##### 



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 29, 2006
 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.
 (Exact Name of Registrant as Specified In Its Charter)
 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
  o þ o
 o þ




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##### 



BELK, INC.
Index to Form 10-Q
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (unaudited)Condensed Consolidated Statements of Income for the Three and Six Months Ended July 29, 2006 and July 30, 2005
    
    
    4Consolidated Balance Sheets as of July 29, 2006 and January 28, 2006
    
    
    5Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income for the Six Months Ended July 29, 2006
    
    
    6Consolidated Statements of Cash Flows for the Six Months Ended July 29, 2006 and July 30, 2005
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19




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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 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 Money Bank, an affiliate of GE Consumer
Finance, 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;
    
    The successful consummation of our agreement to acquire the Parisian department store business;
    
    Our ability to realize the planned efficiencies from our acquisitions and effectively integrate and operate these
stores, including our fiscal year 2006 acquisition of Proffitts and McRaes stores and our agreement to acquire the
Parisian department store business;
    
    Our ability to manage and integrate our in-house fine jewelry business, including our ability to integrate the
acquisition of the Migerobe business and our plan to take over the fine jewelry business in our stores currently
conducted by Finlay Fine Jewelry;
    
    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; and
    
    The efficient and effective operation of our distribution network and information systems to manage sales,
distribution, merchandise planning and allocation functions.




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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 29,
    
    
    July 30,
    
    
    July 29,
    
    
    July 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues
    
    $
    731,972
    
    
    $
    602,718
    
    
    $
    1,484,497
    
    
    $
    1,170,848Cost of goods sold (including occupancy
and buying expenses)
    
    
    487,562
    
    
    
    407,024
    
    
    
    992,392
    
    
    
    783,435Selling, general and administrative
expenses
    
    
    192,385
    
    
    
    156,745
    
    
    
    400,280
    
    
    
    303,275Asset impairment and store closing costs
    
    
    (116
    )
    
    
    2,009
    
    
    
    1,651
    
    
    
    1,681Operating income
    
    
    52,141
    
    
    
    36,940
    
    
    
    90,174
    
    
    
    82,457Interest expense, net
    
    
    (11,350
    )
    
    
    (9,723
    )
    
    
    (21,239
    )
    
    
    (17,519
    )Gain (loss) on property, equipment and
investments
    
    
    417
    
    
    
    (130
    )
    
    
    2,544
    
    
    
    74Income before income taxes
    
    
    41,208
    
    
    
    27,087
    
    
    
    71,479
    
    
    
    65,012Income taxes
    
    
    14,900
    
    
    
    9,910
    
    
    
    25,700
    
    
    
    23,500Net Income
    
    $
    26,308
    
    
    $
    17,177
    
    
    $
    45,779
    
    
    $
    41,512Basic and diluted net income per share
    
    $
    0.52
    
    
    $
    0.33
    
    
    $
    0.90
    
    
    $
    0.80Weighted average shares outstanding
    
    
    50,359,923
    
    
    
    51,657,455
    
    
    
    51,118,879
    
    
    
    51,613,187
  4




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##### 



BELK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
 July 29,
    
    
    January 28,2006
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    220,478
    
    
    $
    322,266Accounts receivable, net
    
    
    45,999
    
    
    
    43,867Merchandise inventory
    
    
    718,157
    
    
    
    703,609Prepaid income taxes, expenses and other current assets
    
    
    27,796
    
    
    
    34,122Total current assets
    
    
    1,012,430
    
    
    
    1,103,864Investment securities
    
    
    6,071
    
    
    
    6,196Property and equipment, net
    
    
    1,093,865
    
    
    
    1,038,250Goodwill
    
    
    248,467
    
    
    
    246,113Other assets
    
    
    47,781
    
    
    
    46,493Total assets
    
    $
    2,408,614
    
    
    $
    2,440,916Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    244,759
    
    
    $
    249,553Accrued liabilities
    
    
    141,146
    
    
    
    117,345Accrued income taxes
    
    
    
    
    
    
    36,092Deferred income taxes
    
    
    29,923
    
    
    
    24,496Current installments of long-term debt and capital lease obligations
    
    
    3,140
    
    
    
    16,807Total current liabilities
    
    
    418,968
    
    
    
    444,293Deferred income taxes
    
    
    9,397
    
    
    
    10,076Long-term debt and capital lease obligations, excluding current installments
    
    
    572,566
    
    
    
