##### 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 30, 2010ORo

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
  o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(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


102.

Properties


103.

Legal Proceedings


114.

Reserved


11Part II5.

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


126.

Selected Financial Data


137.

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


137A.

Quantitative and Qualitative Disclosures About
    Market Risk


268.

Financial Statements and Supplementary Data


279.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


639A.

Controls and Procedures


639B.

Other Information


65Part III10.

Directors, Executive Officers and Corporate
    Governance


6511.

Executive Compensation


6512.

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


6513.

Certain Relationships and Related Transactions,
    and Director Independence


6514.

Principal Accountant Fees and Services


66PART IV15.

Exhibits and Financial Statement Schedules


66EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



PART I  Item 1.
    Business  General
      Fiscal Year

Ended

Weeks2011

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.
  Business
    Strategy
   2




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##### Table of Contents



Growth
    Strategy
      New
    Stores
  Size (Selling

Opening

New or ExistingLocation

Sq. Ft.)

Date

MarketNewnan, GA (The Forum Ashley Park)


109,369



3/11/09


ExistingWinder, GA (Barrow Crossing)


66,901



3/11/09


NewRichmond, KY (Richmond Centre)


66,957



3/11/09


New  3




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##### Table of Contents



Store
    Expansions
  Expanded Size

CompletionLocation

(Selling Sq. Ft)

DateKnoxville, TN (Turkey Creek)


92,412



5/6/09Ashland, KY (Ashland Town Center)


83,467



6/3/09Hilton Head Island, SC (Shelter Cove)


88,818



10/14/09     Merchandising
          Marketing
    and eCommerce
  one-to-one
   4




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##### Table of Contents



Gift
    Cards
    Salons
    and Spas
    Belk Gift
    Registry
    Belk
    Proprietary Charge Programs
    Systems
    and Technology
   5




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##### Table of Contents



Inventory
    Management and Logistics
  direct-to-consumer
  Non-Retail
    Businesses
    Industry
    and Competition
    Trademarks
    and Service Marks
    Seasonality
    and Quarterly Fluctuations
    Associates
   6




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##### Table of Contents



Where You
    Can Find More Information
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors        General
    Economic, Political and Business Conditions
    Debt
    Covenants
   7




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##### Table of Contents



Anticipating
    Customer Demands
    Effects
    of Weather
    Seasonal
    Fluctuations
    Highly
    Competitive Industry
    Advertising,
    Marketing and Promotional Campaigns
    Merchandise
    Sourcing
   8




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##### Table of Contents



Credit
    Card Operations
  10-year
  Inventory
    Levels
    Expense
    Management
    Store
    Growth
    Logistics,
    Distribution and Information Technology
    eCommerce
   9




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##### Table of Contents



Integrating
    and Operating Acquired Stores
    Outsourcing
    Certain Business Support Relationships
    Other
    Factors
    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    10




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##### 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   11




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities     12




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year EndedJanuary 30,

January 31,

February 2,

February 3,

January 28,2010

2009

2008

2007

2006(Dollars in thousands, except per share amounts)SELECTED STATEMENT OF INCOME DATA:Revenues

$
3,346,252


$
3,499,423


$
3,824,803


$
3,684,769


$
2,968,777Cost of goods sold


2,271,925



2,430,332



2,636,888



2,451,171



1,977,385Goodwill impairment






326,649











Depreciation and amortization expense


158,388



165,267



159,945



142,618



113,945Operating income (loss)


147,441



(232,643
)


198,117



323,719



258,501Income (loss) before income taxes


97,190



(283,281
)


138,644



279,050



213,555Net income (loss)


67,136



(212,965
)


95,740



181,850



136,903Basic and diluted net income (loss) per share


1.39



(4.35
)


1.92



3.59



2.65Cash dividends per share


0.200



0.400



0.400



0.350



0.315SELECTED BALANCE SHEET DATA:Accounts receivable, net(1)


22,427



34,043



65,987



61,434



43,867Merchandise inventory


775,342



828,497



932,777



931,870



703,609Working capital


986,234



808,031



750,547



679,822



649,711Total assets


2,582,575



2,503,588



2,851,315



2,845,524



2,437,171Long-term debt and capital lease obligations


688,856



693,190



722,141



734,342



590,901Stockholders equity


1,094,295



1,032,027



1,388,726



1,326,022



1,194,827SELECTED OPERATING DATA:Number of stores at end of period


305



307



303



315



276Comparable store net revenue increase (decrease)
    (on a 52 versus 52 week basis)


(4.6
)%


(8.7
)%


(1.1
)%


4.5
%


1.2
%     (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 the current year,
    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 2010
    and 2009.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      Fiscal Year

