##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the Quarter ended April 30, 2011
    
    Commission File Number 0-19517
 THE BON-TON STORES, INC.
 2801 East Market Street
York, Pennsylvania 17402
 Incorporated in Pennsylvania
    
    IRS No. 23-2835229
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART I: FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENTS OF CASH FLOWSCONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II: OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1    Table of Contents  
 PART I: FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 THE BON-TON STORES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands except share and per share data)
    
    April 30,
    
    
    January 29,(Unaudited)
    
    2011
    
    
    2011AssetsCurrent assets:Cash and cash equivalents
    
    $
    13,596
    
    
    $
    16,339Merchandise inventories
    
    
    703,845
    
    
    
    682,324Prepaid expenses and other current assets
    
    
    63,537
    
    
    
    78,418Total current assets
    
    
    780,978
    
    
    
    777,081Property, fixtures and equipment at cost, net of accumulated depreciation and amortization
of $681,281 and $657,541 at April 30, 2011 and January 29, 2011, respectively
    
    
    685,698
    
    
    
    703,432Deferred income taxes
    
    
    9,232
    
    
    
    9,587Intangible assets, net of accumulated amortization of $48,342 and $46,245 at
April 30, 2011 and January 29, 2011, respectively
    
    
    127,982
    
    
    
    130,080Other long-term assets
    
    
    33,432
    
    
    
    36,059Total assets
    
    $
    1,637,322
    
    
    $
    1,656,239Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    197,494
    
    
    $
    175,249Accrued payroll and benefits
    
    
    32,808
    
    
    
    45,769Accrued expenses
    
    
    145,577
    
    
    
    167,204Current maturities of long-term debt
    
    
    7,060
    
    
    
    6,978Current maturities of obligations under capital leases
    
    
    5,773
    
    
    
    5,825Deferred income taxes
    
    
    12,774
    
    
    
    12,709Income taxes payable
    
    
    503
    
    
    
    137Total current liabilities
    
    
    401,989
    
    
    
    413,871Long-term debt, less current maturities
    
    
    891,751
    
    
    
    856,687Obligations under capital leases, less current maturities
    
    
    59,708
    
    
    
    61,043Other long-term liabilities
    
    
    138,475
    
    
    
    141,286Total liabilities
    
    
    1,491,923
    
    
    
    1,472,887Contingencies (Note 11)Shareholders equityPreferred Stock  authorized 5,000,000 shares at $0.01 par value; no shares issued
    
    
    
    
    
    
    Common Stock  authorized 40,000,000 shares at $0.01 par value; issued
shares of 17,080,959 and 16,520,859 at April 30, 2011 and January 29, 2011,
respectively
    
    
    171
    
    
    
    165Class A Common Stock  authorized 20,000,000 shares at $0.01 par value; issued and
outstanding shares of 2,951,490 at April 30, 2011 and January 29, 2011
    
    
    30
    
    
    
    30Treasury stock, at cost  337,800 shares at April 30, 2011 and January 29, 2011
    
    
    (1,387
    )
    
    
    (1,387
    )Additional paid-in capital
    
    
    151,352
    
    
    
    153,331Accumulated other comprehensive loss
    
    
    (35,543
    )
    
    
    (36,498
    )Retained earnings
    
    
    30,776
    
    
    
    67,711Total shareholders equity
    
    
    145,399
    
    
    
    183,352Total liabilities and shareholders equity
    
    $
    1,637,322
    
    
    $
    1,656,239
   2




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##### Table of Contents



THE BON-TON STORES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 THIRTEENWEEKS ENDED(In thousands except per share data)
    
    April 30,
    
    
    May 1,(Unaudited)
    
    2011
    
    
    2010Net sales
    
    $
    649,881
    
    
    $
    661,373Other income
    
    
    14,600
    
    
    
    13,838664,481
    
    
    
    675,211Costs and expenses:Costs of merchandise sold
    
    
    419,267
    
    
    
    414,340Selling, general and administrative
    
    
    222,039
    
    
    
    227,913Depreciation and amortization
    
    
    24,513
    
    
    
    26,224Amortization of lease-related interests
    
    
    1,195
    
    
    
    1,146(Loss) income from operations
    
    
    (2,533
    )
    
    
    5,588Interest expense, net
    
    
    23,305
    
    
    
    28,513Loss on extinguishment of debt
    
    
    9,450
    
    
    
    Loss before income taxes
    
    
    (35,288
    )
    
    
    (22,925
    )Income tax provision
    
    
    700
    
    
    
    617Net loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Per share amounts Basic:Net loss
    
    $
    (2.01
    )
    
    $
    (1.33
    )Diluted:Net loss
    
    $
    (2.01
    )
    
