##### 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 31, 2009ORo

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-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.

Submission of Matters to a Vote of Security
    Holders


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


278.

Financial Statements and Supplementary Data


289.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


629A.

Controls and Procedures


629B.

Other Information


64Part III10.

Directors, Executive Officers and Corporate
    Governance


6411.

Executive Compensation


6412.

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


6413.

Certain Relationships and Related Transactions,
    and Director Independence


6414.

Principal Accountant Fees and Services


65Part IV15.

Exhibits and Financial Statement Schedules


65EX-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

Weeks2010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

532006

January 28, 2006

52           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


MarketTulsa, OK (Tulsa Hills)


67,370



3/12/08


NewKissimmee, FL (The Loop West)


85,517



3/12/08


ExistingHaines City, FL (Posner Commons)


67,370



3/12/08


NewOxford, MS (Oxford Galleria)


52,169



3/12/08


NewWeatherford, TX (Weatherford Ridge)


67,382



3/12/08


NewFort Worth, TX (Alliance Town Center)


86,217



10/15/08


NewMacon, GA (Shoppes at River Crossing)


114,795



10/15/08


ExistingPrattville, AL (High Point Town Center)


86,097



10/15/08


Existing  3




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##### Table of Contents



Store Expansions
  Expanded Size


CompletionLocation

(Selling Sq. Ft)


DateSnellville, GA (Snellville Pavilion)


80,083



5/7/08Dothan, AL (Wiregrass Commons)


80,815



10/15/08Birmingham, AL (The Summit)


144,637



10/15/08Covington/North Shore, LA (Stirling Covington SC)


103,987



11/21/08     Merchandising
        Marketing
    and eCommerce
     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
    Non-Retail
    Businesses
    Industry
    and Competition
    Trademarks
    and Service Marks
    Seasonality
    and Quarterly Fluctuations
   6




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##### Table of Contents



Associates
    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
   7




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



eCommerce
    Integrating
    and Operating Acquired Stores
    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  17

Tennessee  23Georgia  47

Missouri  1

Texas  13Kentucky  5

North Carolina  72

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.
    Submission
    of Matters to a Vote of Security Holders   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 31,


February 2,


February 3,


January 28,


January 29,2009


2008


2007


2006


2005(Dollars in thousands, except per share amounts)SELECTED STATEMENT OF INCOME DATA:Revenues

$
3,499,423


$
3,824,803


$
3,684,769


$
2,968,777


$
2,446,832Cost of goods sold


2,430,332



2,636,888



2,451,171



1,977,385



1,618,639Goodwill impairment


326,649















Depreciation and amortization expense


165,267



159,945



142,618



113,945



101,255Operating income (loss)


(232,643
)


198,117



323,719



258,501



226,341Income (loss) before income taxes


(283,281
)


138,644



279,050



213,555



194,276Net income (loss)


(212,965
)


95,740



181,850



136,903



124,076Basic and diluted net income (loss) per share


(4.35
)


1.92



3.59



2.65



2.40Cash dividends per share


0.400



0.400



0.350



0.315



0.475SELECTED BALANCE SHEET DATA:Accounts receivable, net(1)


65,702



65,987



61,434



43,867



324,917Merchandise inventory


828,497



932,777



931,870



703,609



527,860Working capital


808,031



750,547



679,822



649,711



787,390Total assets


2,535,247



2,851,315



2,845,524



2,437,171



1,859,085Long-term debt and capital lease obligations


693,190



722,141



734,342



590,901



301,419Stockholders equity


1,032,027



1,388,726



1,326,022



1,194,827



1,066,616SELECTED OPERATING DATA:Number of stores at end of period


307



303



315



276



226Comparable store net revenue increase (decrease)
    (on a 52 versus 52 week basis)


(8.7
)%


(1.1
)%


4.5
%


1.2
%


4.2
%     (1)
    
    In fiscal year 2006, the Company sold its proprietary credit
    card business to GE Money Bank (GE), an affiliate of
    GE Consumer Finance. This transaction caused a significant
    reduction in accounts receivable.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      Fiscal Year

Ended

Weeks2010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

532006

January 28, 2006

52    13




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##### Table of Contents



eCommerce
    Parisian
    Acquisition
   14




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##### Table of Contents



Migerobe
    Acquisition
      Hurricane
    Katrina
   15




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##### Table of Contents



Results
    of Operations
    Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007SELECTED FINANCIAL DATARevenues


