##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended January 29,
    2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-26207
 BELK, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

56-2058574(State of incorporation)

(IRS Employer Identification No.)2801 West Tyvola Road, Charlotte, North Carolina

28217-4500(Address of Principal Executive
    Offices)

(Zip Code)    (704) 357-1000
      Title of each classClass A Common Stock, $0.01 per shareClass B Common Stock, $0.01 per share   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
    Large accelerated filer  o

Accelerated filer þ

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller Reporting company o   Rule 12b-2 o þ
    Documents
    Incorporated By Reference




---



##### 





BELK,
    INC
  TABLE OF
    CONTENTS
   
 Item No.

Page No.Part I1.

Business


21A.

Risk Factors


71B.

Unresolved Staff Comments


122.

Properties


123.

Legal Proceedings


134.

Reserved


13Part II5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


146.

Selected Financial Data


157.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


157A.

Quantitative and Qualitative Disclosures About
    Market Risk


278.

Financial Statements and Supplementary Data


289.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


619A.

Controls and Procedures


619B.

Other Information


63Part III10.

Directors, Executive Officers and Corporate
    Governance


6311.

Executive Compensation


6312.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


6313.

Certain Relationships and Related Transactions,
    and Director Independence


6314.

Principal Accountant Fees and Services


64Part IV15.

Exhibits and Financial Statement Schedules


64EX-10.6EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




---



##### Table of Contents



PART I  Item 1.
    Business  General
      Fiscal Year

Ended

Weeks2014

February 1, 2014

522013

February 2, 2013

532012

January 28, 2012

522011

January 29, 2011

522010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

53           28217-4500, (704) 357-1000.
 2




---



##### Table of Contents



Business
    Strategy
            Growth
    Strategy
      Size (Selling

Opening

New or ExistingLocation

Sq. Ft.)

Date

MarketPort Orange, FL


67,000



3/10/10


New    3




---



##### Table of Contents



Merchandising
      tm
      Marketing
    and Branding
  one-to-one
   4




---



##### Table of Contents



eCommerce
      Gift
    Cards
    Salons
    and Spas
    Belk Gift
    Registry
    Belk
    Proprietary Charge Programs
   5




---



##### Table of Contents



Systems
    and Technology
    Inventory
    Management and Logistics
    Strategic
    Sourcing
    Sustainability
    Non-Retail
    Businesses
    Industry
    and Competition
   6




---



##### Table of Contents



Trademarks
    and Service Marks
    Seasonality
    and Quarterly Fluctuations
    Associates
    Where You
    Can Find More Information
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors     7




---



##### Table of Contents



Economic,
    political and business conditions could negatively affect our
    financial condition and results of operations.
    If
    customers do not accept our new brand, our re-branding
    initiative could adversely affect our financial
    performance.
    Our
    sales and operating results depend on accurately anticipating
    customer demands.
  and/or
  Unseasonable
    and extreme weather conditions in our market areas may adversely
    affect our business.
   8




---



##### Table of Contents



The
    seasonal nature of our business could have a material adverse
    effect on our financial results and cash flows.
    The
    retail industry is highly competitive, which could adversely
    impact our revenues and profitability.
    We may
    not be able to develop and implement effective advertising,
    marketing and promotional campaigns.
    Variations
    in the amount of vendor allowances received could adversely
    impact our operating results.
  and/or
  If we
    do not successfully operate our information technology systems
    and our fulfillment facility, our financial performance could be
    adversely affected.
   9




---



##### Table of Contents



Our
    profitability depends on our ability to source merchandise and
    deliver it to our customers in a timely and cost-effective
    manner.
      Increases
    in the price of merchandise, raw materials, fuel and labor or
    their reduced availability could increase our cost of goods and
    negatively impact our financial results.
    Changes
    in the income and cash flow from our long-term marketing and
    servicing alliance related to our proprietary credit cards could
    impact operating results and cash flows.
  10-year
  If we
    do not manage expenses appropriately, our results of operations
    could be adversely affected.
    Capital
    investments in store growth and remodels may not produce the
    returns we anticipate.
   10




---



##### Table of Contents



If our
    logistics or distribution processes do not operate effectively,
    our business could be disrupted.
    We
    rely on third party vendors for certain business
    support.
    Loss
    of our key management, or an inability to attract such
    management and other personnel, could adversely impact our
    business.
    Changes
    in federal, state or local laws and regulations could expose us
    to legal risks and adversely affect our results of
    operations.
    Covenants
    in our debt agreements impose some financial restrictions on
    us.
   11




---



##### Table of Contents



If we
    do not effectively integrate and operate acquired businesses,
    our financial performance may be adversely
    affected.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Store
    Locations
    Alabama  22

Louisiana  4

Oklahoma  3Arkansas  7

Maryland  2

South Carolina  37Florida  30

Mississippi  16

Tennessee  23Georgia  47

Missouri  1

Texas  13Kentucky  6

North Carolina  70

Virginia  20West Virginia  4       12




---



##### Table of Contents



Non-Store
    Facilities
    Belk Property

Location

Own/LeaseBelk, Inc. Corporate Offices Condominium

Charlotte, NC


LeaseBelk Central Distribution Center

Blythewood, SC


LeaseBelk Distribution Center

Byram, MS


OwnBelk, Inc. Fine Jewelry Distribution Center

Ridgeland, MS


LeaseBelk, Inc. eCommerce Fulfillment Center

Pineville, NC


Lease   Other
    Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 13




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities     14




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year EndedJanuary 29,

January 30,

January 31,

February 2,

February 3,2011

2010

2009

2008

2007(Dollars in thousands, except per share amounts)SELECTED STATEMENT OF INCOME DATA:Revenues

$
3,513,275


$
3,346,252


$
3,499,423


$
3,824,803


$
3,684,769Cost of goods sold


2,353,536



2,271,925



2,430,332



2,636,888



2,451,171Goodwill impairment










326,649







Depreciation and amortization expense


140,239



158,388



165,267



159,945



142,618Operating income (loss)


245,981



147,441



(232,643
)


