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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
 For the quarterly period ended July 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
 For the transition period from  to
 Commission file number 000-26207
 BELK, INC.
 
 Delaware
    
    56-2058574(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)2801 West Tyvola Road, Charlotte, NC
    
    28217-4500(Address of Principal Executive Offices)
    
    (Zip Code)
 (704) 357-1000
 
 þ o
 þ o
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BELK, INC.
 Index to Form 10-Q
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Statements of Income for the
Three and Six Months Ended July 30, 2005 and July 31, 2004
    
    
    4Consolidated Balance Sheets as of July 30, 2005 and January 29, 2005
    
    
    5Consolidated Statement of Changes in Stockholders Equity and Comprehensive
Income for the Six Months Ended July 30, 2005
    
    
    6Condensed Consolidated Statements of Cash Flows for the Six Months Ended
July 30, 2005 and July 31, 2004
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
    
    
    19Item 3. Defaults upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19EX-31.1EX-31.2EX-32.1EX-32.2
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This Report Contains Forward-Looking Statements
    3




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BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
 Three Months Ended
    
    
    Six Months EndedJuly 30,
    
    
    July 31,
    
    
    July 30,
    
    
    July 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    602,718
    
    
    $
    536,375
    
    
    $
    1,170,848
    
    
    $
    1,086,490Cost of goods sold (including occupancy and
buying expenses)
    
    
    407,024
    
    
    
    359,977
    
    
    
    783,435
    
    
    
    723,200Selling, general and administrative expenses
    
    
    156,828
    
    
    
    144,200
    
    
    
    303,439
    
    
    
    283,862Asset impairment and store closing costs
    
    
    2,009
    
    
    
    
    
    
    
    1,681
    
    
    
    373Operating income
    
    
    36,857
    
    
    
    32,198
    
    
    
    82,293
    
    
    
    79,055Interest expense, net
    
    
    (9,723
    )
    
    
    (8,672
    )
    
    
    (17,519
    )
    
    
    (17,740
    )Gain (loss) on property, equipment and
investments
    
    
    (130
    )
    
    
    (111
    )
    
    
    74
    
    
    
    (271
    )Other income, net
    
    
    83
    
    
    
    69
    
    
    
    164
    
    
    
    365Income before income taxes
    
    
    27,087
    
    
    
    23,484
    
    
    
    65,012
    
    
    
    61,409Income taxes
    
    
    9,910
    
    
    
    8,550
    
    
    
    23,500
    
    
    
    22,360Net Income
    
    $
    17,177
    
    
    $
    14,934
    
    
    $
    41,512
    
    
    $
    39,049Basic and diluted net income per share
    
    $
    0.33
    
    
    $
    0.29
    
    
    $
    0.80
    
    
    $
    0.75Weighted average shares outstanding
    
    
    51,657,455
    
    
    
    51,705,513
    
    
    
    51,613,187
    
    
    
    51,829,689
  4




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BELK, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
 July 30,
    
    
    January 29,2005
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    82,630
    
    
    $
    232,264Accounts receivable, net
    
    
    282,932
    
    
    
    319,706Merchandise inventory
    
    
    698,513
    
    
    
    527,860Prepaid expenses and other current assets
    
    
    21,708
    
    
    
    17,302Total current assets
    
    
    1,085,783
    
    
    
    1,097,132Investment securities
    
    
    6,890
    
    
    
    6,914Property and equipment, net
    
    
    1,067,636
    
    
    
    734,866Pension assets
    
    
    13,611
    
    
    
    4,213Goodwill
    
    
    255,314
    
    
    
    Other assets
    
    
    29,538
    
    
    
    23,781Total assets
    
    $
    2,458,772
    
    
    $
    1,866,906Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    254,799
    
    
    $
    177,793Accrued liabilities
    
    
    142,561
    
    
    
    85,767Accrued income taxes
    
    
    634
    
    
    
    35,289Deferred income taxes
    
    
    2,450
    
    
    
