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
August 2, 2008ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from
__________________ to __________________
 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
  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 Six Months Ended
August 2, 2008 and August 4, 2007
    
    
    4Condensed Consolidated Balance Sheets as of August 2, 2008 and February 2, 2008
    
    
    5Condensed Consolidated Statement of Changes in Stockholders Equity and
Comprehensive Income for the Six Months Ended August 2, 2008
    
    
    6Condensed Consolidated Statements of Cash Flows for the Six Months Ended
August 2, 2008 and August 4, 2007
    
    
    7Notes to Unaudited Condensed 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
    
    
    17Item 4.      Controls and Procedures
    
    
    17PART 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, 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 realize the planned efficiencies from our acquisitions and effectively
integrate and operate the acquired stores and businesses, including our fiscal year 2006
acquisition of Proffitts and McRaes stores, our fiscal year 2007 acquisition of Parisian
stores and our fiscal year 2007 acquisition of the assets of Migerobe and commencement of our
new fine jewelry business;
 
    
    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 the development and launch of an
updated and redesigned belk.com website, including our ability to meet the systems challenges
of expanding and redesigning the website and our ability to efficiently operate a new
eCommerce fulfillment facility; and
 
    
    Our ability to comply with debt covenants which could adversely affect our capital
resources, financial condition and liquidity.




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##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except share and per share amounts)
 Three Months Ended
    
    
    Six Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    829,301
    
    
    $
    879,604
    
    
    $
    1,646,613
    
    
    $
    1,784,089Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    573,646
    
    
    
    617,828
    
    
    
    1,131,894
    
    
    
    1,230,417Selling, general and administrative expenses
    
    
    231,889
    
    
    
    236,510
    
    
    
    471,127
    
    
    
    490,790Gain on sale of property and equipment
    
    
    997
    
    
    
    763
    
    
    
    1,967
    
    
    
    1,485Asset impairment and exit costs
    
    
    1,352
    
    
    
    114
    
    
    
    1,911
    
    
    
    8,731Operating income
    
    
    23,411
    
    
    
    25,915
    
    
    
    43,648
    
    
    
    55,636Interest expense, net
    
    
    (13,177
    )
    
    
    (14,259
    )
    
    
    (26,448
    )
    
    
    (28,880
    )Gain (loss) on investments
    
    
    1,023
    
    
    
    (61
    )
    
    
    1,886
    
    
    
    (61
    )Income before income taxes
    
    
    11,257
    
    
    
    11,595
    
    
    
    19,086
    
    
    
    26,695Income tax expense
    
    
    3,050
    
    
    
    4,100
    
    
    
    5,750
    
    
    
    9,700Net income
    
    $
    8,207
    
    
    $
    7,495
    
    
    $
    13,336
    
    
    $
    16,995Basic and diluted net income per share
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.27
    
    
    $
    0.34Weighted average shares outstanding:Basic
    
    
    48,922,400
    
    
    
    49,616,895
    
    
    
    49,268,125
    
    
    
    49,930,223Diluted
    
    
    48,922,400
    
    
    
    49,711,982
    
    
    
    49,268,125
    
    
    
    49,977,767
  4




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##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)
 August 2,
    
    
    February 2,2008
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    208,166
    
    
    $
    186,973Short-term investments
    
    
    10,250
    
    
    
    Accounts receivable, net
    
    
    62,439
    
    
    
    65,987Merchandise inventory
    
    
    847,941
    
    
    
    932,777Property held for sale
    
    
    3,296
    
    
    
    11,036Prepaid income taxes, expenses and other current assets
    
    
    32,870
    
    
    
    21,594Total current assets
    
    
    1,164,962
    
    
    
    1,218,367Investment securities
    
    
    2,882
    
    
    
    4,299Property and equipment, net of accumulated depreciation and amortization
of $1,107,826 and $1,027,397 as of August 2, 2008 and February 2, 2008, respectively
    