100.0
%


100.0
%


100.0
%Cost of goods sold


69.4



68.9



66.5Selling, general and administrative expenses


27.1



25.7



24.9Goodwill impairment


9.3







Gain on sale of property and equipment


0.1



0.1



0.3Other asset impairment and exit costs


0.9



0.3



0.1Operating income (loss)


(6.6
)


5.2



8.8Interest expense


1.6



1.7



1.6Interest income


0.1



0.2



0.2Gain (loss) on investments










0.1Income tax expense (benefit)


(2.0
)


1.1



2.6Net income (loss)


(6.1
)


2.5



4.9SELECTED OPERATING DATA:Selling square footage (in thousands)


24,203



23,937



24,498Store revenues per selling sq. ft.

$
145


$
160


$
158Comparable store net revenue increase (decrease)
    (on a 52 versus 52 week basis)


(8.7
)%


(1.1
)%


4.5
%Number of storesOpened


8



11



10Purchased










37Combined Stores






(4
)


Closed


(4
)


(19
)


(8
)Total  end of period


307



303



315     Fiscal Year


Fiscal Year


Fiscal YearMerchandise Areas

2009


2008


2007Womens


37
%


37
%


37
%Cosmetics, Shoes and Accessories


31
%


30
%


29
%Mens


16
%


17
%


17
%Home


10
%


10
%


11
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%  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.
 17




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##### Table of Contents



Income tax expense (benefit).
  Comparison
    of Fiscal Years Ended February 2, 2008 and February 3,
    2007
  Revenues.
  Cost of Goods Sold.
  Selling, General and Administrative
    Expenses.
  
    Selling-related expenses (primarily consisting of payroll and
    advertising expenses) increased as a percentage of revenues by
    1.31%, or $73.0 million, primarily due to increased costs
    associated with the Parisian Acquisition coupled with decreasing
    overall comparable store sales.
    Acquisition-related expenses decreased as a percentage of
    revenues by 0.26%, or $9.1 million, due to the fiscal year
    2007 Parisian Acquisition initial integration costs.
    Performance based compensation decreased as a percentage of
    revenues by 0.59%, or $21.5 million, due to lower than
    expected operating performance.  Gain on sale of property and equipment.
  Other Asset Impairment and Exit Costs.
  Interest Expense.
 18




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##### Table of Contents



Interest Income.
  Income tax expense.
  Seasonality
    and Quarterly Fluctuations
      2009


2008


2007First quarter


23.4
%


23.6
%


20.4
%Second quarter


23.7



23.0



19.9Third quarter


21.2



21.1



21.6Fourth quarter


31.7



32.3



38.1     Liquidity
    and Capital Resources
    20-year
   19




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##### Table of Contents



20




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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


$



$
325,000


$
100,000


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


179,771



37,363



70,247



30,113



42,048Capital Lease Obligations


25,410



4,486



6,502



6,282



8,140Operating Leases(b)


608,000



73,859



127,973



98,237



307,931Purchase Obligations(c)


195,036



72,367



66,335



41,826



14,508Total Contractual Cash Obligations

$
1,675,997


$
188,075


$
596,057


$
276,458


$
615,407   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

$
31,440


$
18,227


$
13,213


$



$
Import Letters of Credit


52,092



52,092











Total Commercial Commitments

$
83,532


$
70,319


$
13,213


$



$
     (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 3.0% 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.   21




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Standards
  SFAS No. 157-3, SFAS No. 157-3
  SFAS No. 142-3, SFAS No. 142-3 SFAS No. 141-R, SFAS No. 142-3 SFAS No. 142-3
  SFAS No. 157-2, SFAS No. 157-2
  Impact of
    Inflation
   22




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##### Table of Contents



Critical
    Accounting Policies
          Inventory Valuation.
  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.  Property and Equipment, net.
 23




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##### Table of Contents



Goodwill.
    Rent Expense.
  Useful Lives of Depreciable Assets.
  Recoverability of Long-Lived Assets.
 24




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##### Table of Contents



Store Closing Reserves. and/or
  Customer Loyalty Programs.
  Pension and Postretirement Obligations.
          Self Insurance Reserves.
  Income Taxes.
 25




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##### Table of Contents



Intangible Assets and Liabilities.
  Derivative Financial Instruments.
  Stock Based Compensation.
  Finance Income. 10-year
 26




