Saks 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

Unaudited Pro Forma Consolidated Statement of Income

(In Thousands, except per share amounts)

				Adjustments
	Year Ended January 29, 2005			Remove Historical Amounts (1)			TSA Revenue (2)			Total Pro Forma Adjustments			Pro Forma Year Ended January 29, 2005 (Unaudited)
NET SALES	$	6,437,277		$	(690,326	)				$	(690,326	)	$	5,746,951
Cost of sales (excluding depreciation and amortization)		3,995,460			(430,964	)					(430,964	)		3,564,496
Gross margin		2,441,817			(259,362	)					(259,362	)		2,182,455
Selling, general and administrative expenses		1,614,658			(154,820	)	$	(10,074	)		(164,894	)		1,449,764
Other operating expenses
Property and equipment rentals		203,451			(12,028	)					(12,028	)		191,423
Depreciation and amortization		229,145			(22,614	)					(22,614	)		206,531
Taxes other than income taxes		164,067			(14,482	)					(14,482	)		149,585
Store pre-opening costs		4,520			(1,343	)					(1,343	)		3,177
Impairments and dispositions		31,751									—			31,751
OPERATING INCOME		194,225			(54,075	)		10,074			(44,001	)		150,224
Interest expense		(114,035	)								—			(114,035	)
Other income (expense), net		4,048									—			4,048
INCOME BEFORE INCOME TAXES		84,238			(54,075	)		10,074			(44,001	)		40,237
Provision for income taxes		23,153			(19,737	)		3,677			(16,060	)		7,093
NET INCOME	$	61,085		$	(34,338	)	$	6,397		$	(27,941	)	$	33,144
Earnings per common share:
Basic earnings per common share	$	0.44											$	0.24
Diluted earnings per common share	$	0.42											$	0.23
Weighted average common shares:
Basic		139,470												139,470
Diluted		144,034												144,034

Unaudited Pro Forma Consolidated Statement of Income

(In Thousands, except per share amounts)

				Adjustments
	Three Months Ended April 30, 2005 (Unaudited)			Remove Historical Amounts (1)			TSA Revenue (2)		Total Pro Forma Adjustments			Pro Forma Three Months Ended April 30, 2005 (Unaudited)
NET SALES	$	1,550,059		$	(162,555	)			$	(162,555	)	$	1,387,504
Cost of sales (excluding depreciation and amortization)		946,662			(103,489	)				(103,489	)		843,173
Gross margin		603,397			(59,066	)				(59,066	)		544,331
Selling, general and administrative expenses		402,157			(41,080	)	$	—		(41,080	)		361,077
Other operating expenses		152,194			(13,206	)				(13,206	)		138,988
Store pre-opening costs		260								—			260
Impairments and dispositions		(3,249	)							—			(3,249	)
OPERATING INCOME		52,035			(4,780	)		—		(4,780	)		47,255
Interest expense		(28,210	)							—			(28,210	)
Other income (expense), net		2,258								—			2,258
INCOME BEFORE INCOME TAXES		26,083			(4,780	)		—		(4,780	)		21,303
Provision for income taxes		9,912			(1,816	)		—		(1,816	)		8,096
NET INCOME	$	16,171		$	(2,964	)	$	—	$	(2,964	)	$	13,207
Earnings per common share:
Basic earnings per common share	$	0.12										$	0.10
Diluted earnings per common share	$	0.11										$	0.09
Weighted average common shares:
Basic		138,326											138,326
Diluted		143,739											143,739

Saks Incorporated

Notes to Unaudited Pro Forma Consolidated Statements of Income

(1) To reflect the removal of the historical operating contribution of the Proffitt’s stores sold, in addition to the administrative, merchandising and store operations associated with the Proffitt’s Alcoa divisional operating facility.

(2) To reflect the revenue associated with the TSA, included as part of the Asset Purchase Agreement, whereby Belk will compensate the Company for providing certain back-office services, for varying periods as outlined in the TSA. (The initial terms of the TSA do not exceed twelve months, and thus, there is no TSA revenue shown as a pro forma adjustment for the three month period ended April 30, 2005.)

Unaudited Pro Forma Consolidated Balance Sheet

(In Thousands)

	April 30, 2005 (Unaudited)		Pro Forma Adjustments			Pro Forma April 30, 2005 (Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	289,094	$	623,497	(1)	$	912,591
Merchandise inventories		1,549,784		(169,873	)(2)		1,379,911
Other current assets		157,757		(3,038	)(2)		154,719
Deferred income taxes, net		164,887		—			164,887
TOTAL CURRENT ASSETS		2,161,522		450,586			2,612,108
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION		2,025,648		(266,310	)(2)		1,759,338
GOODWILL AND INTANGIBLES, NET OF AMORTIZATION		323,561		(88,000	)(2)		235,561
DEFERRED INCOME TAXES, NET		174,400		—			174,400
OTHER ASSETS		85,724		—			85,724
TOTAL ASSETS	$	4,770,855	$	96,276		$	4,867,131
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	448,359	$	(34,903	)(2)	$	413,456
Accrued expenses and other current liabilities		510,362		65,072	(2), (3)		575,434
Current portion of long-term debt		7,665		(282	)(2)		7,383
TOTAL CURRENT LIABILITIES		966,386		29,887			996,273
LONG-TERM DEBT		1,344,519		(1,049	)(2)		1,343,470
OTHER LONG-TERM LIABILITIES		338,607		(14,638	)(2)		323,969
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY		2,121,343		82,076	(4)		2,203,419
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,770,855	$	96,276		$	4,867,131

Saks Incorporated

Notes to Unaudited Pro Forma Consolidated Balance Sheet

(1) To reflect net cash proceeds from the transaction as follows:

Net cash received for sale of Proffitt’s	$	622,402
Net cash received for adjustment to working capital		8,995
Cash paid for transaction expenses and other items		(6,560	)
Store cash transferred to Belk		(1,340	)
Net cash received	$	623,497

(2) To reflect the removal of the assets and liabilities associated with the Proffitt’s stores sold, in addition to the assets and liabilities associated with the administrative, merchandising and store operations associated with the Proffitt’s Alcoa divisional operating facility.

(3) Includes an $81,564 increase associated with income taxes payable resulting from the gain on the transaction.

(4) To reflect the after-tax net gain on the transaction.