Ended

Weeks2011

January 29, 2011

522010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

53    13




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##### Table of Contents



eCommerce
   14




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##### Table of Contents



Results
    of Operations
    Fiscal Year EndedJanuary 30,

January 31,

February 2,2010

2009

2008SELECTED FINANCIAL DATARevenues


100.0
%


100.0
%


100.0
%Cost of goods sold


67.9



69.4



68.9Selling, general and administrative expenses


26.5



27.1



25.7Goodwill impairment






9.3



Gain on sale of property and equipment


0.1



0.1



0.1Other asset impairment and exit costs


1.2



0.9



0.3Pension curtailment charge


0.1







Operating income (loss)


4.4



(6.6
)


5.2Interest expense


1.5



1.6



1.7Interest income






0.1



0.2Income tax expense (benefit)


0.9



(2.0
)


1.1Net income (loss)


2.0



(6.1
)


2.5SELECTED OPERATING DATA:Selling square footage (in thousands)


23,400



24,203



23,937Store revenues per selling sq. ft.

$
143


$
145


$
160Comparable store net revenue increase (decrease)
    (on a 52 versus 52 week basis)


(4.6
)%


(8.7
)%


(1.1
)%Number of storesOpened


3



8



11Combined Stores










(4
)Closed


(5
)


(4
)


(19
)Total  end of period


305



307



303       Fiscal Year


Fiscal Year


Fiscal YearMerchandise Areas

2010


2009


2008Womens


36
%


37
%


37
%Cosmetics, Shoes and Accessories


33
%


31
%


30
%Mens


16
%


16
%


17
%Home


9
%


10
%


10
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%   Comparison
    of Fiscal Years Ended January 30, 2010 and January 31,
    2009
  Revenues.
 15




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##### Table of Contents



Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
  Goodwill impairment.
  Gain on sale of property and equipment.
  Other Asset Impairment and Exit Costs.
  Pension curtailment charge.
  Interest Expense.
  Interest Income.
  Income tax expense (benefit).
 16




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##### Table of Contents



Comparison
    of Fiscal Years Ended January 31, 2009 and February 2,
    2008
  Revenues.
  Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
  Goodwill impairment.
  Gain on sale of property and equipment.
  Other Asset Impairment and Exit Costs.
  Interest Expense.
  Interest Income.
  Income tax expense (benefit).
 17




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##### Table of Contents



Seasonality
    and Quarterly Fluctuations
      2010

2009

2008First quarter


22.7
%


23.4
%


23.6
%Second quarter


22.7



23.7



23.0Third quarter


21.8



21.2



21.1Fourth quarter


32.8



31.7



32.3     Liquidity
    and Capital Resources
       18




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##### Table of Contents



20-year
                 19




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##### Table of Contents



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

$
667,780


$



$
425,000


$



$
242,780Estimated Interest Payments on Debt(a)


132,946



29,496



47,809



27,187



28,454Capital Lease Obligations


21,076



3,419



6,365



5,782



5,510Operating Leases(b)


602,160



71,209



128,507



99,564



302,880Purchase Obligations(c)


176,613



70,366



93,063



13,184



Total Contractual Cash Obligations

$
1,600,575


$
174,490


$
700,744


$
145,717


$
579,624   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


60,113



60,113











Total Commercial Commitments

$
95,489


$
78,340


$
17,149


$



$
     (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 2.25% to 6.5% 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.     20




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  105-10
  2010-06, 820-10, and/or 2010-06 2010-06 2010-06.
  2009-05, 820-10, 2009-5
  715-20 715-20.
  825-10 825-10.
 21




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##### Table of Contents



ASC 320-10 other-than-temporary 320-10.
  820-10-65-4, 820-10-65-4.
  820-10-65-1, 820-10-65-1
  Impact of
    Inflation or Deflation
    Critical
    Accounting Policies
          Inventory Valuation. cost-to-retail
 22




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##### Table of Contents



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.
  Goodwill and Intangibles.
    Rent Expense.
  Useful Lives of Depreciable Assets.
 23




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##### Table of Contents



Recoverability of Long-Lived Assets.
  Store Closing Reserves. and/or
  Customer Loyalty Programs.
  Pension and Postretirement Obligations.
         24




---



##### Table of Contents



Self Insurance Reserves.
  Income Taxes.
        Derivative Financial Instruments.
  Stock Based Compensation.
  Finance Income. 10-year
 25