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk           27




---



##### 



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




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Board of
    Directors and Stockholders
    Belk, Inc.:
                   29




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
 (Dollars
    in thousands, except share and per share amounts)
  Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007Revenues

$
3,499,423


$
3,824,803


$
3,684,769Cost of goods sold (including occupancy, distribution and buying
    expenses)


2,430,332



2,636,888



2,451,171Selling, general and administrative expenses


947,602



982,425



915,766Goodwill impairment


326,649







Gain on sale of property and equipment


4,116



3,393



10,316Other asset impairment and exit costs


31,599



10,766



3,739Pension curtailment charge










690Operating income (loss)


(232,643
)


198,117



323,719Interest expense


(55,512
)


(65,980
)


(59,260
)Interest income


4,670



7,607



9,204Gain (loss) on investments


204



(1,100
)


5,387Income (loss) before income taxes


(283,281
)


138,644



279,050Income tax expense (benefit)


(70,316
)


42,904



97,200Net income (loss)

$
(212,965
)

$
95,740


$
181,850Basic and diluted net income (loss) per share

$
(4.35
)

$
1.92


$
3.59Weighted average shares outstanding:Basic


49,010,509



49,749,689



50,594,523Diluted


49,010,509



49,784,635



50,659,077    30




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in thousands)
  January 31,


February 2,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
260,134


$
186,973Short-term investments


10,250



Accounts receivable, net


65,702



65,987Merchandise inventory


828,497



932,777Property held for sale


750



11,036Prepaid income taxes, expenses and other current assets


30,705



21,594Total current assets


1,196,038



1,218,367Investment securities


1,074



4,299Property and equipment, net


1,169,150



1,248,030Goodwill






326,930Deferred income taxes


128,829



5,196Other assets


40,156



48,493Total assets

$
2,535,247


$
2,851,315LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
236,886


$
274,092Accrued liabilities


118,045



135,974Accrued income taxes


593



25,980Deferred income taxes


27,997



27,293Current installments of long-term debt and capital lease
    obligations


4,486



4,481Total current liabilities


388,007



467,820Long-term debt and capital lease obligations, excluding current
    installments


688,704



717,660Interest rate swap liability


8,182



8,282Retirement obligations and other noncurrent liabilities


418,327



268,827Total liabilities


1,503,220



1,462,589Stockholders equity:Preferred stock






Common stock, 400 million shares authorized and 48.8 and
    49.6 million shares issued and outstanding as of
    January 31, 2009 and February 2, 2008, respectively


488



496Paid-in capital


456,858



479,020Retained earnings


741,579



977,206Accumulated other comprehensive loss


(166,898
)


(67,996
)Total stockholders equity


1,032,027



1,388,726Total liabilities and stockholders equity

$
2,535,247


$
2,851,315    31




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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 January 28, 2006


51,744


$
517


$
537,676


$
737,730


$
(81,096
)

$
1,194,827Comprehensive income:Net income














181,850







181,850Reclassification adjustment for investment gains included in net
    income, net of $154 income taxes


















(263
)


(263
)Unrealized gain on investments, net of $223 income taxes


















350



350Unrealized gain on interest rate swaps, net of $866 income taxes


















1,459



1,459Defined benefit expense, net of $1,203 income 
    taxes


















2,564



2,564Total comprehensive income






















185,960Cash dividends














(18,202
)






(18,202
)Issuance of stock-based compensation










(1,482
)










(1,482
)Stock-based compensation expense










9,434











9,434Adoption of SFAS No. 158 adjustment, net of $3,560
    income taxes


















(5,997
)


(5,997
)Common stock issued


363



3



608











611Repurchase and retirement of common stock


(2,116
)


(20
)


(39,109
)










(39,129
)Balance 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 FIN 48 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 SFAS No. 158, 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 SFAS No. 158, 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
)

$
1,032,027    32




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

(Dollars
    in thousands)  Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007Cash flows from operating activities:Net income (loss)

$
(212,965
)

$
95,740


$
181,850Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Goodwill impairment


326,649







Other asset impairment and exit costs


31,599



10,766



3,739Deferred income tax expense (benefit)


(63,562
)


11,357



19,423Depreciation and amortization expense


165,267



159,945



142,618Stock-based compensation expense


314



(1,939
)


9,434Pension curtailment










690Gain on sale of property and equipment


(1,487
)