    $
    (1.33
    )
   3




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##### Table of Contents



THE BON-TON STORES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 THIRTEENWEEKS ENDED(In thousands)
    
    April 30,
    
    
    May 1,(Unaudited)
    
    2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Adjustments to reconcile net loss to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    24,513
    
    
    
    26,224Amortization of lease-related interests
    
    
    1,195
    
    
    
    1,146Share-based compensation expense
    
    
    1,258
    
    
    
    1,347Loss (gain) on sale of property, fixtures and equipment
    
    
    6
    
    
    
    (11
    )Reclassifications of other comprehensive loss
    
    
    955
    
    
    
    1,941Loss on extinguishment of debt
    
    
    9,450
    
    
    
    Amortization of deferred financing costs
    
    
    2,124
    
    
    
    2,287Amortization of deferred gain on sale of proprietary credit card portfolio
    
    
    (603
    )
    
    
    (603
    )Deferred income tax provision
    
    
    419
    
    
    
    405Changes in operating assets and liabilities:Increase in merchandise inventories
    
    
    (21,520
    )
    
    
    (16,687
    )Decrease in prepaid expenses and other current assets
    
    
    14,881
    
    
    
    13,720Decrease in other long-term assets
    
    
    678
    
    
    
    3,495Increase in accounts payable
    
    
    22,571
    
    
    
    28,802Decrease in accrued payroll and benefits and accrued expenses
    
    
    (31,318
    )
    
    
    (30,270
    )Increase in income taxes payable
    
    
    367
    
    
    
    128(Decrease) increase in other long-term liabilities
    
    
    (1,815
    )
    
    
    779Net cash (used in) provided by operating activities
    
    
    (12,827
    )
    
    
    9,161Cash flows from investing activities:Capital expenditures
    
    
    (7,843
    )
    
    
    (6,592
    )Proceeds from sale of property, fixtures and equipment
    
    
    15
    
    
    
    15Net cash used in investing activities
    
    
    (7,828
    )
    
    
    (6,577
    )Cash flows from financing activities:Payments on long-term debt and capital lease obligations
    
    
    (214,689
    )
    
    
    (144,889
    )Proceeds from issuance of long-term debt
    
    
    244,684
    
    
    
    150,065Restricted shares forfeited in lieu of payroll taxes
    
    
    (3,555
    )
    
    
    (4,083
    )Proceeds from stock options exercised
    
    
    324
    
    
    
    Deferred financing costs paid
    
    
    (5,861
    )
    
    
    (515
    )Decrease in book overdraft balances
    
    
    (2,991
    )
    
    
    (5,618
    )Net cash provided by (used in) financing activities
    
    
    17,912
    
    
    
    (5,040
    )Net decrease in cash and cash equivalents
    
    
    (2,743
    )
    
    
    (2,456
    )Cash and cash equivalents at beginning of period
    
    
    16,339
    
    
    
    18,922Cash and cash equivalents at end of period
    
    $
    13,596
    
    
    $
    16,466
   4




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##### Table of Contents



THE BON-TON STORES, INC.
 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 AccumulatedOtherClass A
    
    
    
    
    
    
    Additional
    
    
    Compre-(In thousands except per share data)
    
    Common
    
    
    Common
    
    
    Treasury
    
    
    Paid-in
    
    
    hensive
    
    
    Retained(Unaudited)
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Loss
    
    
    Earnings
    
    
    TotalBALANCE AT JANUARY 29, 2011
    
    $
    165
    
    
    $
    30
    
    
    $
    (1,387
    )
    
    $
    153,331
    
    
    $
    (36,498
    )
    
    $
    67,711
    
    
    $
    183,352Comprehensive loss (Note 12):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,988
    )
    
    
    (35,988
    )Pension and postretirement benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    503
    
    
    
    
    
    
    
    503Cash flow derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    452
    
    
    
    
    
    
    
    452Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,033
    )Dividends to shareholders, $0.05 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (947
    )
    
    
    (947
    )Restricted shares forfeited in lieu of payroll taxes
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (3,553
    )
    
    
    
    
    
    
    
    
    
    
    (3,555
    )Proceeds from stock options exercised
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    323
    
    
    
    
    
    
    
    
    
    
    
    324Share-based compensation expense
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    1,251
    
    
    
    
    
    
    
    
    
    
    
    1,258BALANCE AT APRIL 30, 2011
    
    $
    171
    
    
    $
    30
    
    
    $
    (1,387
    )
    
    $
    151,352
    
    
    $
    (35,543
    )
    
    $
    30,776
    
    
    $
    145,399
   5




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##### Table of Contents



THE BON-TON STORES, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands except share and per share data)
 (Unaudited)
 1. BASIS OF PRESENTATION
      Previously Issued Accounting Standards
 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements
  6