    574,094Interest rate swap liability
    
    
    1,793
    
    
    
    4,641Deferred compensation and other noncurrent liabilities
    
    
    213,533
    
    
    
    212,985Total liabilities
    
    
    1,216,257
    
    
    
    1,246,089Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 50.0 and 51.7 million shares issued and outstanding
as of July 29, 2006 and January 28, 2006, respectively
    
    
    500
    
    
    
    517Paid-in capital
    
    
    501,948
    
    
    
    537,676Retained earnings
    
    
    765,307
    
    
    
    737,730Accumulated other comprehensive loss
    
    
    (75,398
    )
    
    
    (81,096
    )Total stockholders equity
    
    
    1,192,357
    
    
    
    1,194,827Total liabilities and stockholders equity
    
    $
    2,408,614
    
    
    $
    2,440,916
  5




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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 28, 2006
    
    $
    517
    
    
    $
    537,676
    
    
    $
    737,730
    
    
    $
    (81,096
    )
    
    $
    1,194,827Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    45,779
    
    
    
    
    
    
    
    45,779Unrealized gain on
investments,
net of $130 income
tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219
    
    
    
    219Unrealized gain on
interest rate swaps,
net of $790 income
tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331
    
    
    
    1,331Amortization of pension
asset adjustment,
net of $2,462
income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,148
    
    
    
    4,148Total
comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,477Cash dividends
    
    
    
    
    
    
    
    
    
    
    (18,202
    )
    
    
    
    
    
    
    (18,202
    )Stock compensation
granted, net
    
    
    
    
    
    
    558
    
    
    
    
    
    
    
    
    
    
    
    558Common stock issued
    
    
    3
    
    
    
    2,791
    
    
    
    
    
    
    
    
    
    
    
    2,794Repurchase and retirement
of common stock
    
    
    (20
    )
    
    
    (39,077
    )
    
    
    
    
    
    
    
    
    
    
    (39,097
    )Balance at July 29, 2006
    
    $
    500
    
    
    $
    501,948
    
    
    $
    765,307
    
    
    $
    (75,398
    )
    
    $
    1,192,357
  6




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##### 



BELK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
 Six Months EndedJuly 29,
    
    
    July 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    45,779
    
    
    $
    41,512Adjustments to reconcile net income to net cash provided
by operating activities:Asset impairment and store closing costs
    
    
    1,651
    
    
    
    1,681Deferred income taxes
    
    
    1,511
    
    
    
    9,952Depreciation and amortization
    
    
    64,834
    
    
    
    50,311Gain on sale of property, equipment and investments
    
    
    (1,496
    )
    
    
    (74
    )Amortization of deferred gain
    
    
    (1,048
    )
    
    
    (Increase) decrease in:Accounts receivable, net
    
    
    (2,132
    )
    
    
    29,962Merchandise inventory
    
    
    (14,548
    )
    
    
    (28,596
    )Prepaid expenses and other assets
    
    
    1,891
    
    
    
    (18,777
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    9,478
    
    
    
    58,042Accrued income taxes
    
    
    (36,092
    )
    
    
    (34,655
    )Deferred compensation and other liabilities
    
    
    7,304
    
    
    
    5,333Net cash provided by operating activities
    
    
    77,132
    
    
    
    114,691Cash flows from investing activities:Acquisition of Proffitts/McRaes, net of cash acquired
    
    
    
    
    
    
    (622,776
    )Proceeds from sales of investments
    
    
    2,225
    
    
    
    Purchases of property and equipment
    
    
    (113,169
    )
    
    
    (91,491
    )Proceeds from sales of property and equipment
    
    
    3,416
    
    
    
    Net cash used by investing activities
    
    
    (107,528
    )
    
    
    (714,267
    )Cash flows from financing activities:Principal (payments on) issuance of notes payable and
capital lease obligations
    
    
    (15,195
    )
    
    
    682,735Stock compensation tax benefit
    
    
    1,102
    
    
    
    550Net payments on lines of credit
    
    
    
    
    
    
    (223,888
    )Dividends paid
    
    
    (18,202
    )
    
    
    (16,272
    )Repurchase of common stock
    
    
    (39,097
    )
    
    
    Net cash (used) provided by financing activities
    
    
    (71,392
    )
    
    
    443,125Net decrease in cash and cash equivalents
    
    
    (101,788
    )
    
    
    (156,451
    )Cash and cash equivalents at beginning of period
    
    
    322,266
    
    
    
