10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 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 (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  þ    No  ¨

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 þ     No ¨

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	þ	Accelerated 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  þ

As of May 24, 2012, the number of shares of the registrant’s common stock outstanding was 159,233,396.

SAKS INCORPORATED

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	2
	Consolidated Balance Sheets as of April 28, 2012, January 28, 2012, and April 30, 2011	2
	Consolidated Statements of Income for the three months ended April 28, 2012 and April 30, 2011	3
	Consolidated Statements of Comprehensive Income for the three months ended April 28, 2012 and April 30, 2011	4
	Consolidated Statements of Cash Flows for the three months ended April 28, 2012 and April 30, 2011	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussions and Analysis of Financial Condition and Results of Operations.	25
Item 3.	Quantitative And Qualitative Disclosures About Market Risk.	31
Item 4.	Controls and Procedures.	31
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	32
Item 1A.	Risk Factors.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 3.	Defaults Upon Senior Securities.	32
Item 4.	Mine Safety Disclosures.	32
Item 5.	Other Information.	32
Item 6.	Exhibits.	33
SIGNATURE		34

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SAKS INCORPORATED & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	April 28, 2012			January 28, 2012			April 30, 2011
ASSETS
Current assets
Cash and cash equivalents	$	189,032		$	200,176		$	201,983
Merchandise inventories		793,517			721,887			732,212
Other current assets		101,855			78,139			144,602
Deferred income taxes, net		76,734			85,472			58,849
Total current assets		1,161,138			1,085,674			1,137,646
Property and equipment, net		867,668			875,431			881,265
Deferred income taxes, net		134,672			140,455			162,450
Other assets		25,715			26,905			29,745
TOTAL ASSETS	$	2,189,193		$	2,128,465		$	2,211,106
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	155,046		$	115,893		$	146,258
Accrued expenses		213,462			208,795			198,633
Accrued compensation and other related items		43,805			64,552			33,882
Current portion of long-term debt		8,744			7,472			148,181
Total current liabilities		421,057			396,712			526,954
Long-term debt		372,983			367,962			363,000
Other long-term liabilities		157,738			157,007			136,291
Commitments and contingencies		—			—			—
Shareholders’ equity
Preferred stock, $1.00 par value - 10,000 shares authorized; no shares issued and outstanding		—			—			—
Common stock, $0.10 par value - 500,000 shares authorized; 160,552, 160,043, and 163,508 shares issued and outstanding as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively.		16,055			16,004			16,351
Additional paid-in capital		1,294,189			1,296,191			1,311,688
Accumulated other comprehensive loss		(54,268	)		(54,705	)		(46,091	)
Accumulated deficit		(18,561	)		(50,706	)		(97,087	)
Total shareholders’ equity		1,237,415			1,206,784			1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,189,193		$	2,128,465		$	2,211,106

See accompanying Notes to Consolidated Financial Statements

2

SAKS INCORPORATED & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	April 28, 2012			April 30, 2011
NET SALES	$	753,607		$	725,998
Cost of sales (excluding depreciation and amortization)		419,142			406,064
Gross margin		334,465			319,934
Selling, general and administrative expenses		190,024			178,371
Other operating expenses:
Property and equipment rentals		26,161			25,341
Depreciation and amortization		28,850			29,224
Taxes other than income taxes		23,378			23,563
Store pre-opening costs		846			134
Impairments and dispositions		310			2,868
OPERATING INCOME		64,896			60,433
Interest expense		(9,407	)		(13,596	)
Loss on extinguishment of debt		—			(539	)
Other income, net		823			533
INCOME BEFORE INCOME TAXES		56,312			46,831
Provision for income taxes		24,167			18,422
NET INCOME	$	32,145		$	28,409
Earnings per common share:
Basic	$	0.21		$	0.18
Diluted	$	0.18		$	0.16
Weighted-average common shares:
Basic		154,678			156,402
Diluted		199,143			201,564

See accompanying Notes to Consolidated Financial Statements

3

SAKS INCORPORATED & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended
	April 28, 2012		April 30, 2011
NET INCOME	$	32,145	$	28,409
Other comprehensive income:
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax (1)		437		348
Other comprehensive income, net of tax		437		348
COMPREHENSIVE INCOME	$	32,582	$	28,757

(1) Net of tax benefits of $289 and $231 for the three months ended April 28, 2012 and April 30, 2011, respectively.

See accompanying Notes to Consolidated Financial Statements

4

SAKS INCORPORATED & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended
	April 28, 2012			April 30, 2011
OPERATING ACTIVITIES
Net income	$	32,145		$	28,409
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt		—			539
Depreciation and amortization		28,850			29,224
Stock-based compensation		4,391			4,160
Amortization of discount on convertible notes		3,411			3,131
Deferred income taxes		15,000			16,918
Impairments and dispositions		(180	)		(51	)
Excess tax benefits from stock-based compensation		(8,644	)		(656	)
Gain on sale of property and equipment		—			(156	)
Changes in operating assets and liabilities:
Merchandise inventories		(71,630	)		(60,829	)
Other current assets		(23,674	)		(39,917	)
Accounts payable and accrued liabilities		20,078			38,401
Other operating assets and liabilities		2,640			2,695
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,387			21,868
INVESTING ACTIVITIES
Purchases of property and equipment		(20,760	)		(12,095	)
Proceeds from the sale of property and equipment		172			156
NET CASH USED IN INVESTING ACTIVITIES		(20,588	)		(11,939	)
FINANCING ACTIVITIES
Payments of long-term debt		—			(2,438	)
Payments of capital lease obligations		(1,801	)		(1,520	)
Payment of financing fees		—			(2,961	)
Excess tax benefits from stock-based compensation		8,644			656
Net proceeds from the issuance of common stock		214			451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		7,057			(5,812	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(11,144	)		4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		200,176			197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	189,032		$	201,983

See accompanying Notes to the Consolidated Financial Statements.

5

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 1: GENERAL

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Operating results for the three months ended April 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013 (“fiscal year 2012”). The financial statements include the accounts of Saks Incorporated and its subsidiaries (collectively, the “Company”). All intercompany amounts and transactions have been eliminated.

The accompanying Consolidated Balance Sheet as of January 28, 2012 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 28, 2012.

The Company’s operations consist of Saks Fifth Avenue (“SFA”), SFA’s e-commerce operations (“Saks Direct”), and Saks Fifth Avenue OFF 5TH (“OFF 5TH”).

Net Sales

Net sales include sales of merchandise (net of returns and exclusive of sales taxes), commissions from leased departments, shipping and handling revenues related to merchandise sold, and breakage income from unredeemed gift cards. Sales of merchandise from the Company’s retail stores are recognized at the time customers provide a satisfactory form of payment and 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 reduces sales and gross margin by that amount. Commissions from leased departments included in net sales were $11,114 and $8,726 for the three months ended April 28, 2012, and April 30, 2011, respectively. Leased department sales were $76,645 and $63,415 for the three months ended April 28, 2012 and April 30, 2011, respectively, and were excluded from net sales.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash on hand in the stores, deposits with banks, and investments with banks and financial institutions that have original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash equivalents totaled $183,695, $195,449 and $192,786 as of April 28, 2012, January 28, 2012 and April 30, 2011, respectively, primarily consisting of money market funds, demand deposits, and time deposits. Income earned on cash equivalents was $190 and $244 for the three months ended April 28, 2012 and April 30, 2011, respectively, and is included in other income on the accompanying Consolidated Statements of Income.

Inventory

Merchandise inventories are stated at the lower of cost or market and include freight, buying, and distribution costs. The Company takes markdowns related to slow moving inventory, ensuring the appropriate inventory valuation. The Company receives vendor-provided support in different forms. When the vendor provides support for inventory markdowns, the Company records the support as a reduction to cost of sales. Such support is recorded in the period that the corresponding markdowns are taken. When the Company receives inventory-related support that is not designated for markdowns, the Company includes this support as a reduction of the cost of purchases.

6

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

Impairments and Dispositions

Impairment and disposition costs include costs associated with store closures, including employee severance and lease termination fees, asset impairment and disposal charges, and other store closure activities. Additionally, impairment and disposition costs include long-lived asset impairment charges related to assets held and used and losses related to asset dispositions made during the normal course of business. The Company continuously evaluates its real estate portfolio and closes underproductive stores in the normal course of business as leases expire or as other circumstances dictate.

During the three months ended April 28, 2012, the Company incurred charges of $310 primarily related to final expenses associated with the Saks Fifth Avenue Pittsburgh store closing. During the three months ended April 30, 2011, the Company incurred store closing costs of $2,868 primarily due to a lease termination fee for the relocation of its Hilton Head OFF 5TH store.

Segment Reporting

SFA, Saks Direct, and OFF 5TH have been aggregated into one reportable segment based on the aggregation criteria outlined in the authoritative accounting literature.

Fair Value Measurements

As of April 28, 2012 and April 30, 2011, the Company had no financial assets or liabilities measured at fair value on a recurring basis. The carrying value of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable, and accrued expenses as of April 28, 2012, January 28, 2012, and April 30, 2011 approximates their fair value due to the short-term nature of these financial instruments. See Note 5 for fair value disclosures related to the Company’s long-term debt.

Operating Leases

The Company leases the land or the land and building at many of its stores, as well as its distribution centers, administrative facilities, and certain equipment. Most of these leases are classified as operating leases. Most of the Company’s lease agreements include renewal periods at the Company’s option. Store lease agreements generally include rent holidays, rent escalation clauses, and contingent rent provisions that require additional payments based on a percentage of sales in excess of specified levels. Contingent rental payments are recognized when the Company determines that it is probable that the specified levels will be reached during the fiscal year. For leases that contain rent holiday periods and scheduled rent increases, the Company recognizes rent expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. The difference between the straight-line rent amounts and amounts payable under the leases are recorded as deferred rent. Tenant improvement allowances and other lease incentives are recorded as deferred rent liabilities and are recognized on a straight–line basis over the life of the lease. As of April 28, 2012, January 28, 2012, and April 30, 2011 deferred rent liabilities were $70,812, $66,524, and $61,201, respectively. These amounts are included in other long-term liabilities on the Consolidated Balance Sheets.

Gift Cards

The Company sells gift cards with no expiration dates. At the time gift cards are sold, no revenue is recognized and a liability is established for the value of the card. The liability is relieved and revenue is recognized when the gift cards are redeemed by the customer for merchandise. The liability for unredeemed gift cards was $26,258, $28,933, and $28,663 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively and is included in accrued expenses on the Consolidated Balance Sheets.

7

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“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 comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB indefinitely deferred certain provisions of ASU 2011-05 related to the presentation of reclassification adjustments of items out of accumulated other comprehensive income. Effective January 29, 2012, the Company adopted the applicable portions of ASU 2011-05. The adoption did not affect the consolidated financial position, results of operations, or cash flows of the Company.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends the existing fair value guidance to improve consistency in the application and disclosure of fair value measurements in U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 provides certain clarifications to the existing guidance, changes certain fair value principles, and enhances disclosure requirements. Effective January 29, 2012, the Company adopted ASU 2011-04. The adoption of ASU 2011-04 resulted in additional disclosures but did not affect the consolidated financial position, results of operations, or cash flows of the Company.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 enhances disclosure requirements regarding financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement. ASU 2011-11 requires disclosure of both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements in accordance with U.S. GAAP and those entities that prepare their financial statements in accordance with International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of ASU 2011-11 will not affect the consolidated financial position, results of operations or cash flows of the Company.

NOTE 3: INCOME TAXES

The effective income tax rate for the three-month period ended April 28, 2012 was 42.9% as compared to 39.3% for the three-month period ended April 30, 2011. The increase in the effective tax rate for the three months ended April 28, 2012 is primarily due to the write-off of a deferred tax asset associated with non-deductible compensation and an increase in state tax expense.

A reconciliation of the Company’s income tax expense for the three months ended April 28, 2012 and April 30, 2011 is as follows:

	Three Months Ended
	April 28, 2012			April 30, 2011
Expected federal income taxes at statutory rate of 35%	$	19,709		$	16,391
State and local income taxes, net of federal benefit		4,026			2,811
Valuation allowance adjustment related to state net operating losses		(465	)		(710	)
Effect of tax reserve adjustments		(385	)		(116	)
Non-deductible compensation		1,152			—
Other, net		130			46
Income tax expense	$	24,167		$	18,422

8

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

The Company files a consolidated U.S. federal income tax return as well as state tax returns in multiple state jurisdictions. The Company has completed examinations by the Internal Revenue Service or the statute of limitations has expired for taxable years through February 2, 2008. With respect to the state and local jurisdictions, the Company has completed examinations in many jurisdictions through the same period and beyond and currently has examinations in progress in several jurisdictions.

The Company’s Consolidated Balance Sheet as of April 28, 2012 includes a gross deferred tax asset of $101,991 related to U.S. federal and state net operating loss and alternative minimum tax credit carryforwards. The majority of the net operating loss 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 all but $18,752 of these tax benefits relating to certain state losses are more likely than not to be realized in the future. Therefore, a valuation allowance in the amount of $18,752 has been established. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. The Company will continue to assess the need for a valuation allowance in the future. If future results are less than or more than projected or tax planning strategies are no longer viable, then changes to valuation allowances may be required which could have a material impact on the Company’s results of operations in the period in which it is recorded.

NOTE 4: EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. For the three months ended April 28, 2012 and April 30, 2011, the computations of diluted EPS assume that the Company’s convertible notes would be settled in shares of common stock. Diluted EPS is computed by adjusting: (i) the income available to common shareholders for the amount of interest expense recognized related to the convertible notes, and (ii) the weighted-average number of common shares outstanding to assume conversion of the Company’s convertible notes and the issuance of all other potential common shares, if the effect is dilutive. The following table sets forth the computations of basic and diluted EPS for the three months ended April 28, 2012 and April 30, 2011:

	Three Months Ended
	April 28, 2012							April 30, 2011
	Net Income		Shares		Per Share Amount			Net Income		Shares		Per Share Amount
Basic EPS	$	32,145		154,678	$	0.21		$	28,409		156,402	$	0.18
Effect of dilutive potential common shares		4,155		44,465		(0.03	)		3,984		45,162		(0.02	)
Diluted EPS	$	36,300		199,143	$	0.18		$	32,393		201,564	$	0.16

For the three-month periods ended April 28, 2012 and April 30, 2011, the computations of diluted EPS include the effects of 40,889 shares that could be issued upon the conversion of the Company’s convertible notes and the related interest expense, net of tax, of $4,155 and $3,984, respectively, as the effect is dilutive. As of April 28, 2012 and April 30, 2011, there were 1,279 and 1,340 stock options, respectively, that were excluded from the computations of diluted EPS because the exercise prices of the stock options exceed the average market price of the Company’s common stock for the period. As of April 30, 2011, there were 19,219 written call options that were excluded from the computation of diluted EPS because the exercise price of the options exceeded the average market price of the Company’s common stock for the period. The written call options expired during 2011. These options represent the number of instruments outstanding at the end of the period and application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted EPS.

9

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 5: DEBT

A summary of long-term debt and capital lease obligations is as follows:

	April 28, 2012					January 28, 2012					April 30, 2011
	Carrying Amount			Fair Value		Carrying Amount			Fair Value		Carrying Amount			Fair Value
Notes 9.875%, matured fiscal year 2011	$	—		$	—	$	—		$	—	$	141,557		$	146,186
Notes 7.00%, maturing fiscal year 2013		2,125			2,146		2,125			2,183		2,125			2,268
Convertible notes 7.50%, maturing fiscal year 2013, net (1)		110,832			256,730		109,549			228,592		105,908			278,022
Convertible notes 2.00%, maturing fiscal year 2024, net (2)		212,968			247,768		210,840			234,894		204,649			248,402
Capital lease obligations (3)		55,802			n/a		52,920			n/a		56,942			n/a
Total debt		381,727			506,644		375,434			465,669		511,181			674,878
Less current portion:
Notes 9.875%, matured fiscal year 2011		—			—		—			—		(141,557	)		(146,186	)
Capital lease obligations (3)		(8,744	)		n/a		(7,472	)		n/a		(6,624	)		n/a
Current portion of long-term debt		(8,744	)		—		(7,472	)		—		(148,181	)		(146,186	)
Long-term debt	$	372,983		$	506,644	$	367,962		$	465,669	$	363,000		$	528,692

(1) Amount represents the $120,000 convertible notes, net of the unamortized discount of $9,168, $10,451, and $14,092 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively.

(2) Amount represents the $230,000 convertible notes, net of the unamortized discount of $17,032, $19,160, and $25,351 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively.

(3) Disclosure regarding fair value of capital leases is not required.

The fair values of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy and were determined based on recently reported market transactions for the identical liability when traded as an asset or pricing information obtained from a third-party financial institution. The inputs and assumptions used in the pricing models of the financial institution are primarily derived from market-observable sources.

Revolving Credit Facility

The Company has a $500,000 revolving credit facility, subject to a borrowing base equal to a specified percentage of eligible inventory and certain credit card receivables. The availability is based primarily on current levels of inventory, less outstanding letters of credit.