    
    1,226,955
    
    
    
    1,248,030Goodwill
    
    
    326,875
    
    
    
    326,930Deferred income taxes
    
    
    6,358
    
    
    
    5,196Other assets
    
    
    51,727
    
    
    
    48,493Total assets
    
    $
    2,779,759
    
    
    $
    2,851,315Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    238,363
    
    
    $
    274,092Accrued liabilities
    
    
    148,291
    
    
    
    135,974Accrued income taxes
    
    
    
    
    
    
    25,980Deferred income taxes
    
    
    29,329
    
    
    
    27,293Current installments of long-term debt and capital lease obligations
    
    
    4,618
    
    
    
    4,481Total current liabilities
    
    
    420,601
    
    
    
    467,820Long-term debt and capital lease obligations, excluding current installments
    
    
    715,826
    
    
    
    717,660Interest rate swap liability
    
    
    4,065
    
    
    
    8,282Deferred compensation and other noncurrent liabilities
    
    
    272,624
    
    
    
    268,827Total liabilities
    
    
    1,413,116
    
    
    
    1,462,589Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 400 million shares authorized and 48.8 and 49.6 million shares issued
and outstanding as of August 2, 2008 and February 2, 2008, respectively
    
    
    488
    
    
    
    496Paid-in capital
    
    
    459,484
    
    
    
    479,020Retained earnings
    
    
    970,697
    
    
    
    977,206Accumulated other comprehensive loss
    
    
    (64,026
    )
    
    
    (67,996
    )Total stockholders equity
    
    
    1,366,643
    
    
    
    1,388,726Total liabilities and stockholders equity
    
    $
    2,779,759
    
    
    $
    2,851,315
  5




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##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(unaudited)
(in thousands)
 AccumulatedCommon
    
    
    Common
    
    
    
    
    
    
    
    
    
    
    OtherStock
    
    
    Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at February 2, 2008
    
    
    49,569
    
    
    $
    496
    
    
    $
    479,020
    
    
    $
    977,206
    
    
    $
    (67,996
    )
    
    $
    1,388,726Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,336
    
    
    
    
    
    
    
    13,336Unrealized loss on investments,
net of $528 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (890
    )
    
    
    (890
    )Unrealized gain on interest rate swaps,
net of $868 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,463
    
    
    
    1,463Amortization of defined benefit
obligations,
net of $2,016 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,397
    
    
    
    3,397Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,306Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,845
    )
    
    
    
    
    
    
    (19,845
    )Issuance of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (444
    )
    
    
    
    
    
    
    
    
    
    
    (444
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    2,940
    
    
    
    
    
    
    
    
    
    
    
    2,940Common stock issued
    
    
    57
    
    
    
    1
    
    
    
    307
    
    
    
    
    
    
    
    
    
    
    
    308Repurchase and retirement of common stock
    
    
    (873
    )
    
    
    (9
    )
    
    
    (22,339
    )
    
    
    
    
    
    
    
    
    
    
    (22,348
    )Balance at August 2, 2008
    
    
    48,753
    
    
    $
    488
    
    
    $
    459,484
    
    
    $
    970,697
    
    
    $
    (64,026
    )
    
    $
    1,366,643
  6




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##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
 Six Months EndedAugust 2,
    
    
    August 4,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    13,336
    
    
    $
    16,995Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and exit costs
    
    
    1,911
    
    
    
    8,731Deferred income tax (benefit) expense
    
    
    (1,194
    )
    
    
    2,912Depreciation and amortization expense
    
    
    82,484
    
    
    
    80,936Stock-based compensation expense
    
    
    2,940
    
    
    
    4,781Gain on sale of property and equipment
    
    
    (652
    )
    
    
    (437
    )Amortization of deferred gain on sale and leaseback
    
    
    (1,315
    )
    
    
    (1,048
    )(Gain) loss on investments
    
    
    (1,886
    )
    
