-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KU5Bo3Dlr5Sc2GTnWd1rbCyilk3Ysh+47z3eyrs0onUvTrBOnGLSbV8iEJSwGRfm KJUQFmuOENzvn2tswtz6yA== 0001193125-10-146691.txt : 20100625 0001193125-10-146691.hdr.sgml : 20100625 20100625091346 ACCESSION NUMBER: 0001193125-10-146691 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100625 DATE AS OF CHANGE: 20100625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13113 FILM NUMBER: 10916259 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 940-5305 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

 

x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For Fiscal Year Ended: December 31, 2009

 

¨ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission File Number: 1-13113

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Saks Incorporated 401 (k) Retirement Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Saks Incorporated

12 East 49th Street

New York, New York 10017

Telephone No: (212) 940-5305

 

 

 


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Financial Statements and Supplemental Schedule

December 31, 2009


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Index

December 31, 2009 and 2008

 

 

     Page(s)

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

  

Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008

   2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2009

   3

Notes to Financial Statements

   4–11

Supplemental Schedule

  

Schedule of Assets (Held at End of Year) Schedule H, line 4(i) as of December 31, 2009

   13

 

Note: Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of

Saks Incorporated 401(k) Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Saks Incorporated 401(k) Retirement Plan (the “Plan”) at December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

LOGO

Birmingham, Alabama

June 25, 2010

 

1


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

December 31, 2009 and 2008

 

 

     2009     2008

Assets

    

Investments, at fair value

   $ 403,480,228      $ 350,067,769

Participant contributions receivable

     245,378        358,018

Employer contributions receivable

     —          105,314

Interest and dividends receivable

     15        12,426
              

Total assets

     403,725,621        350,543,527

Liabilities and Net Assets Available for Benefits

    

Accrued administrative fees

     51,809        54,578
              

Total liabilities

     51,809        54,578
              

Net assets available for benefits, at fair value

     403,673,812        350,488,949

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (224,081     6,560,270
              

Net assets available for benefits

   $ 403,449,731      $ 357,049,219
              

The accompanying notes are an integral part of these financial statements.

 

2


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2009

 

 

Increase in net assets available for benefits

  

Net appreciation in fair value of investments

   $ 62,738,153

Interest and dividend income

     4,963,715

Contributions

  

Employer

     108,691

Participant

     20,423,865

Rollover

     885,929
      

Total increases

     89,120,353
      

Decrease in net assets available for benefits

  

Benefit payments

     42,323,600

Administrative fees

     396,241
      

Total decreases

     42,719,841
      

Net increase in net assets available for benefits

     46,400,512

Net assets available for benefits, beginning of year

     357,049,219
      

Net assets available for benefits, end of year

   $ 403,449,731
      

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements

December 31, 2009

 

 

1. Description of the Plan

The following description of the Saks Incorporated 401(k) Retirement Plan (the “Plan”) is for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all eligible employees of Saks Incorporated (the “Employer” or “Company”) and its subsidiaries who are a minimum of 21 years of age and have completed a minimum service hour requirement as provided for in the Plan. At December 31, 2009, the Company operated Saks Fifth Avenue, Saks Fifth Avenue OFF 5TH, and Saks Fifth Avenue’s e-commerce operations. Previously, the Company also operated Club Libby Lu, the operations of which were discontinued in January 2009. The Plan is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”) of 1974.

Contributions

The Plan allows for Employer discretionary contributions, participant contributions, and rollover contributions. The Employer may contribute a discretionary amount of cash to the Plan as approved by the Human Resources and Compensation Committee of the Employer’s Board of Directors (“HRCC”). The Employer’s discretionary contributions are not mandatory and are not based on the operations or net profits of the Employer. Employer matching contributions may be 0% or any positive percentage multiplied by matchable participant salary deferrals, as defined in the Plan. Employer matching contributions may not exceed 5% of the compensation of each participant making salary deferral contributions. In December 2008, the HRCC suspended the Employer matching contribution for the plan year ended December 31, 2009. In December 2009, the HRCC approved the suspension of the Employer matching contribution for the plan year ended December 31, 2010. For the plan year ended December 31, 2008, the Employer matching contribution was 50% of the first 5% of compensation that a participant elected to contribute.

In addition, the Employer contributes supplemental Company contributions for certain participants of previously merged plans. As set forth by the Plan, the supplemental Company contributions do not accrue under the Plan after March 13, 2009.