In March 2011, the Company entered into an amendment to its existing revolving credit agreement. The amendment extended the maturity date of this facility from November 23, 2013 to March 29, 2016 and revised certain terms of the existing revolving credit facility. The maximum committed borrowing capacity of the amended facility remains at $500,000. Fees incurred associated with the amendment to the revolving credit agreement were $2,961. As of April 28, 2012, the Company had no direct outstanding borrowings under the facility and had letters of credit outstanding of $5,787.

The obligations under the facility are guaranteed by certain of the Company’s existing and future domestic subsidiaries, and the obligations are secured by the Company’s and the guarantors’ merchandise inventories and certain third party receivables. Borrowings under the facility bear interest at a per annum rate of either: (i) LIBOR plus a percentage ranging from 2.00% to 2.50%, or (ii) the higher of the prime rate or the federal funds rate plus a percentage ranging from 1.00% to 1.50%. Letters of credit are charged a per annum fee equal to the then applicable LIBOR borrowing spread (for standby letters of credit) or the applicable LIBOR

10

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

spread minus 0.50% (for documentary or commercial letters of credit). The Company also pays an unused line fee ranging from 0.38% to 0.50% per annum on the average daily unused revolver.

During periods in which availability under the agreement is $62,500 or more, the Company is not subject to financial covenants. If and when availability under the agreement decreases to less than $62,500, the Company will be subject to a minimum fixed charge coverage ratio of 1.0 to 1.0. There is no debt rating trigger. As of April 28, 2012, the Company was not subject to the minimum fixed charge coverage ratio. The credit agreement contains default provisions that are typical for this type of financing, including a provision that would trigger a default under the credit agreement if a default were to occur in another debt instrument resulting in the acceleration of more than $20,000 of principal under that other instrument.

The revolving credit agreement permits additional debt in specific categories including the following (each category being subject to limitations as described in the revolving credit agreement): (i) debt arising from permitted sale/leaseback transactions; (ii) debt to finance purchases of machinery, equipment, real estate and other fixed assets; (iii) debt in connection with permitted acquisitions; and (iv) unsecured debt. The revolving credit agreement also permits other debt (including permitted sale/leaseback transactions) in an aggregate amount not to exceed $500,000 at any time, including secured debt, so long as it is a permitted lien as defined by the revolving credit agreement. The revolving credit agreement also places certain restrictions on, among other things, asset sales, the ability to make acquisitions and investments, and to pay dividends.

Senior Notes

As of April 28, 2012, the Company had $2,125 of unsecured senior notes outstanding that mature in 2013 with an interest rate of 7.0%. The senior notes are guaranteed by all of the subsidiaries that guarantee the Company’s revolving credit facility. The notes permit certain sale/leaseback transactions but place certain restrictions around the use of proceeds generated from a sale/leaseback transaction. The terms of the senior notes require all principal to be repaid at maturity. There are no financial covenants associated with these notes, and there are no debt-rating triggers.

During April 2011, the Company redeemed $1,911 of its 7.375% senior notes that were set to mature in 2019. The redemption of these notes resulted in a loss on extinguishment of $539.

Convertible Notes

7.5% Convertible Notes

The Company issued $120,000 of 7.5% convertible notes in May 2009 (the “7.5% Convertible Notes”). The 7.5% Convertible Notes mature in December 2013 and are convertible, at the option of the holders at any time, into shares of the Company’s common stock at a conversion rate of $5.54 per share of common stock (21,670 shares of common stock to be issued upon conversion). The Company can settle a conversion of the notes with shares, cash, or a combination thereof at its discretion.

Authoritative accounting literature requires the allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The liability component of the debt instrument is accreted to par value using the effective interest method over the remaining life of the debt. The accretion is reported as a component of interest expense. The equity component is not subsequently revalued as long as it continues to qualify for equity treatment. Upon issuance, the Company estimated the fair value of the liability component of the 7.5% Convertible Notes, assuming a 13.0% non-convertible borrowing rate, to be $97,994. The difference between the fair value and the principal amount of the 7.5% Convertible Notes was $22,006. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. The discount is being accreted to interest expense over the 4.5 year period to the maturity date of the notes in December 2013 resulting in an increase in non-cash interest expense.

2.0% Convertible Senior Notes

The Company issued $230,000 of 2.0% convertible senior notes in March 2004 (the “2.0% Convertible Notes”). The 2.0% Convertible Notes mature in 2024 and, in certain circumstances, allow the holders to convert the notes to shares of the Company’s common stock at a conversion rate of $11.97 per share of common stock (19,219 shares of common stock to be issued upon conversion)

11

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

subject to an anti-dilution adjustment. The holders may put the debt back to the Company in 2014 or 2019 and the debt became callable at the option of the Company on March 21, 2011. The Company can settle a conversion of the notes with shares, cash or a combination thereof at its discretion. The holders may convert the notes at the following times, among others: (i) if the Company’s share price is greater than 120% of the applicable conversion price for a certain trading period; (ii) if the credit ratings of the notes are below a certain threshold; or (iii) upon the occurrence of certain consolidations, mergers or share exchange transactions involving the Company. As of April 28, 2012, none of the conversion criteria were met.

In connection with the issuance of the 2.0% Convertible Notes, the Company entered into a convertible note hedge and written call options on its common stock to reduce the Company’s exposure to dilution from the conversion of the 2.0% Convertible Notes. These transactions were accounted for as a net reduction of shareholders’ equity of $25,000 in 2004. Both the convertible note hedge and written call options expired during 2011.

The Company estimated the fair value of the liability component of the 2.0% Convertible Notes at the date of issuance, assuming a 6.25% non-convertible borrowing rate, to be $158,148. The difference between the fair value and the principal amount of the 2.0% Convertible Notes was $71,852. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. In accordance with the authoritative accounting guidance, the debt discount should be amortized over the expected life of a similar liability that does not have an associated equity component (considering the effects of embedded features other than the conversion option). Since the holders of the notes have put options in 2014 and 2019, the debt instrument is accreted to par value using the effective interest method from issuance until the first put date in 2014 resulting in an increase in non-cash interest expense.

NOTE 6: EMPLOYEE BENEFIT PLANS

The Company sponsors a funded defined-benefit cash balance pension plan (“Pension Plan”) and an unfunded supplemental executive retirement plan (“SERP”) principally benefiting former employees of the Company. Effective January 1, 2007, the Company amended the Pension Plan, suspending future benefit accruals for all participants, except certain participants who as of December 31, 2006 had attained age 55, completed 10 years of credited service, and who are not considered to be highly compensated employees. Effective March 13, 2009, the Company amended the Pension Plan, suspending future benefit accruals for all remaining participants. The Company funds the Pension Plan in accordance with regulatory funding requirements. The components of net periodic benefit cost related to the Pension Plan and SERP for the three months ended April 28, 2012 and April 30, 2011 were as follows:

	Three Months Ended
	April 28, 2012			April 30, 2011
Interest cost	$	1,309		$	1,700
Expected return on plan assets		(1,723	)		(2,100	)
Amortization of net loss		726			579
Net periodic benefit cost	$	312		$	179

The Company contributed $928 to the Pension Plan during the three months ended April 28, 2012 and expects additional funding requirements of approximately $3,450 for the remainder of fiscal year 2012.

12

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 7: SHAREHOLDERS’ EQUITY

The following table summarizes the changes in shareholders’ equity for the three months ended April 28, 2012:

	Common Stock						Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss (1)			Total Shareholders’ Equity
	Shares			Amount
Balance at January 28, 2012		160,043		$	16,004		$	1,296,191		$	(50,706	)	$	(54,705	)	$	1,206,784
Net income											32,145						32,145
Other comprehensive income, net of tax														437			437
Issuance of common stock		39			4			210									214
Net activity under stock compensation plans		1,806			181			(181	)								—
Shares withheld for employee taxes		(1,336	)		(134	)		(15,507	)								(15,641	)
Income tax effect of stock compensation plans								8,316									8,316
Stock-based compensation								4,391									4,391
Deferred tax adjustment related to convertible notes								769									769
Balance at April 28, 2012		160,552		$	16,055		$	1,294,189		$	(18,561	)	$	(54,268	)	$	1,237,415

(1) Accumulated Other Comprehensive Loss is composed of net gains and losses associated with the Company’s defined benefit plans.

The Company has a share repurchase program that authorizes it to purchase shares of the Company’s common stock. There were no shares repurchased during the three months ended April 28, 2012 and April 30, 2011. As of April 28, 2012, there were 29,172 shares remaining available for repurchase under the Company’s share repurchase program.

NOTE 8: STOCK-BASED COMPENSATION

The Company maintains an equity incentive plan, which allows for the granting of stock options, stock appreciation rights, restricted stock, performance share awards and other forms of equity awards to employees, directors, and officers. Stock options generally vest over a four-year period from the grant date and have a contractual term of seven to ten years from the grant date. Restricted stock and performance share awards generally vest over periods ranging from three to five years from the grant date, although the equity incentive plan permits accelerated vesting in certain circumstances at the discretion of the Human Resources and Compensation Committee of the Board of Directors. The Company does 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.

The Company recognizes compensation expense for stock options with graded-vesting on a straight-line basis over the requisite service period. Compensation expense for restricted stock and performance share awards that cliff-vest is recognized on a straight-line basis over the requisite service period. Restricted stock with graded-vesting are treated as multiple awards based upon the vesting date. The Company recognizes compensation expense for these awards on a straight-line basis over the requisite service period for each separately vesting portion of the award.

Total pre-tax stock-based compensation expense for the three months ended April 28, 2012 and April 30, 2011 was approximately $4,391 and $4,160, respectively.

13

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 9: COMMITMENTS AND CONTINGENCIES

Legal Contingencies

On February 2, 2011, the plaintiffs in Dawn Till and Mary Josephs v. Saks Incorporated et al, filed a complaint, with which the Company was served on March 10, 2011, in a purported class and collective action in the U.S. District Court for the Northern District of California. The complaint alleges that the plaintiffs were improperly classified as exempt from the overtime pay requirements of the Fair Labor Standards Act (“FLSA”) 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 plaintiffs seek to proceed collectively under the FLSA and as a class under the California statutes on behalf of individuals who have been employed by OFF 5TH as Selling and Service Managers, Merchandise Team Managers, or Department Managers and similar titles. On February 8, 2012, the same plaintiffs’ counsel from the Till case filed a complaint, with which the Company was served on March 2, 2012, in the U.S. District Court for the Southern District of New York, alleging essentially the same FLSA claim and related claims under New York state law (Tate – Small et al v. Saks Incorporated et al). The Company believes that its managers at OFF 5TH have been properly classified as exempt under both federal and state law and intends to defend these lawsuits vigorously. It is not possible to predict whether the courts will permit these actions to proceed collectively or as a class. The Company cannot reasonably estimate the possible loss or range of loss, if any, that may arise from these matters.

In addition to the litigation described in the preceding paragraph, the Company is involved in legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

Income Taxes

The Company is routinely under examination by federal, state or local taxing authorities in the areas of income taxes and the remittance of sales and use taxes. These examinations include questioning the timing and amount of deductions, the allocation of income among various tax jurisdictions and compliance with federal, state and local tax laws. As of April 28, 2012, certain state sales and use tax examinations were ongoing. Based on annual evaluations of tax filing positions, the Company believes it has adequately accrued for its income tax exposures. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, the Company’s effective tax rate in a given financial statement period may be materially impacted.

Other Matters

From time to time the Company has issued guarantees to landlords under leases of stores operated by its subsidiaries. Certain of these stores were sold in connection with the Saks Department Store Group and the Northern Department Store Group transactions which occurred in July 2005 and March 2006, respectively. If the purchasers fail to perform certain obligations under the leases guaranteed by the Company, the Company could have obligations to landlords under such guarantees. Based on the information currently available, management does not believe that its potential obligations under these lease guarantees would be material.

14

SAKS INCORPORATED & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

NOTE 10: CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following tables present condensed consolidating financial information for: (1) Saks Incorporated and (2) on a combined basis, the guarantors of Saks Incorporated’s senior notes (which are all of the 100%-owned subsidiaries of Saks Incorporated).

The condensed consolidating financial statements presented as of and for the three months ended April 28, 2012 and April 30, 2011, and as of January 28, 2012 reflect the legal entity compositions at the respective dates.

Separate financial statements of the guarantor subsidiaries are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees. Borrowings and the related interest expense under the Company’s revolving credit agreement are allocated to Saks Incorporated and the guarantor subsidiaries under an intercompany revolving credit arrangement. There is also a management fee arrangement among Saks Incorporated and its subsidiaries. As of April 28, 2012, Saks Incorporated was the sole obligor for the majority of the Company’s long-term debt.

15

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET AS OF APRIL 28, 2012

(Dollar amounts in thousands)

(Unaudited)

	Saks Incorporated		Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	183,695	$	5,337				$	189,032
Merchandise inventories				793,517					793,517
Other current assets				101,855					101,855
Deferred income taxes, net				76,734					76,734
Total current assets		183,695		977,443		—			1,161,138
Property and equipment, net				867,668					867,668
Deferred income taxes, net		108,055		26,617					134,672
Other assets		8,992		16,723					25,715
Investment in and advances to subsidiaries		1,267,570			$	(1,267,570	)		—
TOTAL ASSETS	$	1,568,312	$	1,888,451	$	(1,267,570	)	$	2,189,193
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable			$	155,046				$	155,046
Accrued expenses and other current liabilities	$	4,972		252,295					257,267
Current portion of long-term debt				8,744					8,744
Total current liabilities		4,972		416,085		—			421,057
Long-term debt		325,925		47,058					372,983
Other long-term liabilities				157,738					157,738
Investment by and advances from parent				1,267,570	$	(1,267,570	)		—
Shareholders’ equity		1,237,415							1,237,415
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,568,312	$	1,888,451	$	(1,267,570	)	$	2,189,193

16

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED APRIL 28, 2012

(Dollar amounts in thousands)

(Unaudited)

	Saks Incorporated			Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES				$	753,607					$	753,607
Cost of sales (excluding depreciation and amortization)					419,142						419,142
Gross margin		—			334,465			—			334,465
Selling, general and administrative expenses	$	398			189,626						190,024
Other operating expenses		5			78,384						78,389
Store pre-opening costs					846						846
Impairments and dispositions					310						310
Operating income (loss)		(403	)		65,299			—			64,896
Equity in earnings of subsidiaries		36,740					$	(36,740	)		—
Interest expense		(7,958	)		(1,449	)					(9,407	)
Other income, net		823									823
INCOME BEFORE INCOME TAXES		29,202			63,850			(36,740	)		56,312
Provision (benefit) for income taxes		(2,943	)		27,110						24,167
NET INCOME	$	32,145		$	36,740		$	(36,740	)	$	32,145

17

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED APRIL 28, 2012

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated		Guarantor   Subsidiaries		Eliminations		Consolidated
NET INCOME	$	32,145	$	36,740	$	(36,740)	$	32,145
Other comprehensive income:
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax benefit of $289				437				437
Other comprehensive income, net of tax		—		437		—		437
COMPREHENSIVE INCOME	$	32,145	$	37,177	$	(36,740)	$	32,582

18

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 28, 2012

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated			Guarantor   Subsidiaries			Eliminations			Consolidated
OPERATING ACTIVITIES
Net income	$	32,145		$	36,740		$	(36,740	)	$	32,145
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries		(36,740	)					36,740			—
Depreciation and amortization					28,850						28,850
Stock-based compensation					4,391						4,391
Amortization of discount on convertible notes		3,411									3,411
Deferred income taxes		(567	)		15,567						15,000
Impairments and dispositions					(180	)					(180	)
Excess tax benefit from stock-based compensation					(8,644	)					(8,644	)
Changes in operating assets and liabilities, net		4,218			(76,804	)					(72,586	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		2,467			(80	)		—			2,387
INVESTING ACTIVITIES
Purchases of property and equipment					(20,760	)					(20,760	)
Proceeds from the sale of property and equipment					172						172
NET CASH USED IN INVESTING ACTIVITIES		—			(20,588	)		—			(20,588	)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions		(14,435	)		14,435						—
Payments of capital lease obligations					(1,801	)					(1,801	)
Excess tax benefit from stock-based compensation					8,644						8,644
Net proceeds from the issuance of common stock		214									214
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(14,221	)		21,278			—			7,057
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(11,754	)		610						(11,144	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		195,449			4,727						200,176
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	183,695		$	5,337		$	—		$	189,032

19

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET AS OF APRIL 30, 2011

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated		Guarantor   Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	192,786	$	9,197			$	201,983
Merchandise inventories				732,212				732,212
Other current assets				144,602				144,602
Deferred income taxes, net				58,849				58,849
Total current assets		192,786		944,860		—		1,137,646
Property and equipment, net				881,265				881,265
Deferred income taxes, net		93,189		69,261				162,450
Other assets		12,171		17,574				29,745
Investment in and advances to subsidiaries		1,347,593			$	(1,347,593)		—
TOTAL ASSETS	$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable			$	146,258			$	146,258
Accrued expenses and other current liabilities	$	6,639		225,876				232,515
Current portion of long-term debt		141,557		6,624				148,181
Total current liabilities		148,196		378,758		—		526,954
Long-term debt		312,682		50,318				363,000
Other long-term liabilities				136,291				136,291
Investment by and advances from parent				1,347,593	$	(1,347,593)		—
Shareholders’ equity		1,184,861						1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106

