##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended August 1, 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)
 (704) 357-1000
  
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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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 1, 2009
and August 2, 2008
    
    
    4Condensed Consolidated Balance Sheets as of August 1, 2009 and January 31, 2009
    
    
    5Condensed Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income
for the Six Months Ended August 1, 2009
    
    
    6Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 1, 2009 and
August 2, 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
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults upon Senior Securities
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21EX-10.1EX-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
    
    
    Six Months EndedAugust 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    760,261
    
    
    $
    829,301
    
    
    $
    1,521,155
    
    
    $
    1,646,613Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    522,368
    
    
    
    573,646
    
    
    
    1,054,460
    
    
    
    1,131,894Selling, general and administrative expenses
    
    
    211,128
    
    
    
    231,889
    
    
    
    426,405
    
    
    
    471,127Gain on sale of property and equipment
    
    
    636
    
    
    
    997
    
    
    
    913
    
    
    
    1,967Asset impairment and exit costs
    
    
    680
    
    
    
    1,352
    
    
    
    1,091
    
    
    
    1,911Operating income
    
    
    26,721
    
    
    
    23,411
    
    
    
    40,112
    
    
    
    43,648Interest expense, net
    
    
    (12,767
    )
    
    
    (13,177
    )
    
    
    (25,327
    )
    
    
    (26,448
    )Gain on investments
    
    
    
    
    
    
    1,023
    
    
    
    
    
    
    
    1,886Income before income taxes
    
    
    13,954
    
    
    
    11,257
    
    
    
    14,785
    
    
    
    19,086Income tax expense
    
    
    4,544
    
    
    
    3,050
    
    
    
    4,831
    
    
    
    5,750Net income
    
    $
    9,410
    
    
    $
    8,207
    
    
    $
    9,954
    
    
    $
    13,336Basic and diluted net income per share
    
    $
    0.19
    
    
    $
    0.17
    
    
    $
    0.20
    
    
    $
    0.27Weighted average shares outstanding  basic
and diluted
    
    
    48,471,830
    
    
    
    48,922,400
    
    
    
    48,615,089
    
    
    
    49,268,125
  4




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##### Table of Contents



BELK,
INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS


(dollars in thousands)
(unaudited)
 August 1,
    
    
    January 31,2009
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    377,316
    
    
    $
    260,134Short-term investments
    
    
    9,350
    
    
    
    10,250Accounts receivable, net
    
    
    50,785
    
    
    
    65,702Merchandise inventory
    
    
    756,769
    
    
    
    828,497Property held for sale
    
    
    750
    
    
    
    750Prepaid income taxes, expenses and other current assets
    
    
    47,232
    
    
    
    30,705Total current assets
    
    
    1,242,202
    
    
    
    1,196,038Investment securities
    
    
    1,641
    
    
    
    1,074Property and equipment, net of accumulated depreciation and amortization of $1,185,554
and $1,109,444 as of August 1, 2009 and January 31, 2009, respectively
    
    
    1,109,670
    
    
    
    1,169,150Deferred income taxes
    
    
    122,963
    
    
    
    128,829Other assets
    
    
    45,844
    
    
    
    40,156Total assets
    
    $
    2,522,320
    
    
    $
    2,535,247Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    228,207
    
    
    $
    236,886Accrued liabilities
    
    
    123,206
    
    
    
    118,045Accrued income taxes
    
    
    
    
    
    
    593Deferred income taxes
    
    
    25,559
    
    
    
    27,997Current installments of long-term debt and capital lease obligations
    
    
    3,939
    
    
    
    4,486Total current liabilities
    
    
    380,911
    
    
    
    388,007Long-term debt and capital lease obligations, excluding current installments
    
    
    686,951
    
    
    
    688,704Interest rate swap liability
    
    
    7,333
    
    
    
    8,182Retirement obligations and other noncurrent liabilities
    
    
    415,376
    
    
    
    418,327Total liabilities
    
    
    1,490,571
    
    
    
    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 August 1, 2009 and January 31, 2009, respectively
    
    
    483
    
    
    
    488Paid-in capital
    
    
    451,197
    
    
    
    456,858Retained earnings
    
    
    741,781
    
    
    
    741,579Accumulated other comprehensive loss
    
    
    (161,712
    )
    
    
    (166,898
    )Total stockholders equity
    
    
    1,031,749
    
    
    
