##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended July 31, 2010
 OR
 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)
 Registrants Telephone Number, including Area Code (704) 357-1000
  
  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




---



##### 



BELK, INC.
Index to Form 10-Q
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Statements of Income for the Three and Six Months Ended July 31, 2010 and
August 1, 2009
    
    
    4Condensed Consolidated Balance Sheets as of July 31, 2010 and January 30, 2010
    
    
    5Condensed Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income
for the Six Months Ended July 31, 2010
    
    
    6Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2010 and
August 1, 2009
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3. Defaults upon Senior Securities
    
    
    17Item 4. Reserved
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    17EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



This Report Contains Forward-Looking Statements
     
    
    General economic, political and business conditions, nationally and in our market areas,
including rates of economic growth, interest rates, inflation or deflation, consumer credit
availability, levels of consumer debt and bankruptcies, tax rates and policy, unemployment
trends, potential acts of terrorism and threats of such acts and other matters that influence
consumer confidence and spending;
    
    Our ability to comply with debt covenants which could adversely affect our capital
resources, financial condition and liquidity and our ability to re-finance existing debt as
necessary on acceptable terms;
    
    Our ability to anticipate the demands of our customers for a wide variety of merchandise
and services, including our predictions about the merchandise mix, quality, style, service,
convenience and credit availability of our customers;
    
    Unseasonable and extreme weather conditions in our market areas;
    
    Seasonal fluctuations in quarterly net income due to the significant portion of our
revenues generated during the holiday season in the fourth fiscal quarter and the significant
amount of inventory we carry during that time;
    
    Competition from other department and specialty stores and other retailers, including
luxury goods retailers, general merchandise stores, Internet retailers, mail order retailers
and off-price and discount stores, in the areas of price, merchandise mix, quality, style,
service, convenience, credit availability and advertising;
    
    Our ability to effectively use advertising, marketing and promotional campaigns to generate
high customer traffic in our stores;
    
    Our ability to find qualified vendors from which to source our merchandise and our ability
to access products in a timely and efficient manner from a wide variety of domestic and
international vendors;
    
    The income we receive from, and the timing of receipt of, payments from GE, the operator of
our private label credit card business, which depends upon the amount of purchases made
through the proprietary credit cards, the level of finance charge income generated from the
credit card portfolio, the number of new accounts generated, changes in customers credit card
use, and GEs ability to extend credit to our customers;
    
    Our ability to correctly anticipate the appropriate levels of inventories during the year;
    
    Our ability to manage our expense structure;
    
    Our ability to identify opportunities to open new stores, or to remodel or expand existing
stores, including the availability of existing retail stores or store sites on acceptable
terms and our ability to successfully execute the Companys retailing concept in new markets
and geographic regions;
    
    The efficient and effective operation of our distribution network and information systems
to manage sales, distribution, merchandise planning and allocation functions;
    
    Our ability to expand our eCommerce business through our updated and redesigned belk.com
website, including our ability to meet the systems challenges of expanding and operating the
website and our ability to efficiently operate our eCommerce fulfillment facility;
    
    Our ability to realize the planned efficiencies from our acquisitions and effectively
integrate and operate the acquired stores and businesses; and
    
    The effectiveness of third parties in managing our outsourced business processes.




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except share and per share amounts)
(unaudited)
 Three Months Ended
    
    
    Six Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    787,697
    
    
    $
    760,261
    
    
    $
    1,591,610
    
    
    $
    1,521,155Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    532,066
    
    
    
    522,368
    
    
    
    1,068,617
    
    
    
    1,054,460Selling, general and administrative expenses
    
    
    225,337
    
    
    
    211,128
    
    
    
    443,356
    
    
    
    426,405Gain on sale of property and equipment
    
    
    985
    
    
    
    636
    
    
    
    1,793
    
    
    
    913Asset impairment and exit costs
    
    
    1,059
    
    
    
    680
    
    
    
    1,277
    
    
    
    1,091Operating income
    
    
    30,220
    
    
    
    26,721
    
    
    