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk     26




---



##### Table of Contents



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


28Consolidated Statements of Income


29Consolidated Balance Sheets


30Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income


31Consolidated Statements of Cash Flows


32Notes to Consolidated Financial Statements


33  27




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Section 740-10-25,
    
    28




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(Dollars in thousands, except share and per
    share amounts)
  Fiscal Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008Revenues

$
3,346,252


$
3,499,423


$
3,824,803Cost of goods sold (including occupancy, distribution and buying
    expenses)


2,271,925



2,430,332



2,636,888Selling, general and administrative expenses


886,263



947,602



982,425Goodwill impairment






326,649



Gain on sale of property and equipment


2,011



4,116



3,393Other asset impairment and exit costs


39,915



31,599



10,766Pension curtailment charge


2,719







Operating income (loss)


147,441



(232,643
)


198,117Interest expense


(51,321
)


(55,512
)


(65,980
)Interest income


1,027



4,670



7,607Gain (loss) on investments


43



204



(1,100
)Income (loss) before income taxes


97,190



(283,281
)


138,644Income tax expense (benefit)


30,054



(70,316
)


42,904Net income (loss)

$
67,136


$
(212,965
)

$
95,740Basic and diluted net income (loss) per share

$
1.39


$
(4.35
)

$
1.92Weighted average shares outstanding:Basic


48,450,401



49,010,509



49,749,689Diluted


48,452,460



49,010,509



49,784,635    29




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Dollars in thousands)
  January 30,


January 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
585,930


$
260,134Short-term investments


2,500



10,250Accounts receivable, net


22,427



34,043Merchandise inventory


775,342



828,497Property held for sale






750Prepaid income taxes, expenses and other current assets


24,902



30,705Total current assets


1,411,101



1,164,379Investment securities


6,850



1,074Property and equipment, net


1,009,250



1,169,150Deferred income taxes


117,827



128,829Other assets


37,547



40,156Total assets

$
2,582,575


$
2,503,588LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
243,995


$
205,227Accrued liabilities


125,599



118,045Accrued income taxes


35,775



593Deferred income taxes


16,079



27,997Current installments of long-term debt and capital lease
    obligations


3,419



4,486Total current liabilities


424,867



356,348Long-term debt and capital lease obligations, excluding current
    installments


685,437



688,704Interest rate swap liability


7,403



8,182Retirement obligations and other noncurrent liabilities


370,573



418,327Total liabilities


1,488,280



1,471,561Stockholders equity:Preferred stock






Common stock, 400 million shares authorized and 48.3 and
    48.8 million shares issued and outstanding as of
    January 30, 2010 and January 31, 2009, respectively


483



488Paid-in capital


451,278



456,858Retained earnings


798,963



741,579Accumulated other comprehensive loss


(156,429
)


(166,898
)Total stockholders equity


1,094,295



1,032,027Total liabilities and stockholders equity

$
2,582,575


$
2,503,588    30




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##### 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 3, 2007


49,991


$
500


$
507,127


$
901,378


$
(82,983
)

$
1,326,022Comprehensive income:Net income














95,740







95,740Unrealized loss on investments, net of $379 income taxes


















(639
)


(639
)Unrealized loss on interest rate swaps, net of $2,109 income
    taxes


















(3,553
)


(3,553
)Reclassification adjustment for interest rate swap dedesignation
    included in net income, net of $7 income taxes


















(51
)


(51
)Defined benefit expense, net of $11,416 income taxes


















19,230



19,230Total comprehensive income






















110,727Cash dividends














(20,097
)






(20,097
)Issuance of stock-based compensation










(2,322
)










(2,322
)Stock-based compensation expense










(1,939
)










(1,939
)Adoption of ASC 740 adjustment














185







185Common stock issued


359



4



372











376Repurchase and retirement of common stock


(781
)


(8
)


(24,218
)










(24,226
)Balance 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
)

$
1,094,295    31




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands)
  Fiscal Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008Cash flows from operating activities:Net income (loss)

$
67,136



(212,965
)

$
95,740Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Goodwill impairment






326,649



Other asset impairment and exit costs


39,915



31,599



10,766Deferred income tax (benefit) expense


(9,982
)


(63,562
)


11,357Depreciation and amortization expense


158,388



165,267



159,945Stock-based compensation expense


180



314



(1,939
)Pension curtailment charge


2,719







(Gain) loss on sale of property and equipment


618



(1,487
)


(1,297
)Amortization of deferred gain on sale and leaseback


(2,629
)


(2,629
)


(2,096
)(Gain) loss on sale of investments


(43
)


(204
)


1,100Investment securities contribution expense


1,889







(Increase) decrease in:Accounts receivable, net


11,616



31,565



(4,233
)Merchandise inventory


53,155



104,280



(907
)Prepaid income taxes, expenses and other assets


4,361



(6,050
)