    
    61(Increase) decrease in:Accounts receivable, net
    
    
    3,298
    
    
    
    348Merchandise inventory
    
    
    84,836
    
    
    
    17,699Prepaid expenses and other assets
    
    
    (17,304
    )
    
    
    (11,909
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    (18,773
    )
    
    
    (53,802
    )Accrued income taxes
    
    
    (25,980
    )
    
    
    (20,612
    )Deferred compensation and other liabilities
    
    
    12,005
    
    
    
    9,846Net cash provided by operating activities
    
    
    133,706
    
    
    
    54,501Cash flows from investing activities:Purchases of short-term investments
    
    
    (17,750
    )
    
    
    (286,565
    )Sales of short-term investments
    
    
    7,500
    
    
    
    209,715Purchases of property and equipment
    
    
    (71,851
    )
    
    
    (102,835
    )Proceeds from sales of property and equipment
    
    
    14,554
    
    
    
    45,444Net cash used by investing activities
    
    
    (67,547
    )
    
    
    (134,241
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    355Principal payments on long-term debt and capital lease obligations
    
    
    (2,329
    )
    
    
    (2,156
    )Cash paid for withholding taxes in lieu of stock-based compensation shares
    
    
    (598
    )
    
    
    (3,678
    )Stock compensation tax benefit
    
    
    154
    
    
    
    2,382Dividends paid
    
    
    (19,845
    )
    
    
    (20,097
    )Repurchase and retirement of common stock
    
    
    (22,348
    )
    
    
    (24,226
    )Net cash used by financing activities
    
    
    (44,966
    )
    
    
    (47,420
    )Net increase (decrease) in cash and cash equivalents
    
    
    21,193
    
    
    
    (127,160
    )Cash and cash equivalents at beginning of period
    
    
    186,973
    
    
    
    171,239Cash and cash equivalents at end of period
    
    $
    208,166
    
    
    $
    44,079Supplemental schedule of noncash investing and financing activities:Increase (decrease) in property and equipment through accrued purchases
    
    $
    (5,687
    )
    
    $
    24,431Decrease in property and equipment through adjustment of Parisian goodwill
    
    
    
    
    
    
    8,704Decrease in property and equipment through adjustment of Parisian capital lease
obligation
    
    
    
    
    
    
    4,315
  7




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2) Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(dollars in thousands)
    
    
    (dollars in thousands)Net income
    
    $
    8,207
    
    
    $
    7,495
    
    
    $
    13,336
    
    
    $
    16,995Other comprehensive income (loss):Unrealized loss on investments, net of $288 and $528 income taxes for
the three and six months ended August 2, 2008, respectively and $187 and
$210 income taxes for the three and six months ended August 4, 2007,
respectively.
    
    
    (485
    )
    
    
    (316
    )
    
    
    (890
    )
    
    
    (353
    )Net change in fair value of interest rate swaps, net of $340 and $868 income taxes
for the three and six months ended August 2, 2008, respectively and $290
and $30 income taxes for the three and six months ended August 4, 2007,
respectively.
    
    
    574
    
    
    
    487
    
    
    
    1,463
    
    
    
    (51
    )Interest rate swap losses reclassified into interest expense from other
comprehensive income, net of $20 and $41 income taxes for the three and
six months ended August 4, 2007, respectively.
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    69Reclassification adjustment for interest rate swap dedesignation gain included in
gain (loss) on investments, net of $7 income taxes for the three and six
months ended August 4, 2007, respectively.
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    (51
    )Amortization of defined benefit obligations, net of $1,008 and $2,016 income taxes
for the three and six months ended August 2, 2008, respectively and $1,200
and $2,389 income taxes for the three and six months ended August 4, 2007
respectively.
    
