Saks Fifth Avenue 2011 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-13113
SAKS INCORPORATED
(Exact name of registrant as specified in its charter)
Tennessee 62-0331040
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
12 East 49th Street, New York, New York 10017
(Address of principal
executive offices)
(Zip Code)
212-940-5305
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, par value $0.10 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ÍNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No Í
Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ÍNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule-405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ÍNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÍAccelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No Í
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of
July 29, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) was $1,718,444,249
computed using the closing sales price on July 29, 2011 of $10.74. For purposes of this calculation the registrant’s directors
and executive officers are deemed affiliates of the registrant.
On March 9, 2012, 158,927,948 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2012 Annual Meeting of Shareholders to be held on May 30,
2012 are incorporated by reference into Part III of this Form 10-K.

Table of contents

  • Page 1
    ... fiscal quarter) was $1,718,444,249 computed using the closing sales price on July 29, 2011 of $10.74. For purposes of this calculation the registrant's directors and executive officers are deemed affiliates of the registrant. On March 9, 2012, 158,927,948 shares of common stock were outstanding...

  • Page 2
    ... 1 to the Annual Report on Form 10-K (this "Amendment") for the fiscal year ended January 28, 2012, originally filed on March 16, 2012 (the "Original Form 10-K") of Saks Incorporated (the "Company") is being filed solely to amend the "Net Sales by Merchandise Category" table included in Item 8, Note...

  • Page 3
    ...9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...35 Item 9A. Controls and Procedures ...36 Item 9B. Other Information ...36 PART III Item 10. Directors, Executive Officers and Corporate Governance ...37 Item 11. Executive Compensation ...37 Item 12. Security...

  • Page 4
    ...5TH stores are primarily located in upscale mixed-use and off-price centers and offer luxury apparel, shoes, and accessories, targeting the value-conscious customer. As of January 28, 2012, the Company operated 46 SFA stores with a total of approximately 5.5 million square feet and 60 OFF 5TH stores...

  • Page 5
    ... to support the Company's omni-channel strategy and planned sales growth in Saks Direct. The Company will continue to operate its existing distribution facilities located in Aberdeen, Maryland and Ontario, California. Return Policy The Company offers its customers a fair and liberal return policy...

  • Page 6
    ...point-of-sale and sales reporting, purchase order management, receiving, merchandise planning and control, payroll, human resources, general ledger, and accounts payable systems. Bar code ticketing is used, and scanning is utilized at point-of-sale terminals. Information is made available on Company...

  • Page 7
    ... on Fifth Avenue Store The Company's flagship SFA store located on Fifth Avenue in New York City accounted for approximately 22% of total Company sales in 2011 and plays a significant role in creating awareness for the Saks Fifth Avenue brand. Customer Service The Company believes that good customer...

  • Page 8
    ..., and most SFA stores offer a complimentary personal shopping service called "The Fifth Avenue Club." The Company believes that it offers a high level of service for customers shopping online at saks.com through easy-to-use site navigation and functionality and many customer-friendly features such...

  • Page 9
    ... on the luxury retail sector. SFA stores, Saks Direct and OFF 5TH stores offer a wide assortment of luxury fashion apparel, shoes, accessories, jewelry, cosmetics, and gift items. All of the goods that the Company sells are discretionary items. Changes in consumer confidence and fluctuations in...

  • Page 10
    ...style, and volume requirements. Moreover, nearly all of the top designer brands sold by the Company are also sold by competing retailers, and many of these top designer brands also have their own dedicated retail stores and/or their own e-commerce sites. If one or more of these top designers were to...

  • Page 11
    ... selection of luxury fashion apparel, shoes, accessories, jewelry, cosmetics, and gift items, the Company currently competes with a diverse group of retailers, including e-commerce retailers, which sell, among other products, products similar to those of the Company. The Company also competes in...

  • Page 12
    ... of employees to staff new stores and the Company's ability to hire, train, motivate, and retain store personnel; and the ability to attract customers and generate sales sufficient to operate new stores profitably. In future years, the Company may enter into additional markets. These markets may...