(1,297
)


(8,220
)Amortization of deferred gain on sale and leaseback


(2,629
)


(2,096
)


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


(204
)


1,100



(5,387
)Other non-cash expense










980(Increase) decrease in:Accounts receivable, net


(94
)


(4,233
)


(16,385
)Merchandise inventory


104,280



(907
)


(7,525
)Prepaid expenses and other assets


(6,050
)


6,392



(5,096
)Increase (decrease) in:Accounts payable and accrued liabilities


(48,436
)


(80,151
)


(39,183
)Accrued income taxes


(25,387
)


3,294



(13,407
)Retirement obligations and other liabilities


(1,994
)


17,039



18,621Net cash provided by operating activities


265,301



215,010



280,056Cash flows from investing activities:Purchases of property and equipment


(129,282
)


(202,668
)


(191,128
)Proceeds from sales of property and equipment


19,715



54,682



15,046Purchases of short-term investments


(17,750
)


(564,580
)


(563,443
)Proceeds from sales of short-term investments


7,500



564,580



615,513Proceeds from sales of investments










6,243Acquisition of Parisian, net of cash acquired










(313,648
)Acquisition of Migerobe










(16,739
)Net cash used by investing activities


(119,817
)


(147,986
)


(448,156
)Cash flows from financing activities:Proceeds from issuance of long-term debt






125,355



359,510Principal payments on long-term debt and capital lease
    obligations


(29,685
)


(130,000
)


(217,245
)Payments for redemption of interest rate swaps










(910
)Proceeds from termination of interest rate swap










50Stock compensation tax benefit


154



2,938



1,182Dividends paid


(19,846
)


(20,097
)


(18,202
)Repurchase and retirement of common stock


(22,348
)


(24,226
)


(39,129
)Cash paid for withholding taxes in lieu of stock-based
    compensation shares


(598
)


(5,260
)


(2,664
)Net cash provided (used) by financing activities


(72,323
)


(51,290
)


82,592Net increase (decrease) in cash and cash equivalents


73,161



15,734



(85,508
)Cash and cash equivalents at beginning of period


186,973



171,239



256,747Cash and cash equivalents at end of period

$
260,134


$
186,973


$
171,239Supplemental disclosures of cash flow information:Income taxes paid

$
32,710


$
27,675


$
92,295Supplemental schedule of noncash investing and financing
    activities:Increase (decrease) in property and equipment through accrued
    purchases


(11,079
)


10,332



(6,667
)Decrease in property and equipment through assets held for sale


(750
)


(11,036
)


Decrease in property and equipment through adjustment of goodwill






(14,874
)


Increase (decrease) in property and equipment through asummption
    of capital leases






(4,315
)


10,686Increase (decrease) in long-term debt through other current
    assets






(3,220
)


    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

Weeks2010

January 30, 2010

522009

January 31, 2009

522008

February 2, 2008

522007

February 3, 2007

532006

January 28, 2006

52     Use of
    Estimates
      Revenues
    Merchandise Areas

Fiscal Year 2009


Fiscal Year 2008


Fiscal Year 2007Womens


37
%


37
%


37
%Cosmetics, Shoes and Accessories


31
%


30
%


29
%Mens


16
%


17
%


17
%Home


10
%


10
%


11
%Childrens


6
%


6
%


6
%Total


100
%


100
%


100
%    34




---



##### 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
   35




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Equivalents
    Short-term
    Investments
  available-for-sale
  Merchandise
    Inventory
  cost-to-retail
  Property
    Held for Sale
      Investment
    Securities
  available-for-sale available-for-sale
  Property
    and Equipment, Net
   36




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    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.  Stock
    Based Compensation
    Self
    Insurance Reserves
   37




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
          Intangible
    Assets and Liabilities
    Derivative
    Financial Instruments
   38




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Recently
    Issued Accounting Standards
  SFAS No. 157-3, SFAS No. 157-3
  SFAS No. 142-3, SFAS No. 142-3 SFAS No. 141-R, SFAS No. 142-3 SFAS No. 142-3
  SFAS No. 157-2, SFAS No. 157-2
  (2)  Goodwill
   39




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (3)  Other
    Asset Impairment and Exit Costs
          January 31,


February 2,2009


2008(Dollars in thousands)Balance, beginning of year

$
7,483


$
10,411Charges and adjustments


879



8,630Utilization/Payments


(1,318
)