    1,032,027Total liabilities and stockholders equity
    
    $
    2,522,320
    
    
    $
    2,535,247
  5




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##### Table of Contents



BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY


AND COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 AccumulatedOtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at January 31, 2009
    
    
    48,753
    
    
    $
    488
    
    
    $
    456,858
    
    
    $
    741,579
    
    
    $
    (166,898
    )
    
    $
    1,032,027Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,954
    
    
    
    
    
    
    
    9,954Unrealized gain on
investments,
net of $205 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    345
    
    
    
    345Unrealized gain on
interest rate swaps,
net of $316 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    533
    
    
    
    533Defined benefit expense,
net of
$2,557 income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,308
    
    
    
    4,308Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,140Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,752
    )
    
    
    
    
    
    
    (9,752
    )Issuance of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (115
    )
    
    
    
    
    
    
    
    
    
    
    (115
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    99Common stock issued
    
    
    33
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    300Repurchase and retirement of common stock
    
    
    (500
    )
    
    
    (5
    )
    
    
    (5,945
    )
    
    
    
    
    
    
    
    
    
    
    (5,950
    )Balance at August 1, 2009
    
    
    48,286
    
    
    $
    483
    
    
    $
    451,197
    
    
    $
    741,781
    
    
    $
    (161,712
    )
    
    $
    1,031,749
  6




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BELK,
INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(dollars in thousands)
(unaudited)
 Six Months EndedAugust 1,
    
    
    August 2,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    9,954
    
    
    $
    13,336Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and exit costs
    
    
    1,091
    
    
    
    1,911Deferred income tax benefit
    
    
    (564
    )
    
    
    (1,194
    )Depreciation and amortization expense
    
    
    81,453
    
    
    
    82,484Stock-based compensation expense
    
    
    99
    
    
    
    2,940(Gain) loss on sale of property and equipment
    
    
    402
    
    
    
    (652
    )Amortization of deferred gain on sale and leaseback
    
    
    (1,315
    )
    
    
    (1,315
    )Gain on investments
    
    
    
    
    
    
    (1,886
    )(Increase) decrease in:Accounts receivable, net
    
    
    14,917
    
    
    
    3,298Merchandise inventory
    
    
    71,728
    
    
    
    84,836Prepaid income taxes, expenses and other assets
    
    
    (25,710
    )
    
    
    (17,304
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    4,090
    
    
    
    (18,773
    )Accrued income taxes
    
    
    (681
    )
    
    
    (25,980
    )Retirement obligations and other liabilities
    
    
    8,596
    
    
    
    12,005Net cash provided by operating activities
    
    
    164,060
    
    
    
    133,706Cash flows from investing activities:Purchases of short-term investments
    
    
    
    
    
    
    (17,750
    )Sales of short-term investments
    
    
    900
    
    
    
    7,500Purchases of property and equipment
    
    
    (29,700
    )
    
    
    (71,851
    )Proceeds from sales of property and equipment
    
    
    39
    
    
    
    14,554Net cash used by investing activities
    
    
    (28,761
    )
    
    
    (67,547
    )Cash flows from financing activities:Principal payments on long-term debt and capital lease obligations
    
    
    (2,300
    )
    
    
    (2,329
    )Cash paid for withholding taxes in lieu of stock-based compensation shares
    
    
    (51
    )
    
    
    (598
    )Stock compensation tax benefit (expense)
    
    
    (64
    )
    
    
    154Dividends paid
    
    
    (9,752
    )
    
    
    (19,845
    )Repurchase and retirement of common stock
    
    
    (5,950
    )
    
    
    (22,348
    )Net cash used by financing activities
    
    
    (18,117
    )
    
    
    (44,966
    )Net increase in cash and cash equivalents
    
    
    117,182
    
    
    
    21,193Cash and cash equivalents at beginning of period
    
    
    260,134
    
    
    
    186,973Cash and cash equivalents at end of period
    
    $
    377,316
    
    
    $
    208,166Supplemental schedule of noncash investing activities:Decrease in property and equipment through accrued purchases
    
    $
    (8,079
    )
    
    $
    (5,687
    )
  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
  Three Months Ended
    
    
    Six Months EndedAugust 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)
    