198,117



323,719Income (loss) before income taxes


195,871



97,190



(283,281
)


138,644



279,050Net income (loss)


127,628



67,136



(212,965
)


95,740



181,850Basic net income (loss) per share


2.72



1.39



(4.35
)


1.92



3.59Diluted net income (loss) per share


2.71



1.39



(4.35
)


1.92



3.59Cash dividends per share


0.800



0.200



0.400



0.400



0.350SELECTED BALANCE SHEET DATA:Accounts receivable, net(1)


31,119



22,427



34,043



65,987



61,434Merchandise inventory


808,503



775,342



828,497



932,777



931,870Working capital


924,450



986,234



808,031



750,547



679,822Total assets


2,389,631



2,582,575



2,503,588



2,851,315



2,845,524Long-term debt and capital lease obligations


539,239



688,856



693,190



722,141



734,342Stockholders equity


1,156,272



1,094,295



1,032,027



1,388,726



1,326,022SELECTED OPERATING DATA:Number of stores at end of period


305



305



307



303



315Comparable store net revenue increase (decrease)


5.1
%


(4.6
)%


(8.7
)%


(1.1
)%


4.5
%(on a 52 versus 52 week basis)     (1)
    
    The Company previously presented amounts due from vendors on a
    gross basis due to systems constraints and the lack of available
    information in fiscal year 2009 and prior. In fiscal years 2011
    and 2010, the Company has presented amounts due from vendors on
    a net basis, and revised amounts presented in the fiscal year
    2009 balance sheet for comparability purposes. This transaction
    caused a reduction in accounts receivable for fiscal years 2011,
    2010 and 2009.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
   15




---



##### Table of Contents



Fiscal Year

Ended

Weeks2014

February 1, 2014

522013

February 2, 2013

532012

January 28, 2012

522011

January 29, 2011

522010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

53              16




---



##### Table of Contents



eCommerce
      Results
    of Operations
    Fiscal Year EndedJanuary 29,

January 30,

January 31,2011

2010

2009SELECTED FINANCIAL DATARevenues


100.0
%


100.0
%


100.0
%Cost of goods sold


67.0



67.9



69.4Selling, general and administrative expenses


26.0



26.5



27.1Goodwill impairment










9.3Gain on sale of property and equipment


0.2



0.1



0.1Other asset impairment and exit costs


0.2



1.2



0.9Pension curtailment charge






0.1



Operating income (loss)


7.0



4.4



(6.6
)Interest expense


1.4



1.5



1.6Interest income










0.1Income tax expense (benefit)


1.9



0.9



(2.0
)Net income (loss)


3.6



2.0



(6.1
)SELECTED OPERATING DATA:Selling square footage (in thousands)


22,800



23,400



24,203Store revenues per selling sq. ft.

$
154


$
143


$
145Comparable store net revenue increase (decrease)


5.1
%


(4.6
)%


(8.7
)%Number of storesOpened


1



3



8Combined stores










Closed


(1
)


(5
)


(4
)Total  end of period


305



305



307  17




---



##### Table of Contents



Fiscal Year


Fiscal Year


Fiscal YearMerchandise Areas

2011


2010


2009Womens


35
%


36
%


37
%Cosmetics, Shoes and Accessories


33
%


33
%


31
%Mens


17
%


16
%


16
%Home


9
%


9
%


10
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%   Comparison
    of Fiscal Years Ended January 29, 2011 and January 30,
    2010
  Revenues.
  Cost of Goods Sold.
    Selling, General and Administrative
    Expenses.
  Gain on sale of property and equipment.
  Other Asset Impairment and Exit Costs.
 18




---



##### Table of Contents



Pension curtailment charge.
  Interest Expense.
  Interest Income.
  Income tax expense.
  Comparison
    of Fiscal Years Ended January 30, 2010 and January 31,
    2009
  Revenues.
  Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
  Goodwill impairment.
  Gain on sale of property and equipment.
 19




---



##### Table of Contents



Other Asset Impairment and Exit Costs.
  Pension curtailment charge.
  Interest Expense.
  Interest Income.
  Income tax expense (benefit).
  Seasonality
    and Quarterly Fluctuations
      2011

2010

2009First quarter


22.9
%


22.7
%


23.4
%Second quarter


22.4



22.7



23.7Third quarter


21.2



21.8



21.2Fourth quarter


33.5



32.8



31.7     Liquidity
    and Capital Resources
   20




---



##### Table of Contents



10-year
  20-year
         21




---



##### Table of Contents



e-commerce
          Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodWithinTotal


1 Year


1 - 3 Years


3 - 5 Years


After 5 Years(Dollars in thousands)Contractual ObligationsLong-Term Debt

$
517,780


$



$
100,000


$
225,000


$
192,780Estimated Interest Payments on Debt(a)


142,163



25,851



47,680



40,882



27,750Capital Lease Obligations


21,459



4,426



8,333



4,992



3,708Operating Leases(b)


571,037



71,782



127,966



95,226



276,063Purchase Obligations(c)


170,590



74,396



67,870



28,240



84Total Contractual Cash Obligations

$
1,423,029


$
176,455


$
351,849


$
394,340


$
500,385   Amount of Commitment Expiration per PeriodTotalAmounts


WithinCommitted


1 Year


1 - 3 Years


3 - 5 Years


After 5 Years(Dollars in thousands)Other Commercial CommitmentsStandby Letters of Credit

$
35,376


$
18,227


$
17,149


$



$
Import Letters of Credit


5,724



5,724











Total Commercial Commitments

$
41,100


$
23,951


$
17,149


$



$
  22




---



##### Table of Contents



(a)
    
    Interest rates used to compute estimated interest payments
    utilize the stated rate for fixed rate debt and projected
    interest rates for variable rate debt. Projected rates range
    from 1.80% to 5.96% over the term of the variable rate debt
    agreements.(b)
    
    Lease payments consist of base rent only and do not include
    amounts for percentage rents, real estate taxes, insurance and
    other expenses related to those locations.(c)
    
    Purchase obligations include agreements to purchase goods or
    services that are enforceable and legally binding and that
    specify all significant terms, including: fixed or minimum
    quantities to be purchased; fixed, minimum or variable price
    provisions; and the approximate timing of the transaction.
    Agreements that are cancelable without penalty have been
    excluded. Purchase obligations relate primarily to purchases of
    property and equipment, information technology contracts,
    maintenance agreements and advertising contracts.          Off-Balance
    Sheet Arrangements
    Impact of
    Inflation or Deflation
     23




---



##### Table of Contents



Critical
    Accounting Policies
          Inventory Valuation. cost-to-retail
  Vendor Allowances.
  