(11,558
)Balance, end of year

$
7,044


$
7,483  40




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (4)  Accumulated
    Other Comprehensive Loss
    January 31,


February 2,2009


2008(Dollars in thousands)Unrealized gain (loss) on investments, net of $287 and $684 of
    income
    taxes as of January 31, 2009 and February 2, 2008,
    respectively

$
(482
)

$
1,153Unrealized loss on interest rate swaps, net of $3,048 and $2,241
    of income
    taxes as of January 31, 2009 and February 2, 2008,
    respectively


(5,135
)


(3,775
)Defined benefit plans, net of $95,740 and $38,807 of income
    taxes as of
    January 31, 2009 and February 2, 2008, respectively


(161,281
)


(65,374
)Accumulated other comprehensive loss

$
(166,898
)

$
(67,996
)   (5)  Accounts
    Receivable, Net
    January 31,


February 2,2009


2008(Dollars in thousands)Accounts receivable from vendors

$
46,875


$
46,278Credit card accounts receivable


15,437



15,730Other receivables


3,435



4,073Less allowance for doubtful accounts


(45
)


(94
)Accounts receivable, net

$
65,702


$
65,987   (6)  Investment
    Securities
  Available-for-sale available-for-sale
  January 31,


February 2,2009


2008(Dollars in thousands)Cost

$
1,843


$
2,462Gross unrealized gains (losses)


(769
)


1,837Fair value of securities

$
1,074


$
4,299   available-for-sale other-than-temporary other-than-temporary
 41




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary other-than-temporary other-than-temporary
  available-for-sale other-than-temporarily
  available-for-sale
  (7)  Property
    and Equipment, net
    Estimated

January 31,


February 2,Lives

2009


2008(In years)

(Dollars in thousands)Land



$
60,645


$
62,661Buildings

primarily 31.5


1,047,784



1,022,518Furniture, fixtures and equipment

3-7


1,091,927



1,083,081Property under capital leases

5-20


56,777



56,980Construction in progress




21,461



50,1872,278,595



2,275,427Less accumulated depreciation and amortization




(1,109,444
)


(1,027,397
)Property and equipment, net



$
1,169,150


$
1,248,030     (8)  Sale
    of Properties
       42




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (9)  Amortizing
    Intangibles
    January 31,


February 2,2009


2008(Dollars in thousands)Amortizing intangible assets:Favorable lease intangibles

$
10,160


$
9,692Accumulated amortization  favorable lease intangibles


(1,928
)


(1,281
)Credit card and customer list intangibles


18,746



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


(8,504
)


(6,146
)Other intangibles


14,004



13,979Accumulated amortization  other intangibles


(10,762
)


(9,482
)Net amortizing intangible assets

$
21,716


$
25,508Amortizing intangible liabilities:Unfavorable lease intangibles

$
(33,035
)

$
(33,606
)Accumulated amortization  unfavorable lease
    intangibles


5,209



3,399Net amortizing intangible liabilities

$
(27,826
)

$
(30,207
)     (10)
    Accrued
    Liabilities    January 31,


February 2,2009


2008(Dollars in thousands)Salaries, wages and employee benefits

$
36,229


$
40,203Accrued capital expenditures


10,325



21,401Taxes, other than income


15,452



14,207Rent


7,647



8,312Sales returns allowance


6,472



7,412Interest


5,533



6,714Store closing reserves


6,062



6,504Self insurance reserves


5,967



6,135Advertising


4,889



3,245Other


19,469



21,841Accrued Liabilities

$
118,045


$
135,974  43




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Borrowings    January 31,


February 2,2009


2008(Dollars in thousands)Credit facility term loan

$
325,000


$
350,000Senior notes


325,000



325,000Capital lease agreements through August 2020


25,410



29,361State bond facility


17,780



17,780693,190



722,141Less current installments


(4,486
)


(4,481
)Long-term debt and capital lease obligations, excluding current
    installments

$
688,704


$
717,660       20-year
   44




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (12)
    Retirement
    Obligations and Other Noncurrent Liabilities    January 31,