6,392Increase (decrease) in:Accounts payable and accrued liabilities


52,746



(80,095
)


(80,151
)Accrued income taxes


35,182



(25,387
)


3,294Retirement obligations and other liabilities


(27,856
)


(1,994
)


17,039Net cash provided by operating activities


387,395



265,301



215,010Cash flows from investing activities:Purchases of property and equipment


(42,326
)


(129,282
)


(202,668
)Proceeds from sales of property and equipment


140



19,715



54,682Purchases of short-term investments






(17,750
)


(564,580
)Proceeds from sales of short-term investments


900



7,500



564,580Net cash used by investing activities


(41,286
)


(119,817
)


(147,986
)Cash flows from financing activities:Proceeds from issuance of long-term debt










125,355Principal payments on long-term debt and capital lease
    obligations


(4,496
)


(29,685
)


(130,000
)Dividends paid


(9,752
)


(19,846
)


(20,097
)Repurchase and retirement of common stock


(5,950
)


(22,348
)


(24,226
)Stock compensation tax (expense) benefit


(64
)


154



2,938Cash paid for withholding taxes in lieu of stock-based
    compensation shares


(51
)


(598
)


(5,260
)Net cash used by financing activities


(20,313
)


(72,323
)


(51,290
)Net increase in cash and cash equivalents


325,796



73,161



15,734Cash and cash equivalents at beginning of period


260,134



186,973



171,239Cash and cash equivalents at end of period

$
585,930


$
260,134


$
186,973Supplemental disclosures of cash flow information:Income taxes paid (refunded)

$
(6,846
)

$
32,710


$
27,675Supplemental schedule of noncash investing and financing
    activities:Increase (decrease) in property and equipment through accrued
    purchases


(7,525
)


(11,079
)


10,332Increase (decrease) in property and equipment through assets
    held for sale


750



(750
)


(11,036
)Increase in investment securities through short-term investments


6,850







Decrease in property and equipment through adjustment of goodwill










(14,874
)Decrease in property and equipment through adjustment of capital
    lease obligation










(4,315
)Decrease in long-term debt through other current assets










(3,220
)    32




---



##### 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

Weeks2011

January 29, 2011

522010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

53     Use of
    Estimates
      Revenues
      Merchandise Areas

Fiscal Year 2010


Fiscal Year 2009


Fiscal Year 2008Womens


36
%


37
%


37
%Cosmetics, Shoes and Accessories


33
%


31
%


30
%Mens


16
%


16
%


17
%Home


9
%


10
%


10
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%  33




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cost of
    Goods Sold
    Selling,
    General and Administrative Expenses
  10-year
  Gift
    Cards
    Advertising
    Recoverability
    of Long-Lived Assets
   34




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    Equivalents
    Short-term
    Investments
  held-to-maturity
  Merchandise
    Inventory
  cost-to-retail
  Property
    Held for Sale
  held-for-sale
  Investment
    Securities
  available-for-sale available-for-sale
  Property
    and Equipment, Net
   35




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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 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. 36




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Based Compensation
    Self
    Insurance Reserves
    Income
    Taxes
          Derivative
    Financial Instruments
     37




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Accounting Standards
  105-10
  2010-06, 820-10, and/or 2010-06 2010-06 2010-06.
  2009-05, 820-10, 2009-5
  ASC 715-20 ASC 715-20.
  825-10 825-10.
  ASC 320-10 other-than-temporary 320-10.
 38




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  820-10-65-4, 820-10-65-4.
  ASC 820-10-65-1, 820-10-65-1
  (2)
    Goodwill
    and Intangibles      January 30,


January 31,2010


2009(Dollars in thousands)Amortizing intangible assets:Favorable lease intangibles

$
10,160


$
10,160Accumulated amortization  favorable lease intangibles


(2,586
)


(1,928
)Credit card and customer list intangibles


18,746



18,746Accumulated amortization  credit card and customer
    list intangibles


(10,813
)


(8,504
)Other intangibles


7,951



7,940Accumulated amortization  other intangibles


(5,870
)


(4,698
)Net amortizing intangible assets

$
17,588


$
21,716Amortizing intangible liabilities:Unfavorable lease intangibles

$
(30,453
)

$
(33,035
)Accumulated amortization  unfavorable lease
    intangibles


6,579



5,209Net amortizing intangible liabilities

$
(23,874
)

$
(27,826
)     (3)  Other
    Asset Impairment and Exit Costs
   39




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        January 30,


January 31,2010


2009(Dollars in thousands)Balance, beginning of year

$
7,044


$
7,483Charges and adjustments


2,858



879Utilization/payments


(1,081
)