    2,695Current installments of long-term debt and capital lease obligations
    
    
    8,559
    
    
    
    8,199Total current liabilities
    
    
    409,003
    
    
    
    309,743Deferred income taxes
    
    
    21,436
    
    
    
    21,537Long-term debt and capital lease obligations, excluding current installments
    
    
    750,884
    
    
    
    293,220Interest rate swap liability
    
    
    14,239
    
    
    
    21,305Deferred compensation and other noncurrent liabilities
    
    
    160,373
    
    
    
    154,485Total liabilities
    
    
    1,355,935
    
    
    
    800,290Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 51.7 and 51.5 million shares issued and outstanding
as of July 30, 2005 and January 29, 2005, respectively
    
    
    517
    
    
    
    515Paid-in capital
    
    
    536,414
    
    
    
    533,923Retained earnings
    
    
    642,336
    
    
    
    617,097Accumulated other comprehensive loss
    
    
    (76,430
    )
    
    
    (84,919
    )Total stockholders equity
    
    
    1,102,837
    
    
    
    1,066,616Total liabilities and stockholders equity
    
    $
    2,458,772
    
    
    $
    1,866,906
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BELK, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(dollars in thousands)
 AccumulatedOtherCommon
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance at January 29, 2005
    
    $
    515
    
    
    $
    533,923
    
    
    $
    617,097
    
    
    $
    (84,919
    )
    
    $
    1,066,616Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    41,512
    
    
    
    
    
    
    
    41,512Unrealized loss on investments,
net of $9 income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    (15
    )Unrealized gain on interest rate swaps,
net of $2,731 income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,648
    
    
    
    4,648Amortization of pension asset
adjustment,
net of $2,264 income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,856
    
    
    
    3,856Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,001Cash dividends
    
    
    
    
    
    
    
    
    
    
    (16,273
    )
    
    
    
    
    
    
    (16,273
    )Common stock issued
    
    
    2
    
    
    
    1,938
    
    
    
    
    
    
    
    
    
    
    
    1,940Stock compensation granted, net
    
    
    
    
    
    
    553
    
    
    
    
    
    
    
    
    
    
    
    553Balance at July 30, 2005
    
    $
    517
    
    
    $
    536,414
    
    
    $
    642,336
    
    
    $
    (76,430
    )
    
    $
    1,102,837
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BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
 Six Months EndedJuly 30,
    
    
    July 31,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    41,512
    
    
    $
    39,049Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and store closing costs
    
    
    1,681
    
    
    
    373Deferred income taxes
    
    
    9,952
    
    
    
    14,700Depreciation and amortization
    
    
    50,311
    
    
    
    46,203(Gain) loss on sale of property, equipment & investments
    
    
    (74
    )
    
    
    271(Increase) decrease in:Accounts receivable, net
    
    
    36,779
    
    
    
    37,742Merchandise inventory
    
    
    (28,596
    )
    
    
    (29,304
    )Prepaid expenses and other assets
    
    
    (18,777
    )
    
    
    (13,431
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    75,415
    
    
    
    38,554Accrued income taxes
    
    
    (34,655
    )
    
    
    (36,499
    )Deferred compensation and other liabilities
    
    
    5,333
    
    
    
    (2,195
    )Net cash provided by operating activities
    
    
    138,881
    
    
    
    95,463Cash flows from investing activities:Purchases of investments
    
    
    
    
    
    
    (167
    )Acquisition of Proffitts/McRaes, net of cash acquired
    
    
    (622,776
    )
    
    
    Proceeds from sales of investments
    
    
    
    
    
    
    80Purchases of property and equipment
    
    
    (108,864
    )
    
    
    (74,544
    )Net cash used by investing activities
    
    
    (731,640
    )
    
    
    (74,631
    )Cash flows from financing activities:Principal issuance (payments) on notes payable and capital lease obligations
    
    
    682,735
    
    
    
    (4,074
    )Stock compensation tax benefit
    
    
    550
    
    
    