    Advertising allowances  Represents reimbursement of
    advertising costs initially funded by the Company. Amounts are
    recognized as a reduction to SG&A expenses in the period
    that the advertising expense is incurred.
    Markdown allowances  Represents reimbursement for the
    cost of markdowns to the selling price of the vendors
    merchandise. Amounts are recognized as a reduction to cost of
    goods sold in the later of the period that the merchandise is
    marked down or the reimbursement is negotiated. Amounts received
    prior to recognizing the markdowns are recorded as a reduction
    to the cost of inventory.
    Payroll allowances  Represents reimbursement for
    payroll costs. Amounts are recognized as a reduction to
    SG&A expense in the period that the payroll cost is
    incurred.  Property and Equipment, net.
 24




---



##### Table of Contents



Goodwill and Intangibles.
    Rent Expense.
  Useful Lives of Depreciable Assets.
  Recoverability of Long-Lived Assets.
  Store Closing Reserves. and/or
  Customer Loyalty Programs.
 25




---



##### Table of Contents



Pension and Postretirement Obligations.
          Self Insurance Reserves.
    Income Taxes.
 26




---



##### Table of Contents



Derivative Financial Instruments.
  Stock Based Compensation.
  Finance Income. 10-year
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk     27




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  PageReport of Independent Registered Public
    Accounting Firm


29Consolidated Statements of Income


30Consolidated Balance Sheets


31Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income


32Consolidated Statements of Cash Flows


33Notes to Consolidated Financial Statements


34  28




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    29




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF INCOME

(Dollars
    in thousands, except share and per share amounts)  Fiscal Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009Revenues

$
3,513,275


$
3,346,252


$
3,499,423Cost of goods sold (including occupancy, distribution and buying
    expenses)


2,353,536



2,271,925



2,430,332Selling, general and administrative expenses


914,078



886,263



947,602Goodwill impairment










326,649Gain on sale of property and equipment


6,416



2,011



4,116Other asset impairment and exit costs


6,096



39,915



31,599Pension curtailment charge






2,719



Operating income (loss)


245,981



147,441



(232,643
)Interest expense


(50,679
)


(51,321
)


(55,512
)Interest income


569



1,027



4,670Gain on investments






43



204Income (loss) before income taxes


195,871



97,190



(283,281
)Income tax expense (benefit)


68,243



30,054



(70,316
)Net income (loss)

$
127,628


$
67,136


$
(212,965
)Basic net income (loss) per share

$
2.72


$
1.39


$
(4.35
)Diluted net income (loss) per share

$
2.71


$
1.39


$
(4.35
)Weighted average shares outstanding:Basic


46,921,875



48,450,401



49,010,509Diluted


47,011,533



48,452,460



49,010,509    30




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS

(Dollars
    in thousands)  January 29,


January 30,2011


2010ASSETSCurrent assets:Cash and cash equivalents

$
453,403


$
585,930Short-term investments


6,150



2,500Accounts receivable, net


31,119



22,427Merchandise inventory


808,503



775,342Prepaid income taxes, expenses and other current assets


18,869



24,902Total current assets


1,318,044



1,411,101Investment securities






6,850Property and equipment, net


951,120



1,009,250Deferred income taxes


83,698



117,827Other assets


36,769



37,547Total assets

$
2,389,631


$
2,582,575LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
196,622


$
213,946Accrued liabilities


161,844



155,648Accrued income taxes


10,926



35,775Deferred income taxes


19,776



16,079Current installments of long-term debt and capital lease
    obligations


4,426



3,419Total current liabilities


393,594



424,867Long-term debt and capital lease obligations, excluding current
    installments


534,813



685,437Interest rate swap liability


5,388



7,403Retirement obligations and other noncurrent liabilities


299,564



370,573Total liabilities


1,233,359



1,488,280Stockholders equity:Preferred stock






Common stock, 400 million shares authorized and 46.3 and
    48.3 million sharesissued and outstanding as of January 29, 2011 and
    January 30, 2010, respectively


463



483Paid-in capital


409,201



451,278Retained earnings


887,953



798,963Accumulated other comprehensive loss


(141,345
)


(156,429
)Total stockholders equity


1,156,272



1,094,295Total liabilities and stockholders equity

$
2,389,631


$
2,582,575    31




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME(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 loss:Net loss














(212,965
)






(212,965
)Unrealized loss on investments, net of $740 income taxes


















(1,247
)


(1,247
)Reclassification to loss on investments, net of $231 income taxes


















(388
)


(388
)Unrealized loss on interest rate swaps, net of $807 income taxes


















(1,360
)


(1,360
)Defined benefit expense, net of $57,941 income taxes


















(97,606
)


(97,606
)Effects of changing the pension plan measurement date pursuant
    to
    ASC 715-30-35-62,
    net of $1,008 income taxes


















1,699



1,699Total comprehensive loss






















(311,867
)Cash dividends














(19,846
)






(19,846
)Effects of changing the pension plan measurement date pursuant
    to
    ASC 715-30-35-62,
    net of $1,672 income taxes














(2,816
)






(2,816
)Issuance of stock-based compensation










(444
)










(444
)Stock-based compensation expense










314











314Common stock issued


57



1



307











308Repurchase and retirement of common stock


(873
)


(9
)


(22,339
)










(22,348
)Balance at January 31, 2009


48,753



488



456,858



741,579



(166,898
)