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 2. PER-SHARE AMOUNTS
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Basic Loss Per Common ShareNet loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Less: Income allocated to participating securities
    
    
    
    
    
    
    Net loss available to common shareholders
    
    $
    (35,988
    )
    
    $
    (23,542
    )Weighted average common shares outstanding
    
    
    17,943,590
    
    
    
    17,683,005Basic loss per common share
    
    $
    (2.01
    )
    
    $
    (1.33
    )Diluted Loss Per Common ShareNet loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Less: Income allocated to participating securities
    
    
    
    
    
    
    Net loss available to common shareholders
    
    $
    (35,988
    )
    
    $
    (23,542
    )Weighted average common shares outstanding
    
    
    17,943,590
    
    
    
    17,683,005Common shares issuable  stock options
    
    
    
    
    
    
    Weighted average common shares outstanding assuming dilution
    
    
    17,943,590
    
    
    
    17,683,005Diluted loss per common share
    
    $
    (2.01
    )
    
    $
    (1.33
    )
   3. FAIR VALUE MEASUREMENTS
 Fair Value Measurements and Disclosures
  7




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
   SignificantQuoted Prices
    
    
    Other
    
    
    Significantin Active
    
    
    Observable
    
    
    UnobservableMarkets
    
    
    Inputs
    
    
    InputsCarrying Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)April 30, 2011
    
    $
    1,049
    
    
    $
    
    
    
    $
    1,049
    
    
    $
    January 29, 2011
    
    $
    2,288
    
    
    $
    
    
    
    $
    2,288
    
    
    $
    
  4. INTEREST RATE DERIVATIVES
 Derivatives and Hedging
   8




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
  Fixed swaps (notional amount)
    
    $
    100,000Range of pay rate
    
    
    5.48%-5.49
    %
   Balance Sheet Location
    
    Derivative Assets
    
    
    Derivative LiabilitiesApril 30, 2011
    
    Accrued expenses
    
    $
    
    
    
    $
    1,049January 29, 2011
    
    Accrued expenses
    
    $
    
    
    
    $
    2,288
  Amount ofLocation of Loss
    
    Amount of Loss
    
    
    
    
    LossReclassified from
    
    Reclassified
    
    
    Location of Loss
    
    RecognizedAOCI to the
    
    from AOCI to
    
    
    Recognized in
    
    in theStatement of
    
    the Statement
    
    
    the Statement of
    
    Statement ofOperations
    
    of Operations
    
    
    Operations
    
    Operations13 Weeks Ended
April 30, 2011
    
    Interest expense, net
    
    $
    452
    
    
    Interest expense, net
    
    $
    5613 Weeks Ended May
1, 2010
    
    Interest expense, net
    
    $
    971
    
    
    Interest expense, net
    
    $
    406
  9




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
  5. SUPPLEMENTAL BALANCE SHEET INFORMATION
  April 30,
    
    
    January 29,2011
    
    
    2011Prepaid expenses
    
    $
    34,829
    
    
    $
    28,367Other receivables
    
    
    28,708
    
    
    
    50,051Total
    
    $
    63,537
    
    
    $
    78,418
 6. SUPPLEMENTAL CASH FLOW INFORMATION
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Cash paid for:Interest, net of amounts capitalized
    
    $
    37,629
    
    
    $
    39,661Income taxes, net of refunds received
    
    
    333
    
    
    
    (75
    )Non-cash investing and financing activities:Property, fixtures and equipment included in accrued expenses
    
    $
    2,142
    
    
    $
    1,870Declared dividends to shareholders included in accrued expenses
    
    
    947
    
    
    
    
 7. EXIT OR DISPOSAL ACTIVITIES
  Termination
    
    
    OtherBenefits
    
    
    Costs
    
    
    TotalBalance as of January 29, 2011
    
    $
    109
    
    
    $
    88
    
    
    $
    197Provision
    
    
    (10
    )
    
    
    922
    
    
    
    912Payments
    
    
    (99
    )
    
    
    (83
    )
    
    
    (182
    )Balance as of April 30, 2011
    
    $
    
    
    
    $
    927
    
    
    $
    927
   10




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 8. EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Interest cost
    
    $
    2,373
    
    
    $
    2,543Expected return on plan assets
    
    
    (2,359
    )
    
    
    (1,977
    )Recognition of net actuarial loss
    
    
    628
    
    
    
    970Net periodic benefit expense
    
    $
    642
    
    
    $
    1,536
   THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Interest cost
    
    $
    45
    
    
    $
    81Recognition of net actuarial gain
    
    
    (125
    )
    
