    
    1,488
    
    
    
    1,594Net undistributed income in unconsolidated affiliate
    
    
    (1,330
    )
    
    
    (929
    )
    
    
    Changes in operating assets and liabilities:Increase in restricted cash
    
    
    
    
    
    
    (20,000
    )
    
    
    (9,000
    )(Increase) decrease in receivables
    
    
    3,283
    
    
    
    (4,749
    )
    
    
    (3,298
    )(Increase) decrease in income tax receivables
    
    
    2,707
    
    
    
    4,354
    
    
    
    (2,512
    )(Increase) decrease in inventories
    
    
    3,137
    
    
    
    (10,604
    )
    
    
    1,994(Increase) decrease in prepaid expenses
    
    
    893
    
    
    
    (721
    )
    
    
    100Decrease in other assets
    
    
    3,559
    
    
    
    13,667
    
    
    
    2,871Increase (decrease) in accounts payable
    
    
    8,292
    
    
    
    24,520
    
    
    
    (314
    )Increase in accrued income taxes
    
    
    
    
    
    
    62
    
    
    
    Increase in accrued liabilities, long-term portion
of self-insurance reserves and other liabilities
    
    
    16,012
    
    
    
    67,687
    
    
    
    18,684Net cash provided by operating activities
    
    
    82,950
    
    
    
    150,516
    
    
    
    83,565Financing activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    700,000
    
    
    
    Proceeds from equipment financing
    
    
    
    
    
    
    718
    
    
    
    Premium, fees and make-whole payments related to debt purchase
    
    
    
    
    
    
    (26,519
    )
    
    
    Debt issuance costs
    
    
    
    
    
    
    (22,723
    )
    
    
    Amortization of debt issuance costs related to debt purchase
    
    
    
    
    
    
    9,128
    
    
    
    Dividends paid
    
    
    
    
    
    
    (45,000
    )
    
    
    Principal payments on long-term debt
    
    
    
    
    
    
    (512,250
    )
    
    
    Principal payments on capital lease obligations
    
    
    (1,116
    )
    
    
    (1,264
    )
    
    
    (1,235
    )Net cash provided by (used in) financing activities
    
    
    (1,116
    )
    
    
    102,090
    
    
    
    (1,235
    )Investing activities:Acquisition of pharmacies
    
    
    
    
    
    
    
    
    
    
    (4,845
    )Purchase of property and equipment
    
    
    (51,890
    )
    
    
    (61,986
    )
    
    
    (116,341
    )Proceeds from sale of property and equipment
    
    
    165
    
    
    
    175
    
    
    
    306Net cash used in investing activities
    
    
    (51,725
    )
    
    
    (61,811
    )
    
    
    (120,880
    )Net increase (decrease) in cash and cash equivalents
    
    
    30,109
    
    
    
    190,795
    
    
    
    (38,550
    )Cash and cash equivalents at beginning of period
    
    
    81,043
    
    
    
    111,152
    
    
    
    301,947Cash and cash equivalents at end of period
    
    $
    111,152
    
    
    $
    301,947
    
    
    $
    263,397Interest paid
    
    $
    49,560
    
    
    $
    72,449
    
    
    $
    55,022Income taxes paid
    
    $
    3,000
    
    
    $
    51,656
    
    
    $
    20,821
  F-6




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##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT
  Class A
    
    
    AdditionalCommon
    
    
    Common
    
    
    Paid-in
    
    
    RetainedStock
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalances at September 29, 2002
    
    $
    
    
    
    $
    
    
    
    $
    9,740
    
    
    $
    (85,589
    )
    
    $
    (75,849
    )Net income for 52 weeks ended
September 28, 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,767
    
    
    
    9,767Balances at September 28, 2003
    
    
    
    
    
    
    
    
    
    
    9,740
    
    
    
    (75,822
    )
    
    
    (66,082
    )Net income for 52 weeks ended
September 26, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,441
    
    
    