February 2,2009


2008(Dollars in thousands)Pension Liability

$
212,317


$
59,123Deferred Compensation Plans


31,188



31,818Post-Retirement Benefits


24,027



24,411Supplemental Executive Retirement Plans


22,366



23,028Deferred Gain on Sale/Leaseback


28,698



31,327Unfavorable Lease Liability


25,971



28,318Income Tax Reserves


21,964



27,421Deferred Rent


23,952



20,825Self-Insurance Reserves


11,028



10,097Developer Incentive Liability


10,254



7,853Other Noncurrent Liabilities


6,562



4,606Retirement Obligations and Other Noncurrent Liabilities

$
418,327


$
268,827  45




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    Leases      Fiscal Year

Capital


Operating(Dollars in thousands)2010

$
6,189


$
73,8592011


4,865



67,8312012


4,282



60,1422013


4,268



53,5702014


3,727



44,667After 2014


9,443



307,931Total


32,774



608,000Less sublease rental income






(19,499
)Net rentals


32,774


$
588,501Less imputed interest


(7,364
)Present value of minimum lease payments


25,410Less current portion


(4,486
)Noncurrent portion of the present value of minimum lease payments

$
20,924       Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007(Dollars in thousands)Buildings:Minimum rentals

$
76,512


$
75,098


$
57,967Contingent rentals


3,066



4,665



5,978Sublease rental income


(2,307
)


(2,308
)


(655
)Equipment


2,008



1,999



1,638Total net rental expense

$
79,279


$
79,454


$
64,928  46




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Income
    Taxes    Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007(Dollars in thousands)Current:Federal

$
(644
)

$
29,469


$
72,106State


(6,110
)


2,078



5,671(6,754
)


31,547



77,777Deferred:Federal


(69,476
)


14,365



18,007State


5,914



(3,008
)


1,416(63,562
)


11,357



19,423Income taxes

$
(70,316
)

$
42,904


$
97,200     Fiscal Year EndedJanuary 31,


February 2,


February 3,2009


2008


2007(Dollars in thousands)Income tax at the statutory federal rate

$
(99,148
)

$
48,525


$
97,668State income taxes, net of federal


(1,244
)


(839
)


4,607Goodwill impairment


32,835







Increase in cash surrender value of officers life insurance


(2,915
)


(5,201
)


(4,355
)Net increase (decrease) in uncertain tax positions


(4,807
)


1,247



1,453Change in valuation allowances for prior years


4,938







(204
)Other


25



(828
)


(1,969
)Income taxes

$
(70,316
)

$
42,904


$
97,200  47




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 31,


February 2,2009


2008(Dollars in thousands)Deferred tax assets:Prepaid pension costs

$
79,736


$
22,425Benefit plan costs


31,984



32,231Store closing and other reserves


15,172



15,312Inventory capitalization


3,171



3,821Tax carryovers


10,742



6,788Interest rate swaps


4,025



3,219Prepaid rent


9,030



7,805Goodwill


67,101



Intangibles


13,191



13,187Other


6,626



8,825Gross deferred tax assets


240,778



113,613Less valuation allowance


(17,807
)


(233
)Net deferred tax assets


222,971



113,380Deferred tax liabilitiesProperty and equipment


74,954



62,691Intangibles


7,190



7,537Inventory


38,106



41,933Investment securities


448



1,649Goodwill






15,072Other


1,441



6,595Gross deferred tax liabilities


122,139



135,477Net deferred tax assets (liabilities)

$
100,832


$
(22,097
)        48




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            January 31,


February 2,2009


2008Balance, beginning of year

$
23,731


$
23,754Additions for tax positions from prior years


1,847



6,826Reductions for tax positions from prior years


(7,798
)


(4,408
)Additions for tax positions related to the current year


4,113



4,206Settlement payments


(326
)


(6,647
)Balance, end of year

$
21,567


$
23,731   and/or
   49




---



##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (15)  Pension,
    SERP and Postretirement Benefits
       50




---



##### Table of Contents



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


Old SERP Benefits


Postretirement BenefitsJanuary 31,


February 2,


January 31,


February 2,


January 31,


February 2,2009


2008


2009


2008


2009


2008(Dollars in thousands)Change in projected benefit obligation:Benefit obligation at beginning of year

$
410,290


$
410,106


$
11,980


$
12,322


$
27,148


$
28,836Service cost


3,095



3,509



189



186



133



167Interest cost


24,577



23,132



728



708



1,629



1,674Effect of eliminating early measurement date


524







(41
)






(264
)


Actuarial (gains) losses


16,610



(1,442
)


(1,679
)


196



177



(709
)Benefits paid


(25,233
)