(1,318
)Balance, end of year

$
8,821


$
7,044   (4)
    Accumulated
    Other Comprehensive Loss    January 30,


January 31,2010


2009(Dollars in thousands)Unrealized loss on investments, net of $287 of income taxes as
    of January 31, 2009

$



$
(482
)Unrealized loss on interest rate swaps, net of $2,789 and $3,048
    of income taxes as of January 30, 2010 and January 31,
    2009, respectively


(4,614
)


(5,135
)Defined benefit plans, net of $90,721 and $95,740 of income
    taxes as of January 30, 2010 and January 31, 2009,
    respectively


(151,815
)


(161,281
)Accumulated other comprehensive loss

$
(156,429
)

$
(166,898
)   (5)
    Accounts
    Receivable, Net      January 30,


January 31,2010


2009(Dollars in thousands)Accounts receivable from vendors

$
9,283


$
15,216Credit card accounts receivable


9,381



15,437Other receivables


3,779



3,435Less allowance for doubtful accounts


(16
)


(45
)Accounts receivable, net

$
22,427


$
34,043  40




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (6)
    Investments  Held-to-maturity
  held-to-maturity available-for-sale,
  Available-for-sale available-for-sale other-than-temporary other-than-temporary
  available-for-sale 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 30,


January 31,Lives

2010


2009(In years)

(Dollars in thousands)Land



$
58,494


$
60,645Buildings

primarily 15-31.5


1,044,520



1,047,784Furniture, fixtures and equipment

3-7


1,083,214



1,091,927Property under capital leases

5-20


56,777



56,777Construction in progress




12,061



21,4612,255,066



2,278,594Less accumulated depreciation and amortization




(1,245,816
)


(1,109,444
)Property and equipment, net



$
1,009,250


$
1,169,150     (8)
    Sale of
    Properties       42




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (9)
    Accrued
    Liabilities    January 30,


January 31,2010


2009(Dollars in thousands)Salaries, wages and employee benefits

$
44,696


$
36,229Accrued capital expenditures


1,723



10,325Taxes, other than income


17,793



15,452Rent


6,719



7,647Sales returns allowance


9,677



6,472Interest


7,769



5,533Store closing reserves


6,275



6,062Self insurance reserves


6,292



5,967Advertising


5,774



4,889Other


18,881



19,469Accrued Liabilities

$
125,599


$
118,045   (10)
    Borrowings    January 30,


January 31,2010


2009(Dollars in thousands)Credit facility term loan

$
325,000


$
325,000Senior notes


325,000



325,000Capital lease agreements through August 2020


21,076



25,410State bond facility


17,780



17,780688,856



693,190Less current installments


(3,419
)


(4,486
)Long-term debt and capital lease obligations, excluding current
    installments

$
685,437


$
688,704        43




---



##### Table of Contents



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




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (11)
    Retirement
    Obligations and Other Noncurrent Liabilities    January 30,


January 31,2010


2009(Dollars in thousands)Pension liability

$
172,663


$
212,317Deferred compensation plans


31,234



31,188Post-retirement benefits


22,249



24,027Supplemental executive retirement plans


23,029



22,366Deferred gain on sale/leaseback


26,069



28,698Unfavorable lease liability


22,169



25,971Deferred rent


26,558



23,952Self-insurance reserves


11,278



11,028Developer incentive liability


9,826



10,254Income tax reserves


17,224



21,964Other noncurrent liabilities


8,274



6,562Retirement obligations and other noncurrent liabilities

$
370,573


$
418,327   (12)
    Leases      Fiscal Year

Capital


Operating(Dollars in thousands)2011


4,891



71,2092012


4,307



66,9422013


4,294



61,5652014


3,762



52,5832015


3,363



46,981After 2015


6,342



302,880Total


26,959



602,160Less sublease rental income






(16,883
)Net rentals


26,959


$
585,277Less imputed interest


(5,883
)Present value of minimum lease payments


21,076Less current portion


(3,419
)Noncurrent portion of the present value of minimum lease payments

$
17,657  45




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008(Dollars in thousands)Buildings:Minimum rentals

$
76,218


$
76,512


$
75,098Contingent rentals


2,614



3,066



4,665Sublease rental income


(2,383
)


(2,307
)


(2,308
)Equipment


2,133



2,008



1,999Total net rental expense

$
78,582


$
79,279


$
79,454   (13)
    Income
    Taxes    Fiscal Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008(Dollars in thousands)Current:Federal

$
36,438


$
(644
)