    
    Net periodic benefit (income) expense
    
    $
    (80
    )
    
    $
    81
  9. LONG-TERM DEBT
   11




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THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
       12




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 10. INCOME TAXES
 Income Taxes
   11. CONTINGENCIES
   12. COMPREHENSIVE LOSS
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Net loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Other comprehensive income:Amortization of pension and postretirement benefit plans
    
    
    503
    
    
    
    970Amortization of cash flow derivatives
    
    
    452
    
    
    
    971Comprehensive loss
    
    $
    (35,033
    )
    
    $
    (21,601
    )
   13




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 13. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES
    14




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Balance Sheet
April 30, 2011
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    1
    
    
    $
    3,497
    
    
    $
    10,098
    
    
    $
    
    
    
    $
    
    
    
    $
    13,596Merchandise inventories
    
    
    
    
    
    
    345,244
    
    
    
    358,601
    
    
    
    
    
    
    
    
    
    
    
    703,845Prepaid expenses and other current assets
    
    
    
    
    
    
    50,612
    
    
    
    12,879
    
    
    
    580
    
    
    
    (534
    )
    
    
    63,537Total current assets
    
    
    1
    
    
    
    399,353
    
    
    
    381,578
    
    
    
    580
    
    
    
    (534
    )
    
    
    780,978Property, fixtures and equipment at cost, net
    
    
    
    
    
    
    186,791
    
    
    
    223,427
    
    
    
    275,480
    
    
    
    
    
    
    
    685,698Deferred income taxes
    
    
    
    
    
    
    3,639
    
    
    
    5,593
    
    
    
    
    
    
    
    
    
    
    
    9,232Intangible assets, net
    
    
    
    
    
    
    53,916
    
    
    
    74,066
    
    
    
    
    
    
    
    
    
    
    
    127,982Investment in and advances to affiliates
    
    
    145,398
    
    
    
    493,333
    
    
    
    187,404
    
    
    
    316
    
    
    
    (826,451
    )
    
    
    Other long-term assets
    
    
    
    
    
    
    28,332
    
    
    
    1,539
    
    
    
    3,561
    
    
    
    
    
    
    
    33,432Total assets
    
    $
    145,399
    
    
    $
    1,165,364
    
    
    $
    873,607
    
    
    $
    279,937
    
    
    $
    (826,985
    )
    
    $
    1,637,322Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    197,494
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    197,494Accrued payroll and benefits
    
    
    
    
    
    
    21,976
    
    
    
    10,832
    
    
    
    
    
    
    
    
    
    
    
    32,808Accrued expenses
    
    
    
    
    
    
    61,497
    
    
    
    83,323
    
    
    
    1,291
    
    
    
    (534
    )
    
    
    145,577Current maturities of long-term debt and obligations
under capital leases
    
    
    
    
    
    
    3,128
    
    
    
    2,645
    
    
    
    7,060
    
    
    
    
    
    
    
    12,833Deferred income taxes
    
    
    
    
    
    
    5,869
    
    
    
    6,905
    
    
    
    
    
    
    
    
    
    
    
    12,774Income taxes payable
    
    
    
    
    
    
    489
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    503Total current liabilities
    
    
    
    
    
    
    290,453
    
    
    
    103,719
    
    
    
    8,351
    
    
    
    (534
    )
    
    
    401,989Long-term debt and obligations under capital leases,
less current maturities
    
    
    
    
    
    
    662,716
    
    
    
    51,672
    
    
    
    237,071
    
    
    
    
    
    
    
    951,459Other long-term liabilities
    
    
    
    
    
    
    92,283
    
    
    
    44,793
    
    
    
    1,399
    
    
    
    
    
    
    
    138,475Total liabilities
    
    
    
    
    
    
    1,045,452
    
    
    
    200,184
    
    
    
    246,821
    
    
    
    (534
    )
    
    
    1,491,923Shareholders equity
    
    
    145,399
    
    
    
    119,912
    
    
    
    673,423
    
    
    
    33,116
    
    
    
    (826,451
    )
    
    
    145,399Total liabilities and shareholders equity
    
    $
    145,399
    
    
    $
    1,165,364
    
    
    $
    873,607
    
    
    $
    279,937
    
    
    $
    (826,985
    )
    
    $
    1,637,322
  15




---



##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Balance Sheet
January 29, 2011
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    1
    
    
    $
    5,841
    
    
    $
    10,497
    
    
    $
    
    
    
    $
    
    
    
    $
    16,339Merchandise inventories
    
    
    
    
    
    
    340,649
    
    
    
    341,675
    
    
    
    
    
    
    
    
    
    
    
    682,324Prepaid expenses and other current assets
    
    
    
    
    
    
    65,500
    
    
    