1,032,027Comprehensive income:Net income














67,136







67,136Unrealized gain on investments, net of $287 income taxes


















482



482Unrealized gain on interest rate swaps, net of $259 income taxes


















521



521Defined benefit expense, net of $4,078 income taxes


















7,688



7,688Pension curtailment charge, net of $941 income taxes


















1,778



1,778Total comprehensive income






















77,605Cash dividends














(9,752
)






(9,752
)Issuance of stock-based compensation










(115
)










(115
)Stock-based compensation expense










180











180Common stock issued


33







300











300Repurchase and retirement of common stock


(500
)


(5
)


(5,945
)










(5,950
)Balance at January 30, 2010


48,286



483



451,278



798,963



(156,429
)


1,094,295Comprehensive income:Net income














127,628







127,628Unrealized gain on interest rate swaps, net of $669 income taxes


















1,346



1,346Defined benefit expense, net of $7,370 income taxes


















13,738



13,738Total comprehensive income






















142,712Cash dividends














(38,638
)






(38,638
)Issuance of stock-based compensation










(43
)










(43
)Stock-based compensation expense










8,823











8,823Common stock issued


36







539











539Repurchase and retirement of common stock


(1,978
)


(20
)


(51,396
)










(51,416
)Balance at January 29, 2011


46,344


$
463


$
409,201


$
887,953


$
(141,345
)

$
1,156,272    32




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

(Dollars
    in thousands)  Fiscal Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009Cash flows from operating activities:Net income (loss)

$
127,628


$
67,136


$
(212,965
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Goodwill impairment










326,649Other asset impairment and exit costs


6,096



39,915



31,599Deferred income tax expense (benefit)


33,453



(9,982
)


(63,562
)Depreciation and amortization expense


140,239



158,388



165,267Stock-based compensation expense


10,466



180



314Pension curtailment charge






2,719



(Gain) loss on sale of property and equipment


(3,787
)


618



(1,487
)Amortization of deferred gain on sale and leaseback


(2,629
)


(2,629
)


(2,629
)Gain on sale of investments






(43
)


(204
)Investment securities contribution expense






1,889



(Increase) decrease in:Accounts receivable, net


(7,981
)


11,616



31,565Merchandise inventory


(33,161
)


53,155



104,280Prepaid income taxes, expenses and other assets


6,348



4,361



(6,050
)Increase (decrease) in:Accounts payable and accrued liabilities


(11,984
)


52,746



(80,095
)Accrued income taxes


(24,849
)


35,182



(25,387
)Retirement obligations and other liabilities


(50,598
)


(27,856
)


(1,994
)Net cash provided by operating activities


189,241



387,395



265,301Cash flows from investing activities:Purchases of property and equipment


(82,409
)


(42,326
)


(129,282
)Proceeds from sales of property and equipment


5,448



140



19,715Purchases of short-term investments










(17,750
)Proceeds from sales of short-term investments


3,200



900



7,500Net cash used by investing activities


(73,761
)


(41,286
)


(119,817
)Cash flows from financing activities:Proceeds from issuance of long-term debt


50,000







Principal payments on long-term debt and capital lease
    obligations


(204,605
)


(4,496
)


(29,685
)Dividends paid


(38,638
)


(9,752
)


(19,846
)Repurchase and retirement of common stock


(51,416
)


(5,950
)


(22,348
)Stock compensation tax benefit (expense)


41



(64
)


154Cash paid for withholding taxes in lieu of stock-based
    compensation shares


(84
)


(51
)


(598
)Deferred financing costs


(3,305
)






Net cash used by financing activities


(248,007
)


(20,313
)


(72,323
)Net (decrease) increase in cash and cash equivalents


(132,527
)


325,796



73,161Cash and cash equivalents at beginning of period


585,930



260,134



186,973Cash and cash equivalents at end of period

$
453,403


$
585,930


$
260,134Supplemental disclosures of cash flow information:Income taxes paid (refunded)

$
60,232


$
(6,846
)

$
32,710Supplemental schedule of noncash investing and financing
    activities:Increase (decrease) in property and equipment through accrued
    purchases


1,379



(7,525
)


(11,079
)Increase (decrease) in investment securities through short-term
    investments


(6,850
)


6,850



Increase in property and equipment through assumption of capital
    leases


4,990







    33




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Summary
    of Significant Accounting Policies  Description
    of Business and Basis of Presentation
    Fiscal Year

Ended

Weeks2014

February 1, 2014

522013

February 2, 2013

532012

January 28, 2012

522011

January 29, 2011

522010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

53     Use of
    Estimates
      Revenues
   34




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Merchandise Areas

Fiscal Year 2011


Fiscal Year 2010


Fiscal Year 2009Womens


35
%


36
%


37
%Cosmetics, Shoes and Accessories


33
%


33
%


31
%Mens


17
%


16
%


16
%Home


9
%


9
%


10
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%       Cost of
    Goods Sold
    Selling,
    General and Administrative Expenses
  10-year
  Gift
    Cards
   35




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Recoverability
    of Long-Lived Assets
    Cash
    Equivalents
    Short-term
    Investments
    Merchandise
    Inventory
  cost-to-retail
  Investment
    Securities
  available-for-sale available-for-sale
 36




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment, Net
    Goodwill
    and Intangibles
      Rent
    Expense
    Vendor
    Allowances
      
    Advertising allowances  Represents reimbursement of
    advertising costs initially funded by the Company. Amounts are
    recognized as a reduction to SG&A expenses in the period
    that the advertising expense is incurred.
    Markdown allowances  Represents reimbursement for the
    cost of markdowns to the selling price of the vendors
    merchandise. Amounts are recognized as a reduction to cost of
    goods sold in the later of the period 37




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  that the merchandise is marked down or the reimbursement is
    negotiated. Amounts received prior to recognizing the markdowns
    are recorded as a reduction to the cost of inventory.  
    Payroll allowances  Represents reimbursement for
    payroll costs. Amounts are recognized as a reduction to
    SG&A expenses in the period that the payroll cost is
    incurred.  Pension
    and Postretirement Obligations
    Stock
    Based Compensation
    Self
    Insurance Reserves
      Income
    Taxes
     38