  • Page 13
    ...the use of the store, which may result from competition from similar stores in the area, as well as liability for environmental conditions. Store leases generally require the Company to pay a fixed minimum rent and a variable amount based on a percentage of annual sales at that location. The Company...

  • Page 14
    ...was named Executive Vice President of Stores in June 2008. She joined Saks Fifth Avenue in 1995 and held various merchandising positions of increasing responsibility, including the post of Group Senior Vice President and General Merchandise Manager of Fashion and Fine Jewelry, Watches, Women's Shoes...

  • Page 15
    ... 28, 2012: Facility Distribution Center (servicing SFA, Saks Direct and OFF 5TH) ...Distribution Center (servicing SFA and OFF 5TH) ...Corporate Operations Center ...Corporate Headquarters ...Location of Facility Aberdeen, Maryland Ontario, California Jackson, Mississippi New York, New York Square...

  • Page 16
    ... 28, 2012 is as follows: Number of Stores Alabama ...Arizona ...California ...Colorado ...Connecticut ...Florida ...Georgia ...Hawaii ...Illinois ...Indiana ...Kansas ...Louisiana ...Massachusetts ...Maryland ...Michigan ...Minnesota ...Missouri ...North Carolina ...Nevada ...New Jersey ...New York...

  • Page 17
    ... activity for the year ended January 28, 2012 is as follows: SFA Store count as of January 29, 2011 ...New stores opened ...Stores closed ...Store count as of January 28, 2012 ...47 - (1) 46 OFF 5TH 57 5 (2) 60 Total 104 5 (3) 106 Item 3. Legal Proceedings. On February 2, 2011, the plaintiffs in...

  • Page 18
    ...Securities. Market Information The Company's common stock is traded on the New York Stock Exchange under the symbol "SKS". The table below sets forth the high and low sales prices of the Company's common stock as reported on the New York Stock Exchange during each quarter of 2011 and 2010. 2011 High...

  • Page 19
    ..., and (iii) no shares remaining available for issuance. Performance Graph The following graph and table compare the cumulative total shareholder return for the last five fiscal years of the Company's common stock, the S&P Midcap 400 Index, the S&P 500 Department Stores Index, and a Retail...

  • Page 20
    ...Financial Condition and Results of Operations, the Company's Consolidated Financial Statements and notes thereto and the other information contained elsewhere in this Form 10-K. January 28, 2012 Fiscal Year Ended January 29, January 30, January 31, 2011 2010 2009... BALANCE SHEET DATA: Working ...

  • Page 21
    ...5TH stores are primarily located in upscale mixed-use and off-price centers and offer luxury apparel, shoes, and accessories, targeting the value-conscious customer. As of January 28, 2012, the Company operated 46 SFA stores with a total of approximately 5.5 million square feet and 60 OFF 5TH stores...

  • Page 22
    ... stores, targeting girls aged 4-12 years old. Discontinued operations include nominal charges (income) for 2009 and 2010 from residual CLL store closing activities. FINANCIAL PERFORMANCE SUMMARY On a consolidated basis, total net sales and comparable store sales for the year ended January 28, 2012...

  • Page 23
    ..., selected items from the Company's Consolidated Statements of Income, expressed as percentages of net sales (numbers may not total due to rounding): Fiscal Year Ended January 28, January 29, January 30, 2012 2011 2010 Net sales ...Cost of sales ...Gross margin ...Selling, general & administrative...

  • Page 24
    ... the year ended January 29, 2011. The increase in gross margin dollars and gross margin rate was primarily the result of higher sales, increased full-price selling and a reduced level of promotional activity. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") For the year ended January 28, 2012...

  • Page 25
    ...29, 2011 COMPARED TO FISCAL YEAR ENDED JANUARY 30, 2010 DISCUSSION OF OPERATING INCOME (LOSS) - CONTINUING OPERATIONS The following table shows the changes in operating income (loss) from 2009 to 2010: Total (In millions) Company 2009 Operating loss- continuing operations ...$ (54.5) Store sales and...

  • Page 26
    ... for the year ended January 30, 2010. The 2010 charges included closing costs associated with the Plano, Texas; Mission Viejo, California; Southampton, New York; Portland, Oregon; San Diego, California; and Charleston, South Carolina SFA store closures, the Reno, Nevada OFF 5TH store closure, and...