Participants may elect regular payroll deductions of up to 90% of compensation, as defined in the Plan, to be contributed to the Plan on a before tax basis. No participant shall be permitted to elect before tax contributions under the Plan during any calendar year in excess of the amount prescribed by the Internal Revenue Code (the “Code”) ($16,500 for 2009). Participants who are age 50 or older before the close of the plan year are eligible to contribute catch-up contributions, subject to certain Code limits ($5,500 in 2009). Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“rollover contributions”) provided such rollover contributions meet the requirements of the Plan. Participants may direct the investment of their contributions, as well as the Employer’s discretionary contributions, into various investment options offered by the Plan. As of December 31, 2009, the Plan offered twelve mutual funds and one collective investment trust fund. In addition, the Plan offers five target retirement portfolios which are comprised of a mix of the Plan’s mutual funds based on an expected retirement date.

Effective January 1, 2009, the Company has restricted future contributions from being invested in, or existing assets transferred into, the Company’s common stock.

 

4


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

Participant Accounts

Each participant’s account is credited with the participant’s contributions, the Employer’s discretionary contributions, and an allocation of the Plan’s earnings or losses. Allocations are based on account balances as defined in the Plan.

Vesting

All participants are at all times fully vested in their contributions, including rollover contributions, plus actual earnings thereon. Plan participants vest in the Employer’s discretionary contributions in addition to actual earnings thereon, based on years of credited service in accordance with the following vesting schedule:

 

Years of Service

   Vested
Percentage
 

Less than 3

   0

3 or more

   100

The vested percentage shall be 100% for a participant on and after attainment of normal retirement age, death, or disability, as defined in the Plan.

Participant Loans

A participant may borrow a minimum of $1,000 and up to a maximum of the lesser of $50,000 or 50% of the vested value of his or her account, less the highest outstanding loan balance during the 12 months before the loan is issued. Loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with the prime rate plus 1%, as established by the Plan trustee at the time of the loan. At December 31, 2009 and 2008, interest rates on outstanding loans ranged from 4.25% to 10.50%. At December 31, 2009 and 2008, the total outstanding loan balance for the Plan was $12,346,019 and $12,986,769, respectively.

Forfeitures

Forfeitures occur when a nonvested participant has terminated employment and receives a distribution of the vested value of his or her participant account or incurs five consecutive breaks in service, as defined in the Plan. Forfeitures may be used to reinstate previously forfeited amounts, provide funds necessary for the correction of errors, and to reduce future Employer discretionary contributions. At December 31, 2009 and 2008, the Plan had $381,367 and $79,184 of unallocated forfeitures included in net assets available for benefits, respectively.

Distribution of Benefits

Vested plan benefits can be distributed upon retirement, death, disability, or termination of service. A participant may elect to receive a lump sum distribution equal to the vested balance of his/her account, a combination of lump sum distributions equal to the vested balance of the participant’s account, or periodic installments over a period of time not exceeding the participant’s life expectancy (or the joint life expectancy of the participant and his/her beneficiary).

Termination of the Plan

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event of a termination of the Plan, participants become fully vested in all individual account balances.

 

5


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

2. Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are maintained on the accrual basis of accounting and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Recently Issued Accounting Pronouncements

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) released the authoritative version of its new Accounting Standards Codification (“ASC”) as the single source for GAAP, which replaces all previous GAAP accounting standards. While not intended to change GAAP, the ASC significantly changes the way in which the accounting literature is organized. The Plan adopted the ASC during the 2009 plan year. The adoption of the ASC did not impact the Plan’s financial statements.

In September 2009, the FASB issued authoritative guidance requiring additional disclosures regarding the inputs and valuation techniques used to measure fair value. The guidance also requires that the Plan disclose debt and equity securities by major category, on a more disaggregated basis than had previously been required. The adoption of this guidance did not materially impact the Plan’s financial statements. See Note 3, Fair Value Measurements, and Note 4, Investments, for further discussion of fair value measurements.

For the year ended December 31, 2009, the Plan adopted the FASB’s update to general standards on accounting for disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The adoption of this guidance did not materiality impact the Plan’s financial statements. See Note 8, Subsequent Events, for further discussion of subsequent events.