(25,015
)


(898
)


(1,432
)


(2,119
)


(2,820
)Benefit obligation at end of year


429,863



410,290



10,279



11,980



26,704



27,148Change in plan assets:Fair value of plan assets at beginning of year


351,167



336,878















Actual return on plan assets


(127,800
)


39,304















Contributions to plan


20,000







898



1,432



2,119



2,820Effect of eliminating early measurement date


(588
)


















Benefits paid


(25,233
)


(25,015
)


(898
)


(1,432
)


(2,119
)


(2,820
)Fair value of plan assets at end of year


217,546



351,167















Funded Status


(212,317
)


(59,123
)


(10,279
)


(11,980
)


(26,704
)


(27,148
)Unrecognized net transition obligation


















982



1,309Unrecognized prior service costs


3,091



3,709



2



2







Unrecognized net loss


251,653



96,007



4



1,954



1,288



1,198Net prepaid (accrued)

$
42,427


$
40,593


$
(10,273
)

$
(10,024
)

$
(24,434
)

$
(24,641
)       Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 31,


February 2,


January 31,


February 2,


January 31,


February 2,2009


2008


2009


2008


2009


2008(Dollars in thousands)Accrued liabilities

$



$



$
1,034


$
1,089


$
2,678


$
2,737Deferred income tax assets


94,892



37,144



3



729



845



932Retirement obligations and other noncurrent liabilities


212,317



59,123



9,245



10,891



24,027



24,411Accumulated other comprehensive loss


(159,852
)


(62,572
)


(3
)


(1,227
)


(1,426
)


(1,575
)   51




---



##### Table of Contents



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


Old SERP Plan


Postretirement BenefitsJanuary 31,


February 2,


January 31,


February 2,


January 31,


February 2,2009


2008


2009


2008


2009


2008(Dollars in thousands)Obligation and funded status at January 31, 2009 and
    November 1, 2007, respectively:Projected benefit obligation

$
429,863


$
410,290


$
10,279


$
11,980


$
26,704


$
27,148Accumulated benefit obligation


429,863



410,290



9,543



11,132



N/A



N/AFair value of plan assets


217,546



351,167















     Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 31,


February 2,


January 31,


February 2,


January 31,


February 2,2009


2008


2009


2008


2009


2008(Dollars in thousands)Net actuarial loss

$
(157,912
)

$
(60,245
)

$
(2
)

$
(1,226
)

$
(810
)

$
(754
)Prior service cost


(1,940
)


(2,327
)


(1
)


(1
)      -


Transition obligation


















(616
)


(821
)$
(159,852
)

$
(62,572
)

$
(3
)

$
(1,227
)

$
(1,426
)

$
(1,575
)     Pension Benefits


Old SERP Benefits


Postretirement BenefitsJanuary 31,


February 2,


January 31,


February 2,


January 31,


February 2,2009


2008


2009


2008


2009


2008(Dollars in thousands)Adjustment to minimum liability

$
(105,416
)

$
11,015


$
1,054


$
(123
)

$
(69
)

$
291Effect of eliminating early measurement date


1,621







34







44



Amortization of unrecognized items:Net transition obligation


















164



164Prior service cost


311



311















Net losses


6,204



7,346



136



122



10



104$
(97,280
)

$
18,672


$
1,224


$
(1
)

$
149


$
559     Pension Plan


Old SERP Plan


Postretirement PlanJanuary 31,


February 2,


February 3,


January 31,


February 2,


February 3,


January 31,


February 2,


February 3,2009


2008


2007


2009


2008


2007


2009


2008


2007Discount rates


6.375
%


6.125
%


5.750
%


6.375
%


6.125
%


5.750
%


6.375
%


6.125
%


5.750
%Rates of compensation increase


4.0



4.0



4.0



4.0



4.0



4.0



N/A



N/A



N/AReturn on plan assets


8.25



8.25



8.5



N/A



N/A



N/A



N/A



N/A



N/A    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 30,


January 31,


February 2,


February 3,2010


2009


2008


2007Equity Securities


60 - 70
%


60
%


65
%


68
%Fixed Income


30 - 40
%


39
%


34
%


31
%Cash


0
%


1
%


1
%


1
%Total


100
%


100
%


100
%


100
%     Fiscal Year

Pension Plan


Old SERP Plan


Postretirement Plan(Dollars in thousands)2010

$
25,749


$
1,066


$
2,7612011


25,878



1,036



2,7192012


26,153



1,006



2,6942013


26,599



977



2,6042014


27,256



1,159



2,5622015  2019


145,852



5,405



12,492    53




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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 31,