  • Page 27
    ...to 2009 was primarily the result of changes in working capital, driven by an increase in inventory levels to support the increased sales for the period. Cash used in investing activities from continuing operations was $89.4 million in 2011, $55.2 million in 2010, and $73.9 million in 2009. Cash used...

  • Page 28
    ... for cash are to fund operations, acquire or construct new stores, renovate and expand existing stores, provide working capital for new and existing stores, invest in technology and distribution centers and service debt. The Company estimates capital expenditures for 2012 will be between $110 and...

  • Page 29
    ... May 2009, the Company received net proceeds from the convertible notes of approximately $115.3 million after deducting initial purchasers' discounts and offering expenses. The Company used the net proceeds to pay down amounts outstanding under its revolving credit facility and for general corporate...

  • Page 30
    ... and require the Company to make periodic lease payments, aggregating between $6.0 million and $8.0 million per year, excluding interest payments. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS The contractual cash obligations at January 28, 2012 associated with the Company's capital...

  • Page 31
    ... on the information currently available, management does not believe that its potential obligations under these lease guarantees would be material. CREDIT CARDS HSBC offers proprietary credit card accounts to the Company's customers. In April 2003, the Company entered into a program agreement with...

  • Page 32
    ... a short time after the selling transaction, the risk of the Company realizing a materially different amount for sales and gross margin than reported in the consolidated financial statements is minimal. Revenue associated with gift cards is recognized upon redemption by the customer. Breakage income...

  • Page 33
    ...-line method over the estimated useful lives of the assets. Land is not depreciated. Buildings and building improvements are depreciated over 20 to 40 years. Store fixtures are depreciated over 10 years. Equipment utilized in stores (e.g., escalators) and in support areas (e.g., distribution centers...

  • Page 34
    ... tax assets on a quarterly basis. In 2011 and 2010, this evaluation resulted in a net reduction to the reserve against state deferred tax assets of $11.8 million and $2.2 million, impacting the Company's results of operations. A similar analysis was performed in 2009, which resulted in an additional...

  • Page 35
    ... under the Employee Retirement Income Security Act of 1974. The Company may make additional contributions from time to time, generally not to exceed the maximum tax-deductible limitation. The Pension Plan and SERP obligations are valued annually as of the Company's fiscal year-end balance sheet date...

  • Page 36
    ...-11 will not affect the consolidated financial position, results of operations or cash flows of the Company. In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). ASU 2011-05 requires reporting entities to present the total of...

  • Page 37
    ... of planned advertising, marketing, and promotional campaigns; favorable customer response to relationship marketing efforts of proprietary credit card loyalty programs; appropriate inventory management; effective expense control; successful operation of the Company's proprietary credit card...

  • Page 38
    ... were no changes in the Company's internal control over financial reporting that occurred during the quarter ended January 28, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information Not...

  • Page 39
    ...Directors, Executive Officers and Corporate Governance. The information required by this Item with respect to the Company's directors is incorporated by reference to the section entitled "Election of Directors" in the Company's Proxy Statement to be filed in connection with the Company's 2012 Annual...

  • Page 40
    ... or are not applicable, or the required information is included in the consolidated financial statements or notes thereto. (3) Exhibits The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein...

  • Page 41
    ... authorized. Saks Incorporated (Registrant) By: /s/ Kevin G. Wills Kevin G. Wills Executive Vice President and Chief Financial Officer Date: April 4, 2012 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 42
    ..., National Bank of the Great Lakes, Saks Credit Corporation, Household Finance Corporation, and Household Bank (SB), N.A. (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on April 29, 2003) Servicing Agreement, dated as of April 15, 2003, between Saks Fifth...

  • Page 43
    ..., Saks Fifth Avenue, Inc. and HSBC Bank Nevada, N.A. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on November 14, 2011) Second Amended and Restated Credit Agreement, dated as of November 23, 2009, among the Company, the other Borrowers named therein...

