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 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from
 to
 Commission file number 000-26207
 BELK, INC.
  Delaware
    
    56-2058574(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 2801 West Tyvola Road, Charlotte, NC
    
    28217-4500(Address of Principal Executive Offices)
    
    (Zip Code)
 (704) 357-1000
 
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




---



##### 



BELK, INC.
Index to Form 10-Q
  PageNumberPART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the Three and Nine Months Ended October 30, 2010
and October 31, 2009
    
    
    4Condensed Consolidated Balance Sheets as of October 30, 2010 and January 30, 2010
    
    
    5Condensed Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income
for the Nine Months Ended October 30, 2010
    
    
    6Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 30, 2010 and
October 31, 2009
    
    
    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
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults upon Senior Securities
    
    
    19Item 4. Reserved
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19
 2




---



##### 



This Report Contains Forward-Looking Statements
     
    
    General economic, political and business conditions, nationally and in our market areas,
including rates of economic growth, interest rates, inflation or deflation, consumer credit
availability, levels of consumer debt and bankruptcies, tax rates and policy, unemployment
trends, potential acts of terrorism and threats of such acts and other matters that influence
consumer confidence and spending;
 
    
    Our ability to comply with debt covenants which could adversely affect our capital
resources, financial condition and liquidity and our ability to re-finance existing debt as
necessary on acceptable terms;
 
    
    Our ability to anticipate the demands of our customers for a wide variety of merchandise
and services, including our predictions about the merchandise mix, quality, style, service,
convenience and credit availability of our customers;
 
    
    Customer response to our re-branding;
 
    
    Unseasonable and extreme weather conditions in our market areas;
 
    
    Seasonal fluctuations in quarterly net income due to the significant portion of our
revenues generated during the holiday season in the fourth fiscal quarter and the significant
amount of inventory we carry during that time;
 
    
    Competition from other department and specialty stores and other retailers, including
luxury goods retailers, general merchandise stores, Internet retailers, mail order retailers
and off-price and discount stores, in the areas of price, merchandise mix, quality, style,
service, convenience, credit availability and advertising;
 
    
    Our ability to effectively use advertising, marketing and promotional campaigns to generate
high customer traffic in our stores;
 
    
    Our ability to find qualified vendors from which to source our merchandise and our ability
to access products in a timely and efficient manner from a wide variety of domestic and
international vendors;
 
    
    The income we receive from, and the timing of receipt of, payments from GE, the operator of
our private label credit card business, which depends upon the amount of purchases made
through the proprietary credit cards, the level of finance charge income generated from the
credit card portfolio, the number of new accounts generated, changes in customers credit card
use, and GEs ability to extend credit to our customers;
 
    
    Our ability to correctly anticipate the appropriate levels of inventories during the year;
 
    
    Our ability to manage our expense structure;
 
    
    Our ability to identify opportunities to open new stores, or to remodel or expand existing
stores, including the availability of existing retail stores or store sites on acceptable
terms and our ability to successfully execute the Companys retailing concept in new markets
and geographic regions;
 
    
    The efficient and effective operation of our distribution network and information systems
to manage sales, distribution, merchandise planning and allocation functions;
 
    
    Our ability to expand our eCommerce business through our updated and redesigned belk.com
website, including our ability to meet the systems challenges of expanding and operating the
website and our ability to efficiently operate our eCommerce fulfillment facility;
 
    
    Our ability to realize the planned efficiencies from our acquisitions and effectively
integrate and operate the acquired stores and businesses; and
 
    
    The effectiveness of third parties in managing our outsourced business processes.
   3




---



##### 



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 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    746,556
    
    
    $
    727,988
    
    
    $
    2,338,165
    
    
    $
    2,249,142Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    515,807
    
    
    
    496,473
    
    
    
    1,584,425
    
    
    
    1,550,933Selling, general and administrative expenses
    
    
    227,115
    
    
    
    215,771
    
    
    
    670,470
    
    
    
    642,178Gain on sale of property and equipment
    
    
    2,687
    
    
    
    639
    
    
    
    4,480
    
    
    
    1,552Asset impairment and exit costs
    
    
    59
    
    
    
    (117
    )
    
    
    1,337
    
    
    
    973Pension curtailment charge
    
    
    