    227,053Cash and cash equivalents at end of period
    
    $
    220,478
    
    
    $
    70,602Supplemental schedule of noncash investing and financing
activities:Increase in property and equipment through accrued
purchases
    
    $
    28,124
    
    
    $
    26,663Increase in property and equipment through assumption
of capital leases
    
    
    
    
    
    
    2,111
  7




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2) Implementation of New Accounting Standards
    8




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3) Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedJuly 29,
    
    
    July 30,
    
    
    July 29,
    
    
    July 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(dollars in thousands)Net income
    
    $
    26,308
    
    
    $
    17,177
    
    
    $
    45,779
    
    
    $
    41,512Other comprehensive income (loss):Net change in fair value of interest rate swaps, net of $180
and $749 income tax expense for the three months and six
months ended July 29, 2006, respectively and $1,164 and
$2,641 income tax expense for the three and six months ended
July 30, 2005, respectively
    
    
    303
    
    
    
    1,983
    
    
    
    1,262
    
    
    
    4,496Interest rate swap losses reclassified into interest expense from
other comprehensive income, net of $20 and $41 income tax
expense for the three and six months ended July 29, 2006 and
$45 and $90 income tax expense for the three and six months
ended July 30, 2005, respectively.
    
    
    34
    
    
    
    76
    
    
    
    69
    
    
    
    152Unrealized gain (loss) on investments, net of $87 income tax
benefit and $130 income tax expense for the three and six
months ended July 29, 2006, respectively and $44 income tax
expense and $9 income tax benefit for the three and six months
ended July 30, 2005, respectively
    
    
    (146
    )
    
    
    75
    
    
    
    219
    
    
    
    (15
    )Amortization of pension asset adjustment, net of $1,231 and
$2,462 income tax expense for the three and six months ended
July 29, 2006, respectively and $1,132 and $2,264 income tax
expense for the three and six months ended July 30, 2005,
respectively.
    
    
    2,074
    
    
    
    1,928
    
    
    
    4,148
    
    
    
    3,856Other comprehensive income
    
    
    2,265
    
    
    
    4,062
    
    
    
    5,698
    
    
    
    8,489Total comprehensive income
    
    $
    28,573
    
    
    $
    21,239
    
    
    $
    51,477
    
    
    $
    50,001
 (4) Accumulated Other Comprehensive Loss
  July 29,
    
    
    January 28,2006
    
    
    2006(dollars in thousands)Unrealized loss on interest rate swaps, net of $201
and $991 income tax benefit as of July 29, 2006 and
January 28, 2006, respectively
    
    $
    (299
    )
    
    $
    (1,630
    )Unrealized gains on investments, net of $1,117 and $987
income tax expense as of July 29, 2006 and January 28,
2006, respectively
    
    
    1,924
    
    
    
    1,705Pension asset adjustment, net of $45,404 and $47,866
income tax benefit as of July 29, 2006 and January 28,
2006, respectively
    
    
    (77,023
    )
    
    
    (81,171
    )Accumulated other comprehensive loss
    
    $
    (75,398
    )
    
    $
    (81,096
    )
 9




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (5) Proffitts and McRaes Acquisition
   dollars in thousandsInventory
    
    $
    142,057Other current assets
    
    
    2,817Property, plant and equipment
    
    
    282,511Goodwill
    
    
    248,467Intangible assets
    
    
    750Net deferred tax asset
    
    
    8,754Other assets
    
    
    5,691Total assets acquired
    
    
    691,047Current liabilities
    
    
    57,505Long-term liabilities
    
    
    11,276Total liabilities assumed
    
    
    68,781Net Assets Acquired
    
    $
    622,266
   Three Months Ended
    
    Six Months EndedJuly 30,
    
    July 30,2005
    
    2005(dollars in thousands, except per share amounts)Net sales
    
    $
    703,420
    
    
    $
    1,434,105Net income
    
    
    9,282
    
    
    
    28,358Earnings per share, basic and diluted
    
    
    0.18
    
    
    
    0.55
  10




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (6) Pension and Postretirement Benefits
   Three Months EndedPension Plan
    
    
    Postretirement PlanJuly 29,
    
    
    July 30,
    
    
    July 29,
    
    
    July 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(dollars in thousands)Service cost
    
    $
    896
    
    
    $
    1,269
    
    
    $
    40
    
    
    $
    39Interest cost
    
    
    5,386
    
    
    