  • Page 44
    ... to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2011 (the "2010 Form 10-K") Employment Agreement, dated as of April 17, 2007, between the Company and Kevin G. Wills, Executive Vice President and Chief Financial Officer (incorporated by reference to...

  • Page 45
    ... No. 1 to Saks Incorporated's Annual Report on Form 10-K for the year ended January 28, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at January 28, 2012 and January 29, 2011, (ii) Consolidated Statements of Income for the years ended January 28...

  • Page 46
    SAKS INCORPORATED & SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Statements of Income ...Consolidated Balance Sheets ...Consolidated Statements of Changes in Shareholders' Equity ...Consolidated Statements of Cash ...

  • Page 47
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 48
    SAKS INCORPORATED & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Fiscal Year Ended January 29, January 30, 2011 2010 $ 2,785,745 1,668,487 1,117,258 715,951 98,501 118,696 79,889 1,038 13,085 90,098 (56,725) (4) 117 33,486 (13,...

  • Page 49
    SAKS INCORPORATED & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) January 28, 2012 ASSETS Current assets Cash and cash equivalents ...$ 200,176 Merchandise inventories ...721,887 Other current assets ...78,139 Deferred income taxes, net ...85,472 Total ...

  • Page 50
    ...plans ...Shares withheld for employee taxes ...Income tax effect of stock compensation plans ...Stock-based compensation ...Balance at January 30, 2010 ...Net income ...Net loss arising during the period ...Amortization of net loss included in net periodic benefit cost ...Income tax effect ...Change...

  • Page 51
    SAKS INCORPORATED & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended January 28, January 29, January 30, 2012 2011 2010 OPERATING ACTIVITIES Net income (loss) ...Income (loss) from discontinued operations ...Income (loss) from continuing operations ...Adjustments ...

  • Page 52
    ...aged 4-12 years old. Discontinued operations include nominal charges (income) for 2009 and 2010 from residual CLL store closing activities. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company...

  • Page 53
    ...take delivery of the merchandise. Sales of merchandise from Saks Direct are recognized upon estimated receipt of merchandise by the customer. Revenue associated with gift cards is recognized upon redemption of the card. The Company estimates the amount of goods that will be returned for a refund and...

  • Page 54
    ... FINANCIAL STATEMENTS (In thousands, except per share amounts) The following table summarizes net sales by major merchandise category for 2011, 2010, and 2009: 2011 Net Sales % of Sales Women's apparel ...$ Women's accessories ...Cosmetics and fragrances ...Men's apparel, shoes, and accessories...

  • Page 55
    ... Net advertising expenses were $59,036, $45,465, and $36,025 in 2011, 2010, and 2009, respectively. • Expense reimbursements received from the owner of the Company's proprietary credit card portfolio are discussed at Note 3 to these consolidated financial statements. Store Pre-Opening Costs Store...

  • Page 56
    ... costs for 2011 is $5,041 of asset impairment charges related to held and used assets. During 2010, the Company incurred costs associated with the closing of seven SFA stores and one OFF 5TH store. The Company incurred $12,045 of store closing-related costs associated with these locations. Also...

  • Page 57
    ...by the weighted-average number of common shares outstanding during the period. For the years ended January 28, 2012, January 29, 2011, and January 30, 2010, the computations of diluted EPS assume that the Company's convertible notes would be settled in shares of common stock. Diluted EPS is computed...

  • Page 58
    ...: 2011 2010 2009 Stock options and Employee Stock Purchase Plan shares ...Unvested restricted stock awards and performance shares ...Total ...Securities excluded from the computation of diluted EPS because the exercise prices were greater than the average market price of the Company's common stock...

  • Page 59
    ... funding requirement of the Employee Retirement Income Security Act of 1974. The Company may provide additional contributions from time to time, generally not to exceed the maximum tax-deductible limitation. The Company's pension plans are valued annually as of the fiscal year-end balance sheet date...

  • Page 60
    ... credit card that functions as a traditional proprietary credit card when used at any SFA or OFF 5TH store and at Saks Direct or as a MasterCard card when used at any unaffiliated location that accepts MasterCard cards. HSBC establishes and owns the co-brand accounts, retains the benefits and sales...