    
    
    
    2,719
    
    
    
    
    
    
    
    2,719Operating income
    
    
    6,262
    
    
    
    13,781
    
    
    
    86,413
    
    
    
    53,891Interest expense, net
    
    
    (12,149
    )
    
    
    (12,931
    )
    
    
    (37,652
    )
    
    
    (38,256
    )Gain on investments
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    14Income (loss) before income taxes
    
    
    (5,887
    )
    
    
    864
    
    
    
    48,761
    
    
    
    15,649Income tax (benefit) expense
    
    
    (1,648
    )
    
    
    418
    
    
    
    16,208
    
    
    
    5,249Net income (loss)
    
    $
    (4,239
    )
    
    $
    446
    
    
    $
    32,553
    
    
    $
    10,400Basic and diluted net income (loss) per share
    
    $
    (0.09
    )
    
    $
    0.01
    
    
    $
    0.69
    
    
    $
    0.21Weighted average shares outstanding:Basic
    
    
    46,343,934
    
    
    
    48,285,713
    
    
    
    47,114,522
    
    
    
    48,505,297Diluted
    
    
    46,343,934
    
    
    
    48,285,713
    
    
    
    47,116,328
    
    
    
    48,505,297
  4




---



##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
 October 30,
    
    
    January 30,2010
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    329,264
    
    
    $
    585,930Short-term investments
    
    
    
    
    
    
    2,500Accounts receivable, net
    
    
    34,310
    
    
    
    22,427Merchandise inventory
    
    
    1,078,851
    
    
    
    775,342Prepaid income taxes, expenses and other current assets
    
    
    39,573
    
    
    
    24,902Total current assets
    
    
    1,481,998
    
    
    
    1,411,101Investment securities
    
    
    6,850
    
    
    
    6,850Property and equipment, net of accumulated depreciation and amortization of $1,319,233 and $1,245,816 as of
October 30, 2010 and January 30, 2010, respectively
    
    
    977,590
    
    
    
    1,009,250Deferred income taxes
    
    
    114,711
    
    
    
    117,827Other assets
    
    
    42,477
    
    
    
    37,547Total assets
    
    $
    2,623,626
    
    
    $
    2,582,575Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    439,320
    
    
    $
    243,995Accrued liabilities
    
    
    176,574
    
    
    
    125,599Accrued income taxes
    
    
    
    
    
    
    35,775Deferred income taxes
    
    
    18,932
    
    
    
    16,079Current installments of long-term debt and capital lease obligations
    
    
    79,235
    
    
    
    3,419Total current liabilities
    
    
    714,061
    
    
    
    424,867Long-term debt and capital lease obligations, excluding current installments
    
    
    535,163
    
    
    
    685,437Interest rate swap liability
    
    
    6,454
    
    
    
    7,403Retirement obligations and other noncurrent liabilities
    
    
    320,406
    
    
    
    370,573Total liabilities
    
    
    1,576,084
    
    
    
    1,488,280Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 400 million shares authorized and 46.3 and 48.3
million shares issued and outstanding as of October 30, 2010 and
January 30, 2010, respectively
    
    
    463
    
    
    
    483Paid-in capital
    
    
    406,559
    
    
    
    451,278Retained earnings
    
    
    792,878
    
    
    
    798,963Accumulated other comprehensive loss
    
    
    (152,358
    )
    
    
    (156,429
    )Total stockholders equity
    
    
    1,047,542
    
    
    
    1,094,295Total liabilities and stockholders equity
    
    $
    2,623,626
    
    
    $
    2,582,575
  5




---



##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 AccumulatedOtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at January 30, 2010
    
    
    48,286
    
    
    $
    483
    
    
    $
    451,278
    
    
    $
    798,963
    
    
    $
    (156,429
    )
    
    $
    1,094,295Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,553
    
    
    
    
    
    
    
    32,553Unrealized gain on
interest rate swaps, net
of $354 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    595
    
    
    
    595Defined benefit expense,
net of $2,063 income
taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,476
    
    
    
    3,476Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,624Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,638
    )
    
    
    
    
    
    
    (38,638
    )Issuance of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (43
    )
    
    
    
    
    
    
    
    
    
    
    (43
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    6,181
    
    
    
    
    
