##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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 October 31, 2009
 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)
  
 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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##### 



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 Nine Months Ended October 31, 2009
and November 1, 2008
    
    
    4Condensed Consolidated Balance Sheets as of October 31, 2009 and January 31, 2009
    
    
    5Condensed Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income
for the Nine Months Ended October 31, 2009
    
    
    6Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2009 and
November 1, 2008
    
    
    7Notes to Unaudited Condensed 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
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21EX-31.1EX-31.2EX-32.1EX-32.2




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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;
    
    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 continue to increase our number of 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; and
    
    Our ability to realize the planned efficiencies from our acquisitions and effectively
integrate and operate the acquired stores and businesses, including our fiscal year 2007
acquisition of Parisian stores and our fiscal year 2007 acquisition of the assets of Migerobe
and commencement of our owned fine jewelry business.




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##### 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
    
    
    Nine Months EndedOctober 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    727,988
    
    
    $
    741,403
    
    
    $
    2,249,142
    
    
    $
    2,388,017Cost of goods sold (including occupancy, distribution and buying expenses)
    
    
    496,473
    
    
    
    532,592
    
    
    
    1,550,933
    
    
    
    1,664,486Selling, general and administrative expenses
    
    
    215,771
    
    
    
    235,397
    
    
    
    642,178
    
    
    
    706,526Gain on sale of property and equipment
    
    
    639
    
    
    
    2,194
    
    
    
    1,552
    
    
    
    4,161Asset impairment and exit costs
    
    
    (117
    )
    
    
    748
    
    
    
    973
    
    
    
    2,659Pension curtailment charge
    
    
    2,719
    
    
    
    
    
    
    
    2,719
    
    
    
    Operating income (loss)
    
    
    13,781
    
    
    
    (25,140
    )
    
    
    53,891
    
    
    
    18,507Interest expense, net
    
    
    (12,931
    )
    
    
    (11,912
    )
    
    
    (38,256
    )
    
    
    (38,360
    )Gain (loss) on investments
    
    
    14
    
    
    
    (239
    )
    
    
    14
    
    
    
    1,648Income (loss) before income taxes
    
    
    864
    
    
    
    (37,291
    )
    
    
    15,649
    
    
    
    (18,205
    )Income tax expense (benefit)
    
    
    418
    
    
    
    (13,803
    )
    
    
    5,249
    
    
    
    (8,053
    )Net income (loss)
    
    $
    446
    
    
    $
    (23,488
    )
    
    $
    10,400
    
    
    $
    (10,152
    )Basic and diluted net income (loss) per share
    
    $
    0.01
    
    
    $
    (0.48
    )
    
    $
    0.21
    
    
    $
    (0.21
    )Weighted average shares outstanding  basic and diluted
    
    
    48,285,713
    
    
    
    48,752,892
    
    
    
    48,505,297
    
    
    
    49,096,381
  4




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BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
 October 31,
    
    
    January 31,2009
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    359,268
    
    
    $
    260,134Short-term investments
    
    
    9,350
    
    
    
    10,250Accounts receivable, net
    
    
    24,906
    
    
    
    65,702Merchandise inventory
    
    
    1,016,143
    
    
    
    828,497Property held for sale
    
    
    750
    
    
    
    750Prepaid income taxes, expenses and other current assets
    
    
    40,995
    
    
    
    30,705Total current assets
    
    
    1,451,412
    
    
    
    1,196,038Investment securities
    
    
    1,687
    
    
    
    1,074Property and equipment, net of accumulated depreciation and amortization of $1,224,435
and $1,109,444 as of October 31, 2009 and January 31, 2009, respectively
    
    
    1,076,874
    
    
    
    1,169,150Deferred income taxes
    
    
    104,956
    
    
    
    128,829Other assets
    
    
    47,690
    
    
    
    40,156Total assets
    
    $
    2,682,619
    
    
    $
    2,535,247Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    406,732
    
    
    $
    236,886Accrued liabilities
    
    
    142,953
    
    
    
    118,045Accrued income taxes
    
    
    
    
    
    
    593Deferred income taxes
    
    
    26,467
    
    
    
    27,997Current installments of long-term debt and capital lease obligations
    
    
    3,660
    
    
    
    4,486Total current liabilities
    
    
    579,812
    
    
    
    388,007Long-term debt and capital lease obligations, excluding current installments
    
    
    686,049
    
    
    
    688,704Interest rate swap liability
    
    
    7,557
    
    
    
    8,182Retirement obligations and other noncurrent liabilities
    
    
    373,218
    
    
    