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Derivative
    Financial Instruments
      (2)
    Goodwill
    and Intangibles   39




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 29,


January 30,2011


2010(Dollars in thousands)Amortizing intangible assets:Favorable lease intangibles

$
9,960


$
10,160Accumulated amortization  favorable lease intangibles


(3,368
)


(2,586
)Credit card and customer list intangibles


18,746



18,746Accumulated amortization  credit card and customer
    listintangibles


(12,913
)


(10,813
)Other intangibles


7,852



7,951Accumulated amortization  other intangibles


(6,131
)


(5,870
)Net amortizing intangible assets

$
14,146


$
17,588Amortizing intangible liabilities:Unfavorable lease intangibles

$
(26,347
)

$
(30,453
)Accumulated amortization  unfavorable lease
    intangibles


6,394



6,579Net amortizing intangible liabilities

$
(19,953
)

$
(23,874
)     (3)
    Other
    Asset Impairment and Exit Costs        January 29,


January 30,2011


2010(Dollars in thousands)Balance, beginning of year

$
8,821


$
7,044Charges and adjustments


1,857



2,858Utilization/payments


(1,783
)


(1,081
)Balance, end of year

$
8,895


$
8,821  40




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (4)
    Accumulated
    Other Comprehensive Loss    January 29,


January 30,2011


2010(Dollars in thousands)Unrealized loss on interest rate swaps, net of $2,119 and $2,789
    of incometaxes as of January 29, 2011 and January 30, 2010,
    respectively

$
(3,268
)

$
(4,614
)Defined benefit plans, net of $83,348 and $90,721 of income
    taxes as ofJanuary 29, 2011 and January 30, 2010, respectively


(138,077
)


(151,815
)Accumulated other comprehensive loss

$
(141,345
)

$
(156,429
)   (5)
    Accounts
    Receivable, Net    January 29,


January 30,2011


2010(Dollars in thousands)Accounts receivable from vendors

$
12,322


$
9,283Credit card accounts receivable


16,428



9,381Other receivables


2,369



3,763Accounts receivable, net

$
31,119


$
22,427   (6)
    Investments  Held-to-maturity held-to-maturity available-for-sale
  other-than-temporary other-than-temporary other-than-temporary
 41




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (7)
    Property
    and Equipment, net    Estimated

January 29,


January 30,Lives

2011


2010(In Years)

(Dollars in thousands)Land



$
51,173


$
58,494Buildings

primarily 15-31.5


1,071,126



1,044,520Furniture, fixtures and equipment

3-20


1,117,326



1,083,214Property under capital leases

5-20


63,943



56,777Construction in progress




1,977



12,0612,305,545



2,255,066Less accumulated depreciation and amortization




(1,354,425
)


(1,245,816
)Property and equipment, net



$
951,120


$
1,009,250     (8)
    Sale of
    Properties     42




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (9)
    Accrued
    Liabilities    January 29,


January 30,2011


2010(Dollars in thousands)Salaries, wages and employee benefits

$
44,665


$
44,696Gift card liability


32,143



30,049Accrued capital expenditures


3,219



1,723Taxes, other than income


17,973



17,793Rent


7,518



6,719Sales returns allowance


10,950



9,677Interest


7,664



7,769Store closing reserves


2,020



6,275Self insurance reserves


7,494



6,292Advertising


5,118



5,774Other


23,080



18,881Accrued Liabilities

$
161,844


$
155,648   (10)
    Borrowings    January 29,


January 30,2011


2010(Dollars in thousands)Credit facility term loan

$
125,000


$
325,000Senior notes


375,000



325,000Capital lease agreements through August 2020


21,459



21,076State bond facility


17,780



17,780539,239



688,856Less current installments


(4,426
)


(3,419
)Long-term debt and capital lease obligations, excluding current
    installments

$
534,813


$
685,437        43




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-year
  20-year
       44




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Retirement
    Obligations and Other Noncurrent Liabilities    January 29,


January 30,2011


2010(Dollars in thousands)Pension liability

$
99,343


$
172,663Deferred compensation plans


32,241



31,234Post-retirement benefits


20,458



22,249Supplemental executive retirement plans


24,033



23,029Deferred gain on sale/leaseback


23,440



26,069Unfavorable lease liability


18,015



22,169Deferred rent


28,621



26,558Self-insurance reserves


11,170



11,278Developer incentive liability


9,008



9,826Income tax reserves


19,120



17,224Other noncurrent liabilities


14,115



8,274Retirement obligations and other noncurrent liabilities

$
299,564


$
370,573   (12)
    Leases      Fiscal Year

Capital


Operating(Dollars in thousands)2012


5,819



71,7822013


5,806



68,4472014


4,433



59,5192015


3,566



51,9762016


2,350



43,250After 2016


4,203



276,063Total


26,177



571,037Less sublease rental income






(13,037
)Net rentals


26,177


$
558,000Less imputed interest


(4,718
)Present value of minimum lease payments


21,459Less current portion


(4,426
)Noncurrent portion of the present value of minimum lease payments

$
17,033    45




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009(Dollars in thousands)Buildings:Minimum rentals

$
74,141


$
76,218


$
76,512Contingent rentals


3,239



2,614



3,066Sublease rental income


(2,326
)


(2,383
)


(2,307
)Equipment


1,988



2,133



2,008Total net rental expense

$
77,042


$
78,582


$
79,279   (13)
    Income
    Taxes    Fiscal Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009(Dollars in thousands)Current:Federal

$
32,758


$
36,438


$
(644
)State


2,032



3,598



(6,110
)34,790



40,036



(6,754
)Deferred:Federal


29,792



(9,437
)


(69,476
)State


3,661



(545
)


5,91433,453



(9,982
)


(63,562
)Income taxes

$
68,243


$
30,054


$
(70,316
)     Fiscal Year EndedJanuary 29,


January 30,


January 31,2011


2010


2009(Dollars in thousands)Income tax at the statutory federal rate

$
68,555


$
34,016


$
(99,148
)State income taxes, net of federal


3,930



744



(1,244
)Goodwill impairment










32,835Increase in cash surrender value of officers life insurance


(4,178
)