    71,441Dividend paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,000
    )
    
    
    (45,000
    )Balances at September 26, 2004
    
    
    
    
    
    
    
    
    
    
    9,740
    
    
    
    (49,381
    )
    
    
    (39,641
    )Net income for 52 weeks ended
September 25, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,246
    
    
    
    26,246Balances at September 25, 2005
    
    $
    
    
    
    $
    
    
    
    $
    9,740
    
    
    $
    (23,135
    )
    
    $
    (13,395
    )
  F-7




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##### Table of Contents



stater bros. holdings inc.
 
 notes to consolidated financial statements
 September 25, 2005
 Note 1  The Company and Summary of Significant Accounting Policies
 Description of Business
  Principles of Consolidation
  Reclassifications
  Use of Estimates
  Fiscal Year
  Cash and Cash Equivalents
  Restricted Cash
  Inventories
  Receivables
  Long-Lived Assets
  F-8




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 1  The Company and Summary of Significant Accounting Policies (contd.)
 Property and Equipment
   Range
    
    Most PrevalentBuildings and improvements
    
    5 - 20 Years
    
    20 YearsStore furniture and equipment
    
    3 - 10 Years
    
    5 YearsProperty subject to capital leases
    
    Life of Lease
    
    25 Years
 Deferred Debt Issuance Costs
  Phantom Stock Plan
  Self-Insurance Reserves
  Income Taxes
  Revenue Recognition
  F-9




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 1  The Company and Summary of Significant Accounting Policies (contd.)
 Cost of Goods Sold
  Selling, General and Administrative Expenses
   Vendor Rebates and Allowances
  Advertising
  F-10




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 1  The Company and Summary of Significant Accounting Policies (contd.)
 Advertising Allowances
  Leases
  Recent Accounting Pronouncements
    F-11




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 1
 The Company and Summary of Significant Accounting Policies
(contd.)
 Recent Accounting Pronouncements (cont.)
  Note 2
 Santee
    F-12




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 2
 Santee (contd.)
  Feb. 6, 2004(in thousands)Current Assets
    
    $
    13,246Property and equipment
    
    
    47,630Other long-term assets
    
    
    550Total assets acquired
    
    
    61,426Current liabilities
    
    
    14,005Long-term liabilities
    
    
    25,600Total liabilities assumed
    
    
    39,605Net assets acquired
    
    $
    21,821  F-13




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 2
 Santee (contd.)
  
 Fiscal Year EndedSept. 28,
    
    
    Sept. 26,2003
    
    
    2004Sales
    
    $
    2,878,809
    
    
    $
    3,771,647Income before income taxes
    
    $
    17,983
    
    
    $
    112,541Net income
    
    $
    14,751
    
    
    $
    69,921Earnings per share
    
    $
    385.14
    
    
    $
    1,825.56  Note 3
 Acquisition of In-Store Pharmacies
     F-14




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 3
 Acquisition of In-Store Pharmacies (cont.)
  Inventories
    
    $
    1,729Property and equipment
    
    
    172Goodwill
    
    
    2,894Other assets
    
    
    50Total assets acquired
    
    
    4,845Total liabilities assumed
    
    
    Net assets acquired
    
    $
    4,845  Note 4
 Goodwill
  Note 5  Issuance of New Debt and Early Extinguishment of Debt
   F-15




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 5  Issuance of New Debt and Early Extinguishment of Debt (contd.)
  Note 6  Debt
  Fiscal Year EndedSept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005(In thousands)Floating Rate Senior Notes due 2010
    
    $
    
    
    
    $
    175,000
    
    
    $
    175,0008.125% Senior Notes due 2012
    
    
    
    
    
    
    525,000
    
    
    
    525,0005% Subordinated Notes due 2007
    
    
    20,000
    
    
    
    
    
    
    
    10.75% Senior Notes due 2006
    
    
    438,750
    
    
    
    
    
    
    