    80,153
    
    
    
    40,112Interest expense, net
    
    
    (12,571
    )
    
    
    (12,767
    )
    
    
    (25,504
    )
    
    
    (25,327
    )Income before income taxes
    
    
    17,649
    
    
    
    13,954
    
    
    
    54,649
    
    
    
    14,785Income tax expense
    
    
    5,200
    
    
    
    4,544
    
    
    
    17,857
    
    
    
    4,831Net income
    
    $
    12,449
    
    
    $
    9,410
    
    
    $
    36,792
    
    
    $
    9,954Basic and diluted net income per share
    
    $
    0.27
    
    
    $
    0.19
    
    
    $
    0.77
    
    
    $
    0.20Weighted average shares outstanding:Basic
    
    
    46,704,496
    
    
    
    48,471,830
    
    
    
    47,499,816
    
    
    
    48,615,089Diluted
    
    
    46,706,537
    
    
    
    48,471,830
    
    
    
    47,500,837
    
    
    
    48,615,089
  4




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (dollars in thousands)
(unaudited)
 July 31,
    
    
    January 30,2010
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    406,548
    
    
    $
    585,930Short-term investments
    
    
    
    
    
    
    2,500Accounts receivable, net
    
    
    37,585
    
    
    
    22,427Merchandise inventory
    
    
    796,905
    
    
    
    775,342Prepaid income taxes, expenses and other current assets
    
    
    30,908
    
    
    
    24,902Total current assets
    
    
    1,271,946
    
    
    
    1,411,101Investment securities
    
    
    6,850
    
    
    
    6,850Property and equipment, net of accumulated depreciation and amortization of $1,306,120
and $1,245,816 as of July 31, 2010 and January 30, 2010, respectively
    
    
    979,973
    
    
    
    1,009,250Deferred income taxes
    
    
    116,075
    
    
    
    117,827Other assets
    
    
    40,034
    
    
    
    37,547Total assets
    
    $
    2,414,878
    
    
    $
    2,582,575Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    240,244
    
    
    $
    243,995Accrued liabilities
    
    
    149,145
    
    
    
    125,599Accrued income taxes
    
    
    
    
    
    
    35,775Deferred income taxes
    
    
    16,645
    
    
    
    16,079Current installments of long-term debt and capital lease obligations
    
    
    4,357
    
    
    
    3,419Total current liabilities
    
    
    410,391
    
    
    
    424,867Long-term debt and capital lease obligations, excluding current installments
    
    
    611,228
    
    
    
    685,437Interest rate swap liability
    
    
    6,986
    
    
    
    7,403Retirement obligations and other noncurrent liabilities
    
    
    338,495
    
    
    
    370,573Total liabilities
    
    
    1,367,100
    
    
    
    1,488,280Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 400 million shares authorized and 46.3 and 48.3 million shares issued and
outstanding as of July 31, 2010 and January 30, 2010,
respectively
    
    
    463
    
    
    
    483Paid-in capital
    
    
    404,048
    
    
    
    451,278Retained earnings
    
    
    797,117
    
    
    
    798,963Accumulated other comprehensive loss
    
    
    (153,850
    )
    
    
    (156,429
    )Total stockholders equity
    
    
    1,047,778
    
    
    
    1,094,295Total liabilities and stockholders equity
    
    $
    2,414,878
    
    
    $
    2,582,575
  5




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 AND COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 AccumulatedOtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at January 30, 2010
    
    
    48,286
    
    
    $
    483
    
    
    $
    451,278
    
    
    $
    798,963
    
    
    $
    (156,429
    )
    
    $
    1,094,295Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,792
    
    
    
    
    
    
    
    36,792Unrealized gain on interest rate swaps,
net of $156 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    262
    
    
    
    262Defined benefit expense, net of
$1,376 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,317
    
    
    
    2,317Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,371Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,638
    )
    
    
    
    
    
    
    (38,638
    )Issuance of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (43
    )
    
    
    
    
    
    
    
    
    
    
    (43
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    3,670
    
    
    
    
    
    
    