Valuation of Investments

Investments of the Plan, other than participant loans, are stated in the accompanying financial statements at fair value as determined by the Plan’s trustee as described later in Note 3, Fair Value Measurements. Purchases and sales of investments are reflected as of the trade date. Since the Plan has one fund that includes fully benefit-responsive investment contracts, net assets at fair value have been adjusted to net assets at contract value for the collective investment trust fund. Investment income is recorded when earned.

The Plan presents in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

In accordance with authoritative literature on reporting of fully benefit-responsive investment contracts held by certain investment companies subject to the American Institute of Certified Public Accountants’ investment company guide and defined-contribution health and welfare and pension plans, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective investment trust fund. As required by the authoritative literature, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective investment trust fund as well as the adjustment of the investment in the collective investment trust fund from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

6


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

Qualified Plan participant withdrawals are allowed at any time without penalty, regardless of their frequency or amount. Any Plan sponsor initiated withdrawal from the collective investment trust fund will require a twelve month written notice of the intent to withdraw assets from the collective investment trust fund. At the discretion of the trustee, the notification periods identified for withdrawals may be waived.

Contributions

Contributions receivable from the Employer are calculated based on amounts approved by the HRCC and are accrued based on a percentage of the employee’s contributions. Employer matching contributions were suspended for the 2009 plan year. Employer supplemental contributions do not accrue after March 13, 2009. Contributions receivable from employees are accrued based on unremitted deductions from the participants’ payroll compensation.

Administrative Fees

Expenses of $396,241 incurred in the administration of the Plan during the 2009 plan year were paid by the Plan. The Plan funds payment of expenses by assessing a proportional annual charge on the fair value of each fund. Certain plan expenses are paid by the Employer on behalf of the Plan.

Benefit Payments

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions and deductions during the reporting periods. Actual results could differ from those estimates.

 

3. Fair Value Measurements

The authoritative accounting standard related to fair value measurements and disclosures provides a definition of fair value which focuses on an exit price rather than an entry price, establishes a framework for measuring fair value which emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and requires expanded disclosures about fair value measurements. In accordance with this standard, the Plan may use valuation techniques consistent with the market, income and cost approaches to measure fair value.

To increase consistency and comparability in fair value measurements and related disclosures, the Plan utilizes the fair value hierarchy required by the standard which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1: Quoted prices in active markets for identical debt and equity securities.

Level 2: Prices determined using other significant observable inputs that other market participants would use in pricing a security, including quoted prices for similar securities.

Level 3: Prices determined using significant unobservable inputs. Unobservable inputs reflect the Plan’s own assumptions about the factors that other market participants would use in pricing an investment that would be based on the best information available in the circumstances.

 

7


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

There have been no changes in the valuation techniques used at December 31, 2009 and 2008. A summary of the inputs used in the fair value measurements as of December 31, 2009 and 2008 involving the Plan’s assets and liabilities carried at fair value, are as follows:

 

Collective Investment Trust Fund    The collective investment trust fund is valued at the net asset value, which approximates fair value, as reported by the trustee of the collective investment trust fund on each valuation date. The fair value and contract value are based on the fair value and contract value of the underlying investments of the trust. Prices for securities held in the underlying portfolios of the collective investment trust fund are primarily obtained from independent pricing services. These prices are based on observable market data for the same or similar securities. To a lesser extent, indicative quotes are obtained from independent brokers. Broker prices may be based on observable market data for the same or similar securities. Finally, when accurate prices are unavailable from either of these two sources, securities may be priced internally, using a combination of observable and unobservable market data.
Mutual Funds    Mutual funds are valued at the net asset value, based on quoted market prices in active markets, of shares held by the Plan at year end.
Common Stock    Common stock is valued at the closing price reported on the active market on which the security is traded.
Participant Loans    Participant loans are valued at outstanding balance, which approximates fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth the fair value of the Plan’s financial assets by level within the fair value hierarchy as of December 31, 2009 and December 31, 2008, respectively.