20

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED APRIL 30, 2011

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated		Guarantor   Subsidiaries		Eliminations		Consolidated
NET SALES			$	725,998			$	725,998
Cost of sales (excluding depreciation and amortization)				406,064				406,064
Gross margin		—		319,934		—		319,934
Selling, general and administrative expenses	$	371		178,000				178,371
Other operating expenses		5		78,123				78,128
Store pre-opening costs				134				134
Impairments and dispositions				2,868				2,868
Operating income (loss)		(376)		60,809		—		60,433
Equity in earnings of subsidiaries		35,758			$	(35,758)		—
Interest expense		(12,076)		(1,520)				(13,596)
Loss on extinguishment of debt		(539)						(539)
Other income, net		533						533
INCOME BEFORE INCOME TAXES		23,300		59,289		(35,758)		46,831
Provision (benefit) for income taxes		(5,109)		23,531				18,422
NET INCOME	$	28,409	$	35,758	$	(35,758)	$	28,409

21

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED APRIL 30, 2011

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated		Guarantor   Subsidiaries		Eliminations		Consolidated
NET INCOME	$	28,409	$	35,758	$	(35,758)	$	28,409
Other comprehensive income:
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax benefit of $231				348				348
Other comprehensive income, net of tax		—		348		—		348
COMPREHENSIVE INCOME	$	28,409	$	36,106	$	(35,758)	$	28,757

22

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 30, 2011

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated			Guarantor   Subsidiaries			Eliminations			Consolidated
OPERATING ACTIVITIES
Net income	$	28,409		$	35,758		$	(35,758	)	$	28,409
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries		(35,758	)					35,758			—
Loss on extinguishment of debt		539									539
Depreciation and amortization					29,224						29,224
Stock-based compensation					4,160						4,160
Amortization of discount on convertible notes		3,131									3,131
Deferred income taxes		(377	)		17,295						16,918
Impairments and dispositions					(51	)					(51	)
Excess tax benefit from stock-based compensation					(656	)					(656	)
Gain on sale of property and equipment					(156	)					(156	)
Changes in operating assets and liabilities, net		(1,481	)		(58,169	)					(59,650	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(5,537	)		27,405			—			21,868
INVESTING ACTIVITIES
Purchases of property and equipment					(12,095	)					(12,095	)
Proceeds from the sale of property and equipment					156						156
NET CASH USED IN INVESTING ACTIVITIES		—			(11,939	)		—			(11,939	)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions		13,264			(13,264	)					—
Payments of long-term debt		(2,438	)								(2,438	)
Payments of capital lease obligations					(1,520	)					(1,520	)
Payment of financing fees		(2,961	)								(2,961	)
Excess tax benefit from stock-based compensation					656						656
Net proceeds from the issuance of common stock		451									451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		8,316			(14,128	)		—			(5,812	)
INCREASE IN CASH AND CASH EQUIVALENTS		2,779			1,338						4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		190,007			7,859						197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	192,786		$	9,197		$	—		$	201,983

23

SAKS INCORPORATED & SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET AT JANUARY 28, 2012

(Dollar amounts in thousands)

(Unaudited)

	Saks   Incorporated		Guarantor   Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	195,449	$	4,727			$	200,176
Merchandise inventories				721,887				721,887
Other current assets				78,139				78,139
Deferred income taxes, net				85,472				85,472
Total current assets		195,449		890,225		—		1,085,674
Property and equipment, net				875,431				875,431
Deferred income taxes, net		104,343		36,112				140,455
Other assets		12,171		14,734				26,905
Investment in and advances to subsidiaries		1,221,270			$	(1,221,270)		—
TOTAL ASSETS	$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable			$	115,893			$	115,893
Accrued expenses and other current liabilities	$	3,935		269,412				273,347
Current portion of long-term debt				7,472				7,472
Total current liabilities		3,935		392,777		—		396,712
Long-term debt		322,514		45,448				367,962
Other long-term liabilities				157,007				157,007
Investment by and advances from parent				1,221,270	$	(1,221,270)		—
Shareholders’ equity		1,206,784						1,206,784
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis (“MD&A”) is intended to provide an analytical view of the business from management’s perspective of operating the business and has the following components:

¡ Management’s Overview

¡ Results of Operations

¡ Liquidity and Capital Resources

¡ Contractual Obligations and Off-Balance Sheet Arrangements

¡ Critical Accounting Policies and Estimates

MD&A should be read in conjunction with the consolidated financial statements and related notes thereto contained elsewhere in this report.

MANAGEMENT’S OVERVIEW

GENERAL

The operations of Saks Incorporated and its subsidiaries (together the “Company”) consist of Saks Fifth Avenue (“SFA”) stores and SFA e-commerce operations (“Saks Direct”) as well as Saks Fifth Avenue OFF 5TH (“OFF 5TH”). The Company is an omni-channel luxury retailer offering a wide assortment of distinctive fashion apparel, shoes, accessories, jewelry, cosmetics, and gifts. SFA stores are principally free-standing stores in exclusive shopping destinations or anchor stores in upscale regional malls. Customers may also purchase SFA products online at saks.com or by catalog. OFF 5TH is intended to be the premier luxury off-price retailer in the United States. OFF 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 April 28, 2012, the Company operated 45 SFA stores with a total of approximately 5.4 million square feet and 61 OFF 5TH stores with a total of approximately 1.8 million square feet.

FINANCIAL PERFORMANCE SUMMARY

For the first quarter ended April 28, 2012, the Company recorded net income of $32.1 million, or $0.18 per diluted share. The results included after-tax charges of $0.6 million, or $0.01 per share, composed of $0.4 million of pre-opening costs associated with the Company’s new fulfillment center opening in Tennessee in August 2012 and $0.2 million of final expenses related to the Saks Fifth Avenue Pittsburgh store closing.

For the first quarter ended April 30, 2011, the Company recorded net income of $28.4 million, or $0.16 per diluted share. The results included after-tax charges of $1.8 million, or $0.01 per share, of store closing costs primarily related to the lease termination charge incurred in connection with the relocation of the Hilton Head OFF 5TH store and a $0.3 million loss on extinguishment of debt related to the early retirement of the $1.9 million 7.375% senior notes.

The Company believes that an understanding of its reported financial condition and results of operations is not complete without considering the effect of all other components of MD&A included herein.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods presented, selected items from the Company’s Consolidated Statements of Income, expressed as percentages of net sales (numbers may not total due to rounding):

	Three Months Ended
	April 28, 2012			April 30, 2011
Net sales		100.0	%		100.0	%
Cost of sales		55.6			55.9
Gross margin		44.4			44.1
Selling, general & administrative expenses		25.2			24.6
Other operating expenses		10.5			10.8
Impairments and dispositions		0.0			0.4
Operating income		8.6			8.3
Interest expense		(1.2	)		(1.9	)
Loss on extinguishment of debt		—			(0.1	)
Other income, net		0.1			0.1
Income before income taxes		7.5			6.5
Provision for income taxes		3.2			2.5
Net income		4.3	%		3.9	%

THREE MONTHS ENDED APRIL 28, 2012 COMPARED TO THREE MONTHS ENDED APRIL 30, 2011

DISCUSSION OF OPERATING INCOME

The following table shows the changes in operating income for the three-month period ended from April 30, 2011 to April 28, 2012:

(In millions)	Total     Company
For the three months ended April 30, 2011	$	60.4
Store sales and margin		14.6
Operating expenses		(12.7	)
Impairments and dispositions		2.6
Increase		4.5
For the three months ended April 28, 2012	$	64.9

For the three months ended April 28, 2012, the Company’s operating income was $64.9 million compared to operating income of $60.4 million in the same period last year. The $4.5 million improvement in operating income for the quarter was primarily driven by a 4.8% increase in comparable store sales as well as a 30 basis points improvement in the period-over-period gross margin rate resulting from increased full-price selling.

NET SALES

For the three months ended April 28, 2012, total net sales increased 3.8% to $753.6 million from $726.0 million for the three months ended April 30, 2011. Comparable store sales increased $33.5 million, or 4.8%, from $697.3 million for the three months ended April 30, 2011 to $730.8 million for the three months ended April 28, 2012.

Comparable store sales are calculated on a rolling 13-month basis. Thus, to be included in the comparison, a store must be open for 13 months. The additional month is used to transition the first month impact of a new store opening. Correspondingly, closed stores are removed from the comparable store sales comparison when they begin liquidating merchandise. Expanded or remodeled stores are included in the comparable store sales comparison.

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GROSS MARGIN

For the three months ended April 28, 2012, gross margin was $334.5 million, or 44.4% of net sales, compared to $319.9 million, or 44.1% of net sales, for the three months ended April 30, 2011. The Company’s gross margin rate increased 30 basis points in the quarter primarily as a result of increased full-price selling compared to the same period last year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (“SG&A”)

For the three months ended April 28, 2012, SG&A was $190.0 million, or 25.2% of net sales, compared to $178.4 million, or 24.6% of net sales, for the three months ended April 30, 2011. The period-over-period increase was primarily the result of higher variable costs associated with the $27.6 million sales increase for the period and targeted investment spending to support growth areas such as Saks Direct and other omni-channel initiatives.

OTHER OPERATING EXPENSES

For the three months ended April 28, 2012, other operating expenses, including property and equipment rentals, depreciation and amortization, taxes other than income taxes and store pre-opening costs, were $79.2 million, or 10.5% of net sales, compared to $78.3 million, or 10.8% of net sales, for the three months ended April 30, 2011. As a percentage of sales, other operating expenses improved by 30 basis points year-over-year. The increase in operating expenses of $0.9 million was principally driven by increases in property and equipment rentals of $0.8 million and store pre-opening costs of $0.7 million which were partially offset by lower depreciation and amortization.

IMPAIRMENTS AND DISPOSITIONS

For the three months ended April 28, 2012, impairment and disposition costs were $0.3 million compared to $2.9 million for the three months ended April 30, 2011. The current period charge was primarily due to the final expenses related to the Saks Fifth Avenue Pittsburgh store closing. The prior year charges were primarily driven by a lease termination charge incurred in connection with the relocation of the Hilton Head OFF 5th store.

INTEREST EXPENSE

For the three months ended April 28, 2012, interest expense was $9.4 million, or 1.2% of net sales, compared to $13.6 million, or 1.9% of net sales, for the three months ended April 30, 2011. The decrease of $4.2 million was primarily due to the extinguishment of $141.6 million of the 9.875% senior notes that matured in October 2011. Non-cash interest expense associated with the amortization of the debt discount on the Company’s convertible notes was $3.4 million and $3.1 million for the three months ended April 28, 2012 and April 30, 2011, respectively.

INCOME TAXES

The effective income tax rate for the three-month periods ended April 28, 2012 and April 30, 2011 was 42.9% and 39.3%, respectively. The increase in the effective tax rate for the three months ended April 28, 2012 is primarily due to the write-off of a deferred tax asset associated with non-deductible compensation and an increase in state tax expense.

The Company’s Consolidated Balance Sheet as of April 28, 2012 includes a gross deferred tax asset of $102.0 million related to U.S. federal and state net operating loss (“NOL”) and alternative minimum tax credit carryforwards. The majority of the NOL carryforward is a result of the NOLs 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 all but $18.8 million of these tax benefits relating to certain state losses are more likely than not to be realized in the future. Therefore, a valuation allowance in the amount of $18.8 million has been established.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

Net cash provided by operating activities was $2.4 million for the three months ended April 28, 2012 and $21.9 million for the three months ended April 30, 2011. Cash provided by operating activities primarily represents income before depreciation and non-cash charges and after changes in working capital. Working capital is significantly impacted by changes in inventory and accounts payable. Inventory levels typically increase or decrease to support expected sales levels and accounts payable fluctuations are generally determined by the timing of merchandise purchases and payments. The $19.5 million decrease is primarily due to changes in working capital.

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Net cash used in investing activities was $20.6 million for the three months ended April 28, 2012 and $11.9 million for the three months ended April 30, 2011. Cash used in investing activities primarily relates to construction of new stores, renovation and expansion of existing stores, and investments in support areas (e.g., technology and distribution centers). The $8.7 million increase in cash used in investing activities is related to an increase in capital expenditures for the period.

Net cash provided by financing activities was $7.1 million for the three months ended April 28, 2012 and net cash used in financing activities was $5.8 million for the three months ended April 30, 2011. The $12.9 million change in cash flows from financing activities is primarily due to an $8.0 million increase in excess tax benefits from stock-based compensation. Additionally, there were $3.0 million of financing fees and $2.4 million of long-term debt payments made in the prior year related to the amendment of the Company’s revolving credit facility and the redemption of the Company’s 7.375% senior notes. There were no such payments in the current period.

CASH BALANCES AND LIQUIDITY

The Company’s primary sources of short-term liquidity are cash on hand and availability under its $500.0 million revolving credit facility. As of April 28, 2012 and April 30, 2011, the Company maintained cash and cash equivalent balances of $189.0 million and $202.0 million, respectively. Exclusive of $5.3 million and $9.2 million of store operating cash as of April 28, 2012 and April 30, 2011, respectively, cash was invested primarily in money market funds, demand deposits, and time deposits.

The primary needs 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. Additionally, the Company began a multi-year transformation of its information technology systems that will result in the migration of its existing merchandising, finance, and human resources systems to an enterprise-wide systems solution. The Company anticipates that working capital requirements related to existing stores, store renovations and capital expenditures will be funded through cash on hand, cash provided by operations, and the revolving credit facility.

There are numerous general business and economic factors affecting the retail industry. These factors include consumer confidence levels, intense competition, global economic conditions and financial market stability. Significant changes in one or more of these factors could potentially have a material adverse impact on the Company’s ability to generate sufficient cash flows to operate its business. The Company expects to be able to manage its working capital and capital expenditure amounts so as to maintain sufficient levels of liquidity. Depending upon its actual and anticipated sources and uses of liquidity, conditions in the capital markets and other factors, the Company may from time to time consider the issuance of debt or other securities or other possible capital market transactions for the purpose of raising capital which could be used to refinance current indebtedness or for other corporate purposes.

CAPITAL STRUCTURE

The Company continuously evaluates its debt-to-capitalization ratio in light of business and economic trends, interest rate levels, and the terms, conditions and availability of capital in the capital markets. As of April 28, 2012, the Company’s capital and financing structure consisted of a revolving credit facility, senior unsecured notes, convertible senior unsecured notes, and capital and operating leases. As of April 28, 2012, total funded debt (including the equity component of the convertible notes) was $407.9 million, representing a decrease of $142.7 million from the balance of $550.6 million at April 30, 2011. This decrease in debt was primarily the result of the maturity of $141.6 million of the Company’s 9.875% senior notes in October 2011. Additionally, the Company’s debt-to-capitalization ratio decreased to 25.2% as of April 28, 2012 from 32.5% as of April 30, 2011.

Revolving Credit Facility

The Company has a $500.0 million revolving credit facility that matures in March 2016 and is subject to a borrowing base equal to a specified percentage of eligible inventory and certain credit card receivables. As the Company’s inventory levels fluctuate, these changes may, at times, cause the borrowing capacity to fall below the stated $500.0 million maximum. There are no debt ratings-based provisions in the revolving credit facility. The facility includes a fixed-charge coverage ratio requirement of 1.0 to 1.0 that the Company is subject to only if availability under the facility is less than $62.5 million. As of April 28, 2012, the Company was not subject to the fixed charge coverage ratio requirement as its availability under the facility exceeded $62.5 million. Based on the inventory and credit card receivables balances as of April 28, 2012, the Company had $494.2 million of availability under the facility, after deducting outstanding letters of credit of $5.8 million. The facility contains default provisions that are typical for this type of financing, including a provision that would trigger a default under the facility if a default were to occur in another debt instrument

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resulting in the acceleration of more than $20.0 million in that other instrument. As of April 28, 2012, the Company had no direct outstanding borrowings under the revolving credit facility.

Senior Notes

Excluding the convertible notes, as of April 28, 2012, the Company had $2.1 million of senior notes outstanding that mature in 2013 with an interest rate of 7.0%. The terms of the senior notes call for all principal to be repaid at maturity and places limitations on the amount of secured indebtedness the Company may incur. There are no financial covenants or debt-ratings-based provisions associated with these notes. The Company believes it will have sufficient cash on hand, availability under its revolving credit facility, and access to various capital markets to repay the senior notes at maturity.

7.5% Convertible Notes

As of April 28, 2012, the Company had $120.0 million of convertible notes outstanding that bear cash interest semiannually at an annual rate of 7.5% and mature in 2013. The provisions of the convertible notes allow the holder to convert the notes at any time to shares of the Company’s common stock at a conversion rate of 180.5869 shares per one thousand dollars in principal amount of notes. The Company can settle a conversion with shares, cash, or a combination thereof at its discretion.

Upon issuance of the convertible notes, the Company estimated the fair value of the liability component of the 7.5% convertible notes, assuming a 13.0% non-convertible borrowing rate, to be $98.0 million. The difference between the fair value and the principal amount of the 7.5% convertible notes was $22.0 million. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. The current unamortized discount of $9.2 million is being accreted to interest expense over the remaining 1.6 year period to the maturity date of the notes in December 2013 resulting in an increase in non-cash interest expense.