    
    
    
    
    3,670Common stock issued
    
    
    36
    
    
    
    
    
    
    
    539
    
    
    
    
    
    
    
    
    
    
    
    539Repurchase and retirement of common stock
    
    
    (1,978
    )
    
    
    (20
    )
    
    
    (51,396
    )
    
    
    
    
    
    
    
    
    
    
    (51,416
    )Balance at July 31, 2010
    
    
    46,344
    
    
    $
    463
    
    
    $
    404,048
    
    
    $
    797,117
    
    
    $
    (153,850
    )
    
    $
    1,047,778
  6




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)

(unaudited)
 Six Months EndedJuly 31,
    
    
    August 1,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    36,792
    
    
    $
    9,954Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and exit costs
    
    
    1,277
    
    
    
    1,091Deferred income tax expense (benefit)
    
    
    1,299
    
    
    
    (564
    )Depreciation and amortization expense
    
    
    72,708
    
    
    
    81,453Stock-based compensation expense
    
    
    3,670
    
    
    
    99(Gain) loss on sale of property and equipment
    
    
    (478
    )
    
    
    402Amortization of deferred gain on sale and leaseback
    
    
    (1,315
    )
    
    
    (1,315
    )(Increase) decrease in:Accounts receivable, net
    
    
    (15,091
    )
    
    
    (5,846
    )Merchandise inventory
    
    
    (21,563
    )
    
    
    71,728Prepaid income taxes, expenses and other assets
    
    
    (10,934
    )
    
    
    (25,710
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    10,787
    
    
    
    24,853Accrued income taxes
    
    
    (35,775
    )
    
    
    (681
    )Retirement obligations and other liabilities
    
    
    (26,494
    )
    
    
    8,596Net cash provided by operating activities
    
    
    14,883
    
    
    
    164,060Cash flows from investing activities:Purchases of property and equipment
    
    
    (29,787
    )
    
    
    (29,700
    )Proceeds from sales of property and equipment
    
    
    434
    
    
    
    39Proceeds from sales of short-term investments
    
    
    2,500
    
    
    
    900Net cash used by investing activities
    
    
    (26,853
    )
    
    
    (28,761
    )Cash flows from financing activities:Principal payments on long-term debt and capital lease obligations
    
    
    (77,315
    )
    
    
    (2,300
    )Repurchase and retirement of common stock
    
    
    (51,416
    )
    
    
    (5,950
    )Dividends paid
    
    
    (38,638
    )
    
    
    (9,752
    )Stock compensation tax benefit (expense)
    
    
    41
    
    
    
    (64
    )Cash paid for withholding taxes in lieu of stock-based compensation shares
    
    
    (84
    )
    
    
    (51
    )Net cash used by financing activities
    
    
    (167,412
    )
    
    
    (18,117
    )Net (decrease) increase in cash and cash equivalents
    
    
    (179,382
    )
    
    
    117,182Cash and cash equivalents at beginning of period
    
    
    585,930
    
    
    
    260,134Cash and cash equivalents at end of period
    
    $
    406,548
    
    
    $
    377,316Supplemental schedule of noncash investing activities:Increase (decrease) in property and equipment through accrued purchases
    
    $
    9,530
    
    
    $
    (8,079
    )Increase in property and equipment through assumption of capital leases
    
    
    4,045
    
    
    
    
  7




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2) Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)
    
    
    (dollars in thousands)Net income
    
    $
    12,449
    
    
    $
    9,410
    
    
    $
    36,792
    
    
    $
    9,954Other comprehensive income:Unrealized gain on investments, net of $113 and $205 income taxes for the three and six months
ended August 1, 2009, respectively.
    
    
    
    
    
    
    191
    
    
    
    
    
    
    
    345Unrealized (loss) gain on interest rate swaps, net of $47 and $156 income taxes for the three and six
months ended July 31, 2010, respectively and $230 and $316 income taxes for the three and
six months ended August 1, 2009, respectively.
    