    12,752
    
    
    
    628
    
    
    
    (462
    )
    
    
    78,418Total current assets
    
    
    1
    
    
    
    411,990
    
    
    
    364,924
    
    
    
    628
    
    
    
    (462
    )
    
    
    777,081Property, fixtures and equipment at cost, net
    
    
    
    
    
    
    194,874
    
    
    
    230,138
    
    
    
    278,420
    
    
    
    
    
    
    
    703,432Deferred income taxes
    
    
    
    
    
    
    3,705
    
    
    
    5,882
    
    
    
    
    
    
    
    
    
    
    
    9,587Intangible assets, net
    
    
    
    
    
    
    54,954
    
    
    
    75,126
    
    
    
    
    
    
    
    
    
    
    
    130,080Investment in and advances to affiliates
    
    
    183,351
    
    
    
    480,419
    
    
    
    208,096
    
    
    
    316
    
    
    
    (872,182
    )
    
    
    Other long-term assets
    
    
    
    
    
    
    30,337
    
    
    
    1,594
    
    
    
    4,128
    
    
    
    
    
    
    
    36,059Total assets
    
    $
    183,352
    
    
    $
    1,176,279
    
    
    $
    885,760
    
    
    $
    283,492
    
    
    $
    (872,644
    )
    
    $
    1,656,239Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    175,249
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    175,249Accrued payroll and benefits
    
    
    
    
    
    
    37,796
    
    
    
    7,973
    
    
    
    
    
    
    
    
    
    
    
    45,769Accrued expenses
    
    
    
    
    
    
    77,743
    
    
    
    88,663
    
    
    
    1,260
    
    
    
    (462
    )
    
    
    167,204Current maturities of long-term debt and obligations
under capital leases
    
    
    
    
    
    
    3,229
    
    
    
    2,596
    
    
    
    6,978
    
    
    
    
    
    
    
    12,803Deferred income taxes
    
    
    
    
    
    
    5,748
    
    
    
    6,961
    
    
    
    
    
    
    
    
    
    
    
    12,709Income taxes payable
    
    
    
    
    
    
    46
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    137Total current liabilities
    
    
    
    
    
    
    299,811
    
    
    
    106,284
    
    
    
    8,238
    
    
    
    (462
    )
    
    
    413,871Long-term debt and obligations under capital leases,
less current maturities
    
    
    
    
    
    
    626,475
    
    
    
    52,353
    
    
    
    238,902
    
    
    
    
    
    
    
    917,730Other long-term liabilities
    
    
    
    
    
    
    94,425
    
    
    
    45,487
    
    
    
    1,374
    
    
    
    
    
    
    
    141,286Total liabilities
    
    
    
    
    
    
    1,020,711
    
    
    
    204,124
    
    
    
    248,514
    
    
    
    (462
    )
    
    
    1,472,887Shareholders equity
    
    
    183,352
    
    
    
    155,568
    
    
    
    681,636
    
    
    
    34,978
    
    
    
    (872,182
    )
    
    
    183,352Total liabilities and shareholders equity
    
    $
    183,352
    
    
    $
    1,176,279
    
    
    $
    885,760
    
    
    $
    283,492
    
    
    $
    (872,644
    )
    
    $
    1,656,239
  16




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Statement of Operations
Thirteen Weeks Ended April 30, 2011
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    282,229
    
    
    $
    367,652
    
    
    $
    
    
    
    $
    
    
    
    $
    649,881Other income
    
    
    
    
    
    
    6,030
    
    
    
    8,570
    
    
    
    
    
    
    
    
    
    
    
    14,600
    
    
    
    288,259
    
    
    
    376,222
    
    
    
    
    
    
    
    
    
    
    
    664,481Costs and expenses:Costs of merchandise sold
    
    
    
    
    
    
    181,973
    
    
    
    237,294
    
    
    
    
    
    
    
    
    
    
    
    419,267Selling, general and administrative
    
    
    
    
    
    
    100,977
    
    
    
    129,809
    
    
    
    25
    
    
    
    (8,772
    )
    
    
    222,039Depreciation and amortization
    
    
    
    
    
    
    9,286
    
    
    
    12,287
    
    
    
    2,940
    
    
    
    
    
    
    
    24,513Amortization of lease-related interests
    
    
    
    
    
    
    617
    
    
    
    578
    
    
    
    
    
    
    
    
    
    
    
    1,195Loss from operations
    
    
    
    
    
    
    (4,594
    )
    
    
    (3,746
    )
    
    
    (2,965
    )
    
    
    8,772
    
    
    
    (2,533
    )Other income (expense):Intercompany rental and royalty income
    
    
    
    
    
    
    
    
    
    
    1,585
    
    
    