2.0% Convertible Senior Notes

As of April 28, 2012, the Company had $230.0 million of convertible senior notes outstanding that bear interest at a rate of 2.0% per annum and mature in 2024. The provisions of the convertible notes allow the holder to convert the notes to shares of the Company’s common stock at a conversion rate of 83.5609 shares per one thousand dollars in principal amount of notes (subject to an anti-dilution adjustment). The holder may put the debt back to the Company in 2014 or 2019 and the convertible notes became callable at the option of the Company beginning on March 21, 2011. The Company can settle a conversion of the notes with shares, cash, or a combination thereof at its discretion. The holders may convert the notes at the following times, among others: (i) if the Company’s share price is greater than 120% of the applicable conversion price for a certain trading period; (ii) if the credit ratings of the convertible notes are below a certain threshold; or (iii) upon the occurrence of certain consolidations, mergers or share exchange transactions involving the Company. As of April 28, 2012, none of the criteria were met.

The Company estimated the fair value of the liability component, as of the date of issuance, of its 2.0% convertible senior notes assuming a 6.25% non-convertible borrowing rate to be $158.1 million. The difference between the fair value and the principal amount of the notes was $71.9 million. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. The discount is being amortized over the expected life of a similar liability that does not have an associated equity component (considering the effects of embedded features other than the conversion option). Since the holders of the convertible notes have put options in 2014 and 2019, the debt instrument is being accreted to par value using the effective interest method from issuance until the first put date in 2014, resulting in an increase in non-cash interest expense. The current unamortized discount of $17.0 million will be recognized over the remaining 1.9 year period.

The Company believes it will have sufficient cash on hand, availability under its revolving credit facility, and access to various capital markets to retire both convertible notes at maturity.

Capital Leases

As of April 28, 2012, the Company had $55.8 million in capital leases covering various properties and pieces of equipment. The terms of the capital leases provide the lessor with a security interest in the asset being leased and require the Company to make periodic lease payments, aggregating between approximately $6.0 million and $9.0 million per year, excluding interest payments.

Pension Plan

The Company is obligated to fund a defined-benefit cash balance pension plan. The Company’s current policy is to maintain at least the minimum funding requirements specified by the Employee Retirement Income Security Act of 1974. The Company amended the

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Saks Fifth Avenue Pension Plan (“Pension Plan”) during 2006, freezing benefit accruals for all participants except those who have attained age 55 and completed 10 years of credited service as of January 1, 2007, who are considered to be non-highly compensated employees. In January 2009, the Company suspended future benefit accruals for all remaining participants in the plan, effective March 13, 2009. The Company contributed $0.9 million to the Pension Plan during the three months ended April 28, 2012 and expects additional funding requirements of approximately $3.5 million for the remainder of fiscal year 2012.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements which would be reasonably likely to have a current or future material effect, such as obligations under certain guarantees or contracts, retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements, obligations under certain derivative arrangements, or obligations under material variable interests.

There were no other material changes in the Company’s contractual obligations specified in Item 303(a)(5) of Regulation S-K during the three months ended April 28, 2012. For additional information regarding the Company’s contractual obligations as of January 28, 2012, see the Management’s Discussion and Analysis section of the Company’s Annual Report on Form 10-K/A for the year ended January 28, 2012.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the Company’s critical accounting policies and estimates is included in the Management Discussion and Analysis section of the Company’s Annual Report on Form 10-K/A for the year ended January 28, 2012.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 enhances disclosure requirements regarding financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement. ASU 2011-11 requires disclosure of both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements in accordance with U.S. GAAP and those entities that prepare their financial statements in accordance with International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of ASU 2011-11 will not affect the consolidated financial position, results of operations or cash flows of the Company.

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (“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 comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB indefinitely deferred certain provisions of ASU 2011-05 related to the presentation of reclassification adjustments of items out of accumulated other comprehensive income. Effective January 29, 2012, the Company adopted the applicable portions of ASU 2011-05. The adoption did not affect the consolidated financial position, results of operations, or cash flows of the Company.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends the existing fair value guidance to improve consistency in the application and disclosure of fair value measurements in U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 provides certain clarifications to the existing guidance, changes certain fair value principles, and enhances disclosure requirements. Effective January 29, 2012, the Company adopted ASU 2011-04. The adoption of ASU 2011-04 resulted in additional disclosures but did not affect the consolidated financial position, results of operations, or cash flows of the Company.

FORWARD-LOOKING INFORMATION

The information contained in this Form 10-Q that addresses future results or expectations is considered “forward-looking” information within the definition of the Federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,”

30

“estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. Actual consolidated results might differ materially from projected forward-looking information.

The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: the level of consumer spending for luxury apparel and other merchandise carried by the Company and its ability to respond quickly to consumer trends; macroeconomic conditions and their effect on consumer spending; the Company’s ability to secure adequate financing; adequate and stable sources of merchandise; the competitive pricing environment within the retail sector; the effectiveness 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 strategic alliance with HSBC Bank Nevada, N.A.; geo-political risks; the performance of the financial markets; changes in interest rates; and fluctuations in foreign currency. For additional information regarding these and other risk factors, please refer to the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 28, 2012 filed with the Securities and Exchange Commission, which may be accessed through the Internet at www.sec.gov.

The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s exposure to market risk primarily arises from changes in interest rates and the U.S. equity and bond markets. The effects of changes in interest rates on earnings generally have been small relative to other factors that also affect earnings, such as sales and operating margins. The Company seeks to manage exposure to adverse interest rate changes through its normal operating and financing activities, and if appropriate, through the use of derivative financial instruments. Such derivative instruments can be used as part of an overall risk management program in order to manage the costs and risks associated with various financial exposures. The Company does not enter into derivative instruments for trading purposes. The Company is exposed to interest rate risk primarily through its borrowings under its revolving credit facility.

Based on the Company’s market risk sensitive instruments outstanding at April 28, 2012, the Company has determined that there was no material market risk exposure to the Company’s consolidated financial position, results of operations, or cash flows as of such date.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of such date. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to the Company’s internal control over financial reporting that occurred during the three months ended April 28, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this Item is incorporated by reference to “Part I – Financial Information, Note 9 – Contingencies – Legal Contingencies.”

Item 1A. Risk Factors.

There have been no material changes to the risk factors as disclosed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended January 28, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended April 28, 2012 the Company did not sell any equity securities which were not registered under the Securities Act.

The Company has a share repurchase program that authorizes it to purchase up to 70.0 million shares of the Company’s common stock. The Company did not repurchase and retire any shares of common stock during the three months ended April 28, 2012. As of April 28, 2012, approximately 29.2 million shares remained available for repurchase under the Company’s share repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

Exhibit     Number		Exhibit Description
10.1	#	Form of Employment Agreement for Executive Officers (executed by Jennifer de Winter and Denise Incandela) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on December 6, 2007); Form of Amendment to Employment Agreement for Executive Officers (executed by Jennifer de Winter and Denise Incandela) (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on March 18, 2011); Form of Amendment to Employment Agreement for Executive Officers (executed by Jennifer de Winter and Denise Incandela) (to comply with IRC 409A) (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed on March 18, 2011)
31.1	*	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	†	XBRL Instance Document
101.SCH	†	XBRL Taxonomy Extension Schema Document
101.CAL	†	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	†	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	†	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	†	XBRL Taxonomy Extension Presentation Linkbase Document

# Management contract or compensatory plan or arrangement

* Filed herewith

† Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Saks Incorporated (Registrant)
	By:	/s/ Kevin G. Wills
		Kevin G. Wills
Date: May 31, 2012		On behalf of registrant and as Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen I. Sadove, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Saks Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 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: May 31, 2012
	/s/ Stephen I. Sadove
	Stephen I. Sadove
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin G. Wills, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Saks Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 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: May 31, 2012
	/s/ Kevin G. Wills
	Kevin G. Wills
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Saks Incorporated (the “Company”), for the quarterly period ended April 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 31, 2012
	/s/ Stephen I. Sadove
	Stephen I. Sadove
	Chief Executive Officer

Date: May 31, 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 Incorporated and will be retained by Saks Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Stock-Based Compensation (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 4,391	$ 4,160
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)	four
Maximum [Member] | Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term (years)	ten
Maximum [Member] | Restricted Stock And Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)	five
Minimum [Member] | Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term (years)	seven
Minimum [Member] | Restricted Stock And Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (years)	three

XML

Debt (7.5% Convertible Notes) (Details) (Convertible Notes 7.50%, Maturing Fiscal Year 2013 [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Convertible Notes 7.50%, Maturing Fiscal Year 2013 [Member]
Debt Instrument [Line Items]
Principal amount of the Convertible Notes	$ 120,000	$ 120,000	$ 120,000
Debt interest rate	7.50%	7.50%	7.50%
Debt maturity date	2013	2013	2013
Debt issuance date	May 2009
Debt conversion rate per share	$ 5.54
Common stock to be issued upon conversion, shares	21,670
Non-convertible borrowing rate	13.00%
Fair value of liability component, upon issuance	97,994
Carrying amount of the equity component	$ 22,006
Debt discount amortization period (years)	4.5

XML

General (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Summary of Significant Accounting Policies [Line items]
Commissions from leased departments	$ 11,114	$ 8,726
Leased department sales	76,645	63,415
Cash equivalents	183,695	192,786	195,449
Income earned on cash equivalents	190	244
Impairments and dispositions	310	2,868
Deferred rent liabilities	70,812	61,201	66,524
Liability for unredeemed gift cards	26,258	28,663	28,933
Stores Closing Costs [Member]
Summary of Significant Accounting Policies [Line items]
Impairments and dispositions	$ 310	$ 2,868

XML

Condensed Consolidating Financial Information (Condensed Consolidating Statements of Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
NET INCOME	$ 32,145	$ 28,409
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax	437	348
Other comprehensive income, net of tax	437	348
COMPREHENSIVE INCOME	32,582	28,757
Saks Incorporated [Member]
NET INCOME	32,145	28,409
Defined benefit plans:
Other comprehensive income, net of tax	0	0
COMPREHENSIVE INCOME	32,145	28,409
Guarantor Subsidiaries [Member]
NET INCOME	36,740	35,758
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax	437	348
Other comprehensive income, net of tax	437	348
COMPREHENSIVE INCOME	37,177	36,106
Eliminations [Member]
NET INCOME	(36,740)	(35,758)
Defined benefit plans:
Other comprehensive income, net of tax	0	0
COMPREHENSIVE INCOME	$ (36,740)	$ (35,758)

XML

Shareholders' Equity (Narrative) (Details) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Shareholders' Equity [Abstract]
Repurchase and retirement of common stock	0	0
Shares remaining available for repurchase under share repurchase program	29,172

XML

Recent Accounting Pronouncements

3 Months Ended

Apr. 28, 2012

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“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 comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB indefinitely deferredcertain provisions of ASU 2011-05 related to the presentation of reclassification adjustments of items out of accumulated other comprehensive income. Effective January 29, 2012, the Company adopted the applicable portions of ASU 2011-05. The adoption did not affect the consolidated financial position, results of operations, or cash flows of the Company.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends the existing fair value guidance to improve consistency in the application and disclosure of fair value measurements in U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 provides certain clarifications to the existing guidance, changes certain fair value principles, and enhances disclosure requirements. Effective January 29, 2012, the Company adopted ASU 2011-04. The adoption of ASU 2011-04 resulted in additional disclosures but did not affect the consolidated financial position, results of operations, or cash flows of the Company.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 enhances disclosure requirements regarding financial instruments and derivative instruments that are either offset or subject to an enforceable master netting arrangement or similar agreement. ASU 2011-11 requires disclosure of both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements in accordance with U.S. GAAP and those entities that prepare their financial statements in accordance with International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. The adoption of ASU 2011-11 will not affect the consolidated financial position, results of operations or cash flows of the Company.

XML

Condensed Consolidating Financial Information (Condensed Consolidating Statements of Comprehensive Income) (Parenthetical) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Other comprehensive income:
Reclassification, Net gain (loss) recognized in net periodic benefit cost, Tax effect	$ (289)	$ (231)
Guarantor Subsidiaries [Member]
Other comprehensive income:
Reclassification, Net gain (loss) recognized in net periodic benefit cost, Tax effect	$ (289)	$ (231)

XML

Earnings Per Share (Earnings Per Share Calculations) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Earnings Per Share Reconciliation [Line Items]
Net income, Basic EPS	$ 32,145	$ 28,409
Net income, Effect of dilutive potential common shares	4,155	3,984
Net income, Diluted EPS	$ 36,300	$ 32,393
Weighted-average shares, Basic EPS	154,678	156,402
Weighted-average shares, Effect of dilutive potential common shares	44,465	45,162
Weighted-average shares, Diluted EPS	199,143	201,564
Per share amount, Basic EPS	$ 0.21	$ 0.18
Per share amount, Effect of dilutive potential common shares	$ (0.03)	$ (0.02)
Per share amount, Diluted EPS	$ 0.18	$ 0.16

XML

Earnings Per Share (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income, Effect of dilutive potential common shares	$ 4,155	$ 3,984
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted EPS	1,279	1,340
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental common shares attributable to conversion of debt securities	40,889	40,889
Net income, Effect of dilutive potential common shares	$ 4,155	$ 3,984
Call Options Written [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted EPS		19,219

XML

Condensed Consolidating Financial Information (Condensed Consolidating Statements of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
OPERATING ACTIVITIES
NET INCOME	$ 32,145	$ 28,409
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiaries	0	0
Loss on extinguishment of debt	0	539
Depreciation and amortization	28,850	29,224
Stock-based compensation expense	4,391	4,160
Amortization of discount on convertible notes	3,411	3,131
Deferred income taxes	15,000	16,918
Impairments and dispositions	(180)	(51)
Excess tax benefits from stock-based compensation	(8,644)	(656)
Gain on sale of property and equipment	0	(156)
Change in operating assets and liabilities, net	(72,586)	(59,650)
NET CASH PROVIDED BY OPERATING ACTIVITIES	2,387	21,868
INVESTING ACTIVITIES
Purchases of property and equipment	(20,760)	(12,095)
Proceeds from the sale of property and equipment	172	156
NET CASH USED IN INVESTING ACTIVITIES	(20,588)	(11,939)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions	0	0
Payments of long-term debt	0	(2,438)
Payments of capital lease obligations	(1,801)	(1,520)
Payment of financing fees	0	(2,961)
Excess tax benefits from stock-based compensation	8,644	656
Net proceeds from the issuance of common stock	214	451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	7,057	(5,812)
INCREASE IN CASH AND CASH EQUIVALENTS	(11,144)	4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	200,176	197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	189,032	201,983
Saks Incorporated [Member]
OPERATING ACTIVITIES
NET INCOME	32,145	28,409
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiaries	(36,740)	(35,758)
Loss on extinguishment of debt		539
Amortization of discount on convertible notes	3,411	3,131
Deferred income taxes	(567)	(377)
Change in operating assets and liabilities, net	4,218	(1,481)
NET CASH PROVIDED BY OPERATING ACTIVITIES	2,467	(5,537)
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions	(14,435)	13,264
Payments of long-term debt		(2,438)
Payment of financing fees		(2,961)
Net proceeds from the issuance of common stock	214	451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(14,221)	8,316
INCREASE IN CASH AND CASH EQUIVALENTS	(11,754)	2,779
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	195,449	190,007
CASH AND CASH EQUIVALENTS AT END OF PERIOD	183,695	192,786
Guarantor Subsidiaries [Member]
OPERATING ACTIVITIES
NET INCOME	36,740	35,758
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,850	29,224
Stock-based compensation expense	4,391	4,160
Deferred income taxes	15,567	17,295
Impairments and dispositions	(180)	(51)
Excess tax benefits from stock-based compensation	(8,644)	(656)
Gain on sale of property and equipment		(156)
Change in operating assets and liabilities, net	(76,804)	(58,169)
NET CASH PROVIDED BY OPERATING ACTIVITIES	(80)	27,405
INVESTING ACTIVITIES
Purchases of property and equipment	(20,760)	(12,095)
Proceeds from the sale of property and equipment	172	156
NET CASH USED IN INVESTING ACTIVITIES	(20,588)	(11,939)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions	14,435	(13,264)
Payments of capital lease obligations	(1,801)	(1,520)
Excess tax benefits from stock-based compensation	8,644	656
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	21,278	(14,128)
INCREASE IN CASH AND CASH EQUIVALENTS	610	1,338
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	4,727	7,859
CASH AND CASH EQUIVALENTS AT END OF PERIOD	5,337	9,197
Eliminations [Member]
OPERATING ACTIVITIES
NET INCOME	(36,740)	(35,758)
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of subsidiaries	36,740	35,758
NET CASH PROVIDED BY OPERATING ACTIVITIES	0	0
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	0	0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 0	$ 0