    
    1,698
    
    
    
    2,020
    
    
    
    3,397
    
    
    
    4,023Other comprehensive income
    
    
    1,787
    
    
    
    2,174
    
    
    
    3,970
    
    
    
    3,637Total comprehensive income
    
    $
    9,994
    
    
    $
    9,669
    
    
    $
    17,306
    
    
    $
    20,632
 8




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (3) Accumulated Other Comprehensive Loss
  August 2,
    
    
    February 2,2008
    
    
    2008(dollars in thousands)Unrealized gains on investments, net of $156 and $684
income taxes as of August
2, 2008 and February 2,
2008, respectively.
    
    $
    263
    
    
    $
    1,153Unrealized loss on interest rate swaps, net of $1,373
and $2,241 income taxes as
of August 2, 2008 and
February 2, 2008,
respectively.
    
    
    (2,312
    )
    
    
    (3,775
    )Defined benefit obligations, net of $36,791 and $38,807
income taxes as of August
2, 2008 and February 2,
2008, respectively.
    
    
    (61,977
    )
    
    
    (65,374
    )Accumulated other comprehensive loss
    
    $
    (64,026
    )
    
    $
    (67,996
    )
 (4) 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
    
    
    Unobservable(dollars in thousands)
    
    August 2,
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investment securities
    
    $
    2,882
    
    
    $
    2,882
    
    
    $
    
    
    
    $
    Total assets measured at fair value
    
    $
    2,882
    
    
    $
    2,882
    
    
    $
    
    
    
    $
    Interest rate swap liability
    
    $
    4,065
    
    
    $
    
    
    
    $
    4,065
    
    
    $
    Total liabilities measured at fair
value
    
    $
    4,065
    
    
    $
    
    
    
    $
    4,065
    
    
    $
    
  (5) Asset Impairment and Exit Costs
   (6) Sale of Properties
    10




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (7) Property Held for Sale
  (8) Income Taxes
  (9) Pension and Postretirement Benefits
   Three Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007(dollars in thousands)Service cost
    
    $
    859
    
    
    $
    877
    
    
    $
    47
    
    
    $
    46
    
    
    $
    33
    
    
    $
    42Interest cost
    
    
    6,149
    
    
    
    5,783
    
    
    
    182
    
    
    
    177
    
    
    
    407
    
    
    
    418Expected return on plan assets
    
    
    (5,896
    )
    
    
    (5,798
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    124
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    2,459
    
    
    
    2,927
    
    
    
    54
    
    
    
    49
    
    
    
    4
    
    
    
    41Net periodic benefit expense
    
    $
    3,695
    
    
    $
    3,913
    
    
    $
    283
    
    
    $
    272
    
    
    $
    509
    
    
    $
    566Six Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    1,718
    
    
    $
    1,754
    
    
    $
    94
    
    
    $
    92
    
    
    $
    66
    
    
    $
    84Interest cost
    
    
    12,298
    
    
    
    11,566
    
    
    
    364
    
    
    
    354
    
    
    
    814
    
    
    
    836Expected return on plan assets
    
    
    (11,792
    )
    
    
    (11,596
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    130Amortization of prior service cost
    
    
    247
    
    
    
    248
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    4,918
    
    
    
    5,854
    
    
    
    109
    
    
    
    98
    
    
    
    8
    
    
    
    82Net periodic benefit expense
    
    $
    7,389
    
    
    $
    7,826
    
    
    $
    567
    
    
    $
    544
    
    
    $
    1,019
    
    
    $
    1,132
  (10) Earnings per Share
  11




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Three Months Ended
    
    
    Six Months EndedAugust 4,
    
    
    August 4,2007
    
    
    2007Basic Shares
    
    
    49,616,895
    
    
    
    49,930,223Dilutive contingently-issuable non-vested share awards
    
    
    95,087
    
    
    
    47,544Diluted Shares
    
    
    49,711,982
    
    
    