    
    (dollars in thousands)Net income
    
    $
    9,410
    
    
    $
    8,207
    
    
    $
    9,954
    
    
    $
    13,336Other comprehensive income:Unrealized gain (loss) on investments, net of $113 and $205 income taxes for the three and
six months ended August 1, 2009, respectively and $288 and $528 income taxes for the three
and six months ended August 2, 2008, respectively
    
    
    191
    
    
    
    (485
    )
    
    
    345
    
    
    
    (890
    )Unrealized gain on interest rate swaps, net of $230 and $316 income taxes for the three and
six months ended August 1, 2009, respectively and $340 and $868 income taxes for the
three and six months ended August 2, 2008, respectively
    
    
    388
    
    
    
    574
    
    
    
    533
    
    
    
    1,463Defined benefit expense, net of $1,278 and $2,557 income taxes for the three and six months
ended August 1, 2009, respectively and $1,008 and $2,016 income taxes for the three and six
months ended August 2, 2008, respectively
    
    
    2,154
    
    
    
    1,698
    
    
    
    4,308
    
    
    
    3,397Other comprehensive income
    
    
    2,733
    
    
    
    1,787
    
    
    
    5,186
    
    
    
    3,970Total comprehensive income
    
    $
    12,143
    
    
    $
    9,994
    
    
    $
    15,140
    
    
    $
    17,306
 (4) Accumulated Other Comprehensive Loss
  August 1,
    
    
    January 31,2009
    
    
    2009(dollars in thousands)Unrealized loss on investments, net of $82 and $287
income taxes as of August
1, 2009 and January 31,
2009, respectively
    
    $
    (137
    )
    
    $
    (482
    )Unrealized loss on interest rate swap, net of $2,732
and $3,048 income taxes as
of August 1, 2009 and
January 31, 2009,
respectively
    
    
    (4,602
    )
    
    
    (5,135
    )Defined benefit plans, net of $93,183 and $95,740
income taxes as of August 1, 2009 and January 31, 2009,
respectively
    
    
    (156,973
    )
    
    
    (161,281
    )Accumulated other comprehensive loss
    
    $
    (161,712
    )
    
    $
    (166,898
    )
 9




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BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (5) Fair Value Measurements
       Fair Value Measurements at Reporting Date UsingQuoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableAugust 1,
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(dollars in thousands)Auction rate
security
    
    $
    9,350
    
    
    $
    
    
    
    $
    
    
    
    $
    9,350Investment securities
    
    
    1,641
    
    
    
    1,641
    
    
    
    
    
    
    
    Total assets measured at fair value
    
    $
    10,991
    
    
    $
    1,641
    
    
    $
    
    
    
    $
    9,350Interest rate swap liability
    
    $
    7,333
    
    
    $
    
    
    
    $
    7,333
    
    
    $
    Total liabilities measured at fair
value
    
    $
    7,333
    
    
    $
    
    
    
    $
    7,333
    
    
    $
    
 10




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##### Table of Contents



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 August 1, 2009
    
    $
    9,350
  August 1, 2009Carrying
    
    FairValue
    
    Value(dollars in thousands)Long-term debt (excluding capitalized
leases)
    
    $
    667,780
    
    
    $
    607,809
  (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 PlanAugust 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)Service cost
    
    $
    
    
    
    $
    859
    
    
    $
    46
    
    
    $
    47
    
    
    $
    33
    
    
    $
    33Interest cost
    
    
    6,649
    
    
    
    6,149
    
    
    
    229
    
    
    
    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
    
    
    $
    3,695
    
    
    $
    275
    
    
    $
    283
    
    
    $
    514
    
    
    $
    509
 Six Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanAugust 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,
    
    
    August 1,
    
    
    August 2,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)Service cost
    
    $
    
    
    
    $
    1,718
    
    
    $
    78
    
    
    $
    94
    
    
    $
    66
    
    
    $
    66Interest cost
    
    
    13,298
    
    
    
    12,298
    
    
    
    386
    
    
    
    364
    
    
    
    812
    
    
    
    814Expected return on plan
assets
    
    
    (11,055
    )
    
    
    (11,792
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of
transition obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
    
    
    
    131Amortization of prior
service cost
    
    
    248
    
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    6,467
    
    
    
    4,918
    
    
    
    
    
    
    
    109
    
    
    
    19
    
    
    