(4,619
)


(2,915
)Net increase (decrease) in uncertain tax positions


(485
)


735



(4,807
)Change in valuation allowances for prior years










4,938Other


421



(822
)


25Income taxes

$
68,243


$
30,054


$
(70,316
)  46




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 29,


January 30,2011


2010(Dollars in thousands)Deferred tax assets:Prepaid pension costs

$
24,517


$
48,912Benefit plan costs


31,740



31,868Store closing and other reserves


20,620



15,473Inventory capitalization


6,123



5,855Tax carryovers


14,308



13,305Interest rate swaps


2,007



2,758Prepaid rent


10,995



10,068Goodwill


55,384



61,231Intangibles


12,451



13,173Other


8,909



11,950Gross deferred tax assets


187,054



214,593Less valuation allowance


(20,996
)


(19,899
)Net deferred tax assets


166,058



194,694Deferred tax liabilitiesProperty and equipment


52,716



49,753Intangibles


6,495



6,842Inventory


42,597



35,788Investment securities






Other


328



563Gross deferred tax liabilities


102,136



92,946Net deferred tax assets

$
63,922


$
101,748        47




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        January 29,


January 30,2011


2010(Dollars in thousands)Balance, beginning of year

$
18,958


$
21,567Additions for tax positions from prior years


1,245



7,429Reductions for tax positions from prior years


(227
)


(382
)Additions for tax positions related to the current year


3,599



1,500Settlement payments






(11,156
)Balance, end of year

$
23,575


$
18,958         (14)
    Pension,
    SERP and Postretirement Benefits       48




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 29,


January 30,


January 29,


January 30,


January 29,


January 30,2011


2010


2011


2010


2011


2010(Dollars in thousands)Change in projected benefit obligation:Benefit obligation at beginning of year

$
466,741


$
429,863


$
11,352


$
10,279


$
24,808


$
26,704Service cost










73



126



150



133Interest cost


26,069



26,433



618



629



1,360



1,624Actuarial (gains) losses


11,347



36,547



1,117



1,584



(651
)


(892
)Benefits paid


(26,990
)


(26,102
)


(1,355
)


(1,266
)


(2,632
)


(2,761
)Benefit obligation at end of year


477,167



466,741



11,805



11,352



23,035



24,808Change in plan assets:Fair value of plan assets at beginning of year


294,078



217,546















Actual return on plan assets


51,736



58,634















Contributions to plan


59,000



44,000



1,355



1,266



2,632



2,761Benefits paid


(26,990
)


(26,102
)


(1,355
)


(1,266
)


(2,632
)


(2,761
)Fair value of plan assets at end of year


377,824



294,078















Funded Status


(99,343
)


(172,663
)


(11,805
)


(11,352
)


(23,035
)


(24,809
)Unrecognized net transition obligation


















456



706Unrecognized prior service costs






















Unrecognized net loss


218,670



239,870



2,560



1,594



(263
)


366Net prepaid (accrued)

$
119,327


$
67,207


$
(9,245
)

$
(9,758
)

$
(22,842
)

$
(23,737
)       Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 29,


January 30,


January 29,


January 30,


January 29,


January 30,2011


2010


2011


2010


2011


2010(Dollars in thousands)Accrued liabilities

$



$



$
1,230


$
1,326


$
2,579


$
2,560Deferred income tax assets


82,342



89,743



873



546



133



432Retirement obligations and other noncurrent liabilities


99,343



172,663



10,575



10,026



20,458



22,249Accumulated other comprehensive loss


(136,328
)


(150,127
)


(1,687
)


(1,048
)


(62
)


(640
)   49




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension Benefits


Old SERP Plan


Postretirement BenefitsJanuary 29,


January 30,


January 29,


January 30,


January 29,


January 30,2011


2010


2011


2010


2011


2010(Dollars in thousands)Obligation and funded status atJanuary 29, 2011 and January 30, 2010, respectively:Projected benefit obligation

$
477,167


$
466,741


$
11,805


$
11,352


$
23,035


$
24,808Accumulated benefit obligation


477,167



466,741



10,861



10,583



N/A



N/AFair value of plan assets


377,824



294,078















     Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 29,


January 30,


January 29,


January 30,


January 29,


January 30,2011


2010


2011


2010


2011


2010(Dollars in thousands)Net actuarial loss

$
(136,328
)

$
(150,127
)

$
(1,687
)

$
(1,048
)

$
210


$
(197
)Prior service cost






















Transition obligation


















(272
)


(443
)$
(136,328
)

$
(150,127
)

$
(1,687
)

$
(1,048
)

$
(62
)

$
(640
)     Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 29,


January 30,


January 29,


January 30,


January 29,


January 30,2011


2010


2011


2010


2011


2010(Dollars in thousands)Adjustment to minimum liability

$
9,236


$
(13
)

$
(734
)

$
(1,045
)

$
426


$
588Effect of pension curtailment charge






1,778















Amortization of unrecognized items:Net transition obligation


















171



173Prior service cost






243















Net losses


4,563



7,717



95







(19
)


25$
13,799


$
9,725


$
(639
)

$
(1,045
)