  • Page 61
    SAKS INCORPORATED & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) NOTE 4: PROPERTY AND EQUIPMENT A summary of property and equipment is as follows: January 28, 2012 January 29, 2011 Land and land improvements ...$ Buildings ...Leasehold ...

  • Page 62
    ... NOL carryforward is a result of the net operating losses incurred during the fiscal years ended January 30, 2010 and January 31, 2009 due principally to difficult market and macroeconomic conditions. The Company has concluded, based on the weight of all available positive and negative evidence that...

  • Page 63
    ... assets on a quarterly basis. In 2011 and 2010, this evaluation resulted in a net reduction to the reserve against state deferred tax assets of $11,782 and $2,228, respectively, impacting the Company's results of operations. A similar analysis was performed in 2009, which resulted in an additional...

  • Page 64
    SAKS INCORPORATED & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) NOTE 6: DEBT A summary of long-term debt and capital lease obligations is as follows: January 28, 2012 January 29, 2011 Carrying Fair Carrying Fair Amount Value Amount Value $ - $ - ...

  • Page 65
    ... the agreement during 2011 was $20,159. As of January 28, 2012, the Company had no direct outstanding borrowings and had letters of credit outstanding of $6,443. Based on the letters of credit outstanding and the balance of eligible inventory and credit card receivables, the Company had $471,522...

  • Page 66
    ...,000 10,451 109,549 2010 12.9% 9,000 $ 4,207 $ $ $ $ $ January 29, 2011 22,006 120,000 15,223 104,777 2009 12.9% 6,100 2,576 The remaining period over which the unamortized discount will be recognized is 1.8 years. As of January 28, 2012, the if-converted value of the notes exceeded its principal...

  • Page 67
    ...,852 230,000 19,160 210,840 2010 6.2% 4,600 $ 7,702 $ $ $ $ $ January 29, 2011 71,852 230,000 27,352 202,648 2009 6.2% 4,600 7,243 The remaining period over which the unamortized discount will be recognized is 2.1 years. As of January 28, 2012, the if-converted value of the notes did not exceed its...

  • Page 68
    ... based upon sales in excess of stated amounts and normally require the Company to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs. Generally, the leases have primary terms ranging from 20 to 30 years and include renewal options ranging from 5 to 20 years. At...

  • Page 69
    ...") and the California Labor Code and that the Company failed to pay overtime, provide itemized wage statements and provide meal and rest periods. On March 8, 2011, the plaintiffs filed an amended complaint adding a claim for penalties under the California Private Attorneys General Act of 2004. The...

  • Page 70
    ... income (loss) related to the Pension Plan and SERP for the years ended January 28, 2012, January 29, 2011, and January 30, 2010 were as follows: 2011 Components of net periodic benefit cost: Service cost ...$ Interest cost ...Expected return on plan assets ...Amortization of net loss ...Settlement...

  • Page 71
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) Benefit Obligations and Funded Status The following provides a reconciliation of benefit obligations, plan assets and the funded status of the Pension Plan and SERP as of January 28, 2012 and January 29, 2011: January 28...

  • Page 72
    SAKS INCORPORATED & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) The weighted-average assumptions used to determine the net periodic benefit cost are as follows: 2011 Pension Plan: Discount rate ...Expected long-term rate of return on plan assets ...

  • Page 73
    ... changes in the fair value of Level 3 assets for the year ended January 28, 2012 and January 29, 2011: Real Estate Securities January 28, January 29, 2012 2011 Fair value at beginning of year ...$ Actual return on plan assets: Relating to assets still held at year-end ...Relating to assets sold...

  • Page 74
    ... stock in October 2009, at an offering price of $6.70 per share for $95,095 in proceeds, net of issuance costs. The net proceeds were used to reduce borrowings under the Company's revolving credit facility and for general corporate purposes. In November 2010, the Company contributed 1,755 shares...

  • Page 75
    ... not use cash to settle any of its stock-based awards and issues new shares of common stock upon the exercise of stock options and the granting of restricted stock and performance shares. Total stock-based compensation expense and related tax benefits recognized in fiscal years 2011, 2010, and 2009...