    
    
    
    
    
    
    6,181Common stock issued
    
    
    36
    
    
    
    
    
    
    
    539
    
    
    
    
    
    
    
    
    
    
    
    539Repurchase and retirement of common stock
    
    
    (1,978
    )
    
    
    (20
    )
    
    
    (51,396
    )
    
    
    
    
    
    
    
    
    
    
    (51,416
    )Balance at October 30, 2010
    
    
    46,344
    
    
    $
    463
    
    
    $
    406,559
    
    
    $
    792,878
    
    
    $
    (152,358
    )
    
    $
    1,047,542
  6




---



##### 



BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
 Nine Months EndedOctober 30,
    
    
    October 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    32,553
    
    
    $
    10,400Adjustments to reconcile net income to net cash (used) provided by operating activities:Asset impairment and exit costs
    
    
    1,337
    
    
    
    973Deferred income tax expense
    
    
    4,125
    
    
    
    16,051Depreciation and amortization expense
    
    
    106,399
    
    
    
    121,558Stock-based compensation expense
    
    
    6,181
    
    
    
    139Pension curtailment charge
    
    
    
    
    
    
    2,719(Gain) loss on sale of property and equipment
    
    
    (2,508
    )
    
    
    420Amortization of deferred gain on sale and leaseback
    
    
    (1,972
    )
    
    
    (1,972
    )Gain on investments
    
    
    
    
    
    
    (14
    )(Increase) decrease in:Accounts receivable, net
    
    
    (7,464
    )
    
    
    10,367Merchandise inventory
    
    
    (303,510
    )
    
    
    (187,646
    )Prepaid income taxes, expenses and other assets
    
    
    (22,712
    )
    
    
    (22,305
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    237,783
    
    
    
    233,090Accrued income taxes
    
    
    (35,775
    )
    
    
    (681
    )Retirement obligations and other liabilities
    
    
    (41,731
    )
    
    
    (29,050
    )Net cash (used) provided by operating activities
    
    
    (27,294
    )
    
    
    154,049Cash flows from investing activities:Purchases of property and equipment
    
    
    (63,705
    )
    
    
    (36,587
    )Proceeds from sales of property and equipment
    
    
    434
    
    
    
    70Proceeds from sales of short-term investments
    
    
    2,500
    
    
    
    900Net cash used by investing activities
    
    
    (60,771
    )
    
    
    (35,617
    )Cash flows from financing activities:Principal payments on long-term debt and capital lease obligations
    
    
    (78,504
    )
    
    
    (3,481
    )Repurchase and retirement of common stock
    
    
    (51,416
    )
    
    
    (5,950
    )Dividends paid
    
    
    (38,638
    )
    
    
    (9,752
    )Stock compensation tax benefit (expense)
    
    
    41
    
    
    
    (64
    )Cash paid for withholding taxes in lieu of stock-based compensation shares
    
    
    (84
    )
    
    
    (51
    )Net cash used by financing activities
    
    
    (168,601
    )
    
    
    (19,298
    )Net (decrease) increase in cash and cash equivalents
    
    
    (256,666
    )
    
    
    99,134Cash and cash equivalents at beginning of period
    
    
    585,930
    
    
    
    260,134Cash and cash equivalents at end of period
    
    $
    329,264
    
    
    $
    359,268Supplemental schedule of noncash investing activities:Increase (decrease) in property and equipment through accrued purchases
    
    $
    9,089
    
    
    $
    (8,232
    )Increase in property and equipment through assumption of capital leases
    
    
    4,045
    
    
    
    
  7




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2)
    
    Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedOctober 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)
    
    
    (dollars in thousands)Net income (loss)
    
    $
    (4,239
    )
    
    $
    446
    
    
    $
    32,553
    
    
    $
    10,400Other comprehensive income:Unrealized gain on investments, net of $17 and $222 income taxes for the three and nine months
ended October 31, 2009, respectively.
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    374Unrealized
gain (loss) on interest rate swaps, net of $198 and $354 income taxes for the three and nine
months ended October 30, 2010, respectively and $83 and $233 income taxes for the three and
nine months ended October 31, 2009, respectively.
    