    
    (79
    )
    
    
    388
    
    
    
    262
    
    
    
    533Defined benefit expense, net of $688 and $1,376 income taxes for the three and six months ended
July 31, 2010, respectively and $1,278 and $2,557 income taxes for the three and six months
ended August 1, 2009, respectively.
    
    
    1,159
    
    
    
    2,154
    
    
    
    2,317
    
    
    
    4,308Other comprehensive income
    
    
    1,080
    
    
    
    2,733
    
    
    
    2,579
    
    
    
    5,186Total comprehensive income
    
    $
    13,529
    
    
    $
    12,143
    
    
    $
    39,371
    
    
    $
    15,140
 (3) Accumulated Other Comprehensive Loss
  July 31,
    
    
    January 30,2010
    
    
    2010(dollars in thousands)Unrealized loss on interest rate swap, net of $2,633
and $2,789 income taxes
as of July 31, 2010 and
January 30, 2010,
respectively.
    
    $
    (4,352
    )
    
    $
    (4,614
    )Defined benefit plans, net of $89,345 and $90,721
income taxes as of July
31, 2010 and January 30,
2010,
respectively.
    
    
    (149,498
    )
    
    
    (151,815
    )Accumulated other comprehensive loss
    
    $
    (153,850
    )
    
    $
    (156,429
    )
 8




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (4) Fair Value Measurements
      July 31, 2010
    
    
    January 30, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    Value(dollars in thousands)Financial assetsAuction rate security (a)
    
    $
    6,850
    
    
    $
    6,850
    
    
    $
    9,350
    
    
    $
    9,350Financial liabilitiesLong-term debt
(excluding capitalized
leases) (b)
    
    $
    592,780
    
    
    $
    593,316
    
    
    $
    667,780
    
    
    $
    647,287
 
 (a)
    
    Amounts represent held-to-maturity ARS backed by student loans, which are 97% guaranteed under
the Federal Family Education Loan Program, and carries the highest credit ratings of AAA.(b)
    
    Represents the sum of fixed rate and variable rate long-term debt excluding capitalized leases.   9




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (5) Asset Impairment and Exit Costs
  (6) Borrowings
  (7) Pension and Postretirement Benefits
     Three Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)Service cost
    
    $
    
    
    
    $
    
    
    
    $
    18
    
    
    $
    46
    
    
    $
    37
    
    
    $
    33Interest cost
    
    
    6,517
    
    
    
    6,649
    
    
    
    155
    
    
    
    229
    
    
    
    340
    
    
    
    406Expected return on plan assets
    
    
    (6,550
    )
    
    
    (5,527
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    65Amortization of prior service cost
    
    
    
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    1,753
    
    
    
    3,234
    
    
    
    36
    
    
    
    
    
    
    
    (8
    )
    
    
    10Net periodic benefit expense
    
    $
    1,720
    
    
    $
    4,480
    
    
    $
    209
    
    
    $
    275
    
    
    $
    435
    
    
    $
    514
 Six Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)Service cost
    
    $
    
    
    
    $
    
    
    
    $
    36
    
    
    $
    78
    
    
    $
    75
    
    
    $
    66Interest cost
    
    
    13,035
    
    
    
    13,298
    
    
    
    309
    
    
    
    386
    
    
    
    680
    
    
    
    812Expected return on plan assets
    
    
    (13,100
    )
    
    
    (11,055
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    131Amortization of prior service cost
    
    
    
    
    
    
    248
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    3,505
    
    
    
    6,467
    
    
    
    72
    
    
    
    
    
    
    
    (15
    )
    
    
    19Net periodic benefit expense
    
    $
    3,440
    
    
    $
    8,958
    
    
    $
    417
    
    
    $
    464
    
    
    $
    871
    
    
    $
    1,028
 10




---



##### Table of Contents



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (8) Earnings per Share
   Three Months Ended
    
    
    Six Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic Shares
    
    
    46,704,496
    
    
    
    48,471,830
    
    
    
    47,499,816
    
    
    
    48,615,089Dilutive contingently-issuable non-vested share awards
    
    
    2,041
    
    
    