    5,356
    
    
    
    400
    
    
    
    376Expected return on plan assets
    
    
    (5,981
    )
    
    
    (6,299
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    144
    
    
    
    340
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    3,004
    
    
    
    2,735
    
    
    
    (18
    )
    
    
    (106
    )Net periodic benefit expense
    
    $
    3,449
    
    
    $
    3,401
    
    
    $
    487
    
    
    $
    374
 Six Months EndedPension Plan
    
    
    Postretirement PlanJuly 29,
    
    
    July 30,
    
    
    July 29,
    
    
    July 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(dollars in thousands)Service cost
    
    $
    1,792
    
    
    $
    2,538
    
    
    $
    80
    
    
    $
    78Interest cost
    
    
    10,772
    
    
    
    10,712
    
    
    
    800
    
    
    
    752Expected return on plan assets
    
    
    (11,962
    )
    
    
    (12,598
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    130Amortization of prior service cost
    
    
    288
    
    
    
    680
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    6,008
    
    
    
    5,470
    
    
    
    (36
    )
    
    
    (212
    )Net periodic benefit expense
    
    $
    6,898
    
    
    $
    6,802
    
    
    $
    974
    
    
    $
    748
  (7) Repurchase of Common Stock
  11




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8) Subsequent Events
 Migerobe, Inc. Acquisition
  Parisian Acquisition
  Hurricane Katrina Recoveries
  12




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
        Migerobe, Inc. Acquisition
  Parisian Acquisition
  13




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##### 



Hurricane Katrina Recoveries
  Results of Operations
  Three Months Ended
    
    Six Months EndedJuly 29,
    
    July 30,
    
    July 29,
    
    July 30,2006
    
    2005
    
    2006
    
    2005SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    66.6
    
    
    
    67.5
    
    
    
    66.9
    
    
    
    66.9Selling, general and administrative expenses
    
    
    26.3
    
    
    
    26.0
    
    
    
    27.0
    
    
    
    25.9Asset impairment and store closing costs
    
    
    
    
    
    
    0.3
    
    
    
    0.1
    
    
    
    0.1Operating income
    
    
    7.1
    
    
    
    6.1
    
    
    
    6.1
    
    
    
    7.0Interest expense, net
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.4
    
    
    
    1.5Income taxes
    
    
    2.0
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    2.0Net income
    
    
    3.6
    
    
    
    2.8
    
    
    
    3.1
    
    
    
    3.5Comparable store net revenue increase
    
    
    4.0
    
    
    
    2.4
    
    
    
    3.7
    
    
    
    1.4
 Comparison of the Three and Six Months Ended July 29, 2006 and July 30, 2005
 Revenues
  Cost of goods sold.
 Selling, general and administrative expenses.
  14




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##### 



Asset impairment and store closing costs.
 Interest Expense, net.
 Gain on sale of property, equipment and investments.
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
     15




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Contractual Obligations and Commercial Commitments
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
   16




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17




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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 SharesAverage Price
    
    
    as Part of
    
    
    that May Yet BeTotal Number of
    
    
    Paid
    
    
    Publicly Announced
    
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    
    per Share
    
    
    Plans or Programs
    
    
    Plans or ProgramsApril 30 - May 27, 2006
    
    
    2,057,757
    (1)
    
    $
    19.00
    
    
    
    2,057,757
    
    
    
    May 28 - July 1, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 2 - July 29, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,057,757
    
    
    $
    19.00
    
    
    
    
    
    
    
    
 
 (1)
    
    On March 29, 2006, the Board of Directors approved the repurchase of up to 2,600,000 shares of
the Companys Class A and/or Class B common stock at a price of $19.00 per share. The Company
repurchased 1,468,733 Class A shares and 589,024 Class B shares pursuant to the self-tender offer
which commenced on April 17, 2006 and was completed on May 18, 2006. Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Election of Directors
  18




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Term Expiring 2009
    
    For
    
    
    WithheldH.W. McKay Belk
    
    
    480,955,195
    
    
    
    142,644Thomas C. Nelson
    
    
    480,958,379
    
    
    
    139,460John L. Thompson
    
    
    480,958,379
    
    
    
    139,460
  Compensation Plan Proposals
  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).10.1
    
    Stock Purchase Agreement by and between Saks Incorporated and Belk, Inc., dated as
of August 1, 2006.31.1
    
    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 7, 2006
    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 20