    
    333
    
    
    
    (141
    )
    
    
    595
    
    
    
    392Defined
benefit expense, net of $688 and $2,063 income taxes for the three and nine months ended
October 30, 2010, respectively and $1,279 and $3,836 income taxes for the three and nine months
ended October 31, 2009, respectively.
    
    
    1,159
    
    
    
    2,154
    
    
    
    3,476
    
    
    
    6,462Pension curtailment charge, net of $1,013 income taxes for the three and nine months ended
October 31, 2009.
    
    
    
    
    
    
    1,706
    
    
    
    
    
    
    
    1,706Other comprehensive income
    
    
    1,492
    
    
    
    3,748
    
    
    
    4,071
    
    
    
    8,934Total comprehensive income (loss)
    
    $
    (2,747
    )
    
    $
    4,194
    
    
    $
    36,624
    
    
    $
    19,334
 (3) Accumulated Other Comprehensive Loss
  October
30,2010
    
    
    January 30,2010(dollars in thousands)Unrealized
loss on interest rate swap, net of $2,435 and
$2,789 income taxes as of October 30, 2010 and January 30,
2010, respectively.
    
    $
    (4,019
    )
    
    $
    (4,614
    )Defined benefit plans, net of $88,658 and $90,721
income taxes as of October 30, 2010 and January 30,
2010, respectively.
    
    
    (148,339
    )
    
    
    (151,815
    )Accumulated other comprehensive loss
    
    $
    (152,358
    )
    
    $
    (156,429
    )
 8




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (4) Fair Value Measurements
      October 30, 2010
    
    
    January 30, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    Value(dollars in thousands)Financial assetsAuction rate security (a)
    
    $
    6,850
    
    
    $
    6,850
    
    
    $
    9,350
    
    
    $
    9,350Financial liabilitiesLong-term debt
(excluding capitalized
leases) (b)
    
    $
    592,780
    
    
    $
    602,916
    
    
    $
    667,780
    
    
    $
    647,287
 
 (a)
    
    Amounts represent held-to-maturity ARS backed by student loans, which are 97% guaranteed under
the Federal Family Education Loan Program, and carries the highest credit ratings of AAA.(b)
    
    Represents the sum of fixed rate and variable rate long-term debt excluding capitalized leases.   9




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (5) Asset Impairment and Exit Costs
   (6) Borrowings
   (7) Sale of Properties
  (8) Income Taxes
  10




---



##### 



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 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)Service cost
    
    $
    
    
    
    $
    
    
    
    $
    18
    
    
    $
    17
    
    
    $
    37
    
    
    $
    33Interest cost
    
    
    6,517
    
    
    
    6,649
    
    
    
    155
    
    
    
    86
    
    
    
    340
    
    
    
    406Expected return on plan assets
    
    
    (6,550
    )
    
    
    (5,527
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    65Amortization of prior service cost
    
    
    
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    1,753
    
    
    
    3,234
    
    
    
    36
    
    
    
    
    
    
    
    (8
    )
    
    
    10Net periodic benefit expense
    
    $
    1,720
    
    
    $
    4,480
    
    
    $
    209
    
    
    $
    103
    
    
    $
    435
    
    
    $
    514
 Nine Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanOctober 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,
    
    
    October 30,
    
    
    October 31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(dollars in thousands)Service cost
    
    $
    
    
    
    $
    
    
    
    $
    55
    
    
    $
    95
    
    
    $
    112
    
    
    $
    99Interest cost
    
    
    19,552
    
    
    
    19,947
    
    
    
    463
    
    
    
    472
    
    
    
    1,020
    
    
    
    1,218Expected return on plan assets
    
    
    (19,651
    )
    
    
    (16,582
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    196Amortization of prior service cost
    
    
    
    
    
    
    372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    5,257
    
    
    
    9,701
    
    
    
    108
    
    
    
    
    
    
    
    (23
    )
    
    
    29Net periodic benefit expense
    
    $
    5,158
    
    
    $
    13,438
    
    
    $
    626
    
    
    $
    567
    
    
    $
    1,305
    
    
    $
    1,542
  (10) Earnings per Share
  11




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   Three Months Ended
    
    Nine Months EndedOctober 30,
    
    October 31,
    
    October 30,
    
    October 31,2010
    
    2009
    
    2010
    
    2009Basic Shares
    
    
    46,343,934
    
    
    