XML

Debt (Summary of Long-Term Debt and Capital Lease Obligations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Debt Instrument [Line Items]
Total debt, carrying value	$ 381,727	$ 511,181	$ 375,434
Current portion of long-term debt, carrying value	(8,744)	(148,181)	(7,472)
Long-term debt, carrying value	372,983	363,000	367,962
Total debt, fair value	506,644	674,878	465,669
Current portion of long-term debt, fair value	0	(146,186)	0
Long-term debt, fair value	506,644	528,692	465,669
Notes 9.875%, Matured Fiscal Year 2011 [Member]
Debt Instrument [Line Items]
Total debt, carrying value	0	141,557	0
Current portion of long-term debt, carrying value	0	(141,557)	0
Total debt, fair value	0	146,186	0
Current portion of long-term debt, fair value	0	(146,186)	0
Debt interest rate		9.875%
Debt maturity date		2011
Notes 7.00%, Maturing Fiscal Year 2013 [Member]
Debt Instrument [Line Items]
Total debt, carrying value	2,125	2,125	2,125
Total debt, fair value	2,146	2,268	2,183
Debt interest rate	7.00%	7.00%	7.00%
Debt maturity date	2013	2013	2013
Convertible Notes 7.50%, Maturing Fiscal Year 2013 [Member]
Debt Instrument [Line Items]
Total debt, carrying value	110,832	105,908	109,549
Total debt, fair value	256,730	278,022	228,592
Debt interest rate	7.50%	7.50%	7.50%
Debt maturity date	2013	2013	2013
Principal amount of the Convertible Notes	120,000	120,000	120,000
Unamortized discount	9,168	14,092	10,451
Convertible Notes 2.00%, Maturing Fiscal Year 2024 [Member]
Debt Instrument [Line Items]
Total debt, carrying value	212,968	204,649	210,840
Total debt, fair value	247,768	248,402	234,894
Debt interest rate	2.00%	2.00%	2.00%
Debt maturity date	2024	2024	2024
Principal amount of the Convertible Notes	230,000	230,000	230,000
Unamortized discount	17,032	25,351	19,160
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Total debt, carrying value	55,802	56,942	52,920
Current portion of long-term debt, carrying value	$ (8,744)	$ (6,624)	$ (7,472)

XML

Debt (Revolving Credit Facility) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 500,000
Initiation date	March 2011
Maturity date, prior to amendment	November 23, 2013
Maturity date	March 29, 2016
Amendment fees		2,961
Amount outstanding	0
Interest rate description	Borrowings under the facility bear interest at a per annum rate of either: (i) LIBOR plus a percentage ranging from 2.00% to 2.50%, or (ii) the higher of the prime rate or the federal funds rate plus a percentage ranging from 1.00% to 1.50%.
Default provision, principal acceleration	20,000
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Letters of credit outstanding	5,787
Fees charged for standby letters of credit, description	LIBOR spread
Fees charged for documentary or commercial letters of credit, description	LIBOR spread minus 0.5%
Fees charged for documentary or commercial letters of credit, LIBOR spread deduction	0.50%
Maximum [Member]
Line of Credit Facility [Line Items]
Fees charged on unused borrowing capacity	0.50%
Aggregate amount of other debt, maximum	500,000
Maximum [Member] | Line of Credit Facility, Term Borrowing [Member]
Line of Credit Facility [Line Items]
Interest rate spread	2.50%
Maximum [Member] | Line of Credit Facility, Overnight Borrowing [Member]
Line of Credit Facility [Line Items]
Interest rate spread	1.50%
Minimum [Member]
Line of Credit Facility [Line Items]
Fees charged on unused borrowing capacity	0.38%
Minimum availability required under the financial covenant	$ 62,500
Covenant terms, minimum fixed charge coverage ratio	1.0 to 1.0
Minimum [Member] | Line of Credit Facility, Term Borrowing [Member]
Line of Credit Facility [Line Items]
Interest rate spread	2.00%
Minimum [Member] | Line of Credit Facility, Overnight Borrowing [Member]
Line of Credit Facility [Line Items]
Interest rate spread	1.00%

XML

General

3 Months Ended

Apr. 28, 2012

General [Abstract]

General

NOTE 1: GENERAL

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Operating results for the three months ended April 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013 (“fiscal year 2012”). The financial statements include the accounts of Saks Incorporated and its subsidiaries (collectively, the “Company”). All intercompany amounts and transactions have been eliminated.

The accompanying Consolidated Balance Sheet as of January 28, 2012 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K/A for the fiscal year ended January 28, 2012.

The Company's operations consist of Saks Fifth Avenue (“SFA”), SFA's e-commerce operations (“Saks Direct”), and Saks Fifth Avenue OFF 5TH (“OFF 5TH").

Net Sales

Net sales include sales of merchandise (net of returns and exclusive of sales taxes), commissions from leased departments, shipping and handling revenues related to merchandise sold, and breakage income from unredeemed gift cards. Sales of merchandise from the Company's retail stores are recognized at the time customers provide a satisfactory form of payment and 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 reduces sales and gross margin by that amount. Commissions from leased departments included in net sales were $11,114 and $8,726 for the three months endedApril 28, 2012, and April 30, 2011, respectively. Leased department sales were $76,645 and$63,415for the three months endedApril 28, 2012and April 30, 2011, respectively, and were excluded from net sales.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash on hand in the stores, deposits with banks, and investments with banks and financial institutions that have original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash equivalents totaled $183,695, $195,449 and $192,786 as of April 28, 2012, January 28, 2012 and April 30, 2011, respectively, primarily consisting of money market funds, demand deposits, and time deposits. Income earned on cash equivalents was $190 and$244 for the three months ended April 28, 2012and April 30, 2011, respectively, and is included in other income on the accompanying Consolidated Statements of Income.

Inventory

Merchandise inventories are stated at the lower of cost or market and include freight, buying, and distribution costs. The Company takes markdowns related to slow moving inventory, ensuring the appropriate inventory valuation. The Company receives vendor-provided support in different forms. When the vendor provides support for inventory markdowns, the Company records the support as a reduction to cost of sales. Such support is recorded in the period that the corresponding markdowns are taken. When the Company receives inventory-related support that is not designated for markdowns, the Company includes this support as a reduction of the cost of purchases.

Impairments and Dispositions

Impairment and disposition costs include costs associated with store closures, including employee severance and lease termination fees, asset impairment and disposal charges, and other store closure activities. Additionally, impairment and disposition costs include long-lived asset impairment charges related to assets held and used and losses related to asset dispositions made during the normal course of business.The Company continuously evaluates its real estate portfolio and closes underproductive stores in the normal course of business as leases expire or as other circumstances dictate.

During the three months ended April 28, 2012, the Company incurred charges of $310 primarily related to final expenses associated with the Saks Fifth Avenue Pittsburgh store closing.During the three months ended April 30, 2011, the Company incurred store closing costs of $2,868 primarily due to a lease termination fee for the relocation of its Hilton Head OFF 5TH store.

Segment Reporting

SFA, Saks Direct, and OFF 5TH have been aggregated into one reportable segment based on the aggregation criteria outlined in the authoritative accounting literature.

Fair Value Measurements

As of April 28, 2012 and April 30, 2011, the Company had no financial assets or liabilities measured at fair value on a recurring basis. The carrying value of the Company's financial instruments, including cash and cashequivalents, receivables, accounts payable, and accrued expenses as of April 28, 2012, January 28, 2012, and April 30, 2011 approximates their fair value due to the short-term nature of these financial instruments. See Note 5 for fair value disclosures related to the Company's long-term debt.

Operating Leases

The Company leases the land or the land and building at many of its stores, as well as its distribution centers, administrative facilities, and certain equipment. Most of these leases are classified as operating leases. Most of the Company's lease agreements include renewal periods at the Company's option. Store lease agreements generally include rent holidays, rent escalation clauses, and contingent rent provisions that require additional payments based on a percentage of sales in excess of specified levels. Contingent rental payments are recognized when the Company determines that it is probable that the specified levels will be reached during the fiscal year. For leases that contain rent holiday periods and scheduled rent increases, the Company recognizes rent expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. The difference between the straight-line rent amounts and amounts payable under the leases are recorded as deferred rent. Tenant improvement allowances and other lease incentives are recorded as deferred rent liabilities and are recognized on a straight–line basis over the life of the lease. As of April 28, 2012, January 28, 2012, and April 30, 2011 deferred rent liabilities were $70,812,$66,524,and $61,201, respectively. These amounts are included in other long-term liabilities on the Consolidated Balance Sheets.

Gift Cards

The Company sells gift cards with no expiration dates. At the time gift cards are sold, no revenue is recognized and a liability is established for the value of the card. The liability is relieved and revenue is recognized when the gift cards are redeemed by the customer for merchandise. The liability for unredeemed gift cards was$26,258, $28,933, and $28,663 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively and is included in accrued expenses on the Consolidated Balance Sheets.

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Debt (Senior Notes) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Debt Instrument [Line Items]
Unsecured senior notes outstanding	$ 2,125
Loss on extinguishment of debt	0	(539)
Notes 7.375%, Maturing Fiscal Year 2019 [Member]
Debt Instrument [Line Items]
Repurchase of senior notes		1,911
Loss on extinguishment of debt		(539)
Debt interest rate		7.375%
Debt maturity date		2019
Notes 7.0%, Maturing Fiscal Year 2013 [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding	$ 2,125
Debt interest rate	7.00%
Debt maturity date	2013

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Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011	Jan. 29, 2011
ASSETS
Cash and cash equivalents	$ 189,032	$ 200,176	$ 201,983	$ 197,866
Merchandise inventories	793,517	721,887	732,212
Other current assets	101,855	78,139	144,602
Deferred income taxes, net	76,734	85,472	58,849
Total current assets	1,161,138	1,085,674	1,137,646
Property and equipment, net	867,668	875,431	881,265
Deferred income taxes, net	134,672	140,455	162,450
Other assets	25,715	26,905	29,745
Investment in and advances to subsidiaries	0	0	0
TOTAL ASSETS	2,189,193	2,128,465	2,211,106
LIABILITIES AND SHAREHOLDERS' EQUITY
Trade accounts payable	155,046	115,893	146,258
Accrued expenses and other liabilities	257,267	273,347	232,515
Current portion of long-term debt	8,744	7,472	148,181
Total current liabilities	421,057	396,712	526,954
Long-term debt	372,983	367,962	363,000
Other long-term liabilities	157,738	157,007	136,291
Investment by and advances from parent	0	0	0
Shareholders' Equity	1,237,415	1,206,784	1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2,189,193	2,128,465	2,211,106
Saks Incorporated [Member]
ASSETS
Cash and cash equivalents	183,695	195,449	192,786	190,007
Total current assets	183,695	195,449	192,786
Deferred income taxes, net	108,055	104,343	93,189
Other assets	8,992	12,171	12,171
Investment in and advances to subsidiaries	1,267,570	1,221,270	1,347,593
TOTAL ASSETS	1,568,312	1,533,233	1,645,739
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and other liabilities	4,972	3,935	6,639
Current portion of long-term debt			141,557
Total current liabilities	4,972	3,935	148,196
Long-term debt	325,925	322,514	312,682
Shareholders' Equity	1,237,415	1,206,784	1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,568,312	1,533,233	1,645,739
Guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	5,337	4,727	9,197	7,859
Merchandise inventories	793,517	721,887	732,212
Other current assets	101,855	78,139	144,602
Deferred income taxes, net	76,734	85,472	58,849
Total current assets	977,443	890,225	944,860
Property and equipment, net	867,668	875,431	881,265
Deferred income taxes, net	26,617	36,112	69,261
Other assets	16,723	14,734	17,574
TOTAL ASSETS	1,888,451	1,816,502	1,912,960
LIABILITIES AND SHAREHOLDERS' EQUITY
Trade accounts payable	155,046	115,893	146,258
Accrued expenses and other liabilities	252,295	269,412	225,876
Current portion of long-term debt	8,744	7,472	6,624
Total current liabilities	416,085	392,777	378,758
Long-term debt	47,058	45,448	50,318
Other long-term liabilities	157,738	157,007	136,291
Investment by and advances from parent	1,267,570	1,221,270	1,347,593
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,888,451	1,816,502	1,912,960
Eliminations [Member]
ASSETS
Cash and cash equivalents	0		0
Total current assets	0	0	0
Investment in and advances to subsidiaries	(1,267,570)	(1,221,270)	(1,347,593)
TOTAL ASSETS	(1,267,570)	(1,221,270)	(1,347,593)
LIABILITIES AND SHAREHOLDERS' EQUITY
Total current liabilities	0	0	0
Investment by and advances from parent	(1,267,570)	(1,221,270)	(1,347,593)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ (1,267,570)	$ (1,221,270)	$ (1,347,593)

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
ASSETS
Cash and cash equivalents	$ 189,032	$ 200,176	$ 201,983
Merchandise inventories	793,517	721,887	732,212
Other current assets	101,855	78,139	144,602
Deferred income taxes, net	76,734	85,472	58,849
Total current assets	1,161,138	1,085,674	1,137,646
Property and equipment, net	867,668	875,431	881,265
Deferred income taxes, net	134,672	140,455	162,450
Other assets	25,715	26,905	29,745
TOTAL ASSETS	2,189,193	2,128,465	2,211,106
LIABILITIES AND SHAREHOLDERS' EQUITY
Trade accounts payable	155,046	115,893	146,258
Accrued expenses	213,462	208,795	198,633
Accrued compensation and other related items	43,805	64,552	33,882
Current portion of long-term debt	8,744	7,472	148,181
Total current liabilities	421,057	396,712	526,954
Long-term debt	372,983	367,962	363,000
Other long-term liabilities	157,738	157,007	136,291
Commitments and contingencies	0	0	0
SHAREHOLDERS' EQUITY
Preferred stock, $1.00 par value - 10,000 shares authorized; no shares issued and outstanding	0	0	0
Common stock, $0.10 par value - 500,000 shares authorized; 160,552, 160,043, and 163,508 shares issued and outstanding as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively.	16,055	16,004	16,351
Additional paid-in capital	1,294,189	1,296,191	1,311,688
Accumulated other comprehensive loss	(54,268)	(54,705)	(46,091)
Accumulated deficit	(18,561)	(50,706)	(97,087)
Total sharesholders' equity	1,237,415	1,206,784	1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 2,189,193	$ 2,128,465	$ 2,211,106

XML

Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Other comprehensive income:
Reclassification, Net gain (loss) recognized in net periodic benefit cost, Tax effect	$ (289)	$ (231)

XML

Employee Benefit Plans (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Defined Benefit Plans [Abstract]
Pension plan, grandfathered participants, minimum age for eligibility (years)	55
Pension plan, grandfathered participants, minimum service tenure (years)	10
Pension plan, grandfathered participants, credited service cut-off date	12/31/2006
Pension plan, effective date of amendment, first	1/1/2007
Pension plan, effective date of amendment, second	3/13/2009
Pension plan, employer contributions	$ 928
Pension plan, estimated future employer contributions for remainder of current year	$ 3,450

XML

Employee Benefit Plans (Tables)

3 Months Ended

Apr. 28, 2012

Employee Benefit Plans [Abstract]

Components of Net Periodic Benefit Cost

		Three Months Ended
		April 28,		April 30,
		2012		2011
Interest cost		$	1,309	$	1,700
Expected return on plan assets			(1,723)		(2,100)
Amortization of net loss			726		579
	Net periodic benefit cost	$	312	$	179

XML

Employee Benefit Plans (Components of Net Periodic Benefit Cost) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Components of Net Periodic Benefit Cost [Abstract]
Interest cost	$ 1,309	$ 1,700
Expected return on plan assets	(1,723)	(2,100)
Amortization of net loss	726	579
Net periodic benefit cost	$ 312	$ 179

XML

Condensed Consolidating Financial Information (Tables)

3 Months Ended

12 Months Ended

Apr. 28, 2012

Apr. 30, 2011

Jan. 28, 2012

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Balance Sheet

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	183,695	$	5,337			$	189,032
	Merchandise inventories					793,517				793,517
	Other current assets					101,855				101,855
	Deferred income taxes, net					76,734				76,734
		Total current assets		183,695		977,443		―		1,161,138
Property and equipment, net						867,668				867,668
Deferred income taxes, net				108,055		26,617				134,672
Other assets				8,992		16,723				25,715
Investment in and advances to subsidiaries				1,267,570			$	(1,267,570)		―
TOTAL ASSETS			$	1,568,312	$	1,888,451	$	(1,267,570)	$	2,189,193
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	155,046			$	155,046
	Accrued expenses and other current liabilities		$	4,972		252,295				257,267
	Current portion of long-term debt					8,744				8,744
		Total current liabilities		4,972		416,085		―		421,057
Long-term debt				325,925		47,058				372,983
Other long-term liabilities						157,738				157,738
Investment by and advances from parent						1,267,570	$	(1,267,570)		―
Shareholders' equity				1,237,415						1,237,415
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,568,312	$	1,888,451	$	(1,267,570)	$	2,189,193