    Total long-term debt
    
    $
    458,750
    
    
    $
    700,000
    
    
    $
    700,000     F-16




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 7  Bank Facilities
      F-17




---



##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 7  Bank Facilities (contd.)
        Note 8  Leases
  F-18




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 8
 Leases (contd.)
   OperatingLeasesCapital
    
    
    MinimumLeases
    
    
    Payments(In thousands)2006
    
    $
    2,590
    
    
    $
    35,9132007
    
    
    2,282
    
    
    
    30,7912008
    
    
    2,099
    
    
    
    27,3822009
    
    
    2,095
    
    
    
    19,2502010
    
    
    2,095
    
    
    
    17,233Thereafter
    
    
    4,757
    
    
    
    144,150Total minimum lease payments
    
    
    15,918
    
    
    $
    274,719Less amounts representing interest
    
    
    6,436Present value of minimum lease payments
    
    
    9,482Less current portion
    
    
    1,190Long-term portion
    
    $
    8,292  Sept. 28, 2003
    
    
    Sept. 26, 2004
    
    
    Sept. 25, 2005Minimum rentals
    
    $
    26,383
    
    
    $
    27,854
    
    
    $
    29,491Rentals based on sales
    
    $
    10,951
    
    
    $
    13,427
    
    
    $
    12,838Sublease income
    
    $
    1,213
    
    
    $
    1,258
    
    
    $
    1,283  F-19




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##### Table of Contents



stater bros. holdings inc.
 notes
to consolidated financial statements (contd.)
 Note 9  Income Taxes
  Sept. 28, 2003
    
    
    Sept. 26, 2004
    
    
    Sept. 25, 2005(in thousands)CurrentFederal
    
    $
    2,590
    
    
    $
    43,564
    
    
    $
    15,662State
    
    
    1,343
    
    
    
    12,248
    
    
    
    5,1903,933
    
    
    
    55,812
    
    
    
    20,852DeferredFederal
    
    
    1,513
    
    
    
    (14,734
    )
    
    
    (4,564
    )State
    
    
    25
    
    
    
    (1,876
    )
    
    
    (2,626
    )1,538
    
    
    
    (16,610
    )
    
    
    (7,190
    )Income tax expense
    
    $
    5,471
    
    
    $
    39,202
    
    
    $
    13,662  Sept. 28, 2003
    
    

Sept. 26, 2004
    
    

Sept. 25, 2005Statutory federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State franchise tax rate, net of federal
income tax benefit
    
    
    5.8
    
    
    
    5.8
    
    
    
    5.8Change in valuation allowance
    
    
    
    
    
    
    
    
    
    
    (3.6
    )Change for contingent tax matters
    
    
    (3.2
    )
    
    
    (5.5
    )
    
    
    Tax credits
    
    
    (3.3
    )
    
    
    (0.4
    )
    
    
    (2.3
    )Other
    
    
    1.6
    
    
    
    0.5
    
    
    
    (0.7
    )35.9
    %
    
    
    35.4
    %
    
    
    34.2
    %  Sept. 28, 2003
    
    

Sept. 26, 2004
    
    

Sept. 25, 2005(in thousands)Deferred income tax assets:Self-insurance reserves
    
    $
    18,592
    
    
    $
    24,142
    
    
    $
    24,607Phantom stock
    
    
    6,636
    
    
    
    16,407
    
    
    
    20,520Payroll liabilities
    
    
    4,893
    
    
    
    8,604
    
    
    
    9,477State franchise tax
    
    
    420
    
    
    
    4,388
    
    
    
    1,817Inventories
    
    
    2,318
    
    
    
    2,233
    
    
    
    2,349Income deferred for book purposes
    
    
    2,765
    
    
    
    1,472
    
    
    
    2,023Tax credits and operating loss carry forwards
    
    
    1,650
    
    
    
    9,134
    
    
    
    5,569Total deferred income tax assets
    
    
    37,274
    
    
    
    66,380
    
    
    