    7,187
    
    
    
    (8,772
    )
    
    
    Equity in losses of subsidiaries
    
    
    (35,288
    )
    
    
    (4,918
    )
    
    
    
    
    
    
    
    
    
    
    40,206
    
    
    
    Interest expense, net
    
    
    
    
    
    
    (16,326
    )
    
    
    (2,975
    )
    
    
    (4,004
    )
    
    
    
    
    
    
    (23,305
    )Loss on extinguishment of debt
    
    
    
    
    
    
    (9,450
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,450
    )(Loss) income before income taxes
    
    
    (35,288
    )
    
    
    (35,288
    )
    
    
    (5,136
    )
    
    
    218
    
    
    
    40,206
    
    
    
    (35,288
    )Income tax provision
    
    
    700
    
    
    
    700
    
    
    
    365
    
    
    
    
    
    
    
    (1,065
    )
    
    
    700Net (loss) income
    
    $
    (35,988
    )
    
    $
    (35,988
    )
    
    $
    (5,501
    )
    
    $
    218
    
    
    $
    41,271
    
    
    $
    (35,988
    )
  17




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Statement of Operations
Thirteen Weeks Ended May 1, 2010
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    287,111
    
    
    $
    374,262
    
    
    $
    
    
    
    $
    
    
    
    $
    661,373Other income
    
    
    
    
    
    
    5,591
    
    
    
    8,247
    
    
    
    
    
    
    
    
    
    
    
    13,838
    
    
    
    292,702
    
    
    
    382,509
    
    
    
    
    
    
    
    
    
    
    
    675,211Costs and expenses:Costs of merchandise sold
    
    
    
    
    
    
    179,070
    
    
    
    235,270
    
    
    
    
    
    
    
    
    
    
    
    414,340Selling, general and administrative
    
    
    
    
    
    
    104,597
    
    
    
    132,131
    
    
    
    24
    
    
    
    (8,839
    )
    
    
    227,913Depreciation and amortization
    
    
    
    
    
    
    10,422
    
    
    
    12,881
    
    
    
    2,921
    
    
    
    
    
    
    
    26,224Amortization of lease-related interests
    
    
    
    
    
    
    662
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    1,146(Loss) income from operations
    
    
    
    
    
    
    (2,049
    )
    
    
    1,743
    
    
    
    (2,945
    )
    
    
    8,839
    
    
    
    5,588Other income (expense):Intercompany rental and royalty income
    
    
    
    
    
    
    
    
    
    
    1,652
    
    
    
    7,187
    
    
    
    (8,839
    )
    
    
    Equity in losses of subsidiaries
    
    
    (22,925
    )
    
    
    (112
    )
    
    
    
    
    
    
    
    
    
    
    23,037
    
    
    
    Interest expense, net
    
    
    
    
    
    
    (20,764
    )
    
    
    (3,625
    )
    
    
    (4,124
    )
    
    
    
    
    
    
    (28,513
    )(Loss) income before income taxes
    
    
    (22,925
    )
    
    
    (22,925
    )
    
    
    (230
    )
    
    
    118
    
    
    
    23,037
    
    
    
    (22,925
    )Income tax provision
    
    
    617
    
    
    
    617
    
    
    
    314
    
    
    
    
    
    
    
    (931
    )
    
    
    617Net (loss) income
    
    $
    (23,542
    )
    
    $
    (23,542
    )
    
    $
    (544
    )
    
    $
    118
    
    
    $
    23,968
    
    
    $
    (23,542
    )
  18




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Statement of Cash Flows
Thirteen Weeks Ended April 30, 2011
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    3,555
    
    
    $
    (20,267
    )
    
    $
    5,170
    
    
    $
    3,831
    
    
    $
    (5,116
    )
    
    $
    (12,827
    )Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (5,605
    )
    
    
    (2,238
    )
    
    
    
    
    
    
    
    
    
    
    (7,843
    )Intercompany investing activity
    
    
    (324
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324
    
    
    
    Proceeds from sale of property, fixtures
and equipment
    
    
    
    
    
    
    4
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    15Net cash used in investing activities
    
    
    (324
    )
    
    
    (5,601
    )
    
    
    (2,227
    )
    
    
    
    
    
    
    324
    
    
    
    (7,828
    )Cash flows from financing activities:Payments on long-term debt and capital
lease obligations
    
    
    
    
    
    
    (212,308
    )
    
    
    (631
    )
    
    
    (1,750
    )
    
    
    
    
    
    
    (214,689
    )Proceeds from issuance of long-term debt
    
    
    
    
    
    
    244,684
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    244,684Intercompany financing activity
    
    
    
    
    
    
    
    
    
    
    (2,711
    )
    
    
    (2,081
    )
    