    418,327Total liabilities
    
    
    1,646,636
    
    
    
    1,503,220Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 400 million shares authorized and 48.3 and 48.8 million shares
issued and outstanding as of October 31, 2009 and January 31, 2009, respectively
    
    
    483
    
    
    
    488Paid-in capital
    
    
    451,237
    
    
    
    456,858Retained earnings
    
    
    742,227
    
    
    
    741,579Accumulated other comprehensive loss
    
    
    (157,964
    )
    
    
    (166,898
    )Total stockholders equity
    
    
    1,035,983
    
    
    
    1,032,027Total liabilities and stockholders equity
    
    $
    2,682,619
    
    
    $
    2,535,247
  5




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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 31, 2009
    
    
    48,753
    
    
    $
    488
    
    
    $
    456,858
    
    
    $
    741,579
    
    
    $
    (166,898
    )
    
    $
    1,032,027Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,400
    
    
    
    
    
    
    
    10,400Unrealized gain on investments,
net of $222 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    374
    
    
    
    374Unrealized gain on interest rate swaps,
net of $233 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    392Defined benefit expense, net of
$3,836 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,462
    
    
    
    6,462Pension curtailment charge, net of
$1,013 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,706
    
    
    
    1,706Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,334Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,752
    )
    
    
    
    
    
    
    (9,752
    )Issuance of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (115
    )
    
    
    
    
    
    
    
    
    
    
    (115
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    139
    
    
    
    
    
    
    
    
    
    
    
    139Common stock issued
    
    
    33
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    300Repurchase and retirement of common stock
    
    
    (500
    )
    
    
    (5
    )
    
    
    (5,945
    )
    
    
    
    
    
    
    
    
    
    
    (5,950
    )Balance at October 31, 2009
    
    
    48,286
    
    
    $
    483
    
    
    $
    451,237
    
    
    $
    742,227
    
    
    $
    (157,964
    )
    
    $
    1,035,983
  6




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BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 (unaudited)
 Nine Months EndedOctober 31,
    
    
    November 1,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    10,400
    
    
    
    (10,152
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Asset impairment and exit costs
    
    
    973
    
    
    
    2,659Deferred income tax expense
    
    
    16,051
    
    
    
    9,564Depreciation and amortization expense
    
    
    121,558
    
    
    
    124,026Stock-based compensation expense
    
    
    139
    
    
    
    2,015Pension curtailment charge
    
    
    2,719
    
    
    
    Loss (gain) on sale of property and equipment
    
    
    420
    
    
    
    (2,189
    )Amortization of deferred gain on sale and leaseback
    
    
    (1,972
    )
    
    
    (1,972
    )Gain on investments
    
    
    (14
    )
    
    
    (1,648
    )(Increase) decrease in:Accounts receivable, net
    
    
    40,796
    
    
    
    34,749Merchandise inventory
    
    
    (187,646
    )
    
    
    (227,583
    )Prepaid income taxes, expenses and other assets
    
    
    (22,305
    )
    
    
    (33,931
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    202,661
    
    
    
    208,019Accrued income taxes
    
    
    (681
    )
    
    
    (25,980
    )Retirement obligations and other liabilities
    
    
    (29,050
    )
    
    
    (5,047
    )Net cash provided by operating activities
    
    
    154,049
    
    
    
    72,530Cash flows from investing activities:Purchases of short-term investments
    
    
    
    
    
    
    (17,750
    )Sales of short-term investments
    
    
    900
    
    
    
    7,500Purchases of property and equipment
    
    
    (36,587
    )
    
    
    (112,764
    )Proceeds from sales of property and equipment
    
    
    70
    
    
    
    18,998Net cash used by investing activities
    
    
    (35,617
    )
    
    
    (104,016
    )Cash flows from financing activities:Principal payments on long-term debt and capital lease obligations
    
    
    (3,481
    )
    
    
    (3,559
    )Cash paid for withholding taxes in lieu of stock-based compensation shares
    
    
    (51
    )
    
    
    (598
    )Stock compensation tax (expense) benefit
    
    
    (64
    )
    
    
    154Dividends paid
    
    
    (9,752
    )
    
    
    (19,846
    )Repurchase and retirement of common stock
    
    
    (5,950
    )
    
    
    (22,348
    )Net cash used by financing activities
    
    
    (19,298
    )
    
    
    (46,197
    )Net increase (decrease) in cash and cash equivalents
    
    
    99,134
    
    
    
    (77,683
    )Cash and cash equivalents at beginning of period
    
    
    260,134
    
    
    