$
29,469State


3,598



(6,110
)


2,07840,036



(6,754
)


31,547Deferred:Federal


(9,437
)


(69,476
)


14,365State


(545
)


5,914



(3,008
)(9,982
)


(63,562
)


11,357Income taxes

$
30,054


$
(70,316
)

$
42,904  46




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedJanuary 30,


January 31,


February 2,2010


2009


2008(Dollars in thousands)Income tax at the statutory federal rate

$
34,016


$
(99,148
)

$
48,525State income taxes, net of federal


744



(1,244
)


(839
)Goodwill impairment






32,835



Increase in cash surrender value of officers life insurance


(4,619
)


(2,915
)


(5,201
)Net increase (decrease) in uncertain tax positions


735



(4,807
)


1,247Change in valuation allowances for prior years






4,938



Other


(822
)


25



(828
)Income taxes

$
30,054


$
(70,316
)

$
42,904     January 30,


January 31,2010


2009(Dollars in thousands)Deferred tax assets:Prepaid pension costs

$
48,912


$
79,736Benefit plan costs


31,868



31,984Store closing and other reserves


15,473



15,172Inventory capitalization


5,855



3,171Tax carryovers


13,305



10,742Interest rate swaps


2,758



4,025Prepaid rent


10,068



9,030Goodwill


61,231



67,101Intangibles


13,173



13,191Other


11,950



6,626Gross deferred tax assets


214,593



240,778Less valuation allowance


(19,899
)


(17,807
)Net deferred tax assets


194,694



222,971Deferred tax liabilitiesProperty and equipment


49,753



74,954Intangibles


6,842



7,190Inventory


35,788



38,106Investment securities






448Other


563



1,441Gross deferred tax liabilities


92,946



122,139Net deferred tax assets

$
101,748


$
100,832  47




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            January 30,


January 31,2010


2009Balance, beginning of year

$
21,567


$
23,731Additions for tax positions from prior years


7,429



1,847Reductions for tax positions from prior years


(382
)


(7,798
)Additions for tax positions related to the current year


1,500



4,113Settlement payments


(11,156
)


(326
)Balance, end of year

$
18,958


$
21,567   and/or
 48




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (14)
    Pension,
    SERP and Postretirement Benefits       49




---



##### Table of Contents



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


Old SERP Benefits


Postretirement BenefitsJanuary 30,


January 31,


January 30,


January 31,


January 30,


January 31,2010


2009


2010


2009


2010


2009(Dollars in thousands)Change in projected benefit obligation:Benefit obligation at beginning of year

$
429,863


$
410,290


$
10,279


$
11,980


$
26,704


$
27,148Service cost






3,095



126



189



133



133Interest cost


26,433



24,577



629



728



1,624



1,629Effect of eliminating early measurement date






524







(41
)






(264
)Actuarial (gains) losses


36,547



16,610



1,584



(1,679
)


(892
)


177Benefits paid


(26,102
)


(25,233
)


(1,266
)


(898
)


(2,761
)


(2,119
)Benefit obligation at end of year


466,741



429,863



11,352



10,279



24,808



26,704Change in plan assets:Fair value of plan assets at beginning of year


217,546



351,167















Actual return on plan assets


58,634



(127,800
)














Contributions to plan


44,000



20,000



1,266



898



2,761



2,119Effect of eliminating early measurement date






(588
)














Benefits paid


(26,102
)


(25,233
)


(1,266
)


(898
)


(2,761
)


(2,119
)Fair value of plan assets at end of year


294,078



217,546















Funded Status


(172,663
)


(212,317
)


(11,352
)


(10,279
)


(24,809
)


(26,704
)Unrecognized net transition obligation


















706



982Unrecognized prior service costs






3,091







2







Unrecognized net loss


239,870



251,653



1,594



4



366



1,288Net prepaid (accrued)

$
67,207


$
42,427


$
(9,758
)

$
(10,273
)

$
(23,737
)

$
(24,434
)    50




---



##### Table of Contents



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

Old SERP Benefits

Postretirement BenefitsJanuary 30,

January 31,

January 30,

January 31,

January 30,

January 31,2010

2009

2010

2009

2010

2009(Dollars in thousands)Accrued liabilities

$



$



$
1,326


$
1,034


$
2,560


$
2,678Deferred income tax assets


89,743



94,892



546



3



432



845Retirement obligations and other noncurrent liabilities


172,663



212,317



10,026



9,245



22,249



24,027Accumulated other comprehensive loss


(150,127
)


(159,852
)


(1,048
)


(3
)


(640
)