    
    4,792
    
    
    
    Restricted shares forfeited in lieu of payroll taxes
    
    
    (3,555
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,555
    )Proceeds from stock options exercised
    
    
    324
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324Deferred financing costs paid
    
    
    
    
    
    
    (5,861
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,861
    )Decrease in book overdraft balances
    
    
    
    
    
    
    (2,991
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,991
    )Net cash (used in) provided by financing activities
    
    
    (3,231
    )
    
    
    23,524
    
    
    
    (3,342
    )
    
    
    (3,831
    )
    
    
    4,792
    
    
    
    17,912Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (2,344
    )
    
    
    (399
    )
    
    
    
    
    
    
    
    
    
    
    (2,743
    )Cash and cash equivalents at beginning
of period
    
    
    1
    
    
    
    5,841
    
    
    
    10,497
    
    
    
    
    
    
    
    
    
    
    
    16,339Cash and cash equivalents at end of period
    
    $
    1
    
    
    $
    3,497
    
    
    $
    10,098
    
    
    $
    
    
    
    $
    
    
    
    $
    13,596
  19




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##### Table of Contents



THE BON-TON STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share data)
(Unaudited)
 The Bon-Ton Stores, Inc.
Condensed Consolidating Statement of Cash Flows
Thirteen Weeks Ended May 1, 2010
 Bon-Ton(Parent
    
    
    
    
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    Consolidating
    
    
    CompanyCompany)
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    4,083
    
    
    $
    1,488
    
    
    $
    4,783
    
    
    $
    4,141
    
    
    $
    (5,334
    )
    
    $
    9,161Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (4,355
    )
    
    
    (2,237
    )
    
    
    
    
    
    
    
    
    
    
    (6,592
    )Intercompany investing activity
    
    
    
    
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    Proceeds from sale of property, fixtures
and equipment
    
    
    
    
    
    
    4
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    15Net cash used in investing activities
    
    
    
    
    
    
    (4,380
    )
    
    
    (2,226
    )
    
    
    
    
    
    
    29
    
    
    
    (6,577
    )Cash flows from financing activities:Payments on long-term debt and capital
lease obligations
    
    
    
    
    
    
    (142,666
    )
    
    
    (586
    )
    
    
    (1,637
    )
    
    
    
    
    
    
    (144,889
    )Proceeds from issuance of long-term debt
    
    
    
    
    
    
    150,065
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,065Intercompany financing activity
    
    
    
    
    
    
    
    
    
    
    (2,801
    )
    
    
    (2,504
    )
    
    
    5,305
    
    
    
    Restricted shares forfeited in lieu of payroll taxes
    
    
    (4,083
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,083
    )Deferred financing costs paid
    
    
    
    
    
    
    (515
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (515
    )Decrease in book overdraft balances
    
    
    
    
    
    
    (5,618
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,618
    )Net cash (used in) provided by financing activities
    
    
    (4,083
    )
    
    
    1,266
    
    
    
    (3,387
    )
    
    
    (4,141
    )
    
    
    5,305
    
    
    
    (5,040
    )Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (1,626
    )
    
    
    (830
    )
    
    
    
    
    
    
    
    
    
    
    (2,456
    )Cash and cash equivalents at beginning of period
    
    
    1
    
    
    
    9,962
    
    
    
    8,959
    
    
    
    
    
    
    
    
    
    
    
    18,922Cash and cash equivalents at end of period
    
    $
    1
    
    
    $
    8,336
    
    
    $
    8,129
    
    
    $
    
    
    
    $
    
    
    
    $
    16,466
 14. SUBSEQUENT EVENT
   20




---



##### Table of Contents



THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
 General
   2011 Guidance
  
    
    earnings per diluted share ranging from $1.00 to $1.25;
 
    
    a comparable store sales increase ranging from 1.0% to 2.5%;
 
    
    a gross margin rate ranging from 50 to 70 basis points lower than the 2010 rate of
37.6%;
 
    
    an SG&A expense rate projected to remain even with, or slightly below, the 2010 rate of
31.6%; and
 
    
    an effective tax rate of 38%.
    21




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Terminated and Amended Credit Facilities
   Results of Operations
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,2011
    
    
    2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %Other income
    
    
    2.2
    
    
    
    2.1102.2
    
    
    
    102.1Costs and expenses:Costs of merchandise sold
    
    
    64.5
    
    
    
    62.6Selling, general and administrative
    
    
    34.2
    
    
    
    34.5Depreciation and amortization
    
    
    3.8
    
    
    
    4.0Amortization of lease-related interests
    
    
    0.2
    
    
    
    0.2(Loss) income from operations
    
    
    (0.4
    )
    