    186,973Cash and cash equivalents at end of period
    
    $
    359,268
    
    
    $
    109,290Supplemental schedule of noncash investing activities:Decrease in property and equipment through accrued purchases
    
    $
    (8,232
    )
    
    $
    (8,810
    )
  7




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BELK, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
  (2) Recently Issued Accounting Standards
        8




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (3) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedOctober 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)
    
    
    (dollars in thousands)Net income (loss)
    
    $
    446
    
    
    $
    (23,488
    )
    
    $
    10,400
    
    
    $
    (10,152
    )Other comprehensive income (loss):Unrealized gain (loss) on investments, net of $17 and $222 income taxes for the three and
nine months ended October 31, 2009, respectively and $147 and $213 income taxes for the three
three and nine months ended November 1, 2008, respectively.
    
    
    29
    
    
    
    247
    
    
    
    374
    
    
    
    (360
    )Recognized other-than-temporary impairment of investments reclassified to gain (loss) on
investments, net of $231 income taxes for the three and nine months ended November 1,
2008.
    
    
    
    
    
    
    (388
    )
    
    
    
    
    
    
    (388
    )Unrealized gain (loss) on interest rate swaps, net of $83 and $233 income taxes for the three and
nine months ended October 31, 2009, respectively and $352 and $516 income taxes for the
three and nine months ended November 1, 2008, respectively.
    
    
    (141
    )
    
    
    (593
    )
    
    
    392
    
    
    
    869Defined benefit expense, net of $1,279 and $3,836 income taxes for the three and nine months
ended October 31, 2009, respectively and $1,008 and $3,025 income taxes for the three and
nine months ended November 1, 2008, respectively.
    
    
    2,154
    
    
    
    1,698
    
    
    
    6,462
    
    
    
    5,096Pension curtailment charge, net of $1,013 income taxes for the three and nine months ended
October 31, 2009.
    
    
    1,706
    
    
    
    
    
    
    
    1,706
    
    
    
    Other comprehensive income
    
    
    3,748
    
    
    
    964
    
    
    
    8,934
    
    
    
    5,217Total comprehensive income (loss)
    
    $
    4,194
    
    
    $
    (22,524
    )
    
    $
    19,334
    
    
    $
    (4,935
    )
 (4) Accumulated Other Comprehensive Loss
  October 31,
    
    
    January 31,2009
    
    
    2009(dollars in thousands)Unrealized loss on investments, net of $65 and $287
income taxes as of October 31, 2009 and January 31, 2009, respectively.
    
    $
    (108
    )
    
    $
    (482
    )Unrealized loss on interest rate swap, net of $2,815
and $3,048 income taxes as of October 31, 2009 and January 31, 2009,
respectively.
    
    
    (4,743
    )
    
    
    (5,135
    )Defined benefit plans, net of $90,891 and $95,740
income taxes as of October 31, 2009 and January 31, 2009,
respectively.
    
    
    (153,113
    )
    
    
    (161,281
    )Accumulated other comprehensive loss
    
    $
    (157,964
    )
    
    $
    (166,898
    )
 (5) Fair Value Measurements
  9




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      Fair Value Measurements at Reporting Date UsingQuoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableOctober 31,
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(dollars in thousands)Auction rate security
    
    $
    9,350
    
    
    $
    
    
    
    $
    
    
    
    $
    9,350Investment securities
    
    
    1,687
    
    
    
    1,687
    
    
    
    
    
    
    
    Total assets measured at fair value
    
    $
    11,037
    
    
    $
    1,687
    
    
    $
    
    
    
    $
    9,350Interest rate swap liability
    
    $
    7,557
    
    
    $
    
    
    
    $
    7,557
    
    
    $
    Total liabilities measured at fair
value
    
    $
    7,557
    
    
    $
    
    
    
    $
    7,557
    
    
    $
    
 10




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Balance as of January 31, 2009
    
    $
    10,250Purchases of auction rate securities
    
    
    Total losses realized/unrealized included in earnings
    
    
    Sale of auction rate securities
    
    
    (900
    )Balance as of October 31, 2009
    
    $
    9,350
  October 31, 2009Carrying
    
    FairValue
    
    Value(dollars in thousands)Long-term debt (excluding capitalized leases)
    
    $
    667,780
    
    
    $
    649,685
  (6) Asset Impairment and Exit Costs
   (7) Sale of Properties
   (8) Income Taxes
  11




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (9) Pension and Postretirement Benefits
    Three Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanOctober 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)Service cost
    
    $
    
    
    