$
578


$
786     Pension Plan

Old SERP Plan

Postretirement PlanMeasurement Date

Measurement Date

Measurement Date1/29/11

1/30/10

1/29/11

1/30/10

1/29/11

1/30/10Discount rates


5.500
%


5.750
%


5.500
%


5.750
%


5.500
%


5.750
%Rates of compensation increase


N/A



N/A



4.0



4.0



N/A



N/A  50




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Plan


Old SERP Plan


Postretirement PlanJanuary 29,


January 30,


January 31,


January 29,


January 30,


January 31,


January 29,


January 30,


January 31,2011


2010


2009


2011


2010


2009


2011


2010


2009Discount rates


5.750
%


6.375
%


6.125
%


5.750
%


6.375
%


6.125
%


5.750
%


6.375
%


6.125
%Rates of compensation increase


N/A



4.0



4.0



4.0



4.0



4.0



N/A



N/A



N/AReturn on plan assets


8.00



8.00



8.25



N/A



N/A



N/A



N/A



N/A



N/A           Percentage of Plan Assets at Measurement DateJanuary 29,


January 30,


January 31,Target Allocation


2011


2010


2009Domestic equity securities


40-55
%


48
%


50
%


45
%International equity securities


10-15
%


14
%


12
%


12
%Fixed Income


30-45
%


35
%


34
%


39
%Private Equity


0-5
%


2
%


2
%


3
%Cash






1
%


2
%


1
%Total


100
%


100
%


100
%


100
%  51




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fair Value Measurement at Reporting Date Using





Fair Value Measurement at Reporting Date UsingQuoted Prices in


Significant Other


Significant





Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


Unobservable





Active Markets for


Observable


UnobservableJanuary 29,


Identical Assets


Outputs


Inputs


January 30,


Identical Assets


Outputs


InputsDescription

2011


(Level 1)


(Level 2)


(Level 3)


2010


(Level 1)


(Level 2)


(Level 3)(Dollars in thousands)


(Dollars in thousands)Cash and cash equivalents

$
9,647


$



$
9,647


$



$
8,075


$
237


$
7,838


$
Equity securitiesInternational companies


14,060



14,060











2,181



2,181







U.S. companies (a)


92,336



92,336











134,138



134,138







Fixed income securitiesCorporate bonds


20,335







20,335







3,397







3,397



Government securities


63,204







63,204







15,571







15,571



Mortgage backed securities


2,075







2,075







402







402



Municipal bonds


640







640



















Mutual funds


169,720



53,620



116,100







124,157



86,033



38,124



Private equity


5,560











5,560



5,640











5,640Exchange traded limited partnership units


247



247











517



517







Total assets measured at fair value

$
377,824


$
160,263


$
212,001


$
5,560


$
294,078


$
223,106


$
65,332


$
5,640     (a)
    
    The U.S. equity securities consist of large cap companies, mid
    cap companies and small cap companies of $56.3 million,
    $20.5 million and $15.5 million, respectively, in
    fiscal year 2011, and $95.0 million, $19.8 million and
    $19.3 million, respectively, in fiscal year 2010.    Cash equivalents and mutual funds
 52




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investments in corporate bonds, municipal bonds and
    government securities
  Mortgage backed securities
      (Dollars in thousands)Balance as of January 31, 2009

$
7,188Calls of private equity investments


180Total losses realized/unrealized included in plan earnings


(1,261
)Distributions of private equity investments


(467
)Balance as of January 30, 2010

$
5,640Calls of private equity investments


476Total gains realized/unrealized included in plan earnings


402Distributions of private equity investments


(958
)Balance as of January 29, 2011

$
5,560     Fiscal Year

Pension Plan


Old SERP Plan


Postretirement Plan(Dollars in thousands)2012

$
27,710


$
1,263


$
2,6482013


27,726



1,227



2,5102014


27,919



1,192



2,4252015


28,170



1,158



2,2932016


28,379



1,125



2,1882017  2021


146,703



5,970



10,220    53




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year EndedPension Plan


Old SERP Plan


Postretirement PlanJanuary 29,


January 30,


January 31,


January 29,


January 30,


January 31,


January 29,


January 30,


January 31,2011


2010


2009


2011


2010


2009


2011


2010


2009(Dollars in thousands)Service cost

$



$



$
3,095


$
73


$
126


$
189


$
150


$
133


$
133Interest cost


26,069



26,433



24,577



618



629



728



1,360



1,624



1,629Expected return on assets


(26,202
)


(22,107
)


(23,584
)






















Amortization of unrecognized items:Net transition obligation


























262



262



262Prior service cost






371



495







1



1











Net losses (gains)


7,010



11,806



9,887



144







217



(30
)


39



16Annual benefit expense

$
6,877


$
16,503


$
14,470


$
835


$
756


$
1,135


$
1,742


$
2,058


$
2,040Curtailment (gain)/loss






2,719



























Total expense

$
6,877


$
19,222


$
14,470


$
835


$
756


$
1,135


$
1,742


$
2,058


$
2,040     PostretirementPension Benefits


Old SERP Plan


Benefits(Dollars in thousands)Amortization of actuarial loss (gain)

$
7,867


$
256


$
(138
)Amortization of transition obligation










262Total recognized from other comprehensive income

$
7,867


$
256


$
124   (15)
    Other
    Employee Benefits       54




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (16)
    Stock-Based
    Compensation        Performance
    Based Stock Award Programs
     55




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-AverageGrant Date FairShares


Value per Share(Shares in thousands)Non-vested at January 30, 2010






Granted


339


$
26.00Changes in Performance Estimates


176



26.00Vested






26.00Forfeited


(10
)


26.00Non-vested at January 29, 2011


505


$
26.00        56




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (17)
    Purchase
    Obligations      (18)
    Earnings
    Per Share      January 29,


January 30,


January 31,2011


2010


2009Basic Shares


46,921,875



48,450,401



49,010,509Dilutive contingently-issuable non-vested share awards


83,840







Dilutive contingently-issuable vested share awards


5,818



2,059



Diluted Shares


47,011,533



48,452,460



49,010,509     (19)
    Fair
    Value Measurements   57




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    available-for-sale held-to-maturity.
      Fair Value at January 29, 2011

Fair Value at January 30, 2010Description

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total(Dollars in thousands)Interest rate swap liability

$



$
5,388


$



$
5,388


$



$
7,403


$



$
7,403     Property and Equipment(Dollars in thousands)Measured as of January 29, 2011:Carrying amount

$
6,828Fair value measurement


950Impairment charge recognized


(5,878
)Measured as of January 30, 2010:Carrying amount

$
48,567Fair value measurement


10,052Impairment charge recognized


(38,515
)  58




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 29, 2011


January 30, 2010Carrying


Fair


Carrying


FairValue


Value


Value


Value(Dollars in thousands)Financial assetsAuction rate security

$
6,150


$
6,150


$
9,350


$
9,350Financial liabilitiesLong-term debt (excluding capitalized leases)

