8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW
Washington, D.C. 29549

Form 8-K

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

Date of Report (Date of earliest event reported): May 20, 2009

THE CATO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-31340	56-0484485
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification Number)

8100 Denmark Road, Charlotte, North Carolina	28273-5975
(Address of Principal Executive Offices)	(Zip Code)

(704) 554-8510

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE CATO CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On May 20, 2009, The Cato Corporation issued a press release regarding its financial results for the first quarter ending May 2, 2009. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

     Exhibit 99.1 — Press Release issued May 20, 2009.

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SIGNATURES

     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 hereunto duly authorized.

	THE CATO CORPORATION
May 21, 2009	/s/ John P. D. Cato
Date	John P. D. Cato
	Chairman, President and Chief Executive Officer
May 21, 2009	/s/ John R. Howe
Date	John R. Howe
	Chief Financial Officer Executive Vice President

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Exhibit Index

Exhibit	Exhibit No.
Press Release issued May 20, 2009		99.1

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EX-99.1

Exhibit 99.1

The CATO Corporation

NEWS RELEASE

FOR IMMEDIATE RELEASE

CEO Approval                     

For Further Information Contact:

John R. Howe
Executive Vice President
Chief Financial Officer
704-551-7315

CATO REPORTS 1Q EPS UP 12%
Provides 2Q and Updates 2009 Guidance

Charlotte, NC (May 20, 2009) — The Cato Corporation (NYSE: CTR) today reported net income of $18.8 million or $.64 per diluted share for the first quarter ended May 2, 2009, compared to net income of $16.9 million or $.57 per diluted share for the first quarter ended May 3, 2008. Net income increased 11% and earnings per diluted share increased 12%. Sales for the first quarter were $238.1 million, a 5% increase over sales of $225.8 million for the first quarter ended May 3, 2008. The Company’s comparable store sales increased 3% in the first quarter.

“Sales and markdowns for the first quarter were better than expected and resulted in higher merchandise margin,” said John Cato, Chairman, President, and Chief Executive Officer. “We continue to believe our customer’s discretionary spending ability is limited and expect comparable store sales to be in the range of down 3% to flat for the second quarter and for the balance of the year. We estimate second quarter earnings per diluted share to be in the range of $.48 to $.54 versus $.41 last year. After adjusting our original 2009 guidance for first quarter actual results, our estimate of earnings per diluted share for the full year is now a range of $1.13 to $1.27 versus $1.14 last year.”

SG&A expenses for the quarter increased 230 basis points primarily as a result of higher accrued incentive compensation. The Company’s cash and short-term investments increased by $21.9 million during the quarter to $166.7 million.

8100 Denmark Road
P. O. Box 34216
Charlotte, NC 28234
(704) 554-8510

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All 2008 quarterly and annual result references reflect the restatement of earnings per diluted share under EITF 03-6-1.

During the first quarter, the Company opened eight stores and closed four stores. Two of the closings were conversions to the It’s Fashion Metro concept. As of May 2, 2009, the Company operated 1,285 stores in 31 states, compared to 1,326 stores in 32 states as of May 3, 2008.

The Cato Corporation is a leading specialty retailer of value-priced women’s fashion apparel operating two divisions, “Cato” and “It’s Fashion”. The Company’s Cato division offers exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices every day. The It’s Fashion division offers fashion with a focus on the latest trendy styles and nationally recognized urban brands for the entire family at low prices every day. Additional information on The Cato Corporation is available at www.catocorp.com.

Statements in this press release not historical in nature including, without limitation, statements regarding the Company’s expected financial results for the second quarter and year 2009 are considered “forward-looking” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations that are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by the forward-looking statements. Such factors include, but are not limited to, the following: general economic conditions; competitive factors and pricing pressures; the Company’s ability to predict fashion trends; consumer apparel buying patterns; adverse weather conditions and inventory risks due to shifts in market demand. Additional information concerning these and other important factors can be found in Item 1A. “Risk Factors” of the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise the forward-looking statements even if experience or future changes make it clear that the projected results expressed or implied therein will not be realized. The Company is not responsible for any changes made to this press release by wire or Internet services.

###

8100 Denmark Road
P. O. Box 34216
Charlotte, NC 28234
(704) 554-8510

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THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE PERIODS ENDED MAY 2, 2009 AND MAY 3, 2008
(Dollars in thousands, except per share data)

	Quarter Ended
	May 2,			%			May 3,			%
	2009			Sales			2008			Sales
REVENUES
Retail sales	$	238,055			100.0	%	$	225,791			100.0	%
Other income (principally finance, late fees and layaway charges)		2,972			1.3	%		3,037			1.4	%
Total revenues		241,027			101.3	%		228,828			101.4	%
GROSS MARGIN (Memo)		96,142			40.4	%		84,171			37.3	%
COSTS AND EXPENSES, NET
Cost of goods sold		141,913			59.6	%		141,620			62.7	%
Selling, general and administrative		64,644			27.2	%		56,317			24.9	%
Depreciation		5,544			2.3	%		5,610			2.5	%
Interest and other income		(1,060	)		-0.4	%		(1,901	)		-0.8	%
Cost and expenses, net		211,041			88.7	%		201,646			89.3	%
Income Before Income Taxes		29,986			12.6	%		27,182			12.1	%
Income Tax Expense		11,173			4.7	%		10,329			4.6	%
Net Income	$	18,813			7.9	%	$	16,853			7.5	%
Basic Earnings Per Share	$	0.64					$	0.57
Basic Weighted Average Shares		29,391,822						29,400,136
Diluted Earnings Per Share	$	0.64					$	0.57
Diluted Weighted Average Shares		29,408,907						29,417,446

THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	May 2,		May 3,
	2009		2008		January 31,
	(Unaudited)		(Unaudited)		2009
ASSETS
Current Assets
Cash and cash equivalents	$	42,006	$	42,091	$	42,262
Short-term investments		115,696		76,101		93,452
Restricted Cash		9,016		9,037		9,089
Accounts receivable — net		42,518		45,570		44,136
Merchandise inventories		114,339		113,227		112,290
Other current assets		13,936		14,496		14,140
Total Current Assets		337,511		300,522		315,369
Property and Equipment — net		114,096		122,936		116,262
Other Assets		7,228		4,548		3,722
TOTAL	$	458,835	$	428,006	$	435,353
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	160,500	$	143,974	$	150,730
Noncurrent Liabilities		21,853		24,106		22,810
Stockholders’ Equity		276,482		259,926		261,813
TOTAL	$	458,835	$	428,006	$	435,353

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