    49,977,767
 (11) Stock-Based Compensation
  (12) Repurchase of Common Stock
  12




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
          13




---



##### 



Results of Operations
  Three Months Ended
    
    
    Six Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,2008
    
    
    2007
    
    
    2008
    
    
    2007SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100
    %
    
    
    100
    %Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    69.2
    
    
    
    70.2
    
    
    
    68.7
    
    
    
    69.0Selling, general and administrative expenses
    
    
    28.0
    
    
    
    26.9
    
    
    
    28.6
    
    
    
    27.5Gain on sale of property and equipment
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Asset impairment and exit costs
    
    
    0.2
    
    
    
    
    
    
    
    0.1
    
    
    
    0.5Operating income
    
    
    2.8
    
    
    
    2.9
    
    
    
    2.7
    
    
    
    3.1Interest expense, net
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.6
    
    
    
    1.6Gain (loss) on investments
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    Income before income taxes
    
    
    1.4
    
    
    
    1.3
    
    
    
    1.2
    
    
    
    1.5Income tax expense
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    0.5Net income
    
    
    1.0
    
    
    
    0.9
    
    
    
    0.8
    
    
    
    1.0Comparable store revenue increase (decrease)
    
    
    (4.0
    )
    
    
    2.2
    
    
    
    (6.4
    )
    
    
    2.5
 Revenues
  Three Months Ended
    
    
    Six Months EndedAugust 2,
    
    
    August 4,
    
    
    August 2,
    
    
    August 4,Merchandise Areas
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Womens
    
    
    41
    %
    
    
    40
    %
    
    
    40
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    28
    
    
    
    28
    
    
    
    31
    
    
    
    29Mens
    
    
    16
    
    
    
    17
    
    
    
    15
    
    
    
    16Home
    
    
    9
    
    
    
    9
    
    
    
    8
    
    
    
    9Childrens
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Comparison of the Three and Six Months Ended August 2, 2008 and August 4, 2007
 Revenues.
  14




---



##### 



Cost of goods sold.
 Selling, general and administrative expenses
 
    
    Depreciation expense increased as a percentage of revenues by 0.52% primarily due to new
store openings and expansions in the past year combined with the decline in revenue.
    
    One-time acquisition-related expenses decreased as a percentage of revenues by 0.28% due
to the Parisian Acquisition integration being substantially completed in fiscal year 2008.
    
    Other non-selling related expenses increased as a percentage of revenues by 0.75%
primarily due to the 5.7% decline in revenue.
  Asset impairment and exit costs.
  Gain (loss) on investments.
 Income tax expense.
 Seasonality and Quarterly Fluctuations
  15




---



##### 



Liquidity and Capital Resources
        16




---



##### 



Contractual Obligations and Commercial Commitments
  Off-Balance Sheet Arrangements
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
   17




---



##### 



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 BeTotal Number of
    
    Average Price Paid
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    per Share
    
    Plans or Programs
    
    Plans or ProgramsMay 4  May 31, 2008
    
    
    872,958
    (1)
    
    $
    25.60
    
    
    
    872,958
    
    
    
    June 1  July 5, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 6  August 2, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    872,958
    
    
    $
    25.60
    
    
    
    872,958
    
    
    
    
 (1)
 Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Election of Directors
  Term Expiring 2011
    
    Votes For
    
    Votes WithheldThomas M. Belk, Jr.
    
    463,591,479
    
    860,130J. Kirk Glenn, Jr.
    
    463,591,479
    
    860,130John L. Townsend, III
    
    463,591,479
    
    860,130
 18




---



##### 



Compensation Plan Proposal
  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 2002.32.2
    
    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.
 19




---



##### 



SIGNATURES
  BELK, INC.Dated: September 11, 2008
    
    By:
    
    /s/ Ralph A. PittsRalph A. Pitts
Executive Vice President, General Counsel and
Corporate Secretary
(Authorized Officer of the Registrant)By:
    
    /s/ Brian T. MarleyBrian T. Marley
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 20