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	192,786	$	9,197			$	201,983
	Merchandise inventories					732,212				732,212
	Other current assets					144,602				144,602
	Deferred income taxes, net					58,849				58,849
		Total current assets		192,786		944,860		―		1,137,646
Property and equipment, net						881,265				881,265
Deferred income taxes, net				93,189		69,261				162,450
Other assets				12,171		17,574				29,745
Investment in and advances to subsidiaries				1,347,593			$	(1,347,593)		―
TOTAL ASSETS			$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	146,258			$	146,258
	Accrued expenses and other current liabilities		$	6,639		225,876				232,515
	Current portion of long-term debt			141,557		6,624				148,181
		Total current liabilities		148,196		378,758		―		526,954
Long-term debt				312,682		50,318				363,000
Other long-term liabilities						136,291				136,291
Investment by and advances from parent						1,347,593	$	(1,347,593)		―
Shareholders' equity				1,184,861						1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	195,449	$	4,727			$	200,176
	Merchandise inventories					721,887				721,887
	Other current assets					78,139				78,139
	Deferred income taxes, net					85,472				85,472
		Total current assets		195,449		890,225		―		1,085,674
Property and equipment, net						875,431				875,431
Deferred income taxes, net				104,343		36,112				140,455
Other assets				12,171		14,734				26,905
Investment in and advances to subsidiaries				1,221,270			$	(1,221,270)		―
TOTAL ASSETS			$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	115,893			$	115,893
	Accrued expenses and other current liabilities		$	3,935		269,412				273,347
	Current portion of long-term debt					7,472				7,472
		Total current liabilities		3,935		392,777		―		396,712
Long-term debt				322,514		45,448				367,962
Other long-term liabilities						157,007				157,007
Investment by and advances from parent						1,221,270	$	(1,221,270)		―
Shareholders' equity				1,206,784						1,206,784
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465

Condensed Consolidating Statements of Income

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
NET SALES				$	753,607			$	753,607
Cost of sales (excluding depreciation and amortization)					419,142				419,142
	Gross margin		―		334,465		―		334,465
Selling, general and administrative expenses		$	398		189,626				190,024
Other operating expenses			5		78,384				78,389
Store pre-opening costs					846				846
Impairments and dispositions					310				310
	Operating income (loss)		(403)		65,299		―		64,896
Equity in earnings of subsidiaries			36,740			$	(36,740)		―
Interest expense			(7,958)		(1,449)				(9,407)
Other income, net			823						823
	INCOME BEFORE INCOME TAXES		29,202		63,850		(36,740)		56,312
Provision (benefit) for income taxes			(2,943)		27,110				24,167
NET INCOME		$	32,145	$	36,740	$	(36,740)	$	32,145

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
NET SALES				$	725,998			$	725,998
Cost of sales (excluding depreciation and amortization)					406,064				406,064
	Gross margin		―		319,934		―		319,934
Selling, general and administrative expenses		$	371		178,000				178,371
Other operating expenses			5		78,123				78,128
Store pre-opening costs					134				134
Impairments and dispositions					2,868				2,868
	Operating income (loss)		(376)		60,809		―		60,433
Equity in earnings of subsidiaries			35,758			$	(35,758)		―
Interest expense			(12,076)		(1,520)				(13,596)
Loss on extinguishment of debt			(539)						(539)
Other income, net			533						533
	INCOME BEFORE INCOME TAXES		23,300		59,289		(35,758)		46,831
Provision (benefit) for income taxes			(5,109)		23,531				18,422
NET INCOME		$	28,409	$	35,758	$	(35,758)	$	28,409

Condensed Consolidating Statements of Comprehensive Income

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
NET INCOME			$	32,145	$	36,740	$	(36,740)	$	32,145
Other comprehensive income:
	Defined benefit plans:
		Amortization of net loss included in net periodic benefit cost,
		net of tax benefit of $289				437				437
Other comprehensive income, net of tax				―		437		―		437
COMPREHENSIVE INCOME			$	32,145	$	37,177	$	(36,740)	$	32,582

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
NET INCOME			$	28,409	$	35,758	$	(35,758)	$	28,409
Other comprehensive income:
	Defined benefit plans:
		Amortization of net loss included in net periodic benefit cost,
		net of tax benefit of $231				348				348
Other comprehensive income, net of tax				―		348		―		348
COMPREHENSIVE INCOME			$	28,409	$	36,106	$	(35,758)	$	28,757

Condensed Consolidating Statements of Cash Flows

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
OPERATING ACTIVITIES
Net income		$	32,145	$	36,740	$	(36,740)	$	32,145
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Equity in earnings of subsidiaries		(36,740)				36,740		―
	Depreciation and amortization				28,850				28,850
	Stock-based compensation				4,391				4,391
	Amortization of discount on convertible notes		3,411						3,411
	Deferred income taxes		(567)		15,567				15,000
	Impairments and dispositions				(180)				(180)
	Excess tax benefit from stock-based compensation				(8,644)				(8,644)
	Changes in operating assets and liabilities, net		4,218		(76,804)				(72,586)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			2,467		(80)		―		2,387
INVESTING ACTIVITIES
Purchases of property and equipment					(20,760)				(20,760)
Proceeds from the sale of property and equipment					172				172
NET CASH USED IN INVESTING ACTIVITIES			―		(20,588)		―		(20,588)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions			(14,435)		14,435				―
Payments of capital lease obligations					(1,801)				(1,801)
Excess tax benefit from stock-based compensation					8,644				8,644
Net proceeds from the issuance of common stock			214						214
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(14,221)		21,278		―		7,057
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(11,754)		610				(11,144)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			195,449		4,727				200,176
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	183,695	$	5,337	$	―	$	189,032

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
OPERATING ACTIVITIES
Net income		$	28,409	$	35,758	$	(35,758)	$	28,409
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Equity in earnings of subsidiaries		(35,758)				35,758		―
	Loss on extinguishment of debt		539						539
	Depreciation and amortization				29,224				29,224
	Stock-based compensation				4,160				4,160
	Amortization of discount on convertible notes		3,131						3,131
	Deferred income taxes		(377)		17,295				16,918
	Impairments and dispositions				(51)				(51)
	Excess tax benefit from stock-based compensation				(656)				(656)
	Gain on sale of property and equipment				(156)				(156)
	Changes in operating assets and liabilities, net		(1,481)		(58,169)				(59,650)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(5,537)		27,405		―		21,868
INVESTING ACTIVITIES
Purchases of property and equipment					(12,095)				(12,095)
Proceeds from the sale of property and equipment					156				156
NET CASH USED IN INVESTING ACTIVITIES			―		(11,939)		―		(11,939)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions			13,264		(13,264)				―
Payments of long-term debt			(2,438)						(2,438)
Payments of capital lease obligations					(1,520)				(1,520)
Payment of financing fees			(2,961)						(2,961)
Excess tax benefit from stock-based compensation					656				656
Net proceeds from the issuance of common stock			451						451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			8,316		(14,128)		―		(5,812)
INCREASE IN CASH AND CASH EQUIVALENTS			2,779		1,338				4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			190,007		7,859				197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	192,786	$	9,197	$	―	$	201,983

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
OPERATING ACTIVITIES
NET INCOME	$ 32,145	$ 28,409
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on extinguishment of debt	0	539
Depreciation and amortization	28,850	29,224
Stock-based compensation expense	4,391	4,160
Amortization of discount on convertible notes	3,411	3,131
Deferred income taxes	15,000	16,918
Impairments and dispositions	(180)	(51)
Excess tax benefits from stock-based compensation	(8,644)	(656)
Gain on sale of property and equipment	0	(156)
Changes in operating assets and liabilities:
Merchandise inventories	(71,630)	(60,829)
Other current assets	(23,674)	(39,917)
Accounts payable and accrued liabilities	20,078	38,401
Other operating assets and liabilities	2,640	2,695
NET CASH PROVIDED BY OPERATING ACTIVITIES	2,387	21,868
INVESTING ACTIVITIES
Purchases of property and equipment	(20,760)	(12,095)
Proceeds from the sale of property and equipment	172	156
NET CASH USED IN INVESTING ACTIVITIES	(20,588)	(11,939)
FINANCING ACTIVITIES
Payments of long-term debt	0	(2,438)
Payments of capital lease obligations	(1,801)	(1,520)
Payment of financing fees	0	(2,961)
Excess tax benefits from stock-based compensation	8,644	656
Net proceeds from the issuance of common stock	214	451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	7,057	(5,812)
INCREASE IN CASH AND CASH EQUIVALENTS	(11,144)	4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	200,176	197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 189,032	$ 201,983

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Preferred stock, par value	$ 1.00	$ 1.00	$ 1.00
Preferred stock, shares authorized	10,000	10,000	10,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value	$ 0.10	$ 0.10	$ 0.10
Common stock, shares authorized	500,000	500,000	500,000
Common stock, shares issued	160,552	160,043	163,508
Common stock, shares outstanding	160,552	160,043	163,508

XML

Condensed Consolidating Financial Information

3 Months Ended

Apr. 28, 2012

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

NOTE 10: CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following tables present condensed consolidating financial information for: (1) Saks Incorporated and (2) on a combined basis, the guarantors of Saks Incorporated's senior notes (which are all of the 100%-owned subsidiaries of Saks Incorporated).

The condensed consolidating financial statements presented as of and for the three months ended April 28, 2012 and April 30, 2011, and as ofJanuary 28, 2012 reflect the legal entity compositions at the respective dates.

Separate financial statements of the guarantor subsidiaries are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees. Borrowings and the related interest expense under the Company's revolving credit agreement are allocated to Saks Incorporated and the guarantor subsidiaries under an intercompany revolving credit arrangement. There is also a management fee arrangement among Saks Incorporated and its subsidiaries. As ofApril 28, 2012, Saks Incorporated was the sole obligor for the majority of the Company's long-term debt..

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	183,695	$	5,337			$	189,032
	Merchandise inventories					793,517				793,517
	Other current assets					101,855				101,855
	Deferred income taxes, net					76,734				76,734
		Total current assets		183,695		977,443		―		1,161,138
Property and equipment, net						867,668				867,668
Deferred income taxes, net				108,055		26,617				134,672
Other assets				8,992		16,723				25,715
Investment in and advances to subsidiaries				1,267,570			$	(1,267,570)		―
TOTAL ASSETS			$	1,568,312	$	1,888,451	$	(1,267,570)	$	2,189,193
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	155,046			$	155,046
	Accrued expenses and other current liabilities		$	4,972		252,295				257,267
	Current portion of long-term debt					8,744				8,744
		Total current liabilities		4,972		416,085		―		421,057
Long-term debt				325,925		47,058				372,983
Other long-term liabilities						157,738				157,738
Investment by and advances from parent						1,267,570	$	(1,267,570)		―
Shareholders' equity				1,237,415						1,237,415
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,568,312	$	1,888,451	$	(1,267,570)	$	2,189,193

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
NET SALES				$	753,607			$	753,607
Cost of sales (excluding depreciation and amortization)					419,142				419,142
	Gross margin		―		334,465		―		334,465
Selling, general and administrative expenses		$	398		189,626				190,024
Other operating expenses			5		78,384				78,389
Store pre-opening costs					846				846
Impairments and dispositions					310				310
	Operating income (loss)		(403)		65,299		―		64,896
Equity in earnings of subsidiaries			36,740			$	(36,740)		―
Interest expense			(7,958)		(1,449)				(9,407)
Other income, net			823						823
	INCOME BEFORE INCOME TAXES		29,202		63,850		(36,740)		56,312
Provision (benefit) for income taxes			(2,943)		27,110				24,167
NET INCOME		$	32,145	$	36,740	$	(36,740)	$	32,145

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
NET INCOME			$	32,145	$	36,740	$	(36,740)	$	32,145
Other comprehensive income:
	Defined benefit plans:
		Amortization of net loss included in net periodic benefit cost,
		net of tax benefit of $289				437				437
Other comprehensive income, net of tax				―		437		―		437
COMPREHENSIVE INCOME			$	32,145	$	37,177	$	(36,740)	$	32,582

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
OPERATING ACTIVITIES
Net income		$	32,145	$	36,740	$	(36,740)	$	32,145
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Equity in earnings of subsidiaries		(36,740)				36,740		―
	Depreciation and amortization				28,850				28,850
	Stock-based compensation				4,391				4,391
	Amortization of discount on convertible notes		3,411						3,411
	Deferred income taxes		(567)		15,567				15,000
	Impairments and dispositions				(180)				(180)
	Excess tax benefit from stock-based compensation				(8,644)				(8,644)
	Changes in operating assets and liabilities, net		4,218		(76,804)				(72,586)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			2,467		(80)		―		2,387
INVESTING ACTIVITIES
Purchases of property and equipment					(20,760)				(20,760)
Proceeds from the sale of property and equipment					172				172
NET CASH USED IN INVESTING ACTIVITIES			―		(20,588)		―		(20,588)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions			(14,435)		14,435				―
Payments of capital lease obligations					(1,801)				(1,801)
Excess tax benefit from stock-based compensation					8,644				8,644
Net proceeds from the issuance of common stock			214						214
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(14,221)		21,278		―		7,057
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(11,754)		610				(11,144)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			195,449		4,727				200,176
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	183,695	$	5,337	$	―	$	189,032

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	192,786	$	9,197			$	201,983
	Merchandise inventories					732,212				732,212
	Other current assets					144,602				144,602
	Deferred income taxes, net					58,849				58,849
		Total current assets		192,786		944,860		―		1,137,646
Property and equipment, net						881,265				881,265
Deferred income taxes, net				93,189		69,261				162,450
Other assets				12,171		17,574				29,745
Investment in and advances to subsidiaries				1,347,593			$	(1,347,593)		―
TOTAL ASSETS			$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	146,258			$	146,258
	Accrued expenses and other current liabilities		$	6,639		225,876				232,515
	Current portion of long-term debt			141,557		6,624				148,181
		Total current liabilities		148,196		378,758		―		526,954
Long-term debt				312,682		50,318				363,000
Other long-term liabilities						136,291				136,291
Investment by and advances from parent						1,347,593	$	(1,347,593)		―
Shareholders' equity				1,184,861						1,184,861
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,645,739	$	1,912,960	$	(1,347,593)	$	2,211,106

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
NET SALES				$	725,998			$	725,998
Cost of sales (excluding depreciation and amortization)					406,064				406,064
	Gross margin		―		319,934		―		319,934
Selling, general and administrative expenses		$	371		178,000				178,371
Other operating expenses			5		78,123				78,128
Store pre-opening costs					134				134
Impairments and dispositions					2,868				2,868
	Operating income (loss)		(376)		60,809		―		60,433
Equity in earnings of subsidiaries			35,758			$	(35,758)		―
Interest expense			(12,076)		(1,520)				(13,596)
Loss on extinguishment of debt			(539)						(539)
Other income, net			533						533
	INCOME BEFORE INCOME TAXES		23,300		59,289		(35,758)		46,831
Provision (benefit) for income taxes			(5,109)		23,531				18,422
NET INCOME		$	28,409	$	35,758	$	(35,758)	$	28,409

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
NET INCOME			$	28,409	$	35,758	$	(35,758)	$	28,409
Other comprehensive income:
	Defined benefit plans:
		Amortization of net loss included in net periodic benefit cost,
		net of tax benefit of $231				348				348
Other comprehensive income, net of tax				―		348		―		348
COMPREHENSIVE INCOME			$	28,409	$	36,106	$	(35,758)	$	28,757

		Saks		Guarantor
		Incorporated		Subsidiaries		Eliminations		Consolidated
OPERATING ACTIVITIES
Net income		$	28,409	$	35,758	$	(35,758)	$	28,409
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Equity in earnings of subsidiaries		(35,758)				35,758		―
	Loss on extinguishment of debt		539						539
	Depreciation and amortization				29,224				29,224
	Stock-based compensation				4,160				4,160
	Amortization of discount on convertible notes		3,131						3,131
	Deferred income taxes		(377)		17,295				16,918
	Impairments and dispositions				(51)				(51)
	Excess tax benefit from stock-based compensation				(656)				(656)
	Gain on sale of property and equipment				(156)				(156)
	Changes in operating assets and liabilities, net		(1,481)		(58,169)				(59,650)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(5,537)		27,405		―		21,868
INVESTING ACTIVITIES
Purchases of property and equipment					(12,095)				(12,095)
Proceeds from the sale of property and equipment					156				156
NET CASH USED IN INVESTING ACTIVITIES			―		(11,939)		―		(11,939)
FINANCING ACTIVITIES
Intercompany borrowings, contributions and distributions			13,264		(13,264)				―
Payments of long-term debt			(2,438)						(2,438)
Payments of capital lease obligations					(1,520)				(1,520)
Payment of financing fees			(2,961)						(2,961)
Excess tax benefit from stock-based compensation					656				656
Net proceeds from the issuance of common stock			451						451
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			8,316		(14,128)		―		(5,812)
INCREASE IN CASH AND CASH EQUIVALENTS			2,779		1,338				4,117
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			190,007		7,859				197,866
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	192,786	$	9,197	$	―	$	201,983

			Saks		Guarantor
			Incorporated		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets
	Cash and cash equivalents		$	195,449	$	4,727			$	200,176
	Merchandise inventories					721,887				721,887
	Other current assets					78,139				78,139
	Deferred income taxes, net					85,472				85,472
		Total current assets		195,449		890,225		―		1,085,674
Property and equipment, net						875,431				875,431
Deferred income taxes, net				104,343		36,112				140,455
Other assets				12,171		14,734				26,905
Investment in and advances to subsidiaries				1,221,270			$	(1,221,270)		―
TOTAL ASSETS			$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Trade accounts payable				$	115,893			$	115,893
	Accrued expenses and other current liabilities		$	3,935		269,412				273,347
	Current portion of long-term debt					7,472				7,472
		Total current liabilities		3,935		392,777		―		396,712
Long-term debt				322,514		45,448				367,962
Other long-term liabilities						157,007				157,007
Investment by and advances from parent						1,221,270	$	(1,221,270)		―
Shareholders' equity				1,206,784						1,206,784
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	1,533,233	$	1,816,502	$	(1,221,270)	$	2,128,465

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Document and Entity Information	3 Months Ended
	Apr. 28, 2012	May 24, 2012
Document Information
Document Type	10-Q
Document Period End Date	Apr. 28, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Information
Entity Registrant Name	SAKS INC
Entity Central Index Key	0000812900
Current Fiscal Year End Date	--02-02
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		159,233,396

XML

Summary of Significant Accounting Policies (Policy)

3 Months Ended

Apr. 28, 2012

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in compliance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Operating results for the three months ended April 28, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013 (“fiscal year 2012”). The financial statements include the accounts of Saks Incorporated and its subsidiaries (collectively, the “Company”). All intercompany amounts and transactions have been eliminated.