    83Net proceeds from (payments on) lines of credit
    
    
    (223,888
    )
    
    
    340Dividends paid
    
    
    (16,272
    )
    
    
    (24,699
    )Repurchase of common stock
    
    
    
    
    
    
    (7,172
    )Net cash provided (used) by financing activities
    
    
    443,125
    
    
    
    (35,522
    )Net decrease in cash and cash equivalents
    
    
    (149,634
    )
    
    
    (14,690
    )Cash and cash equivalents at beginning of period
    
    
    232,264
    
    
    
    166,071Cash and cash equivalents at end of period
    
    $
    82,630
    
    
    $
    151,381Supplemental schedule of noncash investing and financing activities:Increase in property and equipment through assumption of capital leases
    
    $
    2,111
    
    
    $
    1,019
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BELK, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Six Months EndedJuly 30,
    
    
    July 31,
    
    
    July 30,
    
    
    July 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Net income
    
    $
    17,177
    
    
    $
    14,934
    
    
    $
    41,512
    
    
    $
    39,049Other comprehensive income (loss):Net change in fair value of interest rate swaps, net of $1,164
and $2,641 income tax expense
for the three months and six
months ended July 30, 2005,
respectively and $496 and $3,146
income tax expense for the three
and six months ended July 31,
2004, respectively
    
    
    1,983
    
    
    
    844
    
    
    
    4,496
    
    
    
    5,356Interest rate swap losses reclassified into interest expense from
other comprehensive income, net
of $45 and $90 income tax
benefit for the three and six
months ended July 30, 2005 and
July 31, 2004, respectively.
    
    
    76
    
    
    
    76
    
    
    
    152
    
    
    
    152Unrealized gain (loss) on investments, net of $44 income tax
expense and $9 income tax
benefit for the three and six
months ended July 30, 2005,
respectively and $55 income tax
expense and $12 income tax
benefit for the three and six
months ended July 31, 2004,
respectively
    
    
    75
    
    
    
    94
    
    
    
    (15
    )
    
    
    (20
    )Amortization of pension asset adjustment, net of $1,132 and
$2,264 income tax expense for
the three and six months ended
July 30, 2005, respectively and
$1,339 and $2,678 income tax
expense for the three and six
months ended July 31, 2004,
respectively.
    
    
    1,928
    
    
    
    2,280
    
    
    
    3,856
    
    
    
    4,559Other comprehensive income
    
    
    4,062
    
    
    
    3,294
    
    
    
    8,489
    
    
    
    10,047Total comprehensive income
    
    $
    21,239
    
    
    $
    18,228
    
    
    $
    50,001
    
    
    $
    49,096
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BELK, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3) Accumulated Other Comprehensive Loss
  July 30,
    
    
    January 29,2005
    
    
    2005(dollars in thousands)Unrealized loss on interest rate swaps, net of $3,539
and $6,269 income tax
benefit as of July 30, 2005
and January 29, 2005,
respectively
    
    $
    (6,025
    )
    
    $
    (10,674
    )Unrealized gains on investments, net of $1,116 and $1,139
income tax expense as of
July 30, 2005 and January
29, 2005, respectively
    
    
    1,924
    
    
    
    1,939Pension asset adjustment, net of $42,479 and $44,743
income tax benefit as of
July 30, 2005 and January
29, 2005, respectively
    
    
    (72,329
    )
    
    
    (76,184
    )Accumulated other comprehensive loss
    
    $
    (76,430
    )
    
    $
    (84,919
    )
 (4) Accounts Receivable, Net
   July 30,
    
    
    January 29,2005
    
    
    2005(dollars in thousands)Customer receivables
    
    $
    275,636
    
    
    $
    313,361Other receivables
    
    
    13,893
    
    
    
    16,331Less allowance for doubtful accounts
    
    
    (6,597
    )
    