    48,285,713
    
    
    
    47,114,522
    
    
    
    48,505,297Dilutive
contingently-issuable
non-vested share
awards
    
    
    
    
    
    
    
    
    
    
    1,806
    
    
    
    Diluted Shares
    
    
    46,343,934
    
    
    
    48,285,713
    
    
    
    47,116,328
    
    
    
    48,505,297
  (11) Repurchase of Common Stock
  12




---



##### 



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




---



##### 



Results of Operations
  Three Months Ended
    
    Nine Months EndedOctober 30,
    
    October 31,
    
    October 30,
    
    October 31,2010
    
    2009
    
    2010
    
    2009SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    69.1
    
    
    
    68.2
    
    
    
    67.8
    
    
    
    69.0Selling, general and administrative expenses
    
    
    30.4
    
    
    
    29.6
    
    
    
    28.7
    
    
    
    28.6Gain on sale of property and equipment
    
    
    0.4
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1Asset impairment and exit costs
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    Pension Curtailment Charge
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.1Operating income
    
    
    0.8
    
    
    
    1.9
    
    
    
    3.7
    
    
    
    2.4Interest expense, net
    
    
    1.6
    
    
    
    1.8
    
    
    
    1.6
    
    
    
    1.7Income (loss) before income taxes
    
    
    (0.8
    )
    
    
    0.1
    
    
    
    2.1
    
    
    
    0.7Income tax (benefit) expense
    
    
    (0.2
    )
    
    
    0.1
    
    
    
    0.7
    
    
    
    0.2Net income (loss)
    
    
    (0.6
    )
    
    
    0.1
    
    
    
    1.4
    
    
    
    0.5Comparable store net revenue increase (decrease)
    
    
    2.5
    
    
    
    (2.1
    )
    
    
    4.4
    
    
    
    (6.5
    )
 Revenues
  Three Months Ended
    
    Nine Months EndedOctober 30,
    
    October 31,
    
    October 30,
    
    October 31,Merchandise Areas
    
    2010
    
    2009
    
    2010
    
    2009Womens
    
    
    36
    %
    
    
    37
    %
    
    
    38
    %
    
    
    39
    %Cosmetics, Shoes and Accessories
    
    
    34
    
    
    
    33
    
    
    
    32
    
    
    
    32Mens
    
    
    15
    
    
    
    15
    
    
    
    15
    
    
    
    15Home
    
    
    8
    
    
    
    8
    
    
    
    8
    
    
    
    8Childrens
    
    
    7
    
    
    
    7
    
    
    
    7
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 14




---



##### 



Comparison of the Three and Nine Months Ended October 30, 2010 and October 31, 2009
 Revenues.
  Cost of goods sold.
  Selling, general and administrative expenses
  Gain on sale of property and equipment.
  Asset impairment and exit costs.
 15




---



##### 



Pension curtailment charge.
 Income tax expense (benefit).
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
    16




---



##### 



17




---



##### 



Contractual Obligations and Commercial Commitments
 Form 10-K
 Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   18




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Belk Re-Branding
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Reserved
 
 Item 5. Other Information
  
 Item 6. Exhibits
  3.1
    
    Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to pages B-24 to B-33 of the Companys Registration Statement
on Form S-4/A, filed on March 5, 1998 (File No. 333-42935)).3.2
    
    Form of Second Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 of the Companys Annual Report on Form 10-K for the fiscal year ended
January 31, 2004).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).
 19




---



##### 



10.1
    
    Form of Third Amended and Restated Credit Agreement, dated November 23, 2010, by and
among Wells Fargo Bank, National Association, Bank of America, N.A. and the other lenders
referred to therein.10.2
    
    Note Purchase Agreement, dated as of November 23, 2010, by and among Belk, Inc. and
certain subsidiaries of Belk, Inc., as obligors, and the purchasers referred to therein.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.
 20




---



##### 



SIGNATURES
  BELK, INC.Dated:  December 8, 2010
    By:
    /s/ Ralph A. PittsRalph A. PittsExecutive Vice President, General Counsel and
Corporate Secretary
(Authorized Officer of the Registrant)By:
    /s/ Brian T. MarleyBrian T. MarleyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer) 21