The accompanying Consolidated Balance Sheet as of January 28, 2012 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K/A for the fiscal year ended January 28, 2012.

The Company's operations consist of Saks Fifth Avenue (“SFA”), SFA's e-commerce operations (“Saks Direct”), and Saks Fifth Avenue OFF 5TH (“OFF 5TH").

Net Sales

Net Sales

Net sales include sales of merchandise (net of returns and exclusive of sales taxes), commissions from leased departments, shipping and handling revenues related to merchandise sold, and breakage income from unredeemed gift cards. Sales of merchandise from the Company's retail stores are recognized at the time customers provide a satisfactory form of payment and 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 reduces sales and gross margin by that amount. Commissions from leased departments included in net sales were $11,114 and $8,726 for the three months endedApril 28, 2012, and April 30, 2011, respectively. Leased department sales were $76,645 and$63,415for the three months endedApril 28, 2012and April 30, 2011, respectively, and were excluded from net sales.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash on hand in the stores, deposits with banks, and investments with banks and financial institutions that have original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash equivalents totaled $183,695, $195,449 and $192,786 as of April 28, 2012, January 28, 2012 and April 30, 2011, respectively, primarily consisting of money market funds, demand deposits, and time deposits. Income earned on cash equivalents was $190 and$244 for the three months ended April 28, 2012and April 30, 2011, respectively, and is included in other income on the accompanying Consolidated Statements of Income.

Inventory

Inventory

Merchandise inventories are stated at the lower of cost or market and include freight, buying, and distribution costs. The Company takes markdowns related to slow moving inventory, ensuring the appropriate inventory valuation. The Company receives vendor-provided support in different forms. When the vendor provides support for inventory markdowns, the Company records the support as a reduction to cost of sales. Such support is recorded in the period that the corresponding markdowns are taken. When the Company receives inventory-related support that is not designated for markdowns, the Company includes this support as a reduction of the cost of purchases.

Impairments and Dispositions

Impairments and Dispositions

Impairment and disposition costs include costs associated with store closures, including employee severance and lease termination fees, asset impairment and disposal charges, and other store closure activities. Additionally, impairment and disposition costs include long-lived asset impairment charges related to assets held and used and losses related to asset dispositions made during the normal course of business.The Company continuously evaluates its real estate portfolio and closes underproductive stores in the normal course of business as leases expire or as other circumstances dictate.

During the three months ended April 28, 2012, the Company incurred charges of $310 primarily related to final expenses associated with the Saks Fifth Avenue Pittsburgh store closing.During the three months ended April 30, 2011, the Company incurred store closing costs of $2,868 primarily due to a lease termination fee for the relocation of its Hilton Head OFF 5TH store.

Segment Reporting

Segment Reporting

SFA, Saks Direct, and OFF 5TH have been aggregated into one reportable segment based on the aggregation criteria outlined in the authoritative accounting literature.

Fair Value Measurements

Fair Value Measurements

As of April 28, 2012 and April 30, 2011, the Company had no financial assets or liabilities measured at fair value on a recurring basis. The carrying value of the Company's financial instruments, including cash and cashequivalents, receivables, accounts payable, and accrued expenses as of April 28, 2012, January 28, 2012, and April 30, 2011 approximates their fair value due to the short-term nature of these financial instruments. See Note 5 for fair value disclosures related to the Company's long-term debt.

Operating Leases

Operating Leases

The Company leases the land or the land and building at many of its stores, as well as its distribution centers, administrative facilities, and certain equipment. Most of these leases are classified as operating leases. Most of the Company's lease agreements include renewal periods at the Company's option. Store lease agreements generally include rent holidays, rent escalation clauses, and contingent rent provisions that require additional payments based on a percentage of sales in excess of specified levels. Contingent rental payments are recognized when the Company determines that it is probable that the specified levels will be reached during the fiscal year. For leases that contain rent holiday periods and scheduled rent increases, the Company recognizes rent expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. The difference between the straight-line rent amounts and amounts payable under the leases are recorded as deferred rent. Tenant improvement allowances and other lease incentives are recorded as deferred rent liabilities and are recognized on a straight–line basis over the life of the lease. As of April 28, 2012, January 28, 2012, and April 30, 2011 deferred rent liabilities were $70,812,$66,524,and $61,201, respectively. These amounts are included in other long-term liabilities on the Consolidated Balance Sheets.

Gift Cards

Gift Cards

The Company sells gift cards with no expiration dates. At the time gift cards are sold, no revenue is recognized and a liability is established for the value of the card. The liability is relieved and revenue is recognized when the gift cards are redeemed by the customer for merchandise. The liability for unredeemed gift cards was$26,258, $28,933, and $28,663 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively and is included in accrued expenses on the Consolidated Balance Sheets.

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
NET SALES	$ 753,607	$ 725,998
Cost of sales (excluding depreciation and amortization)	419,142	406,064
Gross margin	334,465	319,934
Selling, general and administrative expenses	190,024	178,371
Other operating expenses:
Property and equipment rentals	26,161	25,341
Depreciation and amortization	28,850	29,224
Taxes other than income taxes	23,378	23,563
Store pre-opening costs	846	134
Impairments and dispositions	310	2,868
OPERATING INCOME	64,896	60,433
Interest expense	(9,407)	(13,596)
Loss on extinguishment of debt	0	(539)
Other income, net	823	533
INCOME BEFORE INCOME TAXES	56,312	46,831
Provision for income taxes	24,167	18,422
NET INCOME	$ 32,145	$ 28,409
Earnings per common share:
Basic	$ 0.21	$ 0.18
Diluted	$ 0.18	$ 0.16
Weighted-average common shares:
Basic	154,678	156,402
Diluted	199,143	201,564

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Debt

3 Months Ended

Apr. 28, 2012

Debt [Abstract]

Debt

NOTE 5: DEBT

A summary of long-term debt and capital lease obligations is as follows:

		April 28, 2012				January 28, 2012				April 30, 2011
		Carrying		Fair		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value		Amount		Value
Notes 9.875%, matured fiscal year 2011		$	―	$	―	$	―	$	―	$	141,557	$	146,186
Notes 7.00%, maturing fiscal year 2013			2,125		2,146		2,125		2,183		2,125		2,268
Convertible notes 7.50%, maturing
	fiscal year 2013, net (1)		110,832		256,730		109,549		228,592		105,908		278,022
Convertible notes 2.00%, maturing
	fiscal year 2024, net (2)		212,968		247,768		210,840		234,894		204,649		248,402
Capital lease obligations (3)			55,802		n/a		52,920		n/a		56,942		n/a
	Total debt		381,727		506,644		375,434		465,669		511,181		674,878
Less current portion:
Notes 9.875%, matured fiscal year 2011			―		―		―		―		(141,557)		(146,186)
Capital lease obligations (3)			(8,744)		n/a		(7,472)		n/a		(6,624)		n/a
	Current portion of long-term debt		(8,744)		―		(7,472)		―		(148,181)		(146,186)
Long-term debt		$	372,983	$	506,644	$	367,962	$	465,669	$	363,000	$	528,692

• Amount represents the $120,000 convertible notes, net of the unamortized discount of $9,168, $10,451, and $14,092 as of April 28, 2012,January 28, 2012, and April 30, 2011, respectively.
• Amount represents the $230,000 convertible notes, net of the unamortized discount of $17,032, $19,160, and $25,351 as of April 28, 2012, January 28, 2012, and April 30, 2011, respectively.
• Disclosure regarding fair value of capital leases is not required.

The fair values of the Company'sdebt instruments are classified as Level 2 within the fair value hierarchy and were determined based on recently reported market transactionsfor the identical liability when traded as an assetor pricing information obtained from a third-party financial institution. The inputs and assumptions used in the pricing models of the financial institutionare primarilyderived from market-observable sources.

Revolving Credit Facility

The Company has a $500,000 revolving credit facility, subject to a borrowing base equal to a specified percentage of eligible inventory and certain credit card receivables. The availability is based primarily on current levels of inventory, less outstanding letters of credit.

In March 2011, the Company entered into an amendment to its existing revolving credit agreement. The amendment extended the maturity date of this facility from November 23, 2013 to March 29, 2016 and revised certain terms of the existing revolving credit facility. The maximum committed borrowing capacity of the amended facility remains at $500,000. Fees incurred associated with the amendment to the revolving credit agreement were $2,961. As of April 28, 2012, the Company had no direct outstanding borrowings under the facility and had letters of credit outstanding of $5,787.

The obligations under the facility are guaranteed by certain of the Company's existing and future domestic subsidiaries, and the obligations are secured by the Company's and the guarantors' merchandise inventories and certain third party receivables. Borrowings under the facility bear interest at a per annum rate of either: (i) LIBOR plus a percentage ranging from 2.00% to 2.50%, or (ii) the higher of the prime rate or the federal funds rate plus a percentage ranging from 1.00% to 1.50%. Letters of credit are charged a per annum fee equal to the then applicable LIBOR borrowing spread (for standby letters of credit) or the applicable LIBOR spread minus 0.50% (for documentary or commercial letters of credit). The Company also pays an unused line fee ranging from 0.38% to 0.50% per annum on the average daily unused revolver.

During periods in which availability under the agreement is $62,500 or more, the Company is not subject to financial covenants. If and when availability under the agreement decreases to less than $62,500, the Company will be subject to a minimum fixed charge coverage ratio of 1.0 to 1.0. There is no debt rating trigger. As ofApril 28, 2012, the Company was not subject to the minimum fixed charge coverage ratio. The credit agreement contains default provisions that are typical for this type of financing, including a provision that would trigger a default under the credit agreement if a default were to occur in another debt instrument resulting in the acceleration of more than $20,000of principal under that other instrument.

The revolving credit agreement permits additional debt in specific categories including the following (each category being subject to limitations as described in the revolving credit agreement): (i) debt arising from permitted sale/leaseback transactions; (ii) debt to finance purchases of machinery, equipment, real estate and other fixed assets; (iii) debt in connection with permitted acquisitions; and (iv) unsecured debt. The revolving credit agreement also permits other debt (including permitted sale/leaseback transactions) in an aggregate amount not to exceed $500,000 at any time, including secured debt, so long as it is a permitted lien as defined by the revolving credit agreement. The revolving credit agreement also places certain restrictions on, among other things, asset sales, the ability to make acquisitions and investments, and to pay dividends.

Senior Notes

As of April 28, 2012, the Company had $2,125of unsecured senior notes outstanding that mature in 2013with an interest rate of 7.0%.The senior notes are guaranteed by all of the subsidiaries that guarantee the Company's revolving credit facility. The notes permit certain sale/leaseback transactions but place certain restrictions around the use of proceeds generated from a sale/leaseback transaction. The terms of the senior notes require all principal to be repaid at maturity. There are no financial covenants associated with these notes, and there are no debt-rating triggers.

During April 2011, the Company redeemed $1,911of its 7.375% senior notes that were set to mature in 2019. The redemption of these notes resulted in a loss on extinguishment of $539.

Convertible Notes

7.5%Convertible Notes

The Company issued $120,000of 7.5%convertible notes in May 2009 (the “7.5%Convertible Notes”). The 7.5%Convertible Notes mature in December 2013and are convertible, at the option of the holders at any time, into shares of the Company's common stock at a conversion rate of $5.54per share of common stock (21,670shares of common stock to be issued upon conversion). The Company can settle a conversion of the notes with shares, cash, or a combination thereof at its discretion.

Authoritative accounting literature requires the allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The liability component of the debt instrument is accreted to par value using the effective interest method over the remaining life of the debt. The accretion is reported as a component of interest expense. The equity component is not subsequently revalued as long as it continues to qualify for equity treatment. Upon issuance, the Company estimated the fair value of the liability component of the 7.5% Convertible Notes, assuming a 13.0% non-convertible borrowing rate, to be $97,994. The difference between the fair value and the principal amount of the 7.5%Convertible Notes was $22,006. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. The discount is being accreted to interest expense over the 4.5year period to the maturity date of the notes in December 2013resulting in an increase in non-cash interest expense.

2.0% Convertible Senior Notes

The Company issued$230,000of 2.0% convertible senior notes in March 2004(the “2.0%Convertible Notes”). The 2.0% Convertible Notes mature in 2024 and, in certain circumstances, allow the holders to convert the notes to shares of the Company's common stock at a conversion rate of $11.97 per share of common stock (19,219 shares of common stock to be issued upon conversion) subject to an anti-dilution adjustment. The holders may put the debt back to the Company in 2014 or 2019 and the debt became callable at the option of the Company on March 21, 2011. The Company can settle a conversion of the notes with shares, cash or a combination thereof at its discretion. The holders may convert the notes at the following times, among others: (i) if the Company's share price is greater than 120% of the applicable conversion price for a certain trading period; (ii) if the credit ratings of the notes are below a certain threshold; or (iii) upon the occurrence of certain consolidations, mergers or share exchange transactions involving the Company. As of April 28, 2012,none of the conversion criteria were met.

In connection with the issuance of the 2.0% Convertible Notes, the Company entered into a convertible note hedge and written call options on its common stock to reduce the Company's exposure to dilution from the conversion of the 2.0% Convertible Notes. These transactions were accounted for as a net reduction of shareholders' equity of $25,000 in 2004. Both the convertible note hedge and written call options expired during 2011.

The Company estimated the fair value of the liability component of the 2.0% Convertible Notes at the date of issuance, assuming a 6.25% non-convertible borrowing rate, to be $158,148. The difference between the fair value and the principal amount of the 2.0%Convertible Notes was $71,852. This amount was recorded as a debt discount and as an increase to additional paid-in capital as of the issuance date. In accordance with the authoritative accounting guidance, the debt discount should be amortized over the expected life of a similar liability that does not have an associated equity component (considering the effects of embedded features other than the conversion option). Since the holders of the notes have put options in 2014and 2019, the debt instrument is accreted to par value using the effective interest method from issuance until the first put date in 2014resulting in an increase in non-cash interest expense.

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Earnings Per Share

3 Months Ended

Apr. 28, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 4: EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. For the three months ended April 28, 2012 and April 30, 2011, the computations of diluted EPS assume that the Company's convertible notes would be settled in shares of common stock. Diluted EPS is computed by adjusting: (i) the income available to common shareholders for the amount of interest expense recognized related to the convertible notes, and (ii) the weighted-average number of common shares outstanding to assume conversion of the Company's convertible notes and the issuance of all other potential common shares, if the effect is dilutive. The following table sets forth the computations of basic and diluted EPS for the three months ended April 28, 2012 and April 30, 2011:

			Three Months Ended
			April 28, 2012					April 30, 2011
						Per					Per
			Net			Share		Net			Share
			Income		Shares	Amount		Income		Shares	Amount
Basic EPS			$	32,145	154,678	$	0.21	$	28,409	156,402	$	0.18
	Effect of dilutive potential
		common shares		4,155	44,465		(0.03)		3,984	45,162		(0.02)
Diluted EPS			$	36,300	199,143	$	0.18	$	32,393	201,564	$	0.16

For the three-month periods ended April 28, 2012 and April 30, 2011, the computations of diluted EPS include the effects of 40,889 shares that could be issued upon the conversion of the Company's convertible notes and the related interest expense, net of tax, of $4,155 and $3,984, respectively, as the effect is dilutive. As of April 28, 2012 and April 30, 2011, there were 1,279 and 1,340stock options, respectively, that were excluded from the computations of diluted EPS because the exercise prices of the stock options exceed the average market price of the Company's common stock for the period. As of April 30, 2011, there were 19,219 written call options that were excluded from the computation of diluted EPS because the exercise price of the options exceeded the average market price of the Company's common stock for the period. The written call options expired during 2011. These options represent the number of instruments outstanding at the end of the period and application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted EPS.