  • Page 76
    SAKS INCORPORATED & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) A summary of the stock option activity for 2011 is presented below: 2011 Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Aggregate ...

  • Page 77
    ... closing market price of the Company's common stock on the date of grant. A summary of performance share award activity for 2011 is presented below: January 28, 2012 Weighted Average Shares Grant Price Outstanding at beginning of year ...Granted ...Vested ...Forfeited ...Outstanding at end of year...

  • Page 78
    ... at a 15% discount to market value. In 2009, the HRCC of the Board of Directors suspended the employee stock purchase plan indefinitely. NOTE 11: CLUB LIBBY LU CLOSURE During the fourth quarter of 2008, the Company discontinued the operations of its CLL specialty store business which consisted of...

  • Page 79
    ... & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) NOTE 13: CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables present condensed consolidating financial information for 2011, 2010, and 2009 for: (1) Saks Incorporated and (2) on...

  • Page 80
    ... CONDENSED CONSOLIDATING STATEMENTS OF INCOME FOR THE YEAR ENDED JANUARY 28, 2012 Saks Incorporated NET SALES ...Cost of sales (excluding depreciation and amortization) ...Gross margin ...Selling, general and administrative expenses ...$ Other operating expenses ...Store pre-opening costs...

  • Page 81
    ... & SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 28, 2012 Saks Incorporated ASSETS Current assets Cash and cash equivalents ...$ Merchandise inventories ...Other current assets ...Deferred income taxes, net ...Total current assets ...Property and equipment, net ...Deferred...

  • Page 82
    ... of discount on convertible notes ...Deferred income taxes ...Impairments and dispositions ...Excess tax benefit from stock-based compensation ...Gain on sale of property and equipment ...Changes in operating assets and liabilities, net ...NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES...

  • Page 83
    ... CONDENSED CONSOLIDATING STATEMENTS OF INCOME FOR THE YEAR ENDED JANUARY 29, 2011 Saks Incorporated NET SALES ...Cost of sales (excluding depreciation and amortization) ...Gross margin ...Selling, general and administrative expenses ...$ Other operating expenses ...Store pre-opening costs...

  • Page 84
    ... & SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 29, 2011 Saks Incorporated ASSETS Current assets Cash and cash equivalents ...$ Merchandise inventories ...Other current assets ...Deferred income taxes, net ...Total current assets ...Property and equipment, net ...Deferred...

  • Page 85
    ... CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 29, 2011 Saks Incorporated OPERATING ACTIVITIES Net income ...$ Income from discontinued operations ...Income from continuing operations ...Adjustments to reconcile net income to net cash provided by (used in) operating activities...

  • Page 86
    ... CONDENSED CONSOLIDATING STATEMENTS OF INCOME FOR THE YEAR ENDED JANUARY 30, 2010 Saks Incorporated NET SALES ...Cost of sales (excluding depreciation and amortization) ...Gross margin ...Selling, general and administrative expenses ...$ Other operating expenses ...Store pre-opening costs...

  • Page 87
    ... STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 30, 2010 Saks Guarantor Incorporated Subsidiaries Eliminations Consolidated OPERATING ACTIVITIES Net loss ...$ Loss from discontinued operations ...Loss from continuing operations ...Adjustments to reconcile net loss to net cash provided by (used...

  • Page 88
    Schedule II Valuation and Qualifying Accounts (In thousands) Allowance for Sales Returns Balance January 31, 2009 ...$ Additions, charged to expense ...Deductions ...Balance January 30, 2010 ...Additions, charged to expense ...Deductions ...Balance January 29, 2011 ...Additions, charged to expense ...

  • Page 89
    ... and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 4, 2012 /s/ Stephen I. Sadove Stephen I. Sadove Chief Executive Officer...

  • Page 90
    ... and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 4, 2012 /s/ Kevin G. Wills Kevin G. Wills Chief Financial Officer 3. 4.

  • Page 91
    ... and results of operations of the Company. Date: April 4, 2012 /s/ Stephen I. Sadove Stephen I. Sadove Chief Executive Officer Date: April 4, 2012 /s/ Kevin G. Wills Kevin G. Wills Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Saks...