    
    (9,986
    )Accounts receivable, net
    
    $
    282,932
    
    
    $
    319,706
 (5) Implementation of New Accounting Standards
   9




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BELK, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (6) Pension and Postretirement Benefits
  Three Months EndedPension Plan
    
    
    Postretirement PlanJuly 30,
    
    
    July 31,
    
    
    July 30,
    
    
    July 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Service cost
    
    $
    1,269
    
    
    $
    2,763
    
    
    $
    39
    
    
    $
    53Interest cost
    
    
    5,356
    
    
    
    5,319
    
    
    
    376
    
    
    
    384Expected return on plan assets
    
    
    (6,299
    )
    
    
    (6,558
    )
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    340
    
    
    
    69
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    2,735
    
    
    
    2,095
    
    
    
    (106
    )
    
    
    (124
    )Net periodic benefit expense
    
    $
    3,401
    
    
    $
    3,688
    
    
    $
    374
    
    
    $
    378
 Six Months EndedPension Plan
    
    
    Postretirement PlanJuly 30,
    
    
    July 31,
    
    
    July 30,
    
    
    July 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Service cost
    
    $
    2,538
    
    
    $
    5,526
    
    
    $
    78
    
    
    $
    107Interest cost
    
    
    10,712
    
    
    
    10,637
    
    
    
    752
    
    
    
    768Expected return on plan assets
    
    
    (12,598
    )
    
    
    (13,117
    )
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    131Amortization of prior service cost
    
    
    680
    
    
    
    138
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    5,470
    
    
    
    4,191
    
    
    
    (212
    )
    
    
    (249
    )Net periodic benefit expense
    
    $
    6,802
    
    
    $
    7,375
    
    
    $
    748
    
    
    $
    757
   (7) Acquisitions
 Proffitts and McRaes Acquisition
  10




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BELK, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Dollars in thousandsInventory
    
    $
    142,056Other current assets
    
    
    2,806Property, plant and equipment
    
    
    281,524Goodwill
    
    
    255,314Intangible assets
    
    
    750Other assets
    
    
    13,267Total assets acquired
    
    
    695,717Current liabilities
    
    
    60,325Long-term liabilities
    
    
    11,276Total liabilities assumed
    
    
    71,601Net Assets Acquired
    
    $
    624,116
   Three Months Ended
    
    
    Six Months EndedJuly 30, 2005
    
    
    July 31, 2004
    
    
    July 30, 2005
    
    
    July 31, 2004(dollars in thousands)Net sales
    
    $
    703,420
    
    
    $
    672,731
    
    
    $
    1,434,105
    
    
    $
    1,375,020Net income
    
    
    10,026
    
    
    
    11,427
    
    
    
    29,925
    
    
    
    33,396Earnings per share,
basic and diluted
    
    
    0.19
    
    
    
    0.22
    
    
    
    0.58
    
    
    
    0.64
  11




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BELK, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8) Borrowings
  July 30, 2005
    
    
    January 29, 2005(Dollars in thousands)Bond facility
    
    $
    125,000
    
    
    $
    125,000Note payable
    
    
    185,303
    
    
    
    125,025Credit Facility Term Loan
    
    
    200,000
    
    
    
    Senior Notes
    
    
    200,000
    
    
    
    Sale/leaseback financing
    
    
    16,309
    
    
    
    18,846Capital lease agreements through August 2020
    
    
    32,698
    
    
    
    32,415Unsecured notes payable
    
    
    133
    
    
    
    133759,443
    
    
    
    301,419Less current installments
    
    
    (8,559
    )
    
    
    (8,199
    )Long-term debt and capital lease
obligations, excluding current installments
    
    $
    750,884
    
    
    $
    293,220
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BELK, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (9) Hurricane Katrina
  13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
        Proffitts and McRaes Acquisition
  14




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Hurricane Katrina
  Results of Operations
  Three Months Ended
    
    
    Six Months EndedJuly 30,
    
    
    July 31,
    
    
    July 30,
    
    
    July 31,2005
    
    
    2004
    
    
    2005
    
    
    2004SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    67.5
    
    
    