February 2,


February 3,


January 31,


February 2,


February 3,


January 31,


February 2,


February 3,2009


2008


2007


2009


2008


2007


2009


2008


2007(Dollars in thousands)Service cost

$
3,095


$
3,509


$
3,585


$
189


$
186


$
133


$
133


$
167


$
158Interest cost


24,577



23,132



21,545



728



707



655



1,629



1,674



1,598Expected return on assets


(23,584
)


(23,191
)


(23,924
)






















Amortization of unrecognized items:Net transition obligation


























262



262



262Prior service cost


495



495



576



1



1



2











Net losses (gains)


9,887



11,707



12,016



217



195



42



16



165



(73
)Annual benefit expense

$
14,470


$
15,652


$
13,798


$
1,135


$
1,089


$
832


$
2,040


$
2,268


$
1,945Curtailment loss










690























Total expense

$
14,470


$
15,652


$
14,488


$
1,135


$
1,089


$
832


$
2,040


$
2,268


$
1,945     PostretirementPension Benefits


Old SERP Plan


Benefits(Dollars in thousands)Amortization of actuarial loss

$
12,929


$



$
31Amortization of prior service cost


495



1



Amortization of transition obligation










262Total recognized from other comprehensive income

$
13,424


$
1


$
293   (16)
    Other
    Employee Benefits       54




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (17)
    Stock-Based
    Compensation      Performance
    Based Stock Award Programs
         55




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##### Table of Contents



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


Value per Share(In thousands)Non-vested at February 2, 2008


Granted


302


$
25.60Changes in Performance Estimates


(291
)

$
25.60Vested


Forfeited


(11
)

$
25.60Non-vested at January 31, 2009


              56




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (18)
    Purchase
    Obligations      (19)
    Earnings
    Per Share    January 31,


February 2,


February 3,2009


2008


2007Basic Shares


49,010,509



49,749,689



50,594,523Dilutive contingently-issuable vested share awards






34,946



64,554Diluted Shares


49,010,509



49,784,635



50,659,077     (20)
    Fair
    Value Measurements  No. 157-2,
 57




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##### Table of Contents



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




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##### Table of Contents



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





SignificantActive Markets for


Significant Other


UnobservableJanuary 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)(Dollars in thousands)Auction rate securities

$
10,250


$



$



$
10,250Investment securities


1,074



1,074







Total assets measured at fair value

$
11,324


$
1,074


$



$
10,250Interest rate swap liability

$
8,182


$



$
8,182


$
Total liabilities measured at fair value

$
8,182


$



$
8,182


$
     Balance as of February 2, 2008

$
Purchases of auction rate securities


17,750Total losses realized/unrealized included in earnings


Sale of auction rate securities


(7,500
)Balance as of January 31, 2009

$
10,250   instrument-by-instrument
    January 31, 2009

February 2, 2008Carrying

Fair

Carrying

FairValue

Value

Value

Value(Dollars in thousands)Long-term debt (excluding capitalized leases)

$
667,780


$
612,702


$
692,780


$
682,714    59




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (21)
    Stockholders
    Equity              (22)
    Acquisitions  Parisian
      Migerobe,
    Inc.
   60




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##### Table of Contents



BELK,
    INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (23)
    Hurricane
    Katrina    (24)
    Selected
    Quarterly Financial Data (unaudited)    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   Three Months EndedFebruary 2,


November 3,


August 4,


May 5,2008


2007


2007


2007(In thousands, except per share amounts)Revenues

$
1,232,377


$
808,338


$
879,604


$
904,484Gross profit(1)


397,465



236,779



261,776



291,895Net income (loss)


85,669



(6,925
)


7,495



9,501Basic income (loss) per share


1.73



(0.14
)


0.15



0.19Diluted income (loss) per share


1.73



(0.14
)


0.15



0.19     (1)
    
    Gross profit represents revenues less cost of goods sold
    (including occupancy, distribution and buying expenses)   61




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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
   62




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                       63




---



##### 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     64




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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).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). 65




---



##### Table of Contents



10
.4

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
.5

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
.6

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
.7

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.  66




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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)  67