 

8


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

     Fair Value at December 31, 2009
     Total    Level 1    Level 2    Level 3

Assets:

           

Collective Investment Trust Fund:

           

Stable value

   $ 112,264,711    $ —      $ 112,264,711    $ —  

Mutual Funds:

           

Large blend

     87,013,162      87,013,162      —        —  

Intermediate-term bond

     37,639,938      37,639,938      —        —  

Moderate allocation

     36,871,976      36,871,976      —        —  

Small value

     50,774,796      50,774,796      —        —  

Mid-cap blend

     22,411,121      22,411,121      —        —  

Foreign large value

     17,901,652      17,901,652      —        —  

Large growth

     10,970,481      10,970,481      —        —  

Large value

     8,716,990      8,716,990      —        —  

Small blend

     2,109,431      2,109,431      —        —  

Common Stock:

           

Saks Incorporated common stock

     4,459,951      4,459,951      —        —  

Participant Loans

     12,346,019      —        —        12,346,019
                           

Total

   $ 403,480,228    $ 278,869,498    $ 112,264,711    $ 12,346,019
     Fair Value at December 31, 2008
     Total    Level 1    Level 2    Level 3

Assets:

           

Collective Investment Trust Fund

           

Stable value

   $ 117,218,402    $ —      $ 117,218,402    $ —  

Mutual Funds

           

Large blend

     69,902,997      69,902,997      —        —  

Intermediate-term bond

     28,354,089      28,354,089      —        —  

Moderate allocation

     29,066,436      29,066,436      —        —  

Small value

     43,860,480      43,860,480      —        —  

Mid-cap blend

     16,840,635      16,840,635      —        —  

Foreign large value

     13,724,558      13,724,558      —        —  

Large growth

     7,403,565      7,403,565      —        —  

Large value

     6,530,910      6,530,910      —        —  

Small blend

     601,585      601,585      —        —  

Common Stock:

           

Saks Incorporated common stock

     3,577,343      3,577,343      —        —  

Participant Loans

     12,986,769      —        —        12,986,769
                           

Total

   $ 350,067,769    $ 219,862,598    $ 117,218,402    $ 12,986,769

The following table provides a summary of changes in the fair value of the Plan’s level 3 assets.

 

     Participant Loans  

January 1, 2009

   $ 12,986,769   

Issuances and settlements, net

     (640,750
        

December 31, 2009

   $ 12,346,019   
        

 

9


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

4. Investments

Investment information as of December 31, 2009 and 2008 and for the year ended December 31, 2009 is as follows:

 

     2009     2008  

Collective Investment Trust Fund:

    

Wells Fargo Stable Return Fund

   $ 112,264,711   $ 117,218,402

Mutual Funds:

    

Vanguard Institutional Index Fund

     46,627,741     41,548,642

Neuberger & Berman Partners Fund

     40,385,421     28,354,355

PIMCO Total Return Fund

     37,639,938     28,354,089

Dodge & Cox Balanced Fund

     36,871,976     29,066,436

Neuberger & Berman Genesis Trust Fund

     33,920,058     31,440,711

Columbia Acorn Fund

     22,411,121     16,840,635   

Alliance Bernstein International Value Fund

     17,901,652        13,724,558   

Fidelity Low-Priced Stock Fund

     15,572,961        11,845,390   

American AMCAP Fund

     10,970,481        7,403,565   

Blackrock Equity Index Fund

     8,716,990        —     

Royce Value Plus Fund

     2,109,431        601,585   

Columbia Small Cap Value Fund

     1,281,777        574,379   

Hotchkis & Wiley Large Cap Value Fund

     —          6,530,910   

Common Stock:

    

Saks Incorporated Stock Fund (a)

     4,459,951        3,577,343   

Participant Loans

     12,346,019        12,986,769   
                

Investments at fair value

   $ 403,480,228      $ 350,067,769   
                

Adjustment for fully benefit-responsive investment contracts

   $ (224,081   $ 6,560,270   
                

Investments

   $ 403,256,147      $ 356,628,039   
                
(a) The Saks Incorporated Stock Fund is measured in “units of participation” rather than in shares of Saks Incorporated common stock. In order to facilitate daily participant transactions of Saks Incorporated common stock, a minimal daily cash balance is maintained in the Fund.
* Investment exceeds five percent of the net assets available for benefits at December 31, 2009 and 2008, respectively.

The Plan’s investments (including investments bought and sold, as well as those held during the year) had net appreciation in value of $62,738,153 during the year ended December 31, 2009, as follows:

 

Collective investment trust fund

   $ 3,588,844

Mutual funds

     57,777,902

Common stock

     1,371,407
      
   $ 62,738,153
      

 

10


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Notes to Financial Statements—(Continued)

December 31, 2009

 

 

5. Risks and Uncertainties

The Plan provides for various investment options in any combination of the collective investment trust fund and mutual funds offered by the Plan. Generally, all investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

Participants are exposed to credit loss in the event of non-performance by the trustee or non-performance by the entities in which the investments are placed.