(1,426
)   Pension Benefits

Old SERP Plan

Postretirement BenefitsJanuary 30,

January 31,

January 30,

January 31,

January 30,

January 31,2010

2009

2010

2009

2010

2009(Dollars in thousands)Obligation and funded status atJanuary 30, 2010 and January 31, 2009, respectively:Projected benefit obligation

$
466,741


$
429,863


$
11,352


$
10,279


$
24,808


$
26,704Accumulated benefit obligation


466,741



429,863



10,583



9,543



N/A



N/AFair value of plan assets


294,078



217,546















     Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 30,


January 31,


January 30,


January 31,


January 30,


January 31,2010


2009


2010


2009


2010


2009(Dollars in thousands)Net actuarial loss

$
(150,127
)

$
(157,912
)

$
(1,048
)

$
(2
)

$
(197
)

$
(810
)Prior service cost






(1,940
)






(1
)






Transition obligation


















(443
)


(616
)$
(150,127
)

$
(159,852
)

$
(1,048
)

$
(3
)

$
(640
)

$
(1,426
)  51




---



##### Table of Contents



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


Old SERP Benefits


Postretirement BenefitsJanuary 30,


January 31,


January 30,


January 31,


January 30,


January 31,2010


2009


2010


2009


2010


2009(Dollars in thousands)Adjustment to minimum liability

$
(13
)

$
(105,416
)

$
(1,045
)

$
1,054


$
588


$
(69
)Effect of pension curtailment charge


1,778



















Effect of eliminating early measurement date






1,621







34







44Amortization of unrecognized items:Net transition obligation


















173



164Prior service cost


243



311















Net losses


7,717



6,204







136



25



10$
9,725


$
(97,280
)

$
(1,045
)

$
1,224


$
786


$
149     Pension Plan

Old SERP Plan

Postretirement PlanJanuary 30,

January 31,

February 2,

January 30,

January 31,

February 2,

January 30,

January 31,

February 2,2010

2009

2008

2010

2009

2008

2010

2009

2008Discount 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



8.25



8.25



N/A



N/A



N/A



N/A



N/A



N/A     715-30-35-62,
   52




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Target Allocation


Percentage of Plan Assets at Measurement DateJanuary 29,


January 30,


January 31,


February 2,2011


2010


2009


2008Domestic equity securities


40-55
%


50
%


45
%


48
%International equity securities


10-15
%


12
%


12
%


14
%Fixed Income


30-45
%


34
%


39
%


34
%Private Equity


0-5
%


2
%


3
%


3
%Cash






2
%


1
%


1
%Total


100
%


100
%


100
%


100
%      53




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##### Table of Contents



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





SignificantActive Markets for


Significant Other


UnobservableJanuary 30,


Identical Assets


Observable Outputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)(Dollars in thousands)Cash and cash equivalents

$
8,075


$
237


$
7,838


$
Equity securitiesInternational companies


2,181



2,181







U.S. companies(a)


134,138



134,138







Fixed income securitiesCorporate bonds


3,397







3,397



Government securities


15,571







15,571



Mortgage backed securities


402







402



Mutual funds


124,157



86,033



38,124



Private equity


5,640











5,640Exchange traded limited partnership units


517



517







Total assets measured at fair value

$
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 $95.0 million,
    $19.8 million and $19.3 million, respectively.      Cash equivalents and mutual funds
  Investments in corporate bonds and government
    securities
  Mortgage backed securities
   54




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##### Table of Contents



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

$
5,640     Fiscal Year

Pension Plan


Old SERP Plan


Postretirement Plan(Dollars in thousands)2011

$
27,106


$
1,364


$
2,6322012


27,214



1,227



2,5812013


27,436



1,192



2,4692014


27,857



1,158



2,4102015


28,282



1,125



2,4052016  2020


149,241



5,475



11,209    55




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##### Table of Contents



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


Old SERP Plan


Postretirement PlanJanuary 30,


January 31,


February 2,


January 30,


January 31,


February 2,


January 30,


January 31,


February 2,2010


2009


2008


2010


2009


2008


2010


2009


2008(Dollars in thousands)Service cost

$



$
3,095


$
3,509


$
126


$
189


$
186


$
133


$
133


$
167Interest cost


26,433



24,577



23,132



629



728



707



1,624



1,629



1,674Expected return on assets


(22,107
)


(23,584
)


(23,191
)






















Amortization of unrecognized items:Net transition obligation


























262



262



262Prior service cost


371



495



495



1



1



1











Net losses (gains)