    8Net periodic benefit
expense
    
    $
    8,958
    
    
    $
    7,389
    
    
    $
    464
    
    
    $
    567
    
    
    $
    1,028
    
    
    $
    1,019
  (10) Earnings per Share
  (11) Repurchase of Common Stock
   12




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##### Table of Contents



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (12) Subsequent Events
  13




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##### Table of Contents



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




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    Six Months EndedAugust 1,
    
    August 2,
    
    August 1,
    
    August 2,2009
    
    2008
    
    2009
    
    2008SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold (including occupancy,
distribution and buying expenses)
    
    
    68.7
    
    
    
    69.2
    
    
    
    69.3
    
    
    
    68.7Selling, general and administrative expenses
    
    
    27.8
    
    
    
    28.0
    
    
    
    28.0
    
    
    
    28.6Gain on sale of property and equipment
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Asset impairment and exit costs
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1Operating income
    
    
    3.5
    
    
    
    2.8
    
    
    
    2.6
    
    
    
    2.7Interest expense, net
    
    
    1.7
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.6Gain on investments
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Income before income taxes
    
    
    1.8
    
    
    
    1.4
    
    
    
    1.0
    
    
    
    1.2Income tax expense
    
    
    0.6
    
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.3Net income
    
    
    1.2
    
    
    
    1.0
    
    
    
    0.7
    
    
    
    0.8Comparable store net revenue decrease
    
    
    (9.4
    )
    
    
    (4.0
    )
    
    
    (8.5
    )
    
    
    (6.4
    )
 Revenues
  Three Months Ended
    
    Six Months EndedAugust 1,
    
    August 2,
    
    August 1,
    
    August 2,Merchandise Areas
    
    2009
    
    2008
    
    2009
    
    2008Womens
    
    
    41
    %
    
    
    41
    %
    
    
    40
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    30
    
    
    
    28
    
    
    
    31
    
    
    
    31Mens
    
    
    16
    
    
    
    16
    
    
    
    15
    
    
    
    15Home
    
    
    8
    
    
    
    9
    
    
    
    8
    
    
    
    8Childrens
    
    
    5
    
    
    
    6
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Comparison of the Three and Six Months Ended August 1, 2009 and August 2, 2008
 Revenues.
 15




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##### Table of Contents



Cost of goods sold.
  Selling, general and administrative expenses
  Asset impairment and exit costs.
  Gain on investments.
 Income tax expense.
 Seasonality and Quarterly Fluctuations
  16




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##### Table of Contents



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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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER PURCHASES OF EQUITY SECURITIES
 Total Number of
    
    Approximate DollarShares Purchased
    
    Value of Sharesas Part of
    
    that May Yet BePublicly
    
    Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced
    
    thePeriod
    
    Shares Purchased
    
    per Share
    
    Plans or Programs
    
    Plans or ProgramsMay 3  May 30, 2009
    
    
    241,664
    (1)
    
    $
    11.90
    
    
    
    241,664
    
    
    
    May 31  July 4, 2009
    
    
    258,336
    (2)
    
    $
    11.90
    
    
    
    
    
    
    
    July 5  August 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    500,000
    
    
    $
    11.90
    
    
    
    241,664
    
    
    
    
 
 (1)
    
    On April 1, 2009, the Companys Board of Directors approved a self-tender offer to
purchase up to 500,000 shares of common stock at a price of $11.90 per share. The tender offer was
initiated on April 22, 2009, and on May 20, 2009, the Company accepted for purchase 102,128 shares
of Class A and 139,536 shares of Class B common stock for $2.9 million.(2)
    
    On June 24, 2009, the Company purchased 258,336 shares of Class A common stock from
H.W. McKay Belk for $3.07 million in connection with the Transition Agreement entered into with Mr.
Belk and disclosed on a Form 8-K filed on June 25, 2009. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Term Expiring 2012
    
    Votes For
    
    Votes WithheldH.W. McKay Belk
    
    460,984,357
    
    674,354Thomas C. Nelson
    
    460,979,611
    
    679,100John R. Thompson
    
    460,979,611
    
    679,100
 20




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
 (a)
    
    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
    
    Transition Agreement, dated as of June 23, 2009, by and between Belk, Inc. and H.W.
McKay Belk.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.
 21




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SIGNATURES
  BELK, INC.Dated:  September 9, 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) 22