    
    0.8Interest expense, net
    
    
    3.6
    
    
    
    4.3Loss on extinguishment of debt
    
    
    1.5
    
    
    
    Loss before income taxes
    
    
    (5.4
    )
    
    
    (3.5
    )Income tax provision
    
    
    0.1
    
    
    
    0.1Net loss
    
    
    (5.5
    )%
    
    
    (3.6
    )%
 First Quarter of 2011 Compared with First Quarter of 2010
 Net sales
  22




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   Other income
 Costs and expenses
   Interest expense, net
 Loss on extinguishment of debt:
 Income tax provision
  23




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Non-GAAP Financial Measure EBITDA
  THIRTEENWEEKS ENDED(In thousands)
    
    April 30,
    
    
    May 1,(Unaudited)
    
    2011
    
    
    2010EBITDA
    
    $
    23,175
    
    
    $
    32,958
   THIRTEENWEEKS ENDED(In thousands)
    
    April 30,
    
    
    May 1,(Unaudited)
    
    2011
    
    
    2010Net loss
    
    $
    (35,988
    )
    
    $
    (23,542
    )Adjustments:Income tax provision
    
    
    700
    
    
    
    617Loss on extinguishment of debt
    
    
    9,450
    
    
    
    Interest expense, net
    
    
    23,305
    
    
    
    28,513Depreciation and amortization
    
    
    24,513
    
    
    
    26,224Amortization of lease-related interests
    
    
    1,195
    
    
    
    1,146EBITDA
    
    $
    23,175
    
    
    $
    32,958
  24




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Seasonality
   Liquidity and Capital Resources
       25




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  THIRTEENWEEKS ENDEDApril 30,
    
    
    May 1,(Dollars in millions)
    
    2011
    
    
    2010Operating activities
    
    $
    (12.8
    )
    
    $
    9.2Investing activities
    
    
    (7.8
    )
    
    
    (6.6
    )Financing activities
    
    
    17.9
    
    
    
    (5.0
    )
      Critical Accounting Policies
   26




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Inventory
      27




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Vendor Allowances
   Income Taxes
      28




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Long-lived Assets
   
    
    Significant underperformance of stores relative to historical or projected future
operating results,
 
    
    Significant changes in the manner of our use of assets or overall business
strategy, and
 
    
    Significant negative industry or economic trends for a sustained period.
   Intangible Assets
   29




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   Insurance Reserve Estimates
  Pension and Supplementary Retirement Plans
      30




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THE BON-TON STORES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Recently Issued Accounting Standards
 Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRS
 Forward-Looking Statements
   31




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THE BON-TON STORES, INC.
 
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Market Risk and Financial Instruments
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   32




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THE BON-TON STORES, INC.
 
 PART II: OTHER INFORMATION
 
 ITEM 6.
    
    EXHIBITS
  Exhibit
    
    Description
    
    Document Location10.1
    *
    
    Employment Agreement with Barbara J.
Schrantz
    
    Incorporated by
reference to Exhibit
10.7(a) to the
Annual Report on
Form 10-K for the
fiscal year ended
January 29, 201110.2
    
    
    Sixth Amendment to the Credit Card
Program Agreement between The Bon-Ton
Stores, Inc. and HSBC Bank Nevada, N.A.
    
    Incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K
filed on February 3,
2011**10.3
    
    
    Second Amended and Restated Loan and
Security Agreement among Bank of
America, N.A., The Bon-Ton Department
Stores, Inc., The Elder-Beerman Stores
Corp. and the other credit parties and
lender parties thereto
    
    Incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K
filed on March 24,
201110.4
    *
    
    Amendment No. 1 to Employment Agreement
with Anthony Buccina
    
    Incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K
filed on April 15,
201110.5
    *
    
    Employment Agreement with Stephen Byers
    
    Incorporated by
reference to Exhibit
10.1 to the Current
Report on Form 8-K
filed on May 4, 201131.1
    
    
    Certification of Byron L. Bergren
    
    Filed herewith31.2
    
    
    Certification of Keith E. Plowman
    
    Filed herewith32.1
    
    
    Certification pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002
    
    Furnished herewith
 *
    
    Constitutes a management contract
or compensatory plan or arrangement.**
    
    Portions of the document have been
omitted pursuant to a request for
confidential treatment.  33




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THE BON-TON STORES, INC.
 
 SIGNATURES
  THE BON-TON STORES, INC.DATE:      June 6, 2011
    BY:
    /s/  Byron L. BergrenByron L. BergrenPresident and
Chief Executive OfficerDATE:      June 6, 2011
    BY:
    /s/  Keith E. PlowmanKeith E. PlowmanExecutive Vice President,
Chief Financial Officer and
Principal Accounting Officer  34