$
517,780


$
520,036


$
667,780


$
647,287       (20)
    Stockholders
    Equity    non-Class A
       59




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (21)
    Selected
    Quarterly Financial Data 
    (unaudited)    Three Months EndedJanuary 29,


October 30,


July 31,


May 1,2011


2010


2010


2010(In thousands, except per share amounts)Revenues

$
1,175,109


$
746,556


$
787,697


$
803,913Gross profit(1)


405,997



230,749



255,631



267,362Net income (loss)


95,075



(4,239
)


12,449



24,343Basic income (loss) per share


2.05



(0.09
)


0.27



0.50Diluted income (loss) per share


2.04



(0.09
)


0.27



0.50   Three Months EndedJanuary 30,


October 31,


August 1,


May 2,2010


2009


2009


2009(In thousands, except per share amounts)Revenues

$
1,097,109


$
727,988


$
760,261


$
760,894Gross profit(1)


376,118



231,515



237,893



228,801Net income


56,736



446



9,410



544Basic income per share


1.17



0.01



0.19



0.01Diluted income per share


1.17



0.01



0.19



0.01     (1)
    
    Gross profit represents revenues less cost of goods sold
    (including occupancy, distribution and buying expenses)   60




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Managements
    Report on Internal Control over Financial Reporting
        Internal Control-Integrated Framework. Internal Control-Integrated Framework.
    Changes
    in Internal Control over Financial Reporting
   61




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  
    62




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance          Form 10-K www.belk.com
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   63




---



##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a) 1.
    Consolidated Financial Statements
                 Consolidated Financial Statement Schedules
    Exhibits
  Form 10-K
  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,
    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,
    filed on April 15, 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,
    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,
    filed on April 15, 2004).10
.1*

Belk, Inc. 2000 Incentive Stock Plan (incorporated by reference
    to Exhibit 10.13 to the Registrants Annual Report on
    Form 10-K,
    filed on April 28, 2000).10
.2*

Belk, Inc. Revised Executive Long Term Incentive Plan
    (incorporated by reference to Exhibit 10.1 of the
    Companys Quarterly Report on
    Form 10-Q,
    filed on June 12, 2008).10
.3*

Belk, Inc. CFO Incentive Plan (incorporated by reference to
    Exhibit 10.1.3 of the Companys Annual Report on
    form 10-K,
    filed on April 13, 2006). 64




---



##### Table of Contents



10
.4*

Belk, Inc. 2004 Supplemental Executive Retirement Plan
    (incorporated by reference to Exhibit 10.2 of the
    Companys Annual Report on
    Form 10-K,
    filed on April 15, 2004).10
.5*

Belk, Inc. 2010 Incentive Stock Plan (incorporated by reference
    to Exhibit A to the Companys Definitive Proxy
    Statement, filed on April 21, 2010).10
.6*

Belk, Inc.
    2011-2013
    Stretch Incentive Plan.10
.7*

Belk, Inc. Annual Incentive Plan (incorporated by reference to
    Exhibit 10.3 of the Companys Annual Report on
    Form 10-K,
    filed on April 14, 2005).10
.8*

Transition Agreement, dated as of June 23, 2009, by and
    between Belk, Inc. and H.W. McKay Belk (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-Q,
    filed on September 9, 2009).10
.9

Note Purchase Agreement, dated as of August 31, 2007, by
    and among Belk, Inc. and certain subsidiaries of Belk, Inc., as
    obligors, and the purchasers referred to therein (incorporated
    by reference to Exhibit 10.1 of the Companys Current
    Report on
    Form 8-K,
    filed on September 7, 2007).10
.10

Note Purchase Agreement, dated as of July 12, 2005, by and
    among Belk, Inc. and certain subsidiaries of Belk, Inc., as
    obligors, and the purchasers referred to therein (incorporated
    by reference to the Companys Current Report on
    Form 8-K
    filed on July 18, 2005).10
.11

Form of Third Amendment 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 (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q,
    filed on December 8, 2010).10
.12

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 (incorporated
    by reference to Exhibit 10.2 of the Companys
    Quarterly Report on
    Form 10-Q,
    filed on December 8, 2010).14
.1

Belk, Inc. Code of Ethics for Senior Executive and Financial
    Officers (incorporated by reference to Exhibit 14.1 of the
    Companys Annual Report on
    Form 10-K,
    filed on April 14, 2004).21
.1

Subsidiaries.23
.1

Consent of KPMG LLP.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.     *
    
    Identifies each management contract or compensatory plan
    required to be filed. 65




---



##### Table of Contents



SIGNATURES
    
  By:
    /s/  THOMAS
    M. BELK, JR.  Thomas M. Belk, Jr.
 Chairman of the Board and
    Chief
 Executive Officer
    Signature

Title/s/  THOMAS
    M. BELK, JR.Thomas
    M. Belk, Jr.

Chairman of the Board, Chief Executive Officer
    (Principal Executive Officer) and Director/s/  H.
    W. MCKAY BELKH.
    W. McKay Belk

Vice Chairman of the Board and Director/s/  JOHN
    R. BELKJohn
    R. Belk

President, Chief Operating Officer and Director/s/  J.
    KIRK GLENN, JR.J.
    Kirk Glenn, Jr.

Director/s/  JERRI
    L. DEVARDJerri
    L. DeVard

Director/s/  ELIZABETH
    VALK LONGElizabeth
    Valk Long

Director/s/  THOMAS
    C. NELSONThomas
    C. Nelson

Director/s/  JOHN
    R. THOMPSONJohn
    R. Thompson

Director/s/  JOHN
    L. TOWNSEND, IIIJohn
    L. Townsend, III

Director/s/  BRIAN
    T. MARLEYBrian
    T. Marley

Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  RODNEY
    F. SAMPLESRodney
    F. Samples

Vice President and Controller
    (Principal Accounting Officer)  66