    67.1
    
    
    
    66.9
    
    
    
    66.6Selling, general and administrative
expenses
    
    
    26.0
    
    
    
    26.9
    
    
    
    25.9
    
    
    
    26.1Operating income
    
    
    6.1
    
    
    
    6.0
    
    
    
    7.0
    
    
    
    7.3Interest expense, net
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.5
    
    
    
    1.6Income taxes
    
    
    1.6
    
    
    
    1.6
    
    
    
    2.0
    
    
    
    2.1Net income
    
    
    2.8
    
    
    
    2.8
    
    
    
    3.5
    
    
    
    3.6Comparable store net revenue increase
    
    
    2.4
    
    
    
    4.9
    
    
    
    1.4
    
    
    
    5.3
 Comparison of the Three and Six Months Ended July 30, 2005 and July 31, 2004
 Revenues
  Cost of goods sold.
 Selling, general and administrative expenses.
 15




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Asset Impairment and Store closing costs.
 Net income.
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
    16




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Contractual Obligations and Commercial Commitments
  Payments Due by PeriodContractual Obligations
    
    Total
    
    
    Within 1 Year
    
    
    1- 3 Years
    
    
    4 - 5 Years
    
    
    After 5 Years(dollars in thousands)Long-Term Debt
    
    $
    759,443
    
    
    $
    8,559
    
    
    $
    327,546
    
    
    $
    206,075
    
    
    $
    217,263
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  17




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Item 4. Controls and Procedures
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Election of Directors
  Term Expiring 2008
    
    Votes For
    
    
    Votes WithheldThomas M. Belk
    
    
    487,408,236
    
    
    
    366,796J. Kirk Glenn
    
    
    487,403,056
    
    
    
    371,976John L. Townsend, III
    
    
    487,403,056
    
    
    
    371,976
  Compensation Plan Proposals
  
 Item 5. Other Information
  
 Item 6. Exhibits
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##### Table of Contents



3.1
    
    Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to pages B-24 to B-33 of the Companys Registration
Statement on Form S-4, filed on March 5, 1998 (File No.333-42935)).3.2
    
    Form of Second Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Companys Annual Report on Form 10-K for the fiscal
year ended January 31, 2004).4.1
    
    Articles Fourth, Fifth and Seventh of the Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference to pages B-24 to B-33 of the
Companys Registration Statement on Form S-4, filed on March 5, 1998 (File No.
333-42935)).4.2
    
    Articles I and IV of the Second Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 of the Companys Annual Report on Form 10-K
for the fiscal year ended January 31, 2004).10.1
    
    Bridge Credit Agreement, dated as of July 5, 2005, by and among Belk, Inc. and
certain subsidiaries of Belk, Inc., as borrowers, and Bank of America, N.A., Wachovia
Bank, National Association and the other lenders referred to therein (incorporated by
reference to the Companys Current Report on Form 8-K filed on July 11, 2005).10.2
    
    Amended and Restated Credit Agreement, dated as of July 5, 2005, by and among
Belk, Inc. and certain subsidiaries of Belk, Inc., as borrowers, and Wachovia Bank,
National Association, Bank of America, N.A. and the other lenders referred to therein
(incorporated by reference to the Companys Current Report on Form 8-K filed on July
11, 2005).10.3
    
    Note Purchase Agreement, dated as of July 12, 2005, by and among Belk, Inc. and
certain subsidiaries of Belk, Inc., as obligors, and the purchasers referred to therein
(incorporated by reference to the Companys Current Report on Form 8-K filed on July
18, 2005).31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  BELK, INC.Dated: September 8, 2005
    
    By:
    
    /s/ Ralph A. PittsRalph A. PittsExecutive Vice President, General Counsel andCorporate Secretary(Authorized Officer of the Registrant)By:
    
    /s/ Brian T. MarleyBrian T. MarleyExecutive Vice President andChief Financial Officer
 21