    
    
    
    
    1,021
    
    
    
    Diluted Shares
    
    
    46,706,537
    
    
    
    48,471,830
    
    
    
    47,500,837
    
    
    
    48,615,089
 (9) Repurchase of Common Stock
  11




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
         12




---



##### Table of Contents



Results of Operations
  Three Months Ended
    
    Six Months EndedJuly 31,
    
    August 1,
    
    July 31,
    
    August 1,2010
    
    2009
    
    2010
    
    2009SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    67.5
    
    
    
    68.7
    
    
    
    67.1
    
    
    
    69.3Selling, general and administrative expenses
    
    
    28.6
    
    
    
    27.8
    
    
    
    27.9
    
    
    
    28.0Gain on sale of property and equipment
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Asset impairment and exit costs
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Operating income
    
    
    3.8
    
    
    
    3.5
    
    
    
    5.0
    
    
    
    2.6Interest expense, net
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.6
    
    
    
    1.7Income before income taxes
    
    
    2.2
    
    
    
    1.8
    
    
    
    3.4
    
    
    
    1.0Income tax expense
    
    
    0.7
    
    
    
    0.6
    
    
    
    1.1
    
    
    
    0.3Net income
    
    
    1.6
    
    
    
    1.2
    
    
    
    2.3
    
    
    
    0.7Comparable store net revenue increase (decrease)
    
    
    4.1
    
    
    
    (9.4
    )
    
    
    5.3
    
    
    
    (8.5
    )
 Revenues
  Three Months Ended
    
    Six Months EndedJuly 31,
    
    August 1,
    
    July 31,
    
    August 1,Merchandise Areas
    
    2010
    
    2009
    
    2010
    
    2009Womens
    
    
    40
    %
    
    
    41
    %
    
    
    39
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    30
    
    
    
    30
    
    
    
    32
    
    
    
    31Mens
    
    
    17
    
    
    
    16
    
    
    
    16
    
    
    
    15Home
    
    
    8
    
    
    
    8
    
    
    
    7
    
    
    
    8Childrens
    
    
    5
    
    
    
    5
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Comparison of the Three and Six Months Ended July 31, 2010 and August 1, 2009
 Revenues.
 13




---



##### Table of Contents



Cost of goods sold.
  Selling, general and administrative expenses
  Income tax expense.
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
  14




---



##### Table of Contents



15




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   16




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER PURCHASES OF EQUITY SECURITIES
 Total Number of
    
    Approximate DollarShares Purchased
    
    Value of Sharesas Part of
    
    that May Yet BePublicly
    
    Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced
    
    thePeriod
    
    Shares Purchased
    
    per Share
    
    Plans or Programs
    
    Plans or ProgramsMay 2  May 29, 2010
    
    
    1,977,541
    (1)
    
    $
    26.00
    
    
    
    1,977,541
    
    
    
    May 30  July 3, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 4  July 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,977,541
    
    
    $
    26.00
    
    
    
    1,977,541
    
    
    
    
 
 (1)
    
    On April 1, 2010, the Companys Board of Directors approved a self-tender offer
to purchase up to 2,880,000 shares of common stock at a price of $26.00 per share. The tender offer
was initiated on April 21, 2010, and on May 19, 2010, the Company accepted for purchase 1,482,822
shares of Class A and 494,719 shares of Class B common stock for $51.4 million. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Reserved
 
 Item 5. Other Information
  
 Item 6. Exhibits
  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/A, 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).
 17




---



##### Table of Contents



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/A, 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
    
    Belk, Inc. 2010 Incentive Stock Plan (incorporated by reference from Exhibit A to the
Definitive Proxy Statement filed on April 21, 2010).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.
 18




---



##### Table of Contents



SIGNATURES
  BELK, INC.Dated:  September 8, 2010
    By:
    /s/ Ralph A. PittsRalph A. PittsExecutive Vice President, General Counsel and
Corporate Secretary
(Authorized Officer of the Registrant)By:
    /s/ Brian T. MarleyBrian T. MarleyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer) 19