    66,362Deferred income tax liabilities:Property and equipment
    
    
    (20,656
    )
    
    
    (37,589
    )
    
    
    (34,096
    )Other assets
    
    
    (2,058
    )
    
    
    (1,751
    )
    
    
    (2,058
    )Investment in unconsolidated affiliate
    
    
    (1,302
    )
    
    
    (1,681
    )
    
    
    (1,681
    )Other, net
    
    
    (3,737
    )
    
    
    (56
    )
    
    
    (93
    )Total deferred income tax liabilities
    
    
    (27,753
    )
    
    
    (41,077
    )
    
    
    (37,928
    )Net deferred taxes before valuation allowance
    
    
    9,521
    
    
    
    25,303
    
    
    
    28,434Valuation allowance
    
    
    
    
    
    
    (2,096
    )
    
    
    (673
    )Net deferred income tax assets
    
    $
    9,521
    
    
    $
    23,207
    
    
    $
    27,761 F-20




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 9  Income Taxes (contd.)
   Note 10  Retirement Plans
 Pension Plan
   Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005(in thousands)Service cost  benefits earned during
the period
    
    $
    2,095
    
    
    $
    2,218
    
    
    $
    2,577Interest cost on projected benefit
obligation
    
    
    2,256
    
    
    
    2,489
    
    
    
    2,864Actual return on assets
    
    
    (2,047
    )
    
    
    (1,944
    )
    
    
    (1,485
    )Net amortization and deferral
    
    
    27
    
    
    
    27
    
    
    
    Recognized gains or losses
    
    
    467
    
    
    
    720
    
    
    
    908Prior service cost recognized
    
    
    (2
    )
    
    
    (2
    )
    
    
    (2
    )Net periodic pension cost
    
    $
    2,796
    
    
    $
    3,508
    
    
    $
    4,862Assumptions used for accounting were:Discount rate
    
    
    6.50
    %
    
    
    6.00
    %
    
    
    6.00
    %Rate of increase in compensation levels
    
    
    5.00
    %
    
    
    4.00
    %
    
    
    4.00
    %Expected long-term rate of return on
plan assets
    
    
    8.00
    %
    
    
    7.00
    %
    
    
    5.00
    % F-21




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 10  Retirement Plans (contd.)
 Pension Plan (contd.)
  Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005(in thousands)Actuarial present value of benefit obligations:Accumulated benefit obligation
    
    $
    33,342
    
    
    $
    38,423
    
    
    $
    44,833Vested benefit obligation
    
    $
    32,505
    
    
    $
    37,585
    
    
    $
    43,725Projected benefit obligation
    
    $
    (41,354
    )
    
    $
    (47,132
    )
    
    $
    (55,192
    )Plan assets at fair value, primarily
notes and bonds
    
    
    27,792
    
    
    
    29,812
    
    
    
    31,648Projected benefit obligation in excess of
plan assets
    
    
    (13,562
    )
    
    
    (17,320
    )
    
    
    (23,544
    )Unrecognized net loss
    
    
    13,381
    
    
    
    15,843
    
    
    
    20,504Unrecognized prior service cost
    
    
    
    
    
    
    2
    
    
    
    5Unrecognized net obligations established
October 1, 1987
    
    
    27
    
    
    
    
    
    
    
    Pension liability recognized in the
balance sheet
    
    $
    (154
    )
    
    $
    (1,475
    )
    
    $
    (3,035
    )  Profit Sharing Plan
  Multi-Employer Plans
  F-22




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 10  Retirement Plans (contd.)
 Multi-Employer Plans (contd.)
  Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 25,2003
    
    
    2004
    
    
    2005(in thousands)Multi-Employer Pension Plans
    
    $
    22,986
    
    
    $
    36,030
    
    
    $
    34,344Multi-Employer Health and Welfare
    
    
    79,561
    
    
    
    133,937
    
    
    