11,806



9,887



11,707







217



195



39



16



165Annual benefit expense

$
16,503


$
14,470


$
15,652


$
756


$
1,135


$
1,089


$
2,058


$
2,040


$
2,268Curtailment (gain)/loss


2,719































Total expense

$
19,222


$
14,470


$
15,652


$
756


$
1,135


$
1,089


$
2,058


$
2,040


$
2,268     PostretirementPension Benefits


Old SERP Plan


Benefits(Dollars in thousands)Amortization of actuarial loss

$
7,010


$
144


$
(30
)Amortization of prior service cost






1



Amortization of transition obligation










261Total recognized from other comprehensive income

$
7,010


$
145


$
231   (15)
    Other
    Employee Benefits       56




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (16)
    Stock-Based
    Compensation      Performance
    Based Stock Award Programs
       57




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              (17)
    Purchase
    Obligations   58




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (18)
    Earnings
    Per Share    January 30,


January 31,


February 2,2010


2009


2008Basic Shares


48,450,401



49,010,509



49,749,689Dilutive contingently-issuable vested share awards


2,059







34,946Diluted Shares


48,452,460



49,010,509



49,784,635     (19)
    Fair
    Value Measurements    available-for-sale available-for-sale held-to-maturity.
  available-for-sale available-for-sale
   59




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value at January 30, 2010


Fair Value at January 31, 2009Description

Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3


Total(Dollars in thousands)Auction rate securities


N/A



N/A



N/A



N/A


$



$



$
10,250


$
10,250Investment securities


















1,074











1,074Total assets measured at fair value

$



$



$



$



$
1,074


$



$
10,250


$
11,324Interest rate swap liability

$



$
7,403


$



$
7,403


$



$
8,182


$



$
8,182Total liabilities measured at fair value

$



$
7,403


$



$
7,403


$



$
8,182


$



$
8,182     (dollars in thousands)Balance as of January 31, 2009





$
10,250Purchases of auction rate securities






Redemption of auction rate security






(900
)Reclassification of auction rate security(a)






(9,350
)Balance as of January 30, 2010





$
     (a)
    
    The auction rate security classified as available for sale was
    reclassified to
    held-to-maturity
    as of January 30, 2010; its carrying value approximates its
    fair value.    Property and Equipment(Dollars in thousands)Measured as of January 30, 2010:Carrying amount

$
48,567Fair value measurement


10,052Impairment charge recognized


(38,515
)  60




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 30, 2010


January 31, 2009Carrying


Fair


Carrying


FairValue


Value


Value


Value(Dollars in thousands)Financial assetsAuction rate security(a)

$
9,350


$
9,350



N/A



N/AFinancial liabilitiesLong-term debt (excluding capitalized leases)(b)

$
667,780


$
647,287


$
667,780


$
612,702     (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.      (20)
    Stockholders
    Equity           61




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (21)
    Selected
    Quarterly Financial Data (unaudited)    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   Three Months EndedJanuary 31,

November 1,

August 2,

May 3,2009

2008

2008

2008(In thousands, except per share amounts)Revenues

$
1,111,407


$
741,403


$
829,301


$
817,312Gross profit(1)


345,562



208,811



255,655



259,063Net income (loss)


(202,813
)


(23,488
)


8,207



5,129Basic income (loss) per share


(4.16
)


(0.48
)


0.17



0.10Diluted income (loss) per share


(4.16
)


(0.48
)


0.17



0.10     (1)
    
    Gross profit represents revenues less cost of goods sold
    (including occupancy, distribution and buying expenses)   62




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##### 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
   63




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  Section 740-10-25,
   
    64




---



##### 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   65




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##### 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
.1.1

Belk, Inc. Executive Long Term Incentive Plan (incorporated by
    reference to Exhibit 10.4 of the Companys Annual
    Report on
    Form 10-K,
    filed on April 14, 2005).10
.1.2

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
.1.3

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). 66




---



##### Table of Contents



10
.2

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
.3

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
.4

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
.5

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
.6

Second Amended and Restated Credit Agreement, dated as of
    October 2, 2006, by and among Belk, Inc. and the
    subsidiaries of Belk, Inc., as borrowers, and Wachovia Bank,
    National Association, Bank of America, NA. and the other lenders
    referred to therein (incorporated by reference to the
    Companys Current Report on
    Form 8-K
    filed on October 6, 2006).10
.7

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
.8

Form of First Amendment to the Second Amended and Restated
    Credit Agreement, dated March 30, 2009 (incorporated by
    reference to Exhibit 10.1 of the Companys Current
    Report on
    Form 8-K,
    filed on April 3, 2009).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.  67




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##### 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

President, Chief Merchandising Officer 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/  JOHN
    A. KUHNEJohn
    A. Kuhne

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)  68