 

6. Income Tax Status

The Internal Revenue Service has determined and informed the Employer by a letter dated September 7, 2001, that the Plan is designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the financial statements.

 

7. Related Party Transactions

The Plan allows for transactions with certain parties who may perform services or have fiduciary responsibilities to the Plan, including the Company. The Plan invests in common stock of the Company and issues loans to participants, which are collateralized by the balances in the participant’s account. During the year ended December 31, 2009, the Plan purchased no units of the Saks Incorporated Stock Fund and disposed of 126,300 units for $461,817.

The Wells Fargo Stable Return Fund is managed by Wells Fargo, the trustee, and therefore these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Wells Fargo for investment management services amounted to $232,219 for the year ended December 31, 2009.

 

8. Subsequent Event

On June 8, 2010, the HRCC approved the reinstatement of the Employer matching contribution at a rate of 10% of a participant’s salary deferral contribution that does not exceed 5% of a participant’s applicable compensation per pay period for the balance of the 2010 plan year. The reinstated Employer matching contribution is effective for pay periods ending after July 4, 2010. In addition, for the plan year ending December 31, 2010, the Employer shall make a true-up Employer matching contribution equal to the excess of the amount, if any, of (1) 5% of a participant’s salary deferral contribution for the plan year which does not exceed 5% of the participant’s compensation for the plan year over (2) the amount of Employer matching contribution made on behalf of a participant for the plan year pursuant to the aforementioned reinstated Employer matching contribution. A true-up contribution shall not be made on behalf of any participant not employed by the Company on the last day of the 2010 plan year.

 

11


Table of Contents

Supplemental Schedule

 

12


Table of Contents

Saks Incorporated 401(k) Retirement Plan

Schedule of Assets (Held at End of Year) Schedule H, line 4(i)

December 31, 2009

 

 

(a)

  

(b)
Identity of issuer, borrower,
lessor or similar party

  

(c)
Description of investment
including, maturity date, rate
of interest, collateral  par, or maturity
value

   (d)
Cost**
   (e)
Current value
 
   Vanguard Institutional Index Fund    Mutual fund       $ 46,627,741   
   Neuberger & Berman Partners Fund    Mutual fund         40,385,421   
   PIMCO Total Return Fund    Mutual fund         37,639,938   
   Dodge & Cox Balanced Fund    Mutual fund         36,871,976   
   Neuberger & Berman Genesis Trust Fund    Mutual fund         33,920,058   
   Columbia Acorn Fund    Mutual fund         22,411,121   
   Alliance Bernstein International Value Fund    Mutual fund         17,901,652   
   Fidelity Low-Priced Stock Fund    Mutual fund         15,572,961   
   American AMCAP Fund    Mutual fund         10,970,481   
   Blackrock Equity Index Fund    Mutual fund         8,716,990   
   Royce Value Plus Fund    Mutual fund         2,109,431   
   Columbia Small Cap Value Fund    Mutual fund         1,281,777   
*    Wells Fargo Stable Return Fund    Collective investment trust         112,040,630 1  
*    Saks Incorporated Stock Fund    Common stock units         4,459,951   
*    Participant Loans    Various maturity dates and rates ranging from 4.25% - 10.50%         12,346,019   
                 
            $ 403,256,147   
                 

 

* Party-in-interest to the Plan.
** Cost information has not been disclosed as all investments are participant directed.
1

At contract value.

 

13


Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Saks Incorporated 401(k) Retirement Plan
Date: June 25, 2010     /s/    KEVIN G. WILLS        
    Kevin G. Wills
    on behalf of Saks Incorporated 401(k) Retirement Plan as
    Executive Vice President and
    Chief Financial Officer of Saks Incorporated

 

14


Table of Contents

INDEX TO EXHIBITS

 

Exhibit No.

  

Description of Exhibit

23    Consent of Independent Registered Public Accounting Firm

 

15

EX-23 2 dex23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-159952) of Saks Incorporated of our report dated June 25, 2010 relating to the financial statements and supplemental schedule of the Saks Incorporated 401(k) Retirement Plan as of December 31, 2009 and 2008, and for the year ended December 31, 2009, which appears in this

Form 11-K.

LOGO

PricewaterhouseCoopers LLP

Birmingham, Alabama

June 25, 2010

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