    102,518Total Multi-Employer Benefits
    
    $
    102,547
    
    
    $
    169,967
    
    
    $
    136,862  Note 11  Labor Relations
  Note 12  Fair Value of Financial Instruments
  Cash and Cash Equivalents
  Receivables
  F-23




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 12  Fair Value of Financial Instruments (contd.)
 Long-Term Debt and Capital Lease Obligations
   As ofSeptember 25, 2005(In thousands)Carrying
    
    
    FairAmount
    
    
    ValueCash and cash equivalents
    
    $
    263,397
    
    
    $
    263,397Receivables
    
    $
    45,006
    
    
    $
    45,006Long-term debt
    
    $
    700,000
    
    
    $
    689,063Capitalized lease obligations
    
    $
    9,482
    
    
    $
    9,482
 Note 13  Litigation Matters
     F-24




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##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note
14  Phantom Stock Plan
  Note 15  Dividend Payment
  Note 16  Corporate Office and Distribution Facilities
  F-25




---



##### Table of Contents



stater bros. holdings inc.
 notes to consolidated financial statements (contd.)
 Note 16  Corporate Office and Distribution Facilities (contd.)
  Note 17  Quarterly Results (unaudited)
  Net
    
    
    EarningsGross
    
    
    Operating
    
    
    Income
    
    
    (Loss)Sales
    
    
    Profit
    
    
    Profit
    
    
    (Loss)
    
    
    Per ShareFiscal 2003 Quarters13 weeks ended 12/29/02
    
    $
    681,509
    
    
    $
    184,775
    
    
    $
    17,278
    
    
    $
    2,839
    
    
    
    74.1213 weeks ended 03/30/03
    
    
    677,196
    
    
    
    188,058
    
    
    
    19,270
    
    
    
    3,745
    
    
    
    97.7813 weeks ended 06/29/03
    
    
    688,071
    
    
    
    189,233
    
    
    
    14,012
    
    
    
    675
    
    
    
    17.6213 weeks ended 09/28/03
    
    
    706,998
    
    
    
    192,347
    
    
    
    16,646
    
    
    
    2,508
    
    
    
    65.49$
    2,753,774
    
    
    $
    754,413
    
    
    $
    67,206
    
    
    $
    9,767
    
    
    $
    255.01Fiscal 2004 Quarters13 weeks ended 12/28/03
    
    $
    1,026,553
    
    
    $
    304,882
    
    
    $
    70,407
    
    
    $
    34,551
    
    
    
    902.0913 weeks ended 03/28/04
    
    
    989,418
    
    
    
    296,339
    
    
    
    72,538
    
    
    
    30,187
    
    
    
    788.1513 weeks ended 06/27/04
    
    
    847,983
    
    
    
    224,723
    
    
    
    28,060
    
    
    
    (5,863
    )
    
    
    (153.08
    )13 weeks ended 09/26/04
    
    
    840,928
    
    
    
    226,126
    
    
    
    27,452
    
    
    
    12,566
    
    
    
    328.09$
    3,704,882
    
    
    $
    1,052,070
    
    
    $
    198,457
    
    
    $
    71,441
    
    
    $
    1,865.25Fiscal 2005 Quarters13 weeks ended 12/26/04
    
    $
    839,065
    
    
    $
    217,009
    
    
    $
    18,400
    
    
    $
    3,263
    
    
    
    85.1913 weeks ended 03/27/05
    
    
    842,852
    
    
    
    218,242
    
    
    
    19,258
    
    
    
    3,600
    
    
    
    93.9913 weeks ended 06/26/05
    
    
    840,430
    
    
    
    231,595
    
    
    
    25,125
    
    
    
    7,276
    
    
    
    189.9713 weeks ended 09/25/05
    
    
    849,896
    
    
    
    237,262
    
    
    
    28,865
    
    
    
    12,107
    
    
    
    316.11$
    3,372,243
    
    
    $
    904,108
    
    
    $
    91,648
    
    
    $
    26,246
    
    
    $
    685.26
 F-26