    $
    688
    
    
    $
    17
    
    
    $
    47
    
    
    $
    33
    
    
    $
    33Interest cost
    
    
    6,649
    
    
    
    6,139
    
    
    
    86
    
    
    
    182
    
    
    
    406
    
    
    
    407Expected return on plan assets
    
    
    (5,527
    )
    
    
    (5,896
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    124
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    3,234
    
    
    
    2,459
    
    
    
    
    
    
    
    54
    
    
    
    10
    
    
    
    4Net periodic benefit expense
    
    $
    4,480
    
    
    $
    3,514
    
    
    $
    103
    
    
    $
    283
    
    
    $
    514
    
    
    $
    509
 Nine Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanOctober 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)Service cost
    
    $
    
    
    
    $
    2,407
    
    
    $
    95
    
    
    $
    142
    
    
    $
    99
    
    
    $
    100Interest cost
    
    
    19,947
    
    
    
    18,438
    
    
    
    472
    
    
    
    546
    
    
    
    1,218
    
    
    
    1,222Expected return on plan assets
    
    
    (16,582
    )
    
    
    (17,688
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    196Amortization of prior service cost
    
    
    372
    
    
    
    371
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    9,701
    
    
    
    7,379
    
    
    
    
    
    
    
    163
    
    
    
    29
    
    
    
    12Net periodic benefit expense
    
    $
    13,438
    
    
    $
    10,907
    
    
    $
    567
    
    
    $
    851
    
    
    $
    1,542
    
    
    $
    1,530
  (10) Earnings per Share
  12




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##### Table of Contents



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (11) Repurchase of Common Stock
   (12) Subsequent Events
  13




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




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Results of Operations
  Three Months Ended
    
    
    Nine Months EndedOctober 31,
    
    
    November 1,
    
    
    October 31,
    
    
    November 1,2009
    
    
    2008
    
    
    2009
    
    
    2008SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold (including occupancy, distribution and buying expenses)
    
    
    68.2
    
    
    
    71.8
    
    
    
    69.0
    
    
    
    69.7Selling, general and administrative expenses
    
    
    29.6
    
    
    
    31.8
    
    
    
    28.6
    
    
    
    29.6Gain on sale of property and equipment
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.1
    
    
    
    0.2Asset impairment and exit costs
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Pension curtailment charge
    
    
    0.4
    
    
    
    
    
    
    
    0.1
    
    
    
    Operating income (loss)
    
    
    1.9
    
    
    
    (3.4
    )
    
    
    2.4
    
    
    
    0.8Interest expense, net
    
    
    1.8
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.6Gain (loss) on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Income (loss) before income taxes
    
    
    0.1
    
    
    
    (5.0
    )
    
    
    0.7
    
    
    
    (0.8
    )Income tax expense (benefit)
    
    
    0.1
    
    
    
    (1.9
    )
    
    
    0.2
    
    
    
    (0.3
    )Net income (loss)
    
    
    0.1
    
    
    
    (3.2
    )
    
    
    0.5
    
    
    
    (0.4
    )Comparable store net revenue decrease
    
    
    (2.1
    )
    
    
    (9.8
    )
    
    
    (6.5
    )
    
    
    (7.5
    )
 Revenues
  Three Months Ended
    
    Nine Months EndedOctober 31,
    
    November 1,
    
    October 31,
    
    November 1Merchandise Areas
    
    2009
    
    2008
    
    2009
    
    2008Womens
    
    
    37
    %
    
    
    38
    %
    
    
    39
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    33
    
    
    
    31
    
    
    
    32
    
    
    
    31Mens
    
    
    15
    
    
    
    15
    
    
    
    15
    
    
    
    15Home
    
    
    8
    
    
    
    9
    
    
    
    8
    
    
    
    8Childrens
    
    
    7
    
    
    
    7
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Comparison of the Three and Nine Months Ended October 31, 2009 and November 1, 2008
 Revenues.
 15




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##### Table of Contents



Cost of goods sold.
  Selling, general and administrative expenses
  Asset impairment and exit costs.
  Pension curtailment charge.
 Gain on investments.
 Income tax expense.
 16




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##### Table of Contents



Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
      17




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##### Table of Contents



Contractual Obligations and Commercial Commitments
  Off-Balance Sheet Arrangements
  Recently Issued Accounting Standards
  18




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
  19




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20




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##### 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
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 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).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).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.
 21




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##### Table of Contents



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.
 22




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##### Table of Contents



SIGNATURES
  BELK, INC.Dated:  December 7, 2009
    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) 23