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Shareholders' Equity (Tables)

3 Months Ended

Apr. 28, 2012

Shareholders' Equity [Abstract]

Schedule of Shareholders' Equity [Table Text Block]

									Accumulated
					Additional				Other		Total
		Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
		Shares	Amount		Capital		Deficit		Loss (1)		Equity
Balance at January 28, 2012		160,043	$	16,004	$	1,296,191	$	(50,706)	$	(54,705)	$	1,206,784
Net income								32,145				32,145
Other comprehensive income, net of tax										437		437
Issuance of common stock		39		4		210						214
Net activity under stock compensation plans		1,806		181		(181)						—
Shares withheld for employee taxes		(1,336)		(134)		(15,507)						(15,641)
Income tax effect of stock compensation plans						8,316						8,316
Stock-based compensation						4,391						4,391
Deferred tax adjustment related to
	convertible notes					769						769
Balance at April 28, 2012		160,552	$	16,055	$	1,294,189	$	(18,561)	$	(54,268)	$	1,237,415

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Income Taxes (Tables)

3 Months Ended

Apr. 28, 2012

Income Taxes [Abstract]

Income Tax Expense (Benefit) Reconciliation

		Three Months Ended
		April 28,		April 30,
		2012		2011
Expected federal income taxes at statutory rate of 35%		$	19,709	$	16,391
State and local income taxes, net of federal benefit			4,026		2,811
Valuation allowance adjustment related to state net operating losses			(465)		(710)
Effect of tax reserve adjustments			(385)		(116)
Non-deductible compensation			1,152		—
Other, net			130		46
	Income tax expense	$	24,167	$	18,422

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Stock-Based Compensation

3 Months Ended

Apr. 28, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 8: STOCK-BASED COMPENSATION

The Company maintains an equity incentive plan, which allows for the granting of stock options, stock appreciation rights, restricted stock, performance share awards and other forms of equity awards to employees, directors, and officers. Stock options generally vest over a four-year period from the grant date and have a contractual term of seven to ten years from the grant date. Restricted stock and performance share awards generally vest over periods ranging from three to five years from the grant date, although the equity incentive plan permits accelerated vesting in certain circumstances at the discretion of the Human Resources and Compensation Committee of the Board of Directors. The Company does 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.

The Company recognizes compensation expense for stock options with graded-vesting on a straight-line basis over the requisite service period. Compensation expense for restricted stock and performance share awards that cliff-vest is recognized on a straight-line basis over the requisite service period. Restricted stock with graded-vesting are treated as multiple awards based upon the vesting date. The Company recognizes compensation expense for these awards on a straight-line basis over the requisite service period for each separately vesting portion of the award.

Total pre-tax stock-based compensation expense for the three months endedApril 28, 2012andApril 30, 2011was approximately $4,391 and$4,160, respectively.

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Employee Benefit Plans

3 Months Ended

Apr. 28, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

NOTE 6: EMPLOYEE BENEFIT PLANS

The Company sponsors a funded defined-benefit cash balance pension plan (“Pension Plan”) and an unfunded supplemental executive retirement plan (“SERP”) principally benefiting former employees of the Company. Effective January 1, 2007, the Company amended the Pension Plan, suspending future benefit accruals for all participants, except certain participants who as of December 31, 2006had attained age 55, completed 10 years of credited service, and who are not considered to be highly compensated employees. Effective March 13, 2009, the Company amended the Pension Plan, suspending future benefit accruals for all remaining participants. The Company funds the Pension Plan in accordance with regulatory funding requirements. The components of net periodic benefitcostrelated to the Pension Plan and SERP for the three months ended April 28, 2012andApril 30, 2011were as follows:

		Three Months Ended
		April 28,		April 30,
		2012		2011
Interest cost		$	1,309	$	1,700
Expected return on plan assets			(1,723)		(2,100)
Amortization of net loss			726		579
	Net periodic benefit cost	$	312	$	179

The Company contributed $928 to the Pension Plan during the three months ended April 28, 2012 and expects additional funding requirements of approximately $3,450 for the remainder of fiscal year 2012.

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Shareholders' Equity

3 Months Ended

Apr. 28, 2012

Shareholders' Equity [Abstract]

Shareholders' Equity

NOTE 7: SHAREHOLDERS' EQUITY

The following table summarizes the changes in shareholders' equity for the three months ended April 28, 2012:

									Accumulated
					Additional				Other		Total
		Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
		Shares	Amount		Capital		Deficit		Loss (1)		Equity
Balance at January 28, 2012		160,043	$	16,004	$	1,296,191	$	(50,706)	$	(54,705)	$	1,206,784
Net income								32,145				32,145
Other comprehensive income, net of tax										437		437
Issuance of common stock		39		4		210						214
Net activity under stock compensation plans		1,806		181		(181)						—
Shares withheld for employee taxes		(1,336)		(134)		(15,507)						(15,641)
Income tax effect of stock compensation plans						8,316						8,316
Stock-based compensation						4,391						4,391
Deferred tax adjustment related to
	convertible notes					769						769
Balance at April 28, 2012		160,552	$	16,055	$	1,294,189	$	(18,561)	$	(54,268)	$	1,237,415

• Accumulated Other Comprehensive Loss is composed of net gains and losses associated with the Company's defined benefit plans.

The Company has a share repurchase program that authorizes it to purchase shares of the Company's common stock. There were no shares repurchased during the three months endedApril 28, 2012 and April 30, 2011. As of April 28, 2012, there were 29,172 shares remaining available for repurchase under the Company's share repurchase program.

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Commitments and Contingencies

3 Months Ended

Apr. 28, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

NOTE 9: COMMITMENTS AND CONTINGENCIES

Legal Contingencies

On February 2, 2011, the plaintiffs in Dawn Till and Mary Josephs v. Saks Incorporated et al, filed a complaint, with which the Company was served on March 10, 2011, in a purported class and collective action in the U.S. District Court for the Northern District of California. The complaint alleges that the plaintiffs were improperly classified as exempt from the overtime pay requirements of the Fair Labor Standards Act (“FLSA”) 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 plaintiffs seek to proceed collectively under the FLSA and as a class under the California statutes on behalf of individuals who have been employed by OFF 5TH as Selling and Service Managers, Merchandise Team Managers, or Department Managers and similar titles. On February 8, 2012, the same plaintiffs' counsel from the Tillcase filed a complaint, with which the Company was served on March 2, 2012, in the U.S. District Court for the Southern District of New York, alleging essentially the same FLSA claim and related claims under New York state law (Tate – Small et al v. Saks Incorporated et al). The Company believes that its managers at OFF 5TH have been properly classified as exempt under both federal and state law and intends to defend these lawsuits vigorously. It is not possible to predict whether the courts will permit these actions to proceed collectively or as a class.The Company cannot reasonably estimate the possible loss or range of loss, if any, that may arise from these matters.

In addition to the litigation described in the preceding paragraph, the Company is involved in legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity.

Income Taxes

The Company is routinely under examination by federal, state or local taxing authorities in the areas of income taxes and the remittance of sales and use taxes. These examinations include questioning the timing and amount of deductions, the allocation of income among various tax jurisdictions and compliance with federal, state and local tax laws. As of April 28, 2012, certain state sales and use tax examinations were ongoing. Based on annual evaluations of tax filing positions, the Company believes it has adequately accrued for its income tax exposures. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, the Company's effective tax rate in a given financial statement period may be materially impacted.

Other Matters

From time to time the Company has issued guarantees to landlords under leases of stores operated by its subsidiaries. Certain of these stores were sold in connection with the Saks Department Store Group and the Northern Department Store Group transactions which occurred in July 2005 and March 2006, respectively. If the purchasers fail to perform certain obligations under the leases guaranteed by the Company, the Company could have obligations to landlords under such guarantees. Based on the information currently available, management does not believe that its potential obligations under these lease guarantees would be material.

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Debt (2.0% Convertible Notes) (Details) (Convertible Notes 2.00%, Maturing Fiscal Year 2024 [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Convertible Notes 2.00%, Maturing Fiscal Year 2024 [Member]
Debt Instrument [Line Items]
Principal amount of the Convertible Notes	$ 230,000	$ 230,000	$ 230,000
Debt interest rate	2.00%	2.00%	2.00%
Debt maturity date	2024	2024	2024
Debt issuance date	March 2004
Debt conversion rate per share	$ 11.97
Common stock to be issued upon conversion, shares	19,219
Debt instrument, optional put date, first	2014
Debt instrument, optional put date, second	2019
Debt instrument, call date	Mar. 21, 2011
Terms of conversion	The holders may convert the notes at the following times, among others: (i) if the Company’s share price is greater than 120% of the applicable conversion price for a certain trading period; (ii) if the credit ratings of the notes are below a certain threshold; or (iii) upon the occurrence of certain consolidations, mergers or share exchange transactions involving the Company.
Percentage of share price over conversion price for conversion	120.00%
Net reduction in stockholders' equity	25,000
Non-convertible borrowing rate	6.25%
Fair value of liability component, upon issuance	158,148
Carrying amount of the equity component	$ 71,852

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Debt (Tables)

3 Months Ended

Apr. 28, 2012

Debt Instrument [Line Items]

Summary of Long-term Debt and Capital Lease Obligations

		April 28, 2012				January 28, 2012				April 30, 2011
		Carrying		Fair		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value		Amount		Value
Notes 9.875%, matured fiscal year 2011		$	―	$	―	$	―	$	―	$	141,557	$	146,186
Notes 7.00%, maturing fiscal year 2013			2,125		2,146		2,125		2,183		2,125		2,268
Convertible notes 7.50%, maturing
	fiscal year 2013, net (1)		110,832		256,730		109,549		228,592		105,908		278,022
Convertible notes 2.00%, maturing
	fiscal year 2024, net (2)		212,968		247,768		210,840		234,894		204,649		248,402
Capital lease obligations (3)			55,802		n/a		52,920		n/a		56,942		n/a
	Total debt		381,727		506,644		375,434		465,669		511,181		674,878
Less current portion:
Notes 9.875%, matured fiscal year 2011			―		―		―		―		(141,557)		(146,186)
Capital lease obligations (3)			(8,744)		n/a		(7,472)		n/a		(6,624)		n/a
	Current portion of long-term debt		(8,744)		―		(7,472)		―		(148,181)		(146,186)
Long-term debt		$	372,983	$	506,644	$	367,962	$	465,669	$	363,000	$	528,692

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Income Taxes (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Income Tax Expense (Benefit) [Line Items]
Effective income tax rate	42.90%	39.30%
Gross deferred tax asset	$ 101,991
Deferred tax assets, valuation allowance	18,752
State and Local Jurisdiction [Member]
Income Tax Expense (Benefit) [Line Items]
Operating loss carryforwards	$ 18,752

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Condensed Consolidating Financial Information (Condensed Consolidating Statements of Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Condensed Consolidating Financial Information [Line Items]
NET SALES	$ 753,607	$ 725,998
Cost of sales (excluding depreciation and amortization)	419,142	406,064
Gross margin	334,465	319,934
Selling, general and administrative expenses	190,024	178,371
Other operating expenses	78,389	78,128
Store pre-opening costs	846	134
Impairments And Dispositions	310	2,868
OPERATING INCOME	64,896	60,433
Equity in earnings of subsidiaries	0	0
Interest expense	(9,407)	(13,596)
Loss on extinguishment of debt	0	(539)
Other income, net	823	533
INCOME BEFORE INCOME TAXES	56,312	46,831
Provision for income taxes	24,167	18,422
NET INCOME	32,145	28,409
Saks Incorporated [Member]
Condensed Consolidating Financial Information [Line Items]
Gross margin	0	0
Selling, general and administrative expenses	398	371
Other operating expenses	5	5
OPERATING INCOME	(403)	(376)
Equity in earnings of subsidiaries	36,740	35,758
Interest expense	(7,958)	(12,076)
Loss on extinguishment of debt		(539)
Other income, net	823	533
INCOME BEFORE INCOME TAXES	29,202	23,300
Provision for income taxes	(2,943)	(5,109)
NET INCOME	32,145	28,409
Guarantor Subsidiaries [Member]
Condensed Consolidating Financial Information [Line Items]
NET SALES	753,607	725,998
Cost of sales (excluding depreciation and amortization)	419,142	406,064
Gross margin	334,465	319,934
Selling, general and administrative expenses	189,626	178,000
Other operating expenses	78,384	78,123
Store pre-opening costs	846	134
Impairments And Dispositions	310	2,868
OPERATING INCOME	65,299	60,809
Interest expense	(1,449)	(1,520)
INCOME BEFORE INCOME TAXES	63,850	59,289
Provision for income taxes	27,110	23,531
NET INCOME	36,740	35,758
Eliminations [Member]
Condensed Consolidating Financial Information [Line Items]
Gross margin	0	0
OPERATING INCOME	0	0
Equity in earnings of subsidiaries	(36,740)	(35,758)
INCOME BEFORE INCOME TAXES	(36,740)	(35,758)
NET INCOME	$ (36,740)	$ (35,758)

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
NET INCOME	$ 32,145	$ 28,409
Defined benefit plans:
Amortization of net loss included in net periodic benefit cost, net of tax (1)	437	348
Other comprehensive income, net of tax	437	348
COMPREHENSIVE INCOME	$ 32,582	$ 28,757

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Income Taxes

3 Months Ended

Apr. 28, 2012

Income Taxes [Abstract]

Income Taxes

NOTE 3: INCOME TAXES

The effective income tax rate for the three-month period ended April 28, 2012 was 42.9%as compared to 39.3% for the three-month period ended April 30, 2011. The increase in the effective tax rate for the three months ended April 28, 2012is primarily due to the write-off of a deferred tax asset associated with non-deductible compensation and an increase in state tax expense.

A reconciliation of the Company's income tax expense for the three months ended April 28, 2012 and April 30, 2011 is as follows:

		Three Months Ended
		April 28,		April 30,
		2012		2011
Expected federal income taxes at statutory rate of 35%		$	19,709	$	16,391
State and local income taxes, net of federal benefit			4,026		2,811
Valuation allowance adjustment related to state net operating losses			(465)		(710)
Effect of tax reserve adjustments			(385)		(116)
Non-deductible compensation			1,152		—
Other, net			130		46
	Income tax expense	$	24,167	$	18,422

The Company files a consolidated U.S. federal income tax return as well as state tax returns in multiple state jurisdictions. The Company has completed examinations by the Internal Revenue Service or the statute of limitations has expired for taxable years through February 2, 2008. With respect to the state and local jurisdictions, the Company has completed examinations in many jurisdictions through the same period and beyond and currently has examinations in progress in several jurisdictions.

The Company's Consolidated Balance Sheet as of April 28, 2012 includes a gross deferred tax asset of $101,991 related to U.S. federal and state net operating loss and alternative minimum tax credit carryforwards. The majority of the net operating loss 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 all but $18,752 of these tax benefits relating to certain state losses are more likely than not to be realized in the future. Therefore, a valuation allowance in the amount of$18,752 has been established. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. The Company will continue to assess the need for a valuation allowance in the future. If future results are less than or more than projected or tax planning strategies are no longer viable, then changes to valuation allowances may be required which could have a material impact on the Company's results of operations in the period in which it is recorded.

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Income Taxes (Reconciliation of Income Tax Expense (Benefit)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Income Taxes [Abstract]
Expected federal income taxes at 35%	$ 19,709	$ 16,391
State income taxes, net of federal benefit	4,026	2,811
State NOL valuation allowance adjustment	(465)	(710)
Effect of tax reserve adjustments	(385)	(116)
Non-deductible compensation	1,152	0
Other items, net	130	46
Income tax expense	$ 24,167	$ 18,422
Federal income tax rate	35.00%	35.00%

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Shareholders' Equity (Schedule of Shareholders' Equity) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Balance at January 28, 2012 (shares)	160,043
Balance at January 28, 2012	$ 1,206,784
NET INCOME	32,145	28,409
Other comprehensive income, net of tax	437	348
Issuance of common stock	214
Net activity under stock compensation plans	0
Shares withheld for employee taxes	(15,641)
Income tax effect of stock compensation plans	8,316
Stock-based compensation expense	4,391	4,160
Deferred tax adjustment related to convertible notes	769
Balance at April 28, 2012 (shares)	160,552	163,508
Balance at April 28, 2012	1,237,415	1,184,861
Common Stock [Member]
Balance at January 28, 2012 (shares)	160,043
Balance at January 28, 2012	16,004
Issuance of common stock (shares)	39
Issuance of common stock	4
Net activity under stock compensation plans (shares)	1,806
Net activity under stock compensation plans	181
Shares withheld for employee taxes (shares)	(1,336)
Shares withheld for employee taxes	(134)
Balance at April 28, 2012 (shares)	160,552
Balance at April 28, 2012	16,055
Additional Paid In Capital [Member]
Balance at January 28, 2012	1,296,191
Issuance of common stock	210
Net activity under stock compensation plans	(181)
Shares withheld for employee taxes	(15,507)
Income tax effect of stock compensation plans	8,316
Stock-based compensation expense	4,391
Deferred tax adjustment related to convertible notes	769
Balance at April 28, 2012	1,294,189
Retained Earnings [Member]
Balance at January 28, 2012	(50,706)
NET INCOME	32,145
Balance at April 28, 2012	(18,561)
Accumulated Other Comprehensive Income [Member]
Balance at January 28, 2012	(54,705)
Other comprehensive income, net of tax	437
Balance at April 28, 2012	$ (54,268)

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Earnings Per Share (Tables)

3 Months Ended

Apr. 28, 2012

Earnings Per Share [Abstract]

Earnings Per Common Share Calculations

			Three Months Ended
			April 28, 2012					April 30, 2011
						Per					Per
			Net			Share		Net			Share
			Income		Shares	Amount		Income		Shares	Amount
Basic EPS			$	32,145	154,678	$	0.21	$	28,409	156,402	$	0.18
	Effect of dilutive potential
		common shares		4,155	44,465		(0.03)		3,984	45,162		(0.02)
Diluted EPS			$	36,300	199,143	$	0.18